Shipper / Platform Terms & Conditions

ZEUS®

Shipper Terms and Conditions (Shipper T&Cs)

THE SHIPPER’S ATTENTION IS DRAWN TO CLAUSE 5 OF THE SHIPPER T&CS WHICH EXCLUDE OR LIMIT ZEUS’S LIABILITY AND THOSE WHICH REQUIRE THE SHIPPER TO INDEMNIFY ZEUS IN CERTAIN CIRCUMSTANCES.

1. DEFINITIONS AND INTERPRETATION

1.1 In these Shipper T&Cs, the following words and expressions shall have the following meanings:

Agreement means the agreement between Zeus and the Shipper, which consists of the Shipper Contract Form, these Shipper T&Cs and the Zeus Platform Terms.

CIM means the Uniform Rules Concerning the Contract of International Carriage of Goods by Rail.

CMR means the Convention on the Contract for International Carriage of Goods by Road 1956 (as amended by Protocol in 1978).

Compulsory Legislation has the meaning given to it in Clause 1.6.

Consignment Note the consignment note prepared in relation to each shipment in connection with the Services.

Control means, in relation to any entity:

a) the right to exercise, directly or indirectly, more than fifty per cent (50%) of the voting rights attributable to the management of that entity; and/or

b) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of that entity.

Dangerous Goods means goods which are or may become dangerous (whether or not listed as dangerous in international codes or manuals), hazardous, noxious (including radioactive materials), inflammable, explosive or which are or may become liable to damage any property or person whatsoever.

Force Majeure Event includes official or unofficial industrial action; industrial sabotage; industrial dispute (in each case, whether or not relating to that Party's workforce); fire, shortage of; inability or delay in obtaining fuel; supplies; labour; materials or services; act of Government or statutory authority; acts of God; flood; extreme weather conditions; acts of war; terrorism; malicious attacks on IT systems; interruption or failure of utility service; software defects or failures; epidemics; pandemics; abnormal weather conditions and events which are beyond a Party's reasonable control.

Goods means the goods to be carried by Zeus as further detailed in the Shipper Contract Form together with any pallets, cages and packaging materials.

Group means, with respect to a Party, that Party and any entity controlled by, controlling or under common Control with that Party.

Parties means the Shipper and Zeus.

Price means the price, surcharges and other charges payable by the Shipper to Zeus for the Services as set out in the Shipper Contract Form or as agreed in writing by the Parties.

RHA Conditions means the current version of the Road Haulage Association Limited Conditions of Carriage as updated from time to time and hosted by Zeus here and available on request.

Sanctions means any sanction, prohibition, restriction or penalty (or any risk of any sanction, prohibition, restriction or penalty) whatsoever imposed by any state, country, international governmental organisation or other relevant authority, including the United Nations, European Union, United Kingdom or United States of America.

Services means the carriage services as further described in the Shipper Contract Form.

Shipper means the shipper named in the Shipper Contract Form.

Shipper Contract Form means the booking note, email or other document containing the details of the parties to the Agreement and the principal commercial terms.

Transport Unit means packing case, pallets, container, trailer, tanker, or any other device used whatsoever for and in connection with the carriage of Goods by land.

Zeus means Zeus Labs Limited, a limited company registered in England and Wales (Company number 11948778), whose registered office is at Suite 1, 7th Floor 50 Broadway, London, United Kingdom, SW1H 0BL.

Zeus Platform means the Zeus online freight management platform that is accessible via app.zeuslabs.com.

Zeus Platform Terms means the terms and conditions that apply to the use of the Zeus Platform which are published on Zeus's website www.yourzeus.com and available on request.

1.2 Clause headings are for convenience of reference only and shall have no effect on the interpretation of the Agreement. Unless the context otherwise requires, a reference to a Clause is to a clause of these Shipper T&Cs and a reference to a Condition is to a condition of the RHA Conditions.

1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.4 In the Agreement, unless the context otherwise requires:

(a) words in the singular shall be deemed to include the plural and vice versa;

(b) words importing any particular gender shall include all other genders;

(d) another grammatical form of a defined word or expression has a corresponding meaning;

(e) the words include or including shall be deemed to have the words “without limitation” following them; and

(f) a reference to writing or written includes email (provided the email is sent in accordance with Clause 8.1).

1.5 RHA Conditions

For the purposes of these Shipper T&Cs, any reference to:

(a) the Carrier in the RHA Conditions shall be deemed a reference to Zeus as defined in these Shipper T&Cs;

(b) the Contract in the RHA Conditions shall be deemed a reference to the Agreement as defined in these Shipper T&Cs;

(d) the goods in the RHA Conditions shall be deemed a reference to the Goods as defined in these Shipper T&Cs; and

(e) the other defined terms in the RHA Conditions used in the Conditions of the RHA Conditions referred to in these Shipper T&Cs shall have the meaning given to them in the RHA Conditions.

1.6 Compulsory Legislation

If any legislation, to include regulations, directives, the CMR or the CIM, is compulsorily applicable to any of the Services (Compulsory Legislation), these Shipper T&Cs shall, as regards such Services, be read as subject to such Compulsory Legislation, and nothing in these Shipper T&Cs shall be construed as a surrender by Zeus of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under such Compulsory Legislation, and if any part of these Shipper T&Cs be repugnant to such Compulsory Legislation to any extent, such part shall as regards such Services be overridden to that extent and no further.

2. APPOINTMENT OF ZEUS

2.1 The Shipper appoints Zeus as a non-exclusive OR an exclusive service provider to provide the Services.

2.2 During the term of the Agreement, Zeus shall exercise reasonable skill and care in the provision of the Services.

2.3 Sub-contracting of the Services

(a) The Shipper acknowledges and agrees that Zeus shall sub-contract the whole of the Services to one or more sub-contractors. The Shipper agrees that Zeus may do so without the consent of the Shipper and on any terms whatsoever provided that Zeus shall, subject to the terms of the Agreement, be responsible for the acts and omissions of any sub-contractor.

(b) The Shipper undertakes that no claim shall be made against any sub-contractor that imposes or attempts to impose upon them any liability whatsoever in connection with the Services and/or the Goods, and if any such claim should nevertheless be made, to indemnify Zeus against all consequences thereof.

(c) Without prejudice to the other provisions of this Clause 2.3, every sub-contractor shall have the benefit of all terms, rights, defences, provisions, conditions, exceptions, limitations and liberties contained in these Shipper T&Cs benefiting Zeus, including Clause ‎8.11, (Governing Law and Jurisdiction) as if these Shipper T&Cs (including Clause 8.11) were expressly for their benefit and in entering into the Agreement, Zeus, to the extent of these provisions, does so not only on its own behalf but also as agent or trustee for such sub-contractor and such sub-contractor shall to this extent be or be deemed a party to the Agreement.

2.4 The following provisions of the RHA Conditions shall apply to the provisions of the Services:

(a) Condition 4 (Loading and Unloading);

(b) Condition 6 (Signed Receipt); and

3. WARRANTIES AND OBLIGATIONS OF THE SHIPPER

3.1 The Shipper represents, warrants and undertakes that:

(a) the Goods will be safe for handling and transportation provided the same are dealt with by Zeus in accordance with all reasonable instructions in that regard given by the Shipper;

(b) any Transport Unit and/or equipment supplied by or on behalf of the Shipper in relation to the performance of the Services is fit for purpose (excluding any Transport Unit and/or equipment supplied by Zeus);

(c) save where Zeus has expressly agreed in writing to deal with Dangerous Goods in accordance with Clause 3.3, the Goods do not comprise, contain or are packaged in any Dangerous Goods or illegal substance and the Goods are not and will not become liable to damage any property, person or the environment;

(d) the Goods to be handled and transported by Zeus will be packed, labelled and marked (i) in a manner appropriate to withstand the ordinary risks of handling and transportation having regard to their nature, (ii) in compliance with all laws, regulations and requirements which may be applicable to the Services and/or the Goods;

(e) the Goods are suitable for carriage;

(f) the Goods do not contain any contraband, stolen goods, or other illegal material or substances, stowaways or any goods which violate any intellectual or other property rights of any third party and the Shipper undertakes not to provide Zeus with any instruction that will or may violate such rights;

(g) the Goods do not contain live animals, Cash, banknotes, commercial or banking or exchange effects, bank cards, credit cards, telephone cards, securities and coupons for securities, lottery, pools and the like;

(h) it is either the owner of the Goods or acting as agent of such owner and is authorised to contract with Zeus on the terms of the Agreement in respect of the Goods;

(i) all information (including information given under Clauses 3.2, 3.3(b), 3.3(c) and 3.4(b)) given by the Shipper, or on its behalf, shall be complete and accurate;

(j) it has obtained all the necessary licences or permits for the transportation of the Goods as are required by applicable law; and

(k) neither the provision of the Services nor any payment or other transaction relating to the Services will or might expose Zeus to any breach of Sanctions.

3.2 The Shipper shall promptly provide Zeus with such information, including information concerning the nature, size or shape, weight, condition or potential for deterioration of the Goods (including whether the Goods are Dangerous Goods or require temperature control), the appropriate manner and method of handling and transportation of the Goods and relevant health and safety information relating to the same, execute all documents and do all acts and things reasonably required in order to enable Zeus to:

(a) arrange and safely perform the Services; and

(b) comply with all laws, regulations and conditions applicable to the Goods within all actual and potential countries of despatch, delivery and transit.

3.3 Dangerous Goods

(a) The Shipper shall not deliver to Zeus or cause Zeus to handle or carry Dangerous Goods unless Zeus expressly accepts in writing to deal with the Dangerous Goods. Additional charges may apply to the handling of Dangerous Goods.

(b) If Zeus agrees to accept Dangerous Goods, the Shipper or someone acting on its behalf, shall give Zeus written notice of the nature of the Dangerous Goods prior to Zeus's receipt of the Dangerous Goods. The written notice shall include all information necessary for Zeus to perform its obligations in connection with the Dangerous Goods in accordance with all applicable laws, regulations or requirements (or any combination of the foregoing). The Shipper shall obtain all necessary approvals, consents and/or licences from the relevant regulatory authorities in order for Zeus to be able to handle and/or transport the Dangerous Goods. Such information must include the characteristics of the Dangerous Goods, the appropriate manner and method of handling and transportation of the Dangerous Goods.

(c) The Dangerous Goods must be distinctly marked on the outside so as to indicate the nature and characteristics of the Dangerous Goods and so as to comply with all applicable laws, regulations and requirements.

(d) Dangerous Goods which have been tendered to Zeus in breach of Clause 3.3(a) or which, in the opinion of Zeus, constitute a risk to other goods, property, person or the environment may, at the sole discretion of Zeus or any other person in whose custody they may be at the relevant time and without notice to the Shipper, be destroyed or otherwise dealt with at the expense and risk of the Shipper and without liability to Zeus.

(e) If any of the Goods are likely to taint or affect other goods, or are liable to cause contamination, soiling and/or remedial cleaning expenses to be incurred, or likely to harbour or encourage vermin or other pests, they may, without notice to the Shipper, be destroyed or otherwise dealt with at the expense and risk of the Shipper and without liability to Zeus.

3.4 Goods requiring temperature/environmental control

(a) The Shipper shall not deliver to Zeus or cause Zeus to deal or handle Goods which require temperature, ventilation or any other kind of environmental control (Controlled Goods) unless Zeus expressly accepts in writing to deal with such Controlled Goods. Additional charges may apply to the handling of Controlled Goods.

(b) If Zeus agrees to accept Controlled Goods, the Shipper or someone acting on its behalf, shall give Zeus written notice of the nature of the Controlled Goods, the particular temperature range, ventilation or other special controls to be maintained prior to Zeus's receipt of the Controlled Goods.

(c) The Shipper undertakes that any Controlled Goods delivered by or on behalf of the Shipper has, where appropriate, been properly pre-cooled or ventilated. If the above requirements are not complied with, Zeus shall not be liable for any loss or deterioration of or damage to the Controlled Goods caused by the Controlled Goods not being at the required temperature or properly ventilated or handled/kept in the required environment.

4. PAYMENT

4.1 As a condition of the Agreement and with time being of the essence, the Shipper shall pay to Zeus the Price in full and without any deduction, delay or set-off (save as permitted under Clause 4.3) within thirty (30) days of date of invoice unless longer payment terms are set out in the Shipper Contract Form, in the currency and to the account set out in the Shipper Contract Form.

4.2 The Late Payment of Commercial Debts (Interest) Act 1998, as amended, shall apply to all sums due from the Shipper.

4.3 Except where the Shipper is required by any applicable law, rule or regulation to withhold payment of any Price or to make any deduction therefrom, no set-off or counterclaim whatsoever in respect of the Agreement or otherwise shall entitle the Shipper to withhold payment of any Price. If, because of any applicable law, rule or regulation, the Shipper is required to withhold any Price payable, it shall pay such additional amount to Zeus as necessary so that, after making such withholding or deduction, Zeus shall receive from the Shipper the full amount of the Price.

4.4 Zeus shall have a general lien on the Goods and any documents relating thereto, funds held and any other goods in respect of which Zeus is arranging Services or which come into the possession or control of Zeus or the possession or control of a member of Zeus's Group (in this Clause, Other Goods) and any documents relating thereto for all sums whatsoever due at any time to Zeus under the Agreement, or otherwise. Zeus shall also have a general lien against the Shipper on the Goods and any documents relating thereto, funds held and Other Goods and any documents relating thereto for all sums due from the Shipper to Zeus or any member of Zeus's Group or both under any other contract. Zeus may exercise its lien at any time and at any place in its sole discretion, whether the Services are completed or not and with or without notice. In any event any lien shall:

(a) survive the delivery of the Goods and/or the Other Goods; and

(b) extend to cover all costs and expenses of exercising its lien (including any costs incurred in enforcing and preserving its lien (including storage charges) and in recovering or attempting to recover any sums due from the Shipper).

4.5 To enforce and satisfy its lien, Zeus shall have the right, at the Shipper's expense, to sell the aforementioned Goods, Other Goods and documents by public auction or private treaty, without notice to the Shipper and without any liability towards the Shipper.

4.6 The Shipper shall be liable to pay demurrage, detention and other costs incurred or suffered as a result of any improper, excessive or unreasonable detention of any vehicle, trailer, container or other equipment belonging to or under the control of Zeus. The Shipper's obligation to pay such demurrage, detention and other costs shall be without prejudice to any rights that Zeus may have against any other person in respect of the same.

5. LIABILITY, INDEMNITIES AND INSURANCE

5.1 With respect to any physical loss, mis-delivery of or damage to the Goods and delay in delivering the Goods:

(a) The Parties recognise and acknowledge that where Compulsory Legislation applies compulsorily to some of the Services it will govern Zeus's liability for any physical loss, mis-delivery of, or damage to, the Goods or delay in delivering the Goods which occur during the provision of any such Services.

(b) The Parties agree that in respect of any of the elements of the Services to which Compulsory Legislation does not apply compulsorily, the provisions of Conditions 6 (Signed Receipts), 7 (Transit), 8 (Undelivered or Unclaimed Consignments), 10 (Liability for Loss or Damage), 11 (Fraud), 12 (Limitation of Liability) and 14 (Time Limits for Claims) of the RHA Conditions shall determine and limit Zeus's liability for physical loss, mis-delivery of, or damage to, the Goods and delay in delivering the Goods which occur during the provision of any such Services.

(c) Save as set out in this Clause 5.1, Zeus shall not be liable for any physical loss, mis-delivery of, or damage to, the Goods or delay in delivering the Goods howsoever arising (whether caused by negligence, wilful default or otherwise).

5.2 Notwithstanding any other provision of the Agreement but subject to Clause 5.4, Zeus's liability in respect of all claims, losses or damages, whether arising from tort (including negligence), breach of contract, bailment, breach of statutory duty or otherwise under or in connection with the Agreement, its performance or any failure or delay in performance of the Agreement or termination of the Agreement shall be limited so that:

(a) Zeus shall have no liability for any loss of profit, loss of sales, loss of business, loss of goodwill or reputation, third party claims (in each case whether direct or indirect) or for any indirect or consequential loss; and

(b) Zeus's maximum aggregate liability for all such matters which arise under the Agreement will be limited to the Price paid by the Shipper under the Agreement.

5.3 The Shipper shall hold harmless and indemnify Zeus from all costs (including the costs of investigating and defending any claims), expenses, claims, losses, liabilities, orders, awards, fines, proceedings and judgments of whatsoever nature howsoever assumed, incurred or suffered by Zeus (including as a result of any claims made against Zeus, its officers, employees, servants, agents, sub-contractors, insurers or reinsurers) as a result of or in connection with any of the following:

(a) a breach of any of the provisions of Clause 3;

(b) any cause arising from or with respect to the Goods for which Zeus is not responsible;

(c) Zeus becoming liable to any other party (including to any customs authority, customs inspection stations, ports, rail terminals and any other authorities having legal jurisdiction over any element of the Services and/or the Goods) and/or incurring additional costs by reason of Zeus carrying out the Shipper's instructions;

(d) Zeus incurring liability in excess of its liability under the provisions of the Shipper T&Cs regardless of whether such liability arises from, or in connection with a breach of contract, negligence or breach of duty by Zeus, its agents, servants or sub-contractors.

5.4 The Parties agree that:

(a) nothing in these Shipper T&Cs shall exclude or restrict Zeus's liability for death or personal injury resulting from Zeus’s negligence or for any act or omission, liability for which liability may not be excluded or limited under the applicable law;

(b) the provisions of Clause 5.25.2 shall not apply to Zeus's liability for physical loss, mis-delivery of, or damage to, the Goods or delay in delivering the Goods under Clause 5.1. For the avoidance of any doubt, Zeus's liability for physical loss, mis-delivery of, or damage to, the Goods or delay in delivering the Goods under Clause 5.1 shall not be included when calculating Zeus's aggregate liability under Clause 5.2(b).

5.5 The exclusions of liability, indemnities and remedies contained in these Shipper T&Cs shall survive the termination of the Agreement.

5.6 Insurance

(a) During the term of the Agreement, Zeus shall maintain in force or otherwise enjoy the benefit of a policy or policies of insurance with a reputable insurance company the following policies of insurance as may be reasonable or required by applicable law:

(i) Public Liability insurance policy, such cover to be for £10 million in respect of any one incident or series of connected incidents;

(ii) Employers' Liability insurance policy, such cover to be for £10 million in aggregate; and

(iii) Goods in Transit insurance policy to cover Zeus's liability under Clause 5.1.

(b) The Shipper shall be responsible for ensuring that all other insurance in respect of the Goods and other assets, sufficient to cover the value of the Goods and other assets and as may be required by applicable law, are maintained in force, including all risks property insurance policy in relation to the Goods.

6. DURATION AND TERMINATION

6.1 The Agreement shall commence on the commencement date set out in the Shipper Contact Form and continue for the term set out in the Shipper Contract Form, subject to the express rights of earlier termination set out in the Agreement.

6.2 The Agreement may be terminated immediately on notice by either Party to the other and without any liability to either Party upon the occurrence of any of the events specified below:-

(a) the Shipper or Zeus is in breach of any obligations in the Agreement which if capable of remedy have not been remedied within thirty (30) days of receipt of written notice from the other Party requiring remedy of such breach; or

(b) the Shipper or Zeus has an administrator, receiver, administrative receiver, trustee or other like person appointed over a part of or all of its assets or business and/or the Shipper or Zeus becomes insolvent, enters into liquidation, voluntary liquidation or is compulsorily wound up.

6.3 Where the Shipper defaults in the payment or is late in the payment of any amount payable under the Agreement and payment is not made within three (3) days of receipt of written notice from Zeus demanding the same, Zeus may terminate the Agreement immediately upon notice to the Shipper.

6.4 If the Agreement is terminated under this Clause 6, the Shipper shall (without prejudice to any other rights and remedies which Zeus may have) pay in full to Zeus all amounts then due and unpaid to Zeus hereunder.

7. FORCE MAJEURE

7.1 Subject to the remaining provisions of this Clause 7, neither Party shall be liable to the other if it is prevented, hindered or delayed from or in performing any of its obligations under the Agreement to the extent that such failure or delay in the performance is due to a Force Majeure Event.

7.2 In the event that either Party is prevented, hindered or delayed from performing its obligations under the Agreement by a Force Majeure Event, such Party shall give notice in writing of such prevention, hindrance or delay to the other Party as soon as reasonably possible, stating the commencement date and extent of such prevention, hindrance or delay the cause thereof and its estimated duration.

7.3 As soon as practicable following the affected Party's notification, the Parties shall consult with each other in good faith and use all reasonable endeavours to agree appropriate terms to mitigate the effects of the Force Majeure Event and to facilitate the continued performance of the Agreement.

7.4 During any period when any Party is prevented, hindered or delayed by a Force Majeure Event from performing all or any of its obligations under the Agreement (Period of Force Majeure) the Agreement shall be deemed to be suspended in respect of the affected obligations until such time as is reasonably practicable after the expiry of such Period of Force Majeure at which time both Parties shall resume their obligations under the Agreement.

7.5 If:

(a) Zeus is prevented by a Force Majeure Event from providing the Services either at all or to a substantial extent; and

(b) the Period of Force Majeure exceeds twenty-one (21) days,

then at any time on or after the expiry of that period either Party may terminate the Agreement immediately by serving a written notice on the other Party.

7.6 If Zeus incurs any additional costs in complying with its obligations under Clause 7 the Shipper shall pay the same to Zeus.

8. MISCELLANEOUS

8.1 Notices

(a) Any notice given by either Party to the other in connection with any matter relating to the Agreement shall be in writing and in English and shall be sent to the relevant Party at the address set out in the Shipper Contract Form.

(b) Notices may be given, and are deemed received:

(i) by hand against signature for receipt, on the date of its receipt;

(ii) by pre-paid registered mail, on 9:00 am on the third(3rd) business day after posting; or

(iii) by email to the email address set out in the Shipper Contract Form, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume,

and business day means Monday to Friday on a day that is not a public holiday in the place of receipt and business hours means 8.00am to 6.00pm on a business day.

8.2 Variation

Any variation, modification, amendment or addition to the Agreement must be in writing and signed by a duly authorised representative of each of the Parties.

8.3 Waiver

The waiver by either Party of a breach or default of any of the provisions of the Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or other provisions, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other Party.

8.4 Validity

If any court or administrative body of competent jurisdiction shall find any provision of the Agreement to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of the Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to attempt, in good faith, to substitute any invalid or unenforceable provision with a valid and enforceable provision that achieves to the greatest extent possible the economic, legal and commercial objective of the invalid or unenforceable provision.

8.5 Announcements

The Parties agree that (save as required by applicable law) neither of them will make any announcement to the public or any section thereof in connection with the existence of or operation of the Agreement without first obtaining the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed).

8.6 Confidentiality

(a) Each Party agrees to treat as secret and confidential and not at any time nor for any reason disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any information supplied by or obtained from the other Party, including the Agreement and information relating to the products, services, prices, customers, marketing, promotions, business affairs, operating methods, administration systems, finances or any such information relating to a supplier, customer or client of the other Party save to the extent that such information is:

(i) already in its possession other than as a result of a breach of this Clause 8.6;

(ii) in, or subsequently becomes, in the public domain other than as a result of a breach of this Clause 8.6;

(iii) required by applicable law;

(iv) disclosed to the professional advisers, auditors and bankers of each Party;

(v) disclosed after the other Party has given written approval; or

(vi) used for the performance of the obligations under the Agreement.

(b) Each Party undertakes to take all such steps as shall from time to time be reasonable to ensure compliance with the provisions of this Clause 8.6 by its officers, employees, servants, agents and any sub-contractors, and breach by any such officer, employee, servant, agent and sub-contractor shall be deemed a breach by that Party.

8.7 Entire Agreement

The Agreement:

(a) comprises the entire agreement between the Parties with respect to the appointment of Zeus to provide the Services and any representations or statements whether made orally or written elsewhere are hereby excluded, provided that this Clause 8.7(a) shall not exclude or limit any liability or any right which either Party may have in respect of pre-contractual statements made or given fraudulently; and

(b) supersedes all previous agreements and arrangements between the Parties with respect to the provision of Services by Zeus.

8.8 Relationship of Parties

Save as expressly set out in the Agreement, nothing in the Agreement is intended to or shall operate to:

(a) create a partnership of any kind between Zeus and the Shipper;

(b) authorise either Party to act as agent for the other Party; or

8.9 Assignment

(a) Subject to Clause 8.9(b), neither Party shall assign, transfer or sub-contract any of its rights and obligations under the Agreement in whole or in part without the other Party's prior written consent (such consent not to be unreasonably withheld or delayed).

(b) Zeus may assign all or any of its rights and obligations under the Agreement to any member of Zeus's Group without the Shipper's prior written consent.

8.10 Third Party Rights

(a) The members of Zeus's Group are hereby entitled to enforce and have the benefit of all the liability provisions, warranties, indemnities, limitations and exclusions of liability contained in the Agreement which benefit Zeus in accordance with the Contract (Rights of Third Parties) Act 1999. The rights of either Party to agree to rescind, amend or otherwise vary or to waive the provisions of the Agreement or to settle any dispute or other matter arising out of or in connection with the Agreement on such terms as they shall in their absolute discretion think fit shall not be subject to the consent of any member of Zeus's Group.

(b) Except as stated in Clause 8.10(a), no third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999 in connection with the Agreement.

8.11 Governing Law and Jurisdiction

(a) Subject to Clause 8.11(b), the Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be construed in accordance with and governed by English Law and each Party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter.

(b) The Parties agree that in respect of any of the elements of the Services to which the CMR applies compulsorily, notwithstanding any other provisions of the Agreement, the Parties agree to refer to arbitration in London all disputes arising out of or in connection with any loss or damage to the Goods or delay in delivering the Goods which occurs during the provision of the Services in accordance with Article 33 of the CMR. The arbitration will be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be to one arbitrator to be appointed jointly by the Parties not less than fourteen (14) days after service of a request in writing by either Party to do so; in the absence of agreement the appointment shall be made by the then current President of the LMAA. For the avoidance of doubt, the arbitration tribunal shall apply CMR to all cases where CMR applies compulsorily or otherwise pursuant to the Agreement.