IMPORTANT: The Client's attention is particularly drawn to clauses 4 (Client responsibilities), 7 (stock and inventory), 12 (carriage), 16 (claims), 17 (insurance) and 18 (limitation of liability). Tarlu does not insure the Goods or underwrite their value. The Client must insure the Goods while stored and in transit.
1. Definitions and interpretation
1.1 In these Conditions:
1.1.1 "Applicable Laws" means all laws, regulations, regulatory requirements, official guidance and industry codes applying to the Goods, the Services or either party.
1.1.2 "Authorised Contact" means a person identified by the Client in writing as authorised to give Instructions or approve changes.
1.1.3 "Business Day" means a day other than Saturday, Sunday or a public holiday in England when banks in London are open for business.
1.1.4 "Charges" means all charges, fees, costs, surcharges and expenses payable by the Client under the Contract, Price List or an Instruction.
1.1.5 "Client" means the person, company or business purchasing the Services.
1.1.6 "Client Default" means an act, omission, delay, breach, inaccurate statement, missing information or failure by the Client, its supplier, Consignee, carrier, marketplace or other person for whom the Client is responsible.
1.1.7 "Conditions" means these terms and conditions as varied in accordance with clause 25.
1.1.8 "Consignee" means the person to whom Goods are to be delivered.
1.1.9 "Consignment" means Goods comprised in an Order or shipment.
1.1.10 "Contract" means the contract between Tarlu and the Client incorporating these Conditions, the accepted quotation, the Price List and any written service requirements or Instructions expressly agreed by Tarlu.
1.1.11 "Dangerous Goods" means any Goods which, by reason of their nature, composition, condition, packaging, legal status or applicable handling, storage, carriage, safety, environmental or regulatory requirements, present or may present an unusual, material or additional risk, obligation or restriction.
1.1.12 "Facility" means any warehouse or other premises used by Tarlu or its subcontractors.
1.1.13 "Goods" means all goods, stock, packaging, pallets, containers, documents and related items delivered to or handled by Tarlu.
1.1.14 "Instruction" means a written instruction submitted through the WMS, Tarli or another channel expressly approved by Tarlu.
1.1.15 "Order" means a request for Goods to be picked, packed, processed, despatched or otherwise handled.
1.1.16 "Price List" means Tarlu's prices and charging rules as amended from time to time.
1.1.17 "Services" means warehousing, fulfilment, goods-in, storage, stock control, picking, packing, returns, carriage arrangements and any related service accepted by Tarlu.
1.1.18 "Tarli" means Tarlu's account-management, communication, claims, forecasting or case-management portal.
1.1.19 "WMS" means the warehouse management system used by Tarlu and, where applicable, the Client.
1.1.20 "Working Hours" means 9.00 am to 5.00 pm on a Business Day unless Tarlu states otherwise.
1.2 Headings do not affect interpretation. "Including" and similar expressions are illustrative and do not limit the words preceding them. A reference to writing includes email, Tarli and the WMS where appropriate.
1.3 If there is inconsistency, the following order of precedence applies: (a) a document signed by a director of Tarlu expressly varying these Conditions; (b) these Conditions; (c) the accepted quotation; (d) the Price List; and (e) any other Instruction or document.
2. Basis of Contract
2.1 An Instruction is an offer by the Client to purchase Services on these Conditions. A Contract arises only when Tarlu accepts the Instruction in writing, begins the Services, or permits the Client to use the Services.
2.2 These Conditions apply to the exclusion of all terms proposed by the Client, including purchase-order terms, supplier portals and terms arising from trade custom, course of dealing or previous conduct.
2.3 A quotation is not an offer and is valid for 20 Business Days unless stated otherwise. It is based on information provided by the Client and may be corrected or withdrawn if that information is incomplete or inaccurate.
2.4 Electronic acceptance, continued use of the Services, delivery of Goods to Tarlu or payment of an invoice constitutes acceptance of these Conditions.
2.5 Only a director of Tarlu may agree a variation which changes liability, insurance, payment obligations or ownership rights.
2.6 Tarlu is not required to commence the Services, accept Goods or process Orders until it has completed its onboarding, credit, compliance and operational checks to its reasonable satisfaction; the applicable Charges and service requirements have been agreed; required product and Client data have been supplied; integrations have been tested where applicable; evidence of insurance has been provided if requested; and any required deposit, advance payment or onboarding Charges have been paid. Delivery of Goods before Tarlu confirms operational readiness is at the Client's risk and may result in delay and additional Charges.
3. Supply of Services and service levels
3.1 Tarlu shall perform the Services with reasonable care and skill and in all material respects in accordance with these Conditions and any written service requirements expressly agreed by Tarlu.
3.2 Dates, cut-off times, despatch times, delivery times and Service Levels are estimates or targets only unless Tarlu expressly agrees in writing that a specific obligation is guaranteed. Time is not of the essence.
3.3 Tarlu may change methods, workflows, Facilities, systems, subcontractors, carriers and operational procedures where this does not materially reduce the overall nature of the Services.
3.4 Warehousing and fulfilment involve manual handling, scanning, data processing and third-party systems. A minor error, isolated counting discrepancy, administrative discrepancy or stock variance does not of itself prove negligence or breach of contract.
3.5 Tarlu is not a common carrier and may refuse any Goods, Order, carrier, destination or Instruction which it reasonably considers unsafe, unlawful, impracticable, inadequately documented or outside the agreed Services.
3.6 Tarlu's duties under the Contract are owed solely to the Client. No Consignee, customer, marketplace, supplier, owner of the Goods or other third party may rely on the Services or on any advice, report, record or information provided by Tarlu.
4. Client responsibilities
4.1 The Client shall co-operate with Tarlu and provide complete, accurate and timely information, documents, forecasts, Instructions, access, approvals and decisions required for the Services.
4.2 The Client is solely responsible for the Goods, their legality, safety, quality, merchantability, regulatory compliance, labelling, product claims, licences, taxes, duties, recalls and suitability for sale or carriage.
4.3 The Client shall insure the Goods against all insurable risks at their full insurable value, including all applicable duties and taxes, throughout storage, handling and transit. Tarlu does not insure the Goods or underwrite their value.
4.4 The Client shall ensure each SKU has a unique, accurate, scannable barcode in a position and format acceptable to Tarlu, unless Tarlu expressly agrees another identification process in writing.
4.5 The Client is responsible for all product and order data, including SKU references, barcodes, descriptions, quantities, dimensions, weights, country of origin, commodity codes, values, expiry dates, batch data, dangerous-goods data, bundle configurations and carrier information.
4.6 The Client shall ensure its suppliers, marketplaces, systems, carriers, customers and representatives comply with the Contract. Their acts and omissions are treated as Client Defaults.
4.7 Where a Client Default prevents, increases the cost of or delays performance, Tarlu may suspend or modify the Services, charge all resulting costs and shall not be liable for resulting loss or delay.
4.8 The Client shall maintain an up-to-date list of Authorised Contacts. Tarlu may rely on any Instruction apparently given by an Authorised Contact until notified otherwise.
4.9 The Client warrants that it owns the Goods or has full authority from the owner to place the Goods with Tarlu and to agree to these Conditions on the owner's behalf. The Client shall indemnify Tarlu against any claim, loss or cost arising from a dispute concerning ownership of, or rights in, the Goods.
4.10 Tarlu shall never act as importer of record. The Client shall at all times appoint and remain responsible for the importer of record and for all customs, import VAT, duty, excise, EORI, UKIMS, origin, valuation, commodity-code, sanctions, export-control and related requirements. Any customs assistance provided by Tarlu does not transfer those responsibilities.
4.11 The Client shall promptly provide all identity, ownership, VAT, customs, product, compliance and due-diligence information reasonably requested by Tarlu. Tarlu may verify that information, carry out credit, sanctions, fraud and regulatory checks, retain compliance records, suspend Services and report matters where required or permitted by law.
4.12 The Client shall notify Tarlu before delivering any Goods which may require special handling, licences, declarations, risk assessments, safety information, segregation, restricted storage or transport, or which may expose persons, property, other goods, the environment or Tarlu to additional risk. Tarlu may refuse, isolate, relocate, return, render safe or dispose of such Goods at the Client's risk and cost where reasonably necessary.
4.13 Tarlu may inspect, open, quarantine, block, withhold, relocate or suspend movement of Goods where reasonably required for legal, customs, tax, safety, security or regulatory purposes, or where instructed or requested by a competent authority.
4.14 Tarlu may comply with any instruction, request, seizure, detention, inspection, investigation, hold, recall, testing requirement or disposal direction issued by a competent authority without obtaining the Client's prior consent. Tarlu may disclose relevant information and provide Goods, samples, records or documents where required or permitted by law. The Client shall pay all resulting storage, handling, professional and administrative Charges unless the relevant action was caused solely by Tarlu's material breach of the Contract. Tarlu is not liable for any delay, detention, seizure, investigation, destruction or other action of a competent authority.
5. Product data, barcodes and Instructions
5.1 Tarlu may rely on Client-supplied data without independent verification. The Client bears all consequences and additional Charges arising from inaccurate, incomplete, duplicated, outdated or misleading data.
5.2 Missing, duplicated, incorrect, concealed or unreadable barcodes may cause refusal, delay, relabelling, misidentification, stock discrepancies or fulfilment errors. Tarlu shall not be liable to the extent an issue arises from such barcode failure.
5.3 Tarlu may relabel, reconfigure, measure, weigh, inspect or otherwise correct Goods or data at the Client's cost but is not obliged to do so.
5.4 Only Instructions submitted through an agreed operational channel and in supported data fields are binding. Free-text packing notes, emails, verbal comments, marketplace notes and other unsupported fields are not guaranteed to be reviewed or actioned.
5.5 No warehouse operative, driver, temporary worker or other operational employee has authority to vary the Contract, waive Charges, admit liability or make binding commitments. The Client must obtain written confirmation from an Authorised Contact at Tarlu.
5.6 Verbal discussions do not amend the Contract. The Client bears the risk of acting on informal statements which are not confirmed through an approved written channel.
6. Delivery to Tarlu and goods-in
6.1 The Client shall ensure that all Goods and any pallet, carton, container, trailer or other transport or packaging unit used for the Goods are secure, suitable, properly labelled, compliant with Applicable Laws and in a condition that permits safe unloading, handling, storage and carriage without risk of injury, damage, contamination or deterioration. The Client shall also comply with Tarlu's booking, ASN, labelling, pallet, packaging, delivery-window and documentation requirements.
6.2 Each inbound delivery must have an accurate ASN showing the expected SKUs, quantities, carton or pallet configuration and all data reasonably required by Tarlu.
6.3 Tarlu may refuse, quarantine, delay, rework or accept subject to additional Charges any unbooked, late, unsafe, damaged, mixed, non-compliant or incorrectly documented delivery.
6.4 Tarlu's custody of Goods begins only when Tarlu expressly accepts them into the agreed receiving area. Tarlu has no responsibility for Goods before that point, including while awaiting booking, unloading, left outside, delivered out of hours or remaining on a delivery vehicle.
6.5 Receipt into the WMS is an operational record and is not a warranty that supplier quantities, contents, condition or product data are correct. Unless a detailed count or inspection service is expressly purchased, Tarlu may receipt by external carton, pallet, declared quantity, sampling, system data or another reasonable method.
6.6 Signing a delivery note, accepting a delivery or creating any WMS, ASN or system receipt does not confirm the internal quantity, identity, authenticity, quality, condition, compliance or value of the Goods. Supplier documents, pallet labels and declared quantities may be relied upon at face value unless a detailed count or inspection service is expressly agreed.
6.7 A system receipt, ASN receipt or confirmation may be corrected if Tarlu later identifies duplication, omission, technical error, misdescription or discrepancy. Correction is not an admission of negligence or stock loss.
6.8 Tarlu is not obliged to open every carton, inspect concealed damage, verify product authenticity, test Goods or reconcile every unit unless expressly agreed and charged.
6.9 Any report of missing, excess, damaged or incorrect inbound Goods must be raised promptly through Tarli with supporting supplier and delivery evidence.
7. Storage, stock records and inventory accuracy
7.1 Tarlu shall store Goods using reasonable commercial care at ambient temperature unless another condition is expressly agreed.
7.2 Tarlu may move Goods within or between Facilities and may use subcontracted storage where reasonably required.
7.3 WMS balances, reports, cycle counts and stock records are operational records which may be adjusted following investigation. They are not warranties of continuous, real-time or absolute stock accuracy.
7.4 The existence of a book-to-physical variance, counting error, duplicate receipt, delayed despatch update, incorrect allocation, integration delay or oversale does not of itself prove that Goods were physically lost or that Tarlu was negligent.
7.5 A claim for stock loss requires evidence that identified Goods were physically received into Tarlu's custody, remained owned by the Client, were not despatched, returned, consumed, reworked, quarantined, adjusted, written off or otherwise accounted for, and cannot be located after a reasonable investigation.
7.6 Tarlu may make inventory adjustments to correct system or operational records. A temporary discrepancy during investigation is not a compensable loss.
7.7 Cycle counts are sampling and control activities, not formal stocktakes. Any full or client-specific stocktake is chargeable unless expressly agreed by Tarlu in writing as included within the Services.
7.8 The Client shall review stock reports regularly and notify Tarlu promptly of anomalies. Tarlu is not responsible for loss increased by the Client's failure to investigate or mitigate a known discrepancy.
7.9 FIFO or FEFO processing applies only where expressly agreed, appropriately priced, supported by the WMS and the Client supplies accurate batch and expiry data in the required fields.
7.10 Expiry or batch requirements entered only in free-text notes or unsupported fields are not binding. Tarlu is not liable where an incorrect date or batch is selected because the Client failed to use the agreed allocation process.
7.11 Tarlu may destroy or remove Dangerous Goods, contaminated Goods, perishable Goods or Goods presenting an urgent risk, at the Client's expense and without liability, taking reasonable steps to notify the Client where practicable.
7.12 Goods which are quarantined, blocked, detained or placed on hold remain subject to storage and other applicable Charges and shall not be available for despatch until Tarlu is reasonably satisfied that they may be released. The Client shall promptly provide all information, evidence and Instructions required to resolve the hold. Where the matter is not resolved within a reasonable period specified by Tarlu, Tarlu may return or dispose of the Goods in accordance with these Conditions.
7.13 Goods shall not be transferred to another Tarlu client account or treated as belonging to another person unless Tarlu approves the transfer in writing, the proposed new client completes Tarlu's onboarding requirements and accepts Tarlu's applicable terms, and all outstanding Charges relating to the Goods are paid or secured. The existing Client remains responsible for all Charges and obligations arising before the transfer and Tarlu's lien shall not be affected by any proposed or completed transfer.
8. Pallets, containers and packaging
8.1 Unless expressly agreed otherwise, ordinary pallets, cartons and packaging delivered with inbound Goods shall become Tarlu's property on receipt, without any obligation to account for, return or replace them on a one-for-one basis. This clause does not apply to controlled or pooled equipment dealt with under clause 8.3.
8.2 Tarlu may charge for every pallet, container, carton or other packaging item used to despatch Goods, regardless of whether similar packaging accompanied inbound Goods.
8.3 CHEP, LPR, Euro pallets and other controlled or pooled equipment must be identified and agreed in advance. The Client remains responsible for account transfers, rental, loss, recovery and third-party charges unless Tarlu expressly agrees otherwise.
8.4 Tarlu does not guarantee return of any specific inbound pallet or packaging item. Any agreed pallet-return service is subject to availability and Charges.
8.5 Unless Tarlu expressly agrees in writing to design or specify packaging for a particular purpose, the Client is responsible for ensuring that any packaging specification selected, approved or supplied by the Client is suitable for the Goods, the selected carrier service, the handling involved and the intended destination. Tarlu is not liable for loss or damage arising from unsuitable or inadequate packaging selected, approved or supplied by the Client.
8.6 Where the Client has not provided packaging Instructions expressly accepted by Tarlu, Tarlu may select and use packaging based on the reasonable operational judgement of Tarlu Personnel carrying out the packing, having regard to the Goods, the Order, available packaging, the selected carrier service and the apparent level of protection reasonably required. Packaging selection may vary between packers, Orders and occasions. Tarlu does not warrant that the packaging selected will be the cheapest, smallest, most environmentally efficient or most robust option available. The Client shall pay the applicable Charges for the packaging and protective materials actually used.
8.7 Where the Client has provided packaging Instructions expressly accepted by Tarlu, Tarlu shall use reasonable endeavours to follow them. Tarlu may depart from those Instructions where Tarlu Personnel carrying out the packing reasonably consider that alternative packaging is appropriate because of the nature or condition of the Goods, the contents of the Order, product protection, carrier requirements, packaging availability, safety, practicality or another relevant operational consideration. Such a departure does not of itself constitute negligence or breach of the Contract.
8.8 Tarlu does not guarantee the continuous availability of any particular carton, envelope, pallet, protective material or other packaging item. Tarlu may use reasonably suitable alternative packaging without first consulting the Client where the specified packaging is unavailable or where doing so is reasonably necessary to avoid delaying the processing or despatch of Orders. Any resulting packaging and handling Charges remain payable by the Client.
8.9 Any new or amended packaging Instruction is subject to Tarlu's written acceptance and a reasonable implementation period. The Client acknowledges that implementation may require procurement, stock segregation, system changes, staff communication, training or completion of Orders already in progress. The new or amended Instruction shall not apply to Orders processed before Tarlu confirms its implementation date, and isolated deviations during the implementation period do not of themselves constitute negligence or breach of the Contract.
9. Orders and fulfilment
9.1 The Client shall submit complete and accurate Orders through the agreed channel. Tarlu may rely on the latest order data received before processing begins.
9.2 Tarlu may reject or pause an Order affected by insufficient goods recorded as available in the WMS, conflicting data, unsupported instructions, carrier restrictions, suspected fraud, illegality or Client Default.
9.3 Picking documents, packing lists, labels and carrier documents may be system-generated. Tarlu does not warrant that any software or document will be free from defects, omissions or inconsistencies.
9.4 Where a packing list or system document conflicts with the Order, Tarlu may pause, correct or process the Order using the information it reasonably considers authoritative. The Client shall promptly resolve any ambiguity.
9.5 Tarlu shall use reasonable care in picking and packing but does not warrant error-free fulfilment. Isolated picking, packing, labelling or counting errors do not of themselves establish negligence.
9.6 Changes or cancellations are effective only when accepted by Tarlu before the relevant processing stage. The Client is liable for work already completed and costs incurred.
10. Systems, integrations and electronic records
10.1 The Client acknowledges that the Services depend on the WMS, Tarli, carrier systems, ecommerce platforms, APIs, networks, cloud providers and other third-party technology.
10.2 Tarlu does not warrant uninterrupted, error-free or real-time availability, transmission, synchronisation or operation of any system or integration.
10.3 Tarlu is not liable for overselling, duplication, delayed stock updates, incorrect allocations, failed labels, data corruption or similar issues caused by or contributed to by third-party systems, Client systems, integration delays, inaccurate data or events outside Tarlu's reasonable control.
10.4 Where Tarlu itself identifies a system or data error, it may correct records, reprocess transactions and take reasonable remedial steps without admitting liability.
10.5 Tarlu may rely on records generated or retained by its systems and operations, including WMS, Tarli, scanner, CCTV, photographic, email, API, carrier and audit-log records, as evidence of the events, times, instructions and user actions recorded, unless the Client demonstrates that the relevant record contains a clear error.
10.6 Tarli is the primary account-management and case-management channel. Claims, complaints and formal operational requests must be submitted through Tarli where that functionality is available.
10.7 Tarlu does not verify whether an Order, payment, customer, consignee or transaction is genuine or fraudulent. Fraud screening, payment authorisation and customer verification remain the Client's responsibility unless expressly agreed otherwise.
10.8 All intellectual property in Tarlu's systems, Tarli, workflows, templates, documentation, rate cards, reports and operating methods remains Tarlu's property. The Client grants Tarlu a non-exclusive licence to use its brands, product content, labels, artwork and other materials solely to provide the Services and warrants that such use does not infringe third-party rights.
10.9 The Client is responsible for maintaining the confidentiality and security of its user accounts, passwords, API keys, access tokens, integration credentials and other authentication information. The Client shall control user access and promptly notify Tarlu of any actual or suspected compromise. Tarlu may treat any Instruction received through an authorised account, email address, system or integration as genuine unless Tarlu has received prior notice that the relevant account or credentials have been compromised.
10.10 Tarlu may retain and delete CCTV, photographs, scanner records, system logs, emails, carrier records and other operational information in accordance with its normal retention practices and legal obligations. Tarlu is not required to retain any particular operational record indefinitely or beyond its normal retention period unless the Client makes a timely written request identifying the relevant event and Tarlu confirms that preservation is reasonably practicable. Any additional preservation, retrieval or investigation work is chargeable.
10.11 The Client is responsible for the accuracy, legality and completeness of all product descriptions, marketing claims, regulatory wording, warranty statements, labels, artwork, inserts, packing slips and other content supplied or approved by the Client. Tarlu may reproduce and use such material in providing the Services without independently verifying it and is not responsible for any misleading, inaccurate, incomplete or unlawful content.
11. Forecasting, capacity and peak periods
11.1 The Client shall provide timely and accurate forecasts in the form and frequency reasonably required by Tarlu.
11.2 Forecasts do not bind Tarlu to accept unlimited volumes and do not guarantee capacity, labour, storage space, cut-off times or performance.
11.3 Where actual volumes materially exceed forecasts, or no adequate forecast is supplied, Tarlu may revise timescales, prioritise work, impose additional Charges, use agency labour or decline volumes without liability.
11.4 During peak periods, emergencies or exceptional demand, Tarlu may modify cut-off times, service priorities and operating procedures on reasonable notice where practicable.
12. Carriage and delivery
12.1 Tarlu may select and contract with carriers as subcontractors or arrange carriage as the Client's agent. In either case, carriage is subject to the applicable carrier's terms, exclusions, service conditions, claim requirements and liability limits, which the Client is deemed to accept.
12.2 Where the Client appoints, nominates or requires the use of a particular carrier, that carrier acts on the Client's behalf and Tarlu is not responsible for the carrier's acts or omissions. Tarlu may provide reasonable administrative assistance in dealing with that carrier at the Client's cost.
12.3 Tarlu's custody and responsibility for Goods ends when the Goods are presented for collection at the agreed collection point. Risk in a Consignment passes to the Client at that time.
12.4 Next-day, timed, Saturday, economy and other delivery descriptions are carrier service aims and are not guarantees by Tarlu.
12.5 Tarlu is not liable for any carrier delay, loss, damage, misdelivery, refusal, failed delivery, customs delay, failure to obtain a signature or other act or omission of a carrier, except to the extent that the relevant loss was directly caused by Tarlu's own breach before its custody and responsibility ended under clause 12.3.
12.6 Where loss, damage, delay, misdelivery or non-delivery occurs while Goods are in the custody or control of a carrier, any claim is subject to the carrier's applicable terms, exclusions, liability limits and notification deadlines. Such a claim is a claim against the carrier and is not a claim against Tarlu under clause 16 unless Tarlu separately accepts or is found to have liability under these Conditions.
12.7 Where Tarlu selected and contracted with the carrier as part of the Services, Tarlu may assist the Client in submitting a claim to the carrier. Tarlu does not guarantee that the carrier will accept or pay the claim.
12.8 The Client must notify Tarlu promptly and provide all information and evidence required by Tarlu or the carrier within the applicable carrier deadline, including where relevant evidence of value, photographs, packaging, labels, delivery records and proof of loss. Tarlu is not responsible where a claim is rejected, reduced or delayed because information or evidence was missing, inaccurate or provided late.
12.9 Any compensation payable to the Client in respect of a carrier claim is limited to the amount actually recovered by Tarlu from the carrier for that claim, after deduction of any applicable claims-handling fee and other Charges. Tarlu is not required to compensate or credit the Client before Tarlu receives payment from the carrier.
12.10 Carrier compensation does not make Tarlu liable for any remaining or additional loss, including any difference between the compensation recovered and the value of the Goods, loss of profit, loss of sales, customer refunds, chargebacks, penalties or any indirect or consequential loss.
12.11 If Tarlu accepts responsibility for failing to despatch an Order using a purchased premium service, the Client's sole remedy is a credit of the incremental premium-service surcharge actually charged by Tarlu, unless otherwise required by law. No refund or credit is due where the failure results from Client Default, insufficient Stock, unsupported Instructions, carrier failure or Force Majeure.
12.12 The Client is responsible for the accuracy and completeness of consignee names, addresses, access details, telephone numbers, customs information and delivery Instructions. All re-delivery, return, storage, disposal, correction and related costs arising from inaccurate or incomplete information are chargeable to the Client.
12.13 Where a Consignee fails or refuses to accept delivery, Tarlu or the carrier may return the Consignment or hold it pending further Instructions. All return, storage, handling, redelivery and related Charges are payable by the Client. If the Client does not provide workable Instructions within a reasonable period specified by Tarlu, Tarlu may return, sell or dispose of the Goods in accordance with clauses 13 and 15. Goods which are perishable, deteriorating, unsafe or creating operational risk may be dealt with on such shorter notice as is reasonable in the circumstances.
13. Returns, recalls and disposal
13.1 Returns are processed only to the level expressly agreed. Unless a detailed inspection is purchased, Tarlu does not test Goods or determine whether they are safe, complete, genuine, merchantable or fit for resale.
13.2 The Client is solely responsible for recalls, safety notices, refunds, replacement decisions and regulatory reporting. Tarlu may charge all costs of assisting.
13.3 Tarlu may dispose of Goods where instructed, where Goods are unsafe, where required by law, or where the Client fails to remove them following notice. Disposal is at the Client's risk and cost.
13.4 Tarlu acts solely as a logistics-services provider and is not the seller, retailer, manufacturer, producer, importer, distributor or contracting party in any sale between the Client and a Consignee. The Client remains solely responsible for all consumer-law obligations, cancellations, refunds, warranties, product remedies, product information and customer-service obligations.
14. Charges and price changes
14.1 The Client shall pay the Charges in the Price List in force when the relevant Service is performed, plus VAT and all third-party costs, duties, taxes, surcharges and expenses where applicable.
14.2 Tarlu will aim to give at least 30 days' written notice of general discretionary price changes where reasonably practicable.
14.3 Tarlu may pass through, increase or introduce Charges on shorter notice or immediately where required to reflect carrier, courier, fuel, packaging, utility, labour, statutory wage, tax, duty, levy, regulatory, landlord, insurance, technology, supplier or other externally imposed cost changes outside Tarlu's reasonable control.
14.4 Tarlu may correct pricing errors and may revise Charges where Client data, volumes, product characteristics, order profiles or operational requirements differ from those quoted.
14.5 Quotations and pricing are based on the Client's stated volumes, SKU count, units per Order, product dimensions and weights, storage profile, inbound profile, handling requirements and other assumptions. Tarlu may reprice where actual activity or characteristics materially differ from those assumptions.
14.6 Additional work caused by Client Default, non-compliant Goods, missing ASN, inaccurate data, special handling, rework, investigation, urgent requests or out-of-hours activity is chargeable at the Price List or a reasonable rate.
14.7 Reports, data extracts, historic investigations, reconciliations, audits, security questionnaires, compliance questionnaires and other administrative work outside Tarlu's standard Services and reporting are subject to available resources and are chargeable at the Price List or a reasonable rate.
15. Invoicing and payment
15.1 Tarlu may invoice weekly or at another frequency notified to the Client. Invoices are payable within the agreed credit period and without deduction, withholding, set-off or counterclaim.
15.2 The Client must review each invoice and raise any genuine dispute through the agreed billing process within 10 Business Days after receipt of the invoice, identifying each disputed line and providing supporting evidence.
15.3 To the fullest extent permitted by law, an invoice not disputed within that period is deemed accepted and final, except for fraud or a manifest clerical error. Tarlu is not obliged to investigate or credit historic billing issues raised after the deadline.
15.4 The Client shall pay all undisputed sums by the due date. Raising a dispute does not permit withholding unrelated amounts.
15.4A Following resolution of an invoice dispute, any balancing payment shall be made, or any agreed credit note issued, within 10 Business Days.
15.5 Overdue sums bear interest at 4% above the Bank of England base rate or, where more advantageous to Tarlu and legally available, under the Late Payment of Commercial Debts (Interest) Act 1998, but not both for the same period, together with applicable recovery costs.
15.6 Tarlu may suspend any or all Services, decline Orders, withhold release of Goods or require payment in advance where any sum is overdue or Tarlu reasonably considers the Client's creditworthiness has deteriorated.
15.7 Tarlu has a general and particular lien over all Goods, documents, records and property in its possession for all sums claimed or payable by the Client or an owner of the Goods, whether due or not and whether relating to those Goods or another contract.
15.8 Storage and other Charges continue during a lien or suspension. After giving at least 14 days' notice, or such shorter period as is reasonable for perishable or hazardous Goods, Tarlu may sell or dispose of Goods as the Client's agent and apply proceeds against sums due and costs, without liability for the price achieved.
15.9 Tarlu may set off any amount owed by the Client against any amount Tarlu owes to the Client.
15.10 Following resolution of an invoice dispute, any balancing payment shall be made, or any agreed credit note issued, within 10 Business Days.
16. Claims Against Tarlu
16.1 This clause applies only to claims made by the Client against Tarlu arising from an alleged breach of the Contract, negligence, wilful default or other act or omission of Tarlu. It does not apply to claims relating to loss, damage, delay, misdelivery or non-delivery occurring while Goods are in the custody or control of a carrier, which shall be dealt with under the provisions relating to carrier claims.
16.2 Tarlu shall not be liable for any claim unless the Client: (a) gives Tarlu written notice of the claim within 10 days after the event giving rise to the claim first became, or ought reasonably to have become, known to the Client or the Consignee; and (b) provides Tarlu with full details of the claim and all reasonably required supporting evidence within 21 days after that event first became, or ought reasonably to have become, known to the Client or the Consignee. Notification must be made through the claims process specified by Tarlu from time to time.
16.3 The Client must provide all information reasonably required by Tarlu to investigate the claim, including where applicable: (a) the relevant order, shipment, SKU, batch or consignment details; (b) the quantity and gross weight of the Goods affected; (c) evidence that the Goods were delivered to and accepted by Tarlu; (d) purchase, manufacturing or other evidence of the Client's direct cost of the Goods; (e) evidence of ownership of, or authority in relation to, the Goods; (f) stock records, sales records and system data relevant to the alleged loss; (g) photographs, packaging, labels, delivery records and other physical or electronic evidence; (h) details of any insurance claim or recovery from any third party; and (i) any other information reasonably required to establish the cause, nature and value of the alleged loss. Tarlu may reject a claim where the Client fails to provide sufficient information or evidence to permit a proper investigation.
16.4 A stock discrepancy, system variance, negative stock figure, stock adjustment, counting difference or difference between the Client's records and Tarlu's records shall not, by itself, establish that Goods have been physically lost or that Tarlu has been negligent or is otherwise in breach of the Contract. The Client must establish, on the balance of probabilities, that: (a) the relevant Goods were physically delivered to and accepted by Tarlu; (b) the Goods were not subsequently despatched, returned, transferred, adjusted, quarantined, relabelled, written off or otherwise dealt with in accordance with the Services; and (c) the alleged loss was directly caused by an act or omission for which Tarlu is legally responsible.
16.5 Any investigation, correspondence, stock check, recount, system review, goodwill payment, operational assistance or discussion by Tarlu shall not constitute an admission of liability or a waiver of any provision of the Contract.
16.6 Any claim shall be limited to the Client's proven direct financial loss and shall be calculated by reference to the lowest of:
(a) the Client's actual purchase or manufacturing cost of the affected Goods;
(b) the reasonable cost of repairing or reconditioning the affected Goods;
(c) the reasonable cost of replacing the affected Goods on a like-for-like basis; and
(d) £100 per tonne of the gross weight of the Goods actually affected by the claim, unless a higher liability limit has been expressly agreed in writing by Tarlu in accordance with these Conditions.
No claim may be based on retail value, recommended retail price, anticipated sales value, lost margin or future profit.
16.7 The Client shall take all reasonable steps to avoid or reduce any loss. Tarlu shall not be liable for any loss to the extent that the Client failed to take reasonable steps to mitigate it.
16.8 The Client shall not recover from Tarlu more than its actual proven direct loss. Any sum recovered or recoverable by the Client from an insurer, carrier, supplier, manufacturer, customer or other third party in relation to the same loss shall reduce any amount otherwise recoverable from Tarlu. The Client must disclose to Tarlu any insurance claim, payment, credit, refund or third-party recovery relating to the same event.
16.9 Where Goods that were treated as lost are subsequently found or recovered after Tarlu has made a payment or issued a credit, the Client shall: (a) promptly notify Tarlu; (b) repay the relevant amount or permit Tarlu to reverse the credit, less any proven reduction in the value of the Goods; and (c) cooperate with Tarlu in returning the Goods to available stock or otherwise dealing with them.
16.10 All claims arising from the same event, cause, error, omission, system issue or series of connected events shall be treated as one claim for the purpose of applying any limitation of liability. A single event or connected series of events shall not be treated as multiple claims merely because it affects more than one order, SKU, unit, Consignee or invoice.
16.11 No legal proceedings, counterclaim or other formal action may be brought against Tarlu unless they are issued and served within nine months after the event giving rise to the claim. Where the claim concerns an alleged failure by Tarlu to despatch Goods, time shall run from the first Business Day after the agreed despatch date.
16.12 All claims under this clause remain subject to the exclusions and limitations of liability set out elsewhere in these Conditions. Nothing in this clause increases Tarlu's liability or creates any liability where none would otherwise exist.
17. Insurance
17.1 Tarlu shall maintain insurance which it reasonably considers appropriate for its potential legal liabilities. Such insurance is not goods-in-trust or stock insurance for the Client.
17.2 Tarlu does not insure, underwrite or guarantee the value of the Goods. The Charges are calculated on that basis.
17.3 The Client shall maintain adequate insurance for the Goods in storage and transit, business interruption, product liability, recall, cyber risks and all other risks appropriate to its business.
17.4 The existence or amount of Tarlu's insurance does not increase Tarlu's contractual liability or give the Client rights under any policy.
17.5 On reasonable request Tarlu may provide evidence of relevant insurance, subject to confidentiality and insurer restrictions.
17.6 Any insurer or other person claiming through or in the name of the Client shall have no greater rights against Tarlu than the Client and shall be subject to all exclusions, claims requirements, defences and limitations of liability in these Conditions. The Client shall ensure, so far as reasonably available on commercial terms, that its insurance does not provide any greater right of subrogation against Tarlu than the Client has under the Contract.
18. Limitation of liability
18.1 The restrictions in this clause apply to every liability arising in contract, tort including negligence, misrepresentation, restitution, breach of statutory duty or otherwise.
18.2 Nothing excludes liability which cannot legally be excluded, including death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that law prohibits from being limited.
18.3 Subject to clause 18.2, Tarlu is liable only to the extent that the Client proves direct loss was caused by Tarlu's failure to exercise reasonable care and skill or other material breach of the Contract. No inference of breach arises merely from a stock variance, system record, isolated error or inability to locate Goods temporarily.
18.4 For physical loss of or damage to Goods while in Tarlu's custody and before Tarlu's custody and responsibility end under clause 12.4, Tarlu's liability shall not exceed the lowest of: (a) the Client's proven direct financial loss; (b) the original purchase or manufacturing cost of the affected Goods excluding profit and overhead; (c) the reasonable cost of repair or reconditioning; and (d) £100 per tonne of the gross weight of the Goods actually lost or damaged.
18.5 The £100-per-tonne limit applies to the affected Goods only, not the entire consignment, SKU holding or account. A higher limit applies only where, before Tarlu accepts the relevant Goods, the Client provides a written declaration stating the nature, location, gross weight and maximum value of the Goods; Tarlu and, where required, its insurer accept that limit in writing; and all additional insurance or risk Charges are paid. Any higher limit has no retrospective effect and lapses if relevant information is inaccurate or Charges remain unpaid.
18.6 For claims not relating directly to physical loss of or damage to Goods, Tarlu's total liability for each event or connected series of events shall not exceed £1,000.
18.7 The applicable category-specific limit in clause 18.4 or 18.6 shall first be applied to each event or connected series of events. All such liabilities are then subject to Tarlu's total aggregate liability in any 12-month period, which shall not exceed the lower of £5,000 and the Charges paid by the Client for the specific Services giving rise to the claim during the three months preceding the event. In every case, the lowest applicable limit governs.
18.8 Connected acts, omissions, errors, system incidents or claims arising from the same or related cause are treated as one event. A Client may not divide one incident into multiple claims, Orders, SKUs, units or invoices to increase a limit.
18.9 Tarlu shall not be liable for: loss of profit, revenue, sales, business, anticipated savings, contract, opportunity, goodwill, reputation, use, data or software; business interruption; wasted expenditure; management time; marketplace or retailer penalties; chargebacks; refunds to consumers; liquidated damages; recall costs; regulatory fines; or indirect or consequential loss.
18.10 Tarlu is not liable to the extent loss is caused or contributed to by Client Default, defective or unsuitable Goods, inaccurate data, barcode failure, unsupported Instructions, Client systems, third-party integrations, carriers, Consignees, marketplaces, customs authorities or Force Majeure.
18.11 Tarlu gives no warranty of absolute stock accuracy, uninterrupted systems, error-free fulfilment, real-time inventory, FIFO or FEFO unless expressly contracted, or guaranteed despatch or delivery.
18.12 Each exclusion and limitation of liability in these Conditions applies separately. If any one of them is found not to apply or to be unenforceable, the others shall continue to apply. Any exclusion or limitation shall be applied to the Client's claim before the Client asserts any set-off or counterclaim against sums due to Tarlu.
19. Client indemnities
19.1 The Client shall indemnify Tarlu against all liabilities, losses, claims, fines, duties, taxes, costs and professional expenses arising from: (a) the Goods or their ownership, legality, safety, defect or recall; (b) Dangerous Goods or Waste; (c) inaccurate data or Instructions; (d) infringement of third-party rights; (e) customs, tax, excise or regulatory non-compliance; (f) acts or omissions of the Client's suppliers, carriers, customers or systems; and (g) breach of the Contract.
19.2 An indemnity under this clause does not apply to the extent that the relevant liability is finally determined to have been directly caused by Tarlu's negligence, wilful default or material breach of the Contract, or to the extent it cannot lawfully be imposed.
20. Data protection and confidentiality
20.1 Each party shall comply with applicable data-protection law. Unless otherwise agreed, the Client is controller and Tarlu is processor for personal data processed to provide the Services.
20.2 The Client shall ensure it has all lawful bases, notices and consents required to provide personal data to Tarlu and its carriers, subcontractors and technology providers.
20.3 Tarlu may appoint subprocessors and transfer data where lawful and reasonably required to provide the Services.
20.4 Each party shall keep confidential information confidential, except where disclosure is required to perform the Contract, obtain professional advice, comply with law or enforce rights.
20.5 Tarlu may use anonymised and aggregated operational data for capacity planning, benchmarking, service improvement and business analysis.
21. Suspension and termination
21.1 Either party may terminate the Contract by written notice where the other party:
(a) commits a material breach of the Contract and, where the breach is capable of remedy, fails to remedy it within 14 days after receiving written notice requiring it to do so;
(b) repeatedly breaches the Contract in a manner which reasonably demonstrates that it is unwilling or unable to comply with its obligations;
(c) becomes insolvent, ceases trading or is subject to an insolvency process; or
(d) suffers a serious deterioration in its ability to perform its obligations under the Contract.
21.2 Tarlu may suspend or terminate immediately where Goods are unsafe or unlawful, the Client fails to pay, insurance is not maintained, regulatory compliance is in doubt, the Client abuses Tarlu Personnel, or continued performance presents material operational, legal, reputational or credit risk.
21.3 Either party may terminate on six months' written notice unless another minimum term or notice period is agreed.
21.4 Termination does not affect accrued rights. The Client shall immediately pay all sums due and all exit, storage, handling, transfer, disposal and transition Charges.
21.5 Tarlu is not obliged to release Goods while any lien applies or until all Charges and reasonably anticipated exit costs are paid or secured.
21.6 The Client shall arrange removal of Goods within the period stated by Tarlu. If it fails to do so, Tarlu may continue charging and, after notice, sell or dispose of the Goods at the Client's risk and expense.
21.7 Tarlu is not required to provide transition or exit assistance free of charge. Any stock count, data export, relabelling, packing, loading, transfer, project work or liaison with an incoming provider is subject to available capacity, Tarlu's standard format and additional Charges.
21.8 Any exit stock report or data export is an operational snapshot at the time produced and is not a warranty of absolute accuracy. Tarlu is not responsible for reconciliation with an incoming provider's records, systems or physical counts.
21.9 Tarlu may withdraw access to systems, integrations and Tarli following termination, subject to any legal retention obligation. Clauses concerning payment, lien, liability, claims, confidentiality, data protection, intellectual property, indemnities and dispute resolution survive termination.
22. TUPE
22.1 The parties do not intend that the Transfer of Undertakings (Protection of Employment) Regulations 2006 or any replacement legislation shall transfer the employment of any person to Tarlu on commencement of the Services unless expressly agreed in writing.
22.2 Before commencement of the Services, the Client shall notify Tarlu of any person who is assigned, wholly or mainly, to activities which are to become part of the Services and shall provide all information reasonably requested by Tarlu concerning any potential employment transfer.
22.3 The Client shall indemnify Tarlu against all employment liabilities, claims, costs and expenses arising from:
(a) the employment or termination of any person before any transfer to Tarlu;
(b) any failure by the Client, an incumbent provider or another transferor to comply with TUPE or employment law;
(c) any person transferring or alleging that they have transferred to Tarlu where that transfer was not expressly accepted by Tarlu in writing;
(d) inaccurate, incomplete or late employee information; and
(e) any act or omission occurring before the relevant transfer.
22.4 Where termination, expiry or transfer of the Services may result in an employee of Tarlu transferring to the Client or an incoming provider, the Client shall, and shall procure that the incoming provider shall, comply with TUPE and all related consultation, information and employment obligations.
22.5 The Client shall indemnify Tarlu against all employment liabilities, claims, costs and expenses arising from:
(a) the Client's or an incoming provider's refusal or failure to accept a transfer required by TUPE;
(b) any act or omission of the Client or incoming provider occurring after the transfer;
(c) any proposed change to working conditions or dismissal connected with the transfer; and
(d) any failure by the Client or incoming provider to comply with TUPE or applicable employment law.
22.6 Each party shall provide information and reasonable cooperation required by Applicable Laws in connection with a potential transfer. Any material work required from Tarlu in connection with TUPE, consultation, employee information or transition planning is chargeable unless caused solely by Tarlu's breach.
23. Force majeure
23.1 Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including fire, flood, storm, pandemic, war, terrorism, civil disorder, industrial action, labour shortage, utility failure, cyber incident, system or network outage, carrier failure, shortage of premises or equipment, government action, border disruption or supplier failure.
23.2 Tarlu may allocate limited labour, storage, transport or other capacity between clients as it reasonably considers appropriate during a Force Majeure Event.
23.3 The affected party shall use reasonable endeavours to mitigate the effect but is not required to incur disproportionate cost.
24. Notices and communications
24.1 Operational communications, claims, complaints and account requests may be given through Tarli, the WMS or email to an approved address. Formal termination notices and legal notices must also be sent by email to the designated legal or contract address and by recorded or next-Business-Day post to the registered office.
24.2 A communication through Tarli or the WMS is deemed received when recorded by the system. Email is deemed received when transmitted, or at 9.00 am on the next Business Day if sent outside Working Hours. Post is deemed received at 9.00 am on the second Business Day after posting.
24.3 This clause does not govern service of court proceedings.
25. General
25.1 Entire agreement. The Contract constitutes the entire agreement and supersedes previous statements and arrangements relating to its subject matter, except fraud.
25.2 Variation. Tarlu may vary these Conditions on 30 days' written notice. A shorter period may be used for changes required by law, security, insurance, carriers, technology providers or circumstances outside Tarlu's reasonable control. Continued use of the Services after the effective date constitutes acceptance.
25.3 Assignment. Tarlu may assign, transfer, subcontract or otherwise deal with its rights and obligations. The Client may not do so without Tarlu's prior written consent.
25.4 No waiver. Delay or failure to exercise a right is not a waiver.
25.5 Severance. An invalid provision shall be modified or deleted only to the minimum extent necessary, without affecting the remainder.
25.6 Third-party rights. Except for Tarlu's Personnel, subcontractors and insurers who may rely on exclusions and limits, no person has rights under the Contracts (Rights of Third Parties) Act 1999.
25.7 No partnership or agency. Nothing creates a partnership or joint venture. Except where Tarlu arranges carriage as agent under clause 12, neither party may bind the other.
25.8 No exclusivity. Tarlu may provide services to any other person, including competitors of the Client.
25.9 Site access and audits. The Client has no right to enter operational areas or audit Tarlu without prior written agreement. Any approved visit or audit is subject to reasonable notice, confidentiality, safety and security requirements, limited frequency and reimbursement of Tarlu's reasonable time and costs.
25.10 Non-solicitation. During the Contract and for six months after its termination, the Client shall not, without Tarlu's prior written consent, directly or indirectly solicit, entice away or knowingly engage any Tarlu employee who was materially involved in providing the Services during the six months preceding termination. If the Client breaches this clause, it shall pay Tarlu a recruitment fee equal to 25% of that person's annual gross remuneration at the date of engagement, which the parties agree is a reasonable estimate of Tarlu's recruitment, replacement, training and operational disruption costs.
25.11 Change control. New or changed processes, integrations, reports, packaging specifications, service levels or other requirements are not binding until scoped, priced and accepted in writing by Tarlu.
25.12 Counterparts and electronic execution. The Contract may be executed electronically and in counterparts, each of which is an original and together form one instrument.
25.13 Governing law. The Contract and all disputes are governed by the law of England and Wales.
25.14 Jurisdiction. The courts of England and Wales have exclusive jurisdiction.
Schedule 1 — Data processing
1. Scope
1.1 This Schedule applies where Tarlu processes personal data on behalf of the Client in providing the Services.
1.2 The subject matter and duration of the processing are the provision of the Services for the duration of the Contract and any legally required retention period.
1.3 The nature and purpose of the processing may include receiving, recording, storing, organising, retrieving, using, transmitting, disclosing and deleting personal data for warehousing, fulfilment, delivery, returns, customer support, claims, reporting, compliance and related purposes.
1.4 The personal data may include names, postal addresses, email addresses, telephone numbers, order information, delivery information, returns information, communications, identifiers and other personal data supplied by or on behalf of the Client.
1.5 Data subjects may include the Client's customers, Consignees, suppliers, representatives, personnel and other persons whose data is supplied in connection with the Services.
2. Client instructions
2.1 Tarlu shall process personal data only on the Client's documented instructions, including the Contract and Instructions properly given under it, unless processing is required by Applicable Laws.
2.2 Tarlu shall promptly inform the Client if, in Tarlu's reasonable opinion, an Instruction infringes applicable data-protection law, unless prohibited from doing so by law.
3. Confidentiality and security
3.1 Tarlu shall ensure that persons authorised to process personal data are subject to appropriate confidentiality obligations.
3.2 Tarlu shall implement appropriate technical and organisational measures designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, taking account of the nature of the processing, available technology, implementation costs and the risks involved.
4. Subprocessors
4.1 The Client gives Tarlu general authority to appoint carriers, technology providers, hosting providers, professional advisers and other subprocessors reasonably required to provide the Services.
4.2 Tarlu shall impose data-protection obligations on each subprocessor which provide an equivalent level of protection for relevant personal data as required by applicable data-protection law.
4.3 Tarlu remains responsible for the performance of its subprocessors' data-protection obligations to the extent required by law.
5. International transfers
5.1 Tarlu shall not transfer personal data outside the United Kingdom unless the transfer complies with applicable data-protection law and an appropriate transfer mechanism is used where required.
6. Assistance
6.1 Taking account of the nature of the processing and information available to it, Tarlu shall provide reasonable assistance to the Client with:
(a) data-subject rights requests;
(b) personal-data breaches;
(c) data-protection impact assessments;
(d) consultations with supervisory authorities; and
(e) demonstrating compliance with applicable controller obligations.
6.2 Assistance outside Tarlu's standard Services, or caused by the Client's breach or Instructions, is chargeable at the Price List or a reasonable rate.
7. Personal-data breaches
7.1 Tarlu shall notify the Client without undue delay after becoming aware of a personal-data breach affecting personal data processed on the Client's behalf.
7.2 Tarlu shall provide information reasonably available to it to assist the Client in meeting any applicable notification obligations.
8. Deletion and return
8.1 On termination of the relevant Services, Tarlu shall, at the Client's written choice, delete or return personal data processed on the Client's behalf, unless Applicable Laws require or permit continued retention.
8.2 Tarlu may retain archived or backup copies in accordance with its normal retention practices, provided that such data remains protected and is not used for any other purpose.
9. Information and audits
9.1 Tarlu shall make available information reasonably necessary to demonstrate compliance with this Schedule.
9.2 Any audit requested by the Client shall:
(a) be subject to reasonable prior written notice;
(b) take place during normal business hours;
(c) avoid unreasonable disruption;
(d) protect other clients' information and Tarlu's confidential information;
(e) use existing independent audit reports and certifications where reasonably sufficient; and
(f) be conducted no more than once in any 12-month period unless required following a material personal-data breach or by a competent authority.
9.3 The Client shall pay Tarlu's reasonable costs of responding to audits, questionnaires or requests which exceed Tarlu's standard compliance assistance, except to the extent the request results directly from Tarlu's proven breach of this Schedule.
10. Client responsibilities
10.1 The Client warrants that:
(a) it is entitled to provide the personal data to Tarlu;
(b) it has provided all necessary privacy information;
(c) it has a lawful basis for the processing and disclosure involved;
(d) its Instructions comply with applicable data-protection law; and
(e) the personal data supplied is adequate, relevant, accurate and limited to what is necessary.
10.2 The Client remains responsible for responding to data-subject requests and determining whether any personal-data breach must be reported to a supervisory authority or affected person.