Standard Conditions of Warehousing Services

Last updated: 29 April 2026. Effective from: 29 April 2026.

Where this document sits. This is one of several documents that govern your use of FLOX. The full hierarchy, in order of precedence, is: (1) Platform Terms (Parts A–D); (2) Part E of the Platform Terms; (3) the specific Provider Services Agreement entered into for an Order, including the Pricing Schedule and Order Data; (4) the applicable Service Terms (Standard Conditions of Warehousing or Standard Conditions of Carriage). The Acceptable Use Policy is incorporated into the Platform Terms and the Website Terms of Use. The Privacy Policy and Cookie Policy operate alongside and govern personal-data processing.

These terms and conditions of warehousing services ("Service Terms") constitute Part E – Additional Terms as referenced in the FLOX Platform Terms of VCL Trading Europe Limited, available at https://www.flox.is/platform-terms, and shall apply to all warehousing services for which orders are placed via the FLOX Platform.

Unless expressly defined otherwise, all capitalised terms used in these Service Terms and any related ancillary documents shall have the meanings given to them in Part D (Definitions) of the FLOX Platform Terms.

In the event of any inconsistency or conflict, the FLOX Platform Terms shall prevail over these Service Terms.

The parties are advised to consult the most recent version of the FLOX Platform Terms prior to submitting any Order for warehousing services governed by these Service Terms.

Who is VCL? VCL is VCL Trading Europe Limited, company number 07784688, registered office Marlborough House, 298 Regents Park Road, London, United Kingdom, N3 2SZ; VAT GB288257261. VCL is a wholly owned subsidiary of Value Chain Lab Ltd. VCL operates the FLOX Platform and acts solely as a technology-enabled intermediary connecting Providers and Service Recipients. VCL is not a warehouse operator, common carrier, freight forwarder, agent or principal in respect of any warehousing service contracted through the platform.

1. Scope and Roles

   1. These Service Terms apply to Providers and Service Recipients. VCL acts solely as a technology-enabled intermediary connecting Providers and Service Recipients in accordance with the FLOX Platform Terms. VCL is not a common carrier nor a contracting party for any warehousing service.
   2. These Service Terms, the Rates and other Order data applicable to the Provider Services and contained in the Service Recipient's Order, shall be deemed to be incorporated into the Provider Services Agreement.
   3. Where a Provider Services Agreement is specified to run for a fixed term, in the event that the Service Recipient continues to use the Provider Services, the Provider Services Agreement shall automatically continue at the end of the fixed term, and may be terminated by either party giving to the other 30 days' notice.
   4. Subject to clause 4 any deviating terms proposed by either party shall be of no effect unless expressly approved and duly recorded writing via the Platform's Information Exchange.

2. Warranties

   1. Provider warrants that it operates lawfully, has the right to offer the warehousing services listed, and will maintain any required permits.
   2. The Service Recipient warrants and represents that it is the legal proprietor of the Goods which are to be placed in the Provider's storage, or it is validly authorised to accept these Service Terms on behalf of the Goods' legal owner.
   3. The Service Recipient and Provider warrant to the VCL and one another that they approve and shall ratify any acts carried out by VCL as agent on their behalf within the scope of these Terms.
   4. The Service Recipient and the Provider shall each, at their own expense, take all reasonable actions necessary to give full effect to the Provider Services Agreement.

3. Obligations

   1. Provider shall store the Goods in secure, fit-for-purpose facilities and exercise reasonable care in handling Goods.
   2. The Service Recipient shall present Goods for storage in a manner that is safe, appropriately packaged, and compliant with all applicable health, safety, environmental and transport regulations, including hazardous substances legislation and ecological protection laws and in particular will ensure that the Goods shall not be:
      1. contaminated, infested, leaking, or otherwise capable of causing harm or damage to persons, facilities, the environment, or other stored goods;
      2. expired or beyond any applicable "best before," "use by," or legally regulated consumption or handling date.
   3. The Service Recipient shall notify the Provider in writing, in advance, of any special handling requirements or legal obligations applicable to the Goods, including any sensitivities arising from their perishable, fragile, or high-value nature.
   4. Service Recipients must not present for storage Goods that require specific licences, consents or registrations unless these have been clearly disclosed and documented, and shall indemnify the Provider against any liability resulting from the failure to disclose such requirements.

4. Insurance

   1. Provider’s insurance — minimum requirements
      1. The Provider shall, throughout the term of any Provider Services Agreement entered into through the FLOX Platform, take out and maintain at its own expense, with one or more reputable and solvent insurers authorised in the jurisdiction in which the Goods are stored, the following insurance policies:
         1. Public liability insurance covering bodily injury to and death of third parties (including the Service Recipient’s personnel and visitors) and damage to third-party property, with a minimum indemnity limit of £5,000,000 (or local equivalent) per occurrence and in the aggregate;
         2. Employer’s liability insurance to the limit required by mandatory law in the jurisdiction in which the Provider’s personnel are employed, and not less than £10,000,000 in the United Kingdom;
         3. Warehousekeeper’s legal liability insurance (or equivalent) covering the Provider’s legal liability for loss of or damage to the Goods while in its custody, on a basis no less broad than the limits of liability accepted by the Provider under clause 8 of these Service Terms;
         4. Property insurance covering the warehouse premises, buildings, plant, equipment, fixtures and the Provider’s own goods against the risks of fire, lightning, explosion, water damage, theft, malicious damage, storm, flood, falling aircraft and impact, on a comprehensive (all-risks) basis to full reinstatement value; and
         5. Business interruption insurance in respect of the Provider’s own business, on terms the Provider considers commercially reasonable.
      2. The Provider’s policies shall name VCL Trading Europe Limited as an interested party where commercially achievable, but the Provider does not warrant that VCL will be a co-insured.
   2. Service Recipient’s insurance — minimum requirements
      1. The Service Recipient shall, throughout the term of any Provider Services Agreement, take out and maintain at its own expense, with one or more reputable and solvent insurers, the following insurance policies:
         1. Goods (stock) insurance covering the Service Recipient’s Goods at the Provider’s premises against the risks of fire, lightning, explosion, falling aircraft, water damage (including flood and escape of water), storm, weight of snow, vehicle impact, smoke, theft, attempted theft, terrorism, riot and civil commotion, hail, frost, natural disasters, malicious damage, and any third-party recourse arising from the Goods themselves (including where the Goods are the cause of the loss), in each case to the full insurable value of the Goods at the relevant time;
         2. Public and product liability insurance appropriate to the Service Recipient’s products, with a minimum indemnity limit of £5,000,000 per occurrence; and
         3. Any insurance required by mandatory law in the jurisdiction(s) in which the Service Recipient operates.
      2. The Service Recipient is solely responsible for any deductible, excess or co-insurance retention applicable to its own policies.
      3. If the Service Recipient elects not to insure the Goods, that decision is at the Service Recipient’s exclusive risk; the Provider’s liability remains capped as set out in clause 8 (Limitation of Liability) and VCL has no liability whatsoever in respect of any uninsured loss.
   3. Mutual waivers of recourse
      1. The Service Recipient waives, and shall procure that its insurers waive, all rights of recourse and subrogation against the Provider, against VCL Trading Europe Limited, against Value Chain Lab Ltd, and against their respective insurers in respect of any loss of or damage to the Goods that is, or would have been, recoverable under the Service Recipient’s insurance policies referred to in clause 4.2.1, including (without limitation) losses caused by fire, lightning, explosion, falling aircraft, water damage, storm, snow, vehicle impact, smoke, theft, terrorism, riot, hail, frost, natural disaster, malicious damage, and any third-party or neighbour recourse — including in cases where the Goods themselves are the cause of the loss.
      2. The Provider waives, and shall procure that its insurers waive, all rights of recourse and subrogation against the Service Recipient, against VCL Trading Europe Limited, against Value Chain Lab Ltd, and against their respective insurers in respect of any loss of or damage to the Provider’s own buildings, plant, equipment, fixtures or own goods that is, or would have been, recoverable under the Provider’s insurance policies referred to in clause 4.1.1(d), in respect of the same perils.
      3. Each party shall communicate the terms of these mutual waivers to its insurers before any incident gives rise to a claim, so that the insurers are bound by the waivers under the doctrine of subrogation under English law (including section 79 of the Marine Insurance Act 1906 and the common-law principles of subrogation), or, where the Provider Services Agreement is governed by a system of law other than English law, under the equivalent statutory or common-law principles in that jurisdiction (including, where applicable, Article L 121-12 of the French Insurance Code).
      4. These mutual waivers shall be renewed on each renewal of the relevant insurance policy. Each party undertakes to notify the other of any change of insurer that may affect the operation of these waivers, and to procure that the new insurer accepts the waivers.
   4. Evidence and exchange of certificates
      1. Each party shall provide to the other party, through the FLOX Platform, a certificate of insurance evidencing the cover required of it under clauses 4.1 and 4.2 respectively: (a) on entry into the first Provider Services Agreement between them; (b) annually thereafter, at the start of each calendar year; (c) on each renewal or material amendment of any of the policies in question; and (d) on first written request from the other party.
      2. The Service Recipient and Provider shall each maintain their insurance contracts in force for the duration of the Provider Services Agreement, pay all premiums and contributions when due, and provide proof of payment promptly on request.
   5. Notification of changes
      1. Each party shall notify the other party of any material change made to its insurance policies during the term of any Provider Services Agreement which is likely to modify the scope or limits of cover in a manner adverse to the other party.
      2. If a party fails to maintain insurance as required by this clause 4, or fails to provide a certificate within ten Business Days of request, the other party may (without prejudice to its other rights): (i) take out equivalent cover at the defaulting party’s cost; or (ii) suspend performance of the Provider Services Agreement; or (iii) terminate the Provider Services Agreement on written notice through the FLOX Platform.
   6. VCL is not insured by either party
      1. The Service Recipient and the Provider each acknowledge and agree that neither VCL Trading Europe Limited nor Value Chain Lab Ltd is an insurer, is a party to any insurance policy maintained under this clause 4, or shall be liable for any commitment or obligation of the other party (including, without limitation, the failure of the other party to maintain insurance, or any deductible, excess or shortfall in cover).
      2. Each party agrees that any recourse it may have in respect of insurable losses lies exclusively against its own insurer or against the other party, and not against VCL Trading Europe Limited or Value Chain Lab Ltd. The mutual waivers in clause 4.3 extend in full to both VCL Trading Europe Limited and Value Chain Lab Ltd and to their respective insurers.
   7. Survival
      1. This clause 4 shall survive expiry or termination of any Provider Services Agreement, in respect of any incident occurring during the term, until the relevant statutory limitation period has expired.

5. Charges, Payment and Lien

   1. Charges shall be as agreed via the Platform and are payable without deduction prior to release of Goods or according to the credit terms displayed in the Platform interface.
   2. Interest on overdue amounts shall accrue from the day following the due date until full payment is received. Contractual interest shall be calculated daily at a rate of 24% per annum (2% per month). Where the contractual interest rate above exceeds any rate permitted by mandatory law applicable at the place where the Provider Services are performed, the parties agree that an interest in the amount of 8% over the Bank of England base rate, or at the statutory rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998, whichever is higher, shall apply in substitute and that interest calculated at the substitute rate shall compound monthly and be payable on demand.
   3. The Service Recipient acknowledges and agrees that, to the extent permitted by law, it shall grant and shall be deemed to have granted a contractual lien to the relevant Provider over any Goods stored by the Provider on the Service Recipient's behalf, as continuing security for the full payment of any and all amounts due or payable by the Service Recipient in respect of the warehousing services. The Provider shall be entitled to retain possession of the Goods until all outstanding sums are fully settled.
   4. The Provider shall be entitled to review and update the Rates with effect from each anniversary of the Provider Services Agreement by giving the Service Recipient no less than 30 days' notice through the functionality on the Platform.

6. Removal and Disposal of Goods

   1. The Service Recipient shall, at its own cost, collect and remove all Goods no later than the last day of the agreed storage period (the "Term") or any earlier date specified under these Service Terms.
   2. The Provider may require the Service Recipient to remove the Goods by written notice specifying a removal deadline of (a) 28 days for non-perishable Goods, or (b) 3 days for perishable Goods.
   3. If the Goods are not removed in accordance with clause 6.i or 6.ii, the Provider may, at the Service Recipient's risk and expense: continue to store the Goods and charge the prevailing storage and handling Rates; exercise a contractual lien and retain possession of the Goods until all sums due are paid in full; sell the Goods in a commercially reasonable manner, applying the net proceeds first to costs incurred and then to any outstanding sums; and/or dispose of, recycle or destroy the Goods (without liability for resulting loss or damage) where the Goods: are perishable or pose a health, safety or environmental risk; or cannot be sold within a reasonable time or have no meaningful market value.
   4. The Service Recipient shall indemnify the Provider for all costs, taxes, duties, professional fees and charges reasonably incurred in connection with storage, sale or disposal under clause 6.iii.
   5. The Provider shall account to the Service Recipient for any balance of sale proceeds remaining after such deductions.
   6. Nothing in this clause limits any statutory lien or power of sale available to the Provider under applicable law.
   7. This clause 6 survives termination or expiry of the Provider Services Agreement.
   8. The Service Recipient must arrange for removal of Goods on expiry of the agreed storage term.

7. Operational Matters and Subcontracting

   1. The Provider may without notice or consent by the Service Recipient subcontract warehousing operations, provided that they remain responsible for service delivery under these Service Terms.
   2. The Service Recipient may notify the Provider of the Goods' reassignment to another party, and subject to an assignee accepting to be bound by these Service Terms, the Provider will accept and acknowledge the Service Recipient's notice of reassignment.

8. Limitation of Liability, Indemnity and Handling of Claims

   1. The Service Recipient and the Provider each waive any right to challenge the validity of the Provider Services Agreement or any of its terms.
   2. The Service Recipient shall promptly reimburse in full the Provider and/or VCL, their associates and officers, any expenses paid in taxes, duties, fines, levies, or charges that may arise in relation to the storage, handling, or regulatory compliance of the Service Recipient's Goods.
   3. The undertaking in clause 8.2 shall extend to the situations where the liability for additional charges or levies might have arisen in connection with the Provider's error (without prejudice to the Service Recipient's rights to claim damages caused directly by the Provider's negligence).
   4. Except for proven gross negligence or intentional misconduct, liability of the Provider for loss or damage to Goods is limited to £100 per metric tonne of the affected Goods.
   5. Provider shall not be liable for the Service Recipient's indirect losses, including loss of profit, business interruption, or consequential damages arising in connection with these Service Terms.
   6. The Service Recipient hereby indemnifies the Provider against any loss or damage it suffers which is related to the Service Recipient's breach, and will pay all costs and expenses (including professional fees) incurred in, and the Provider's reasonable charges for, dealing with the breach and its consequences.
   7. Any claim must be notified in writing within 21 days of discovery. Legal action must be commenced within 9 months of the event giving rise to the claim. The timeframes set out hereto are of the essence; as far as permitted in law, failure to adhere to these timeframes results in a right to claim being waived and the bringing of such claim being time-barred.

9. Force Majeure

   1. Neither party shall be liable for any failure to perform, or delay in performing, its obligations under these Service Terms or any Provider Services Agreement to the extent that such failure or delay is caused by a Force Majeure Event. “Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected party, including: acts of God; severe weather, flood, fire or explosion; earthquake or other natural disaster; war, threat of war, terrorism, riot or civil commotion; industrial action, strikes or lock-outs (whether involving the affected party’s workforce or that of a third party); acts of public authority including embargo or sanctions; epidemic or pandemic; failure of public utilities, transport networks or telecommunications; cyber-attack; and shortage of fuel, materials or labour.
   2. The affected party shall notify the other party through the FLOX Platform as soon as reasonably practicable, take reasonable steps to mitigate the effects, and resume performance as soon as the Force Majeure Event ends.
   3. If a Force Majeure Event continues for more than 30 consecutive days, either party may terminate the affected Provider Services Agreement by written notice through the FLOX Platform; on such termination the Service Recipient shall remove the Goods within 14 days and shall pay all charges accrued to the date of termination.
   4. This clause does not relieve the Service Recipient of any obligation to pay sums that fell due before the Force Majeure Event.

10. Notices and Communications

    1. All communications, including the service notices, to the extent permitted by law, shall be sent via the Platform's Information Exchange Interface and shall be deemed sufficient for notice purposes.
    2. Notices made in accordance with this clause 10 shall be deemed received (a) immediately if posted during the working hours; (b) on the next working day, if posted outside of working hours.
    3. Any notice that cannot be lawfully served via the Information Exchange Interface shall be sent to the party's address as recorded on the Platform. Notices sent within the UK must be accompanied by proof of postage and shall be deemed received on the third working day following posting. Notices sent internationally must be dispatched via a reputable international courier and shall require a recipient's signature as proof of delivery.

11. Conflicting provisions

    1. These Service Terms form an integral part of, and are subject to, the FLOX Platform Terms. In the event of any conflict or inconsistency between these Service Terms and the FLOX Platform Terms, the provisions of the Platform Terms shall prevail.

12. Governing Law and Jurisdiction

    1. These Service Terms are governed by the laws of England and Wales. In the event of any dispute or difference arising out of or in connection with these Service Terms, including any question regarding their existence, validity or termination, the parties agree to first seek resolution through commercial mediation. The mediation shall be conducted in London, England under the Mediation Rules of the Centre for Effective Dispute Resolution (CEDR), or another recognised UK mediation body as agreed by the parties.
    2. If the dispute is not resolved within 30 days of the mediator's appointment, either party may refer the matter to the courts of England and Wales, which shall have exclusive jurisdiction.
    3. Nothing in this clause shall prevent a party from seeking urgent interim relief from those courts.