In this Agreement, the following words are defined:
This agreement for the provision of business and corporate Services including any schedules;
In relation to either party, any information (whether or not stated to be confidential or marked as such) which that party discloses to the other, or which the other party obtains from any information disclosed to it by that party, either orally or in writing or by any other means, under or in connection with this Agreement;
The date on which The Customer makes full payment of services to be provided by The Supplier, confirming the booking(s) of services agreed upon.
Any equipment, systems, tools, cabling, items, materials or facilities requested or used directly or indirectly in the supply of the Services, by the Supplier or its sub-contractors;
Intellectual Property Rights
Any invention, patent, utility model right, copyright and related right, registered design, unregistered design right, trade mark, trade name, internet domain name, design right, design, service mark, database rights, topography rights, rights in get-up, rights in goodwill or to sue for passing off and any other rights of a similar nature or other industrial or intellectual property rights owned or used by the Supplier in any part of the world whether or not any of the same is registered (or capable of registration), including applications and the right to apply for and be granted, extensions or renewals of, and rights to claim priority from, such rights and all equivalent or similar rights or protections which subsist now or will subsist in the future;
The services include Executive Transport Service and/or services which are set out and described in this Agreement, together with any other services which the Supplier provides or agrees to provide to the Customer through the change control procedure set out below (Change Control);
The description or specification for the Services as set out in this agreement or otherwise agreed between the parties through Change Control;
Any day other than a Saturday, Sunday or public holiday in England and Wales.
In this agreement, unless the context requires a different interpretation:
a. The singular includes the plural and vice versa;
b. references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this Agreement;
c. a reference to a person includes firms, companies, government entities, trusts and partnerships;
d. “including” is understood to mean “including without limitation”;
e. reference to any statutory provision includes any modification or amendment of it;
f. the headings and sub-headings do not form part of this Agreement; and
g. “writing” or “written” will include fax and e-mail unless otherwise stated.
Provision of Services
3. The Supplier shall provide the Services to the Customer on the terms and conditions of this Agreement from the Effective Date and as set out in this agreement and in the following clauses:
a. The service provided will be an executive transport service, carried out in executive saloons and executive people carriers/MPVs.
b. Drivers will always be smartly presented when performing the services.
c. We reserve the right to change your vehicle or driver at any time if necessary.
d. We may provide sub-contracted vehicles and drivers, to help fulfil your demands. Sub-contracted vehicles and drivers will be licensed by Cardiff County Council, to ensure the booking is fully insured as per the conditions of our Operators License agreement with Cardiff County Council.
e. Our vehicles and sub-contracted vehicles will be fully insured for passenger and third-party claims.
f. We will endeavour to ensure vehicles arrive at the time and place requested. We cannot however accept responsibility for delays caused by circumstances beyond our control, such as mechanical failure, traffic jams, traffic accidents or extreme weather conditions. Nor do we accept responsibility for any consequential loss.
g. The drivers will drive at safe and sensible speeds in accordance with road conditions and traffic.
h. We reserve the right to refuse entry to our vehicles to anyone who is thought to be under the influence of alcohol or drugs and/or whose behaviour poses a threat to the safety of the driver, the vehicle or other passengers within the vehicle. We further reserve the right to terminate any journey due to unreasonable or improper behaviour by any passenger. In such circumstances, without prejudice to our other rights and remedies you must still pay to us the full Price for the booking and we will have no responsibility or liability for any losses or costs to you or any passenger for any incomplete performance of the services requested.
i. Passengers are responsible for any damage they cause to the interior and or exterior of a vehicle on hire to them and will be billed accordingly (minimum £150) for any repair or valeting required in order to reinstate a vehicle to working order, so that it is to the same standard as presented at the passenger pick-up time.
4. All provisions of services and/or bookings by the Customer in accordance with the following clauses:
a. Any booking requested via telephone, email or website enquiry will be confirmed by email. Until email confirmation is received from The Supplier after receipt of the full payment, you must assume the booking hasn’t been processed and checked in line with our internal processes.
b. One booking shall comprise of one executive vehicle and one driver, unless The Customer has clearly communicated the requirement for additional vehicles and drivers under the same booking.
c. Bookings will confirm service date, time, pick-up address, drop-off address, fee payable to The Supplier, booking reference, number of passengers, number of luggage items (if applicable) and vehicle type as a minimum.
d. If a passenger wishes to change or deviate from the original booking destination(s) requested by The Customer once the journey has begun, the driver will hold the right to charge the passenger(s) for any additional mileage and time incurred as a result of the ‘as directed’ travel request prior to deviating from the original booking request from The Customer and accommodating the passenger(s) request.
e. Any amendments received after a booking is confirmed but before the journey has commenced, must be communicated to us by email or telephone, to which email confirmation will be provided to The Customer confirming acceptance of the amendment and any change to the fee made payable to The Supplier for the related booking. If a booking amendment results in a lower fee quote, than what was originally agreed and paid for by The Customer, The Supplier shall refund the difference to The Customer minus a 10% administration fee on the refund due.
f. In the event of a ‘No-Show’ by the passenger(s), or if the booking is cancelled within 48 hours of the requested service time, The Customer will be obligated to honour the agreed fee payable to The Supplier.
g. In the event The Customer requests cancellation of a booking any time up to 48 hours before the service was due to go ahead, we shall refund The Customer on the amount paid for the booking less a 10% administration fee on the refund due.
h. If a fee quote is inadequate we reserve the right to notify you of a revised figure or range and to seek your agreement for any change in fees at least 48 hours before a booking.
i. If at the time of hire it turns out that there are additional passengers or pieces of luggage, which exceed the carrying and/or legal capacity of the booked vehicle, then we will try and dispatch an additional vehicle as an immediate request subject to availability, any immediate requests shall be subject to a 50% surcharge on the amount receivable by The Supplier.
j. International Airport Collections: The Driver will wait up to 1 hour from when the flight has landed free of any additional cost, thereafter waiting charges will be applicable of £10.00 for each additional 15 minutes the passenger is late If the driver has not had any contact from the passenger(s) after the standard waiting time has passed (60 minutes), the driver shall consider the booking a ‘No-Show’.
k. Domestic Flight Collections: The Driver will wait up to 30 minutes from when the flight has landed free of any additional cost, thereafter waiting charges will be applicable of £10.00 for each additional 15 minutes the passenger is late If the driver has not had any contact from the passenger(s) after the standard waiting time has passed (30 minutes), the driver shall consider the booking a ‘No-Show’.
l. Non-airport collections: Except for a 15 minute ‘grace’ period waiting charges will apply from the booked time, at our current standard rate of £10.00 for each additional 15 minutes waited thereafter by the driver.
5. The Supplier shall perform the Services with reasonable care and skill, in accordance with:
a. generally recognised commercial practices and standards in the applicable industry; and
b. all laws and regulations applicable to the Services, including all laws and regulations related to (i) anti-bribery and corruption, and (ii) data protection.
6. No amendment shall be made to Provision of Services except on terms agreed in writing by the Parties in accordance with the clause below Change Control.
7. The Customer must:
a. co-operate with the Supplier in all matters relating to the Services;
b. provide, in a timely manner, any Equipment, materials and any information as the Supplier may reasonably require; in the case of Equipment, the Customer shall ensure that it is in good working order and suitable for the purposes for which it is used, and in the case of information, the Customer shall ensure that it is accurate in all material respects;
c. obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services before the date on which the Services are to start;
8. The Supplier shall promptly notify the Customer of:
a. any delays or problems from time to time in the provision of the Services of which the Supplier becomes aware;
b. any circumstances from time to time which may prevent the Supplier from providing the Services in accordance with this Agreement together with (where practicable) recommendations as to how such circumstances can be avoided; and
c. any complaint (whether written or not) or other matter which comes to its attention and which it reasonably believes may give rise to any loss by or claim against the Customer or which may result in any adverse publicity for the Customer.
9. The Customer shall, without limiting any right or remedy of the Customer, promptly report to the Supplier any defects in the Supplier’s performance of the Services as soon as reasonably practicable after any such defect comes to the attention of the Customer.
10. Where any defect in the provision of the Services is reported to the Supplier by the Customer or otherwise comes to the attention of the Supplier, the Supplier shall, without limiting any other right or remedy of the Customer, use its reasonable endeavours to provide such further services as are necessary in order to rectify the default as soon as is reasonably practicable.
Charges, Payments & Time Records
11. In consideration of the provision of the Services by the Supplier, the Customer shall pay the Charges as agreed prior to the booking being confirmed, which specifies whether the charges are on a time and materials basis, a fixed price basis or a combination of both. Time is of the essence for the payment of the Charges.
12. All charges quoted to the Customer will not be subject to VAT, this is subject to change and immediate notice shall be provided to the Customer if and when VAT is payable for our services, before any affected Services go ahead.
13. Where Services are provided on a time and materials basis:
a. the charges payable for the Services shall be calculated in accordance with the Supplier’s standard daily fee rates for each individual person and are calculated on the basis of an eight-hour day or otherwise by arrangement between the parties;
b. the Supplier will invoice the Customer in advance for any Services agreed and booked by the Customer
14. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier prior to the booking date the Supplier may suspend all Services until payment has been made in full.
15. All additional charges such as additional charges, waiting time charges and all miscellaneous charges must be paid within 5 working days of invoice being raised by Bank Transfer or PayPal.
16. All accounts beyond invoice due date will be automatically passed to debt collection agency, Sinclair Goldberg Price Ltd. All accounts, without exception, will be subject to a surcharge of 15% plus vat to cover our costs in recovery. These accounts will also be subject to any legal costs incurred in obtaining settlement.
17. The Customer shall indemnify the Supplier against any claim by any other person that the provision of the Services to the Customer in accordance with this Agreement infringes any Intellectual Property Rights of that other person.
Liability and Insurance
18. If the Supplier’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.
19. Nothing in this Agreement limits or excludes either party’s liability for:
a. death or personal injury caused by its negligence;
b. fraud or fraudulent misrepresentation; or
c. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
d. any other liability which cannot be limited or excluded by applicable law.
20. Subject to the above clause and the clause above (Indemnity), neither party shall have any liability to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
a. loss of profits;
b. loss of sales or business;
c. loss of agreements or contracts;
d. loss of anticipated savings;
e. loss of or damage to goodwill;
f. loss of use or corruption of software, data or information;
g. any indirect or consequential loss.
21. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
22. Each party will only use Confidential Information to perform its obligations under the Agreement and will not cause or allow the information to be disclosed except:
a. where required by law, court order or any governmental or regulatory body;
b. to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under the Agreement and agree only to use the information for that purpose and not to cause or allow disclosure of that information;
c. where the information has become generally available to the public (other than as a result of disclosure in breach of the Agreement by the party or any of its employees, officers, sub-contractors, representatives or advisers);
d. where the information was available or known to it on a non-confidential basis before being disclosed under the Agreement; or
e. where the information was developed by or for it independently of the Agreement and is received by persons who are not the disclosing party.
23. Each party shall comply with its obligations, and may exercise its respective rights and remedies under Schedule 4.
24. The Supplier and its agents, sub-contractors, consultants or employees shall:
a. comply with all applicable laws, regulations, statutes, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Bribery Laws);
b. not commit an offence under sections 1, 2 or 6 of the Bribery Act 2010;
c. shall have, maintain, and enforce throughout the term of this Agreement its own policies and procedures, to ensure compliance with the Bribery Laws and the Bribery Policies; and
d. promptly report to the Customer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Agreement.
25. The Customer shall not, without the prior written consent of the Supplier, at any time from the date of this Agreement to the expiry of 12 months after the last date of supply of the Services or termination of this Agreement (whichever is the latest), solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or sub-contractor of the Supplier in the provision of the Services.
26. In the event that the Customer breaches this clause all associated costs including but not limited to agency fees, recruitment, loss and training for replacement shall be borne by the Customer.
Circumstances beyond the control of either party
27. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party.
28. Such causes include, but are not limited to: power failure, Internet Service Provider failure, acts of God, epidemic, pandemic, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of buildings, explosion or accident, acts of terrorism, acts of war, governmental action, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or any other event that is beyond the control of the party in question.
29. The party affected by a circumstance beyond its control shall use all reasonable endeavours to mitigate the effect of the force majeure upon the performance of its obligations.
30. The corresponding obligations of the other party will be suspended to the same extent as those of the party affected by a force majeure event.
31. If the delay continues for a period of 90 days, either party may terminate or cancel the Services to be carried out under this Agreement.
32. This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
33. No party may assign, transfer or sub-contract to any third party the benefit and/or burden of the Agreement without the prior written consent (not to be unreasonably withheld) of the other party.
34. No variation of the Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both parties.
35. The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third party has any right to enforce or rely on any provision of the Agreement.
36. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
37. A provision which by its intent or terms is meant to survive the termination of the Agreement will do so.
38. If any court or competent authority finds that any provision (or part) of the Agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.
39. Unless specifically provided by the parties, nothing in the Agreement will establish any employment relationship, partnership or joint venture between the parties, or mean that one party becomes the agent of the other party, nor does the Agreement authorise any party to enter into any commitments for or on behalf of the other party.
40. Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the other party’s registered address or place of business, or sent by email to the other party’s main business email address as notified to the sending party. Notices:
a. sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day and, where posted from or to addresses outside the United Kingdom, on the tenth Working Day following the date of posting;
b. delivered by hand will be deemed to have been received at the time the notice is left at the proper address; and
c. sent by email will be deemed to have been received on the next Working Day after sending.
41. The Supplier aim’s to provide a high quality of service at all times. If the Customer would like to discuss with how the service provided can be improved or if the Customer is dissatisfied with the service that is being received, please contact a representative of The Supplier.
Governing Law & Jurisdiction
42. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.