Supply Partner Terms

Operator Terms & Conditions

By accepting a booking from Kura Supplies Limited, the Supply Partner acknowledges that they have read, understood and agree to accept the terms of the Agreement.

Whereas

(A)          The Company engages with its Supply Partners, to provide passenger road transport services to its Clients from time to time.

(B)          The Supply Partner is a provider of road transport services to the Company for the Company to provide services to its Clients.

(C)          The Company has approved the Supply Partner to be appointed as a supplier to the Company upon and bound by the terms of this Agreement.

  1. Definitions

  • Affiliate refers to any entity that directly or indirectly controls, is controlled by or is under common control with, another entity (with “control” having the meaning given to it in s.1124 of the Corporation Tax Act 2010).
  • Agreement refers to the agreement between the Company and the Supply Partner for the provision of the Services incorporating these Conditions.
  • Booking Confirmation means the confirmation issued by the Company to the Supply Partner confirming the Company’s acceptance of the Supply Partner’s Booking Offer.
  • Booking Offer means the Supply Partner’s offer to provide the Services in response to a Client enquiry.
  • Company refers to Kura Supplies Limited and its Affiliates.
  • Conditions means the Company’s terms and conditions as set out in this document.
  • Confidential Information means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Agreement.
  • Client or “passengers” refers to any user of services arranged through the auspices of or in connection with the
  • Price means the price payable by the Company for the supply of the Services in accordance with clause 11.
  • Service refers to any provision of coach, minibus, bus or other vehicle with driver or drivers under this Agreement, and any ancillary provision including but not limited to ferry crossing, accommodation or other requirement detailed in the Booking Offer and/or Booking Confirmation.
  • Supply Partner refers to the driver or drivers of the coach, the coach operator or supplier of the vehicle or vehicles or anyone contracted by the Supply Partner to provide the service.

  1. Application of these Conditions

    • 2.1 These Conditions apply to and form part of the Agreement between the Supply Partner and the Company, whether agreed in writing in accordance with the process outlined in clauses 2.4 to 2.6 above, verbally or otherwise. They supersede any previously issued terms and conditions of purchase or supply.
    • 2.2 No terms and conditions endorsed on, delivered with or contained in the Supply Partner’s Booking Offer or other quotation, sales conditions, specification, invoice or other document shall form part of the Agreement except to the extent that the Company otherwise agrees in writing.
    • 2.3 No variation of these Conditions or to a Booking Confirmation or to the Agreement shall be binding unless expressly agreed in writing and executed by a duly authorized signatory on behalf of the Company.
    • 2.4 Each Booking Offer submitted by the Supply Partner to the Company shall be an offer to provide the Services subject to these Conditions.
    • 2.5 A Booking Offer may be withdrawn or amended by the Supply Partner at any time before acceptance by the Company, provided that any such withdrawal or amendment is submitted by the Supply Partner in writing by email. If the Company is unable to accept a Booking Offer, it shall notify the Supply Partner promptly by email.
    • 2.6 Acceptance of a Booking Offer by the Company shall take place when the Booking Confirmation is submitted to the Supply Partner and accepted by email from the Supply Partner. The Supply Partner acknowledges that once a Booking Confirmation has been issued, it is obligated to provide the Services set out in the Booking Confirmation in accordance with these Conditions.
    • 2.7 The parties acknowledge and agree that an Agreement for the supply of Services may be entered into between them verbally. Where details of an Agreement are agreed verbally, the Company shall use reasonable endeavours to send the Supplier a Booking Confirmation of such details in writing thereafter. In accordance with clause 2.1 above, these Conditions shall apply in respect of any such Agreement.
    • 2.8 If there is a conflict between the terms contained in these Conditions and the terms of the Booking Confirmation, schedules, appendices or annexes to the Agreement, the terms of these Conditions shall prevail.

 

 

  1. Right of Cancellation and Amendment

    • 3.1 The Company shall be entitled at any time to modify or cancel any Booking Confirmation made pursuant to this Agreement.
    • 3.2 Any modification of a Booking Confirmation shall be accepted by the Supply Partner provided any reasonable adjustment to the Price, where reasonably necessary, is applied.
    • 3.3 The Supply Partner shall not be entitled to cancel any Booking Confirmation under this Agreement, for whatever cause, without the Company’s agreement in writing.
    • 3.4 The Company shall be entitled to cancel any Booking Confirmation by giving the Supply Partner notice in writing by email or by telephone. Any cancellation charges payable shall be determined as set out in clause 3.5 below (except where the cancellation is due to adverse weather conditions as detailed in clause 3.6 below).
    • 3.5 Subject to clause 3.6 and 3.8, the following cancellation payment shall be payable to the Supply Partner in the event of the Company’s cancellation of a Booking Confirmation (unless otherwise varied in writing by the Company):

 

Days prior to journey Cancellation payment
More than 5 working days No payment
2 – 5 working days 25% of booking value
Less than 2 working days 50% of booking value
Cancellation on day of travel 100% of booking value (less any reasonable allowance for fuel, tolls, parking, accommodation, etc.)
  • 3.6 In the event that adverse weather conditions such as snow etc. impact the ability of the Supply Partner to deliver the service the following cancellation terms shall apply:
    • 3.6.1 If the vehicle is unable to leave the depot or safely travel to the pickup location, no fee will be paid to the Supply Partner, and all and any payments made in connection with the bookings shall be refundable to the Company.
    • 3.6.2 If the Client cancels on the day, clause 3.5 will apply.
    • 3.6.3 If part of journey or booking is complete but the Supply Partner is unable to carry out the remainder of the journey, a proportionate deduction will be made to the Supply Partner’s fee.
  • 3.7 The Company will use all reasonable endeavours to notify the Supply Partner of a cancellation as soon as reasonably practicable and only in exceptional circumstances will such notification be given less than 24 hours before departure.
  • 3.8 No cancellation charges shall be payable should the cancellation be due to any failure by the Supply Partner.
  • 3.9 For school related fixtures, no cancellation charges will be applicable unless cancelled on the day of the booking.

 

 

  1. Supply Partner Warranty

    • 4.1 The Supply Partner warrants and undertakes to the Company that:
      • 4.1.1 it has full capacity and authority and all necessary consents to enter into this Agreement and perform the Service;
      • 4.1.2 the Supply Partner shall provide to the Company copies of all operators licences and other regulatory documentation reasonably requested by the Company and shall upon receipt provide updated copies of such documentation to the Company;
      • 4.1.3 it has the necessary skill, knowledge, expertise, facilities, licences, permits, equipment, machinery, vehicles, drivers, monies, insurance and all other requisite manpower, things, items and materials to provide the Service
      • 4.1.4 it shall comply with the reasonable and proper requirements and requests of the Company and serve and promote the interests of the Company;
      • 4.1.5 it warrants not to act in way which will incur any liabilities on behalf of the Company.

 

 

  1. Services

    • 5.1 The Supply Partner warrants and undertakes to the Company that:
      • 5.1.1 Services will be provided in a timely and professional manner.
      • 5.1.2 All information provided to the Company by the Supply Partner is true and accurate. The Supply Partner should be able to provide documentary evidence in respect of its performance of the Services if required to do so.
      • 5.1.3 Services will be provided in accordance with good industry practice.
      • 5.1.4 All Services will be carried out by appropriately experienced, qualified and trained personnel, for whom the Supply Partner shall be entirely responsible, and carried out with all due diligence, skill, care and expertise.
      • 5.1.5 It will ensure that all vehicles are properly licensed, maintained and insured to carry the number of passengers specified in the Booking Confirmation.
      • 5.1.6 It shall comply with all relevant legislation, by-laws and regulations applicable to the Services in the United Kingdom.
      • 5.1.7 It shall always plan the allocation of drivers and vehicles relevant to Service.

 

 

  1. Sub-contracting and assignment

    • 6.1 The sub-contracting, assignment or other use of third parties to deliver the Service by the Supply Partner is not permitted under this Agreement, except with the prior written consent of the Company.
    • 6.2 Where sub-contracting has been agreed with the Company the Supply Partner is responsible for ensuring that the third-party and their personnel and vehicles, are fit, properly licensed and insured to perform the Service. The Supply Partner assumes all responsibility for any actions taken by the third party and accepts liability for any losses, financial or otherwise, suffered by either the Company or the Client, which the Company may recover from the Supply Partner following a performance issue.
    • 6.3 The Company may assign, or novate its rights and/or obligations under this Agreement and/or any document entered into pursuant to or in connection with it in whole or in part at any time and on more than one occasion to one or more of its Affiliates without the consent of the Supply Partner.

 

 

  1. Change of vehicle type

The Supply Partner agrees to supply the vehicle type and specification as stated in the Booking Confirmation sent by the Company. Any changes or amendments to vehicle must be agreed in writing with the Company in which circumstances the Company will issue a revised Booking Confirmation. Verbal confirmation in not acceptable.

 

 

  1. Passenger Conduct

    • 8.1 The Company shall not be liable in respect of vandalism or damage caused to any vehicles of the Supply Partner by the act or omission of passengers.
    • 8.2 Notwithstanding clause 8.1, the Company shall provide the Supply Partner with reasonable assistance and information in support of any claims the Supply Partner may wish to bring against passengers responsible for any vandalism or damage to the Supply Partner’s vehicles.

 

 

  1. Performance Issues

    • 9.1 Where it has become evident to the Company that the Supply Partner has failed to provide the Service in accordance with the requirements of these Conditions or a Booking Confirmation, or if any Client makes a substantiated complaint as to the provision of the Service by the Supply Partner the Company shall be entitled to take the following actions:
      • 9.1.1 Payment for any job falling into this category will be immediately suspended until resolution between the parties has been reached.
      • 9.1.2 The Supply Partner shall be informed immediately of the nature of the issue, and shall take all reasonable steps to investigate and resolve all issues raised. Any investigation shall be expedited in a timely manner. The Supply Partner must investigate and respond with resolution to all issues raised by the Company within 5 working days.
      • 9.1.3 If upon completion of the investigation the Supply Partner is found to have failed to provide the Service in accordance with the requirements of these Conditions or the Booking Confirmation, the Company shall be entitled to recover from the Supply Partner by way of liquidated damages, the minimum compensation as detailed in Schedule 2 to these Conditions either by way of set off against any outstanding sums owed to the Supply Partner, or by any other means available to them together with any additional losses incurred by the Company. The parties hereby agree that the minimum compensation set out in Schedule 2 is reasonable.
      • 9.1.4 If upon completion of the investigation the Supply Partner has been found to not be at fault, invoices shall be released and if due, payment shall be made in accordance with these Conditions.
      • 9.1.5 If payment has already been made to the Supply Partner the Company shall be entitled to invoice the Supply Partner for all any sums under clause 9.1(c) above. This shall be by the means of a recovery order which can either be offset against others sums or monies due to the Supply Partner or shall be payable on demand.

 

 

  1. Indemnity

    • 10.1 The Supply Partner shall indemnify, and keep indemnified, the Company from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Company as a result of or in connection with the Supply Partner’s breach of any of the Supply Partner’s obligations under the Agreement, including (without limitation) all costs incurred by the Company in the connection with the procurement of alternative services).
    • 10.2 The foregoing indemnity is without prejudice to any other right or remedy the Company may have with regard to any breach by the Supply Partner of its obligations.
    • 10.3 Where the Company has made pre-payment to a Supply Partner for a journey and the Supply Partner advises the Company that they are no longer able to perform the Service the following administration charges shall apply in addition to those costs detailed in clause 10.1. This is at the absolute discretion of the Company.

 

Period prior to booking date Penalty Amount
More than 8 weeks £50 plus full pre-paid amount
Less than 8 weeks, but more than 6 weeks £75 plus full pre-paid amount
Less than 6 weeks £100 plus full pre-paid amount

 

  • 10.4 In the event of vehicle breakdown or other reason for unavailability, the Supply Partner undertakes to recover the passengers and take them to the intended destination or any reasonable alternative as requested by the passengers. If in the event that this is not possible, or, in the judgement of the Company this may take an unreasonably long period of time, the Company reserves the right to provide an alternative solution to the Client at the full expense of the Supply Partner.

 

  1. Payment Terms and Invoicing
    • 11.1 Except to the extent otherwise agreed between the parties in writing, the Supplier shall be paid for the provision of the Services in accordance with this clause 11.
    • 11.2 The Price to be paid by the Company to the Supply Partner for Services will be as set out in the Booking Confirmation. The Price shall be exclusive of VAT but, unless otherwise agreed by the Company in writing, the Price shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services (including, without limitation, all fuel, insurance, parking, tolls, waiting time, accommodation, subsistence or vehicle maintenance costs). Where the Company has agreed in writing to pay any such costs or expenses in addition to the Price, any such payment shall be subject to the Supplier providing appropriate receipts or proof of purchase to the Company’s reasonable satisfaction.
    • 11.3 Unless otherwise agreed in writing by the Company, the Supplier shall submit a valid VAT invoice on a monthly basis for: (i) the price chargeable in respect of Services performed, and (ii) any cancellation fees payable under clause 3 of these Conditions for any bookings cancelled by the Company, in each case during the immediately preceding month, which invoice shall be payable by the Company within 45 days of the date of receipt of the relevant invoice by the Company.
    • 11.4 If the Company receives an invoice from the Supplier which is it disputes in good faith, the Company shall notify the Supplier in writing of such dispute as soon as reasonably practicable and the Company may withhold payment of such sums as are in dispute pending resolution of such dispute.

 

 

  1. Quality, Safety And Regulatory Requirements

The Supply Partner warrants it shall comply with the requirements of Schedule 1.

 

 

  1. Terms Governing Provision of Services

This Agreement and subsequent bookings are the only terms operating between the parties for the provision of the Service. No conditions or terms of business issued by the Supply Partner will apply.

 

 

  1. Data Protection

    • 14.1 The following definitions apply in this clause 14:

Data Protection Legislation means (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998; and GDPR means the General Data Protection Regulation ((EU) 2016/679).

  • 14.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 14 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
  • 14.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Company is the Data Controller and the Supply Partner is the Data Processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). Schedule 3 sets out the scope, nature and purpose of processing by the Supply Partner, the duration of the processing and the types of Personal Data and categories of Data Subject (each as defined in the Data Protection Legislation).
  • 14.4 Without prejudice to the generality of clause 14.2, the Company will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supply Partner for the duration and purposes of this Agreement.
  • 14.5 Without prejudice to the generality of clause 14.2, the Supply Partner shall, in relation to any Personal Data processed in connection with the performance by the Supply Partner of its obligations under this Agreement:
    • 14.5.1 process that Personal Data only on the written instructions of the Company unless the Supply Partner is required by applicable laws, in which case the Supply Partner shall promptly notify the Company of this before performing the processing required by applicable laws unless those applicable laws prohibit the Supply Partner from so notifying the Company;
    • 14.5.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
    • 14.5.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
    • 14.5.4 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Company has been obtained and the following conditions are fulfilled:
      • 14.5.4.1 the Company or the Supply Partner has provided appropriate safeguards in relation to the transfer;
      • 14.5.4.2 the Data Subject has enforceable rights and effective legal remedies;
      • 14.5.4.3 the Supply Partner complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
      • 14.5.4.4 the Supply Partner complies with reasonable instructions notified to it in advance by the Company with respect to the processing of the Personal Data;
    • 14.5.5 assist the Company in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    • 14.5.6 notify the Company without undue delay on becoming aware of a Personal Data breach;
    • 14.5.7 at the written direction of the Company, delete or return Personal Data and copies thereof to the Company on termination of the Agreement unless required by applicable laws to store the Personal Data; and
    • 14.5.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 14 and allow for audits by the Company or the Company’s designated auditor.
  • 14.6 The Supply Partner shall not sub-contract its processing of Personal Data to a third party without the Company’s prior specific or general written authorisation (not to be unreasonably withheld, conditioned or delayed). Where any sub-contracting of processing of Personal Data is based on the Company’s general written authorisation, the Supply Partner shall inform the Company of any intended changes concerning the addition or replacement of any sub-contractors and the Company shall notify the Supply Partner of any objections it has to any such changes.

 

 

  1. Liability and Insurance

    • 15.1 The extent of the parties’ liability under or in connection with the Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 15.
    • 15.2 Subject to clauses 15.5 and 15.7, the Company’s total liability shall not exceed a sum equal to the price paid to the Supply Partner for the Services.
    • 15.3 Subject to clauses 15.5 and 15.7, the Company shall not be liable for consequential, indirect or special losses.
    • 15.4 Subject to clauses 15.5 and 15.7, the Company shall not be liable for any of the following (whether direct or indirect):
      • 15.4.1 loss of profit;
      • 15.4.2 loss of data;
      • 15.4.3 loss of use;
      • 15.4.4 loss of production;
      • 15.4.5 loss of contract;
      • 15.4.6 loss of opportunity;
      • 15.4.7 loss of savings, discount or rebate (whether actual or anticipated); or
      • 15.4.8 harm to reputation or loss of goodwill.
    • 15.5 The limitations of liability set out in clauses 15.2 to 15.4 shall not apply in respect of any indemnities given by either party under the Agreement.
    • 15.6 Except as expressly stated in the Agreement, and subject to clause 15.7, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
    • 15.7 Notwithstanding any other provision of the Agreement, the liability of the parties shall not be limited in any way in respect of the following:
      • 15.7.1 death or personal injury caused by negligence;
      • 15.7.2 fraud or fraudulent misrepresentation;
      • 15.7.3 any other losses which cannot be excluded or limited by applicable law; and
      • 15.7.4 any losses caused by wilful misconduct.
    • 15.8 The Supply Partner shall at all times maintain public liability insurance with a reputable insurer providing cover of at least £5m for each and every claim. The Supply Partner shall provide a copy of the insurance certificate to the Company and must provide up to date copies of the certificate upon renewal.

 

 

  1. Confidentiality

    • 16.1 The Supply Partner shall keep confidential all Confidential Information of the Company (and of any Affiliate of the Company) and shall only use the same as required to perform the Agreement. The provisions of this clause 16 shall not apply to:
      • 16.1.1 any information which was in the public domain at the date of the Agreement;
      • 16.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Agreement or any related contract;
      • 16.1.3 any information which is independently developed by the Supply Partner without using information supplied by the Company (or any Affiliate of the Company); or
      • 16.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Agreement.
    • 16.2 This clause shall remain in force for a period of three (3) years from the date of the Agreement.

 

 

  1. Termination

    • 17.1 The Company may terminate the Agreement at any time on written notice with immediate effect if:
      • 17.1.1 the Supply Partner commits a material breach of the Agreement and such breach is not remediable;
      • 17.1.2 the Supply Partner commits a material breach of the Agreement which is remediable but is not remedied by the Supply Partner within 14 days of receiving written notice of such breach;
      • 17.1.3 the Supply Partner has failed to pay any amount due under the Agreement on the due date and such amount remains unpaid for more than 14 days after the Company has given notification that the payment is overdue;
      • 17.1.4 any consent, licence or authorization held by the Supply Partner is revoked or modified such that the Supply Partner is no longer able to comply with its obligations under the Agreement;
      • 17.1.5 the Supply Partner becomes unable to pay its debts or is deemed to be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (assuming, if necessary, that section 123 aforesaid applies to the Affected party);
      • 17.1.6 a winding-up petition is presented in respect of the Supply Partner;
      • 17.1.7 the Supply Partner enters into liquidation either compulsory or voluntary (save for the purposes of a solvent reconstruction or amalgamation previously approved in writing by the Company) or a provisional liquidator is appointed in respect of the Supply Partner;
      • 17.1.8 notice of intention to appoint an administrator is served in respect of the Supply Partner or an application for an administration order in respect of the Supply Partner is filed at court;
      • 17.1.9 an administrator, administrative receiver, receiver or manager or similar officer is appointed in respect of the whole or any part of the Supply Partner’s assets
      • 17.1.10 the Supply Partner proposes to enter or enters into any composition or arrangement with its creditors generally or any class of creditors;
      • 17.1.11distress execution or other legal process is taken or steps are taken to enforce any encumbrance over all or part of the assets and/or undertaking of the Supply Partner; or
      • 17.1.12 the Supply Partner is subject to an event analogous to any of (e) to (k) above in any other jurisdiction.

 

 

  1. General

    • 18.1 Variation: Following the execution of this Agreement no modification to this Agreement shall be valid or binding unless it is made by a written notice expressed to be for the purpose of such modification and signed by the duly authorised representatives of the Company and the Supply Partner.
    • 18.2 Cumulative Remedies: The rights and remedies provided in the Agreement for the Company only are cumulative and not exclusive of any rights and remedies provided by law.
    • 18.3 Time: Unless stated otherwise in any Booking Confirmation, time is of the essence of any date or period specified in the Booking Confirmation in relation to the Supply Partner’s obligations.
    • 18.4 Further Assurance: The Supply Partner shall at the request of the Company, and at the Supply Partner’s own cost, do all acts and execute all documents which are necessary to give full effect to the Agreement.
    • 18.5 Entire Agreement: The parties agree that the Agreement (and any documents entered into pursuant to it) constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
    • 18.6 Set off: The Company shall be entitled to set-off under the Agreement any liability which it has or sums which it owes to the Supply Partner under the Agreement (or any other agreement which the Company has with the Supply Partner). The Supply Partner shall pay all sums that it owes to the Company under the Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
    • 18.7 No partnership or agency: The parties are independent persons and are not partners, principal and agent or employer and employee and the Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
    • 18.8 Equitable relief: The Supply Partner recognizes that any breach or threatened breach of the Agreement may cause the Company irreparable hard for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Company, the Supply Partner acknowledges and agrees that the Company is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
    • 18.9 Severance: If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Agreement shall not be affected. If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
    • 18.10 Waiver: No failure, delay or omission by the Company in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. No single or partial exercise of any right, power or remedy provided by law or under the Agreement by the Company shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Company.
    • 18.11 Compliance with Law: The Supply Partner shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Agreement.

 

 

  1. Third Party Rights

    • 19.1 Except as expressly provided for in clause 19.2, a person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Agreement.
    • 19.2 Any Affiliate of the Company shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Agreement. The consent of any such Affiliate is not required in order to rescind or vary the Agreement or any provision of it.

 

 

  1. Governing Law And Jurisdiction

    • 20.1 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
    • 20.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.

 

SCHEDULE 1 – Staff & Vehicles

  • Drivers

The Supply Partner warrants and undertakes to ensure that, at all times, all drivers they supply;

  • Comply with and adhere to the provisions of the European Community Drivers Hours Regulations and any other pertinent regulation or legislation pertaining to the performance of their duties and the Service.
  • Be fully licensed to drive any vehicle supplied in term, with appropriate passenger service vehicle licence, and/or other licences required in line with pertinent legislation in all countries and legislative areas where a journey is booked to take place.
  • Have been provided in compliance with and adherence to the requirement of the Race Relations Act 1976, Race Relations (Amendment) Act 2000, Sex Discrimination Act 1975 and 1986, and Disability Discrimination Act 1995.
  • Are both fully capable and suitable to perform the Service, including in particular holding a current and clear Enhanced DBS certificate where pertinent to the performance of a Service or expressly requested or otherwise stipulated as a requirement from time to time.
  • Possess and exercise the requisite experience, expertise, skill, diligence, prudence and foresight to provide the Service in accordance with Good Industry Practice to the highest possible standard.
  • Retain a smart, tidy and clean appearance and good standard of personal hygiene.
  • Not carry any additional persons other than a relief driver if required to comply with driver hour’s legislation during the provision of the Services.
  • Prove trustworthy and refrain from any abusive or offensive behaviour or language.
  • Keep the noise from any vehicle radios, stereos or other entertainment facilities to a minimum.
  • Are consistently polite and helpful to the Company’s Clients and provide assistance as required, in particular in regard to the loading and unloading of the vehicle and luggage, and do not through an act or an omission cause any harm to the reputation or business of the Company.
  • Are fully conversant and fluent in the English Language, and are able to communicate adequately in any given situation with passengers, including the making of any announcements to passengers and advisement to the clients.
  • Shall maintain confidentiality and refrain from any disclosure of confidential information, save as expressly provided for hereunder.
  • Do not smoke whilst performing the Service.
  • Vehicles

The Supply Partner warrants and undertakes to ensure that, at all times, vehicles used for the provision of the Services shall:

  • Be properly maintained, licensed, insured and have a current MOT certificate (where necessary) and meet all statutory requirements including noise and emission standards.
  • Be subject to a structured maintenance regime. The Supply Partner shall ensure that all vehicles comply with all applicable laws and are safe to operate Passenger Services.
  • Be free from major or excessive damage or markings to the exterior of the vehicle, including lights, mirrors, bumpers and other fittings.
  • Be fitted with seat belts and/or restraint as required by law.
  • Be suitably air ventilated and possess a heating system in good working order.
  • Be designated as “no smoking”.
  • Be clean, tidy and air refreshed (i.e. free from litter and odours, with clean seats, no torn upholstery, clean floors and clean windows) and in good working order.
  • When specified, provide suitable facilities to handle disabled passengers, including a driver who has been trained to assist such passengers.
  • Carry on board emergency equipment including a full first aid kit and fire extinguishers.
  • Have the capability of accommodating a normal volume of passenger luggage (one item of hand luggage and one item of hold luggage).
  • Have fully operational and clearly signed emergency exits.

 

SCHEDULE 2 – Compensation Payments

The table below details standard compensation percentages where there has been a Service failure on the part of the Supply Partner. A standard £25 admin fee may be added to these to contribute to the Company’s administration costs.

Where the Service issue results in either the Company or the Client making alternative travel arrangements, the Supply Partner will also be liable for any reasonable additional expenditure incurred in relation to the procurement of such alternative arrangements.

Compensation figures apply to leg or part of a journey, as an example if a vehicle was late on the outbound journey but on time on the return journey, then compensation would apply pro-rata to the impacted part of the journey.

Service issue Detail Compensation
Late vehicle Including late departure en-route following driver rest breaks

 

 

 30 – 90 minutes 12.5%
91 – 180 minutes 22.5%
181 – 300 minutes 60%
Over 300 minutes

 

 100%

 
Vehicle no show Vehicle fails to arrive to collect passengers and passengers
make other arrangements		 100% *
Vehicle breakdown Vehicle suffers mechanical or other failure during the course of the booking, and alternative transport is arranged from another supplier Late vehicle charges*
Vehicle standard not as booked Executive not Luxury (Not pre-agreed) 30%
Executive not Luxury (Pre-agreed) 25%
Standard not Executive (Not pre-agreed) 20%
Standard not Executive (Pre-agreed) 15%
Vehicle wrong size (passengers) Vehicle has insufficient seats for the number of passengers as listed in the booking confirmation and supplier arranges another vehicle Late vehicle charges
Vehicle has insufficient seats for the number of passengers as listed in the booking confirmation and passengers without seat make other arrangements Pro-rata refund for
passengers without seats* plus 15% against booking
Vehicle has insufficient seats for the number of passengers as listed in the booking confirmation and alternative transport is arranged from another supplier for all passengers 100% *
Vehicle wrong size (luggage capacity) Vehicle has insufficient storage space for luggage as listed in the booking confirmation and supplier arranges another vehicle Late vehicle charges
Vehicle has insufficient storage space for luggage as listed in the booking confirmation and alternative transport for all passengers is arranged from another supplier 100%*
Vehicle has insufficient storage space for luggage as listed in the booking confirmation and supplementary transport is arranged from another supplier Late vehicle charges*
Vehicle toilet Vehicle does not have working toilet or toilet is not accessible and this was part of the booking 15%
Air conditioning Vehicle does not have working air conditioning and this was part of the booking, or vehicle specification 15%
Vehicle cleanliness Vehicle fails to meet reasonable standards for cleanliness – exterior 10%
Vehicle fails to meet reasonable standards for cleanliness – Interior (includes smell from toilet) 20%
Driver behaviour Driver behaviour unacceptable including rudeness and failure for follow reasonable requests in line with the booking requirements 20%
Itinerary Driver fails to follow itinerary or does not have itinerary and this was supplied to the supplier and this failure impacts service delivery 20%

 

 

 

SCHEDULE 3 – Data Processing

  • Subject matter of the processing

The Supply Partner may process personal information of passengers in the delivery of the Services under the Agreement.

  • Duration of the processing

The processing will cease on completion of the delivery of the Services (i.e. once the journey has been completed and the passengers have been transported to their selected destination).

  • Nature and purpose of processing

The Supply Partner will be provided with basic contact information of the passengers to ensure that they collect and transport the correct individual passengers, and will be provided with information in terms of pick-up locations and destinations.  This information is processed for the purpose of delivering the Services to the passengers.

  • Types of Personal Data
  • Contact details of passengers (which may include full names and telephone numbers)
  • Location information (details of pick-up point and destination)
    • Categories of Data Subjects
  • Passengers