These terms are issued by UK Pro Deliveries Limited (Company No. 15717212), whose registered office is at 97 Holly Lane, Smethwick B67 7LB (“the Company”). They set out the terms on which self-employed owner drivers and subcontract carriers (“the Contractor”) perform transport work for the Company.

1. Definitions and interpretation

1.1 In this Agreement the following words have the following meanings:

(a) “Agreement” means these terms and conditions, including Schedule 1, together with each Purchase Order or Job accepted by the Contractor.

(b) “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

(c) “Company Materials” means all equipment, vehicles, trackers, documents, labels, consumables and other materials supplied by the Company to the Contractor for the purpose of the Services.

(d) “Confidential Information” means all information of a confidential nature disclosed by either party to the other in connection with this Agreement, whether in writing, orally or by any other means, including Customer identities and contact details, rates, routes, volumes, business methods and the terms of this Agreement.

(e) “Contractor” means the self-employed owner driver or subcontract carrier who accepts a Purchase Order or Job from the Company.

(f) “Customer” means any person, firm or company for whom the Company has agreed to carry Goods, and any consignor or consignee named on a Purchase Order or Job.

(g) “Fees” means the sums payable by the Company to the Contractor for the Services as set out in the relevant Purchase Order or Job.

(h) “Goods” means the items, pallets, parcels or other consignments which the Contractor is instructed to collect, carry and deliver under a Purchase Order or Job.

(i) “Purchase Order” or “Job” means an instruction from the Company to the Contractor, whether given in writing, by telephone, by the Company’s transport management system, through the carriers network or by any other means, to perform the Services for a specified collection and delivery.

(j) “Services” means the collection, carriage, delivery and related services described in a Purchase Order or Job.

1.2 Clause and Schedule headings do not affect the interpretation of this Agreement. A reference to a clause or Schedule is to a clause of or Schedule to this Agreement.

1.3 Words in the singular include the plural and the other way round. A reference to a person includes a company, partnership or unincorporated body.

1.4 A reference to a statute or statutory provision includes any amendment, re-enactment or subordinate legislation made under it from time to time.

1.5 The words “including” and “in particular” do not limit the generality of the preceding words.

2. Commencement and duration

2.1 This Agreement comes into force on the date the Contractor first accepts a Purchase Order or Job from the Company and continues until terminated in accordance with clause 10.

2.2 Each Purchase Order or Job is an offer by the Company to purchase the Services on these terms. The Contractor accepts that offer, and these terms, by confirming the Purchase Order or Job, by collecting the Goods or by otherwise starting to perform the Services, whichever happens first.

2.3 These terms apply to the exclusion of any other terms which the Contractor seeks to impose or incorporate, including any terms printed on or attached to the Contractor’s quotations, invoices, delivery notes or correspondence, and any terms implied by trade, custom, practice or course of dealing.

2.4 Nothing in this Agreement obliges the Company to offer the Contractor any minimum number of Purchase Orders or Jobs, and nothing obliges the Contractor to accept any Purchase Order or Job offered. Once accepted, a Purchase Order or Job must be performed in accordance with this Agreement.

3. Provision of the Services

3.1 The Contractor shall perform the Services with all reasonable skill, care and diligence and in accordance with best industry practice, the instructions set out in the Purchase Order or Job, the Code of Conduct in Schedule 1 and all applicable laws and regulations.

3.2 The Contractor shall hold, and shall keep in force for the duration of this Agreement, a valid Goods Vehicle Operator’s Licence of the correct category wherever such a licence is required for the vehicles used to perform the Services, and shall produce evidence of it on request.

3.3 The Contractor shall ensure that every person who drives a vehicle in performing the Services:

(a) holds a full and current UK driving licence of the correct category for that vehicle;

(b) has disclosed to the Company in writing all current endorsements, penalty points and pending prosecutions before first performing the Services, and notifies the Company within 2 Business Days of any new endorsement, conviction, disqualification or pending prosecution;

(c) holds any Driver Certificate of Professional Competence, tachograph card or other qualification required by law for that vehicle; and

(d) complies with all applicable drivers’ hours and working time rules.

3.4 The Contractor shall take out and maintain, with reputable insurers, the following policies of insurance:

(a) goods in transit insurance for a sum not less than the value of the Goods carried under any single Purchase Order or Job, and in any event not less than £10,000 per vehicle load;

(b) public liability insurance for not less than £5,000,000 per claim;

(c) motor insurance covering each vehicle used for the Services for hire and reward, with cover for third party liability at least to the extent required by law;

(d) employer’s liability insurance for not less than £10,000,000, where the Contractor employs or engages any person; and

(e) professional indemnity insurance for not less than £5,000,000 per claim.

3.5 The Contractor shall keep the professional indemnity insurance in clause 3.4(e) in force for the duration of this Agreement and for 6 years after it ends. The Contractor shall produce certificates and schedules of all insurance in clause 3.4 before first performing the Services and whenever requested by the Company, and shall notify the Company immediately if any policy lapses, is cancelled or is materially changed.

3.6 Before loading, the Contractor shall take reasonable steps to verify that the Goods are not dangerous goods within the meaning of the Carriage of Dangerous Goods and Use of Transportable Pressure Equipment Regulations 2009 (as amended) or any other applicable law, unless the Company has agreed in writing in the Purchase Order or Job that dangerous goods are to be carried.

3.7 The Contractor shall not carry dangerous goods unless:

(a) the Purchase Order or Job expressly states that the Goods are dangerous goods;

(b) the driver holds a current ADR training certificate of the correct class;

(d) where the law requires it, the Contractor has appointed a Dangerous Goods Safety Advisor and complies with that adviser’s recommendations.

3.8 If the Contractor is unable to perform any accepted Purchase Order or Job, the Contractor shall notify the Company at least 2 hours before the booked collection time, or as soon as the Contractor becomes aware of the inability where that is later, so that the Company can arrange alternative transport.

3.9 The Contractor shall allow up to 1 hour of delay at each collection and delivery point caused by the Customer without additional charge. Where delay caused by the Customer exceeds 1 hour at any one point, the Contractor may charge waiting time at a rate not exceeding £10 per hour or part of an hour, provided that the Contractor notified the Company’s office by telephone at the time the delay began and the delay is recorded on the signed paperwork or in the Company’s transport management system.

3.10 The Contractor shall comply with the Code of Conduct set out in Schedule 1 when performing the Services.

3.11 The Contractor shall provide proof of collection and proof of delivery for every Purchase Order or Job in the form required by the Company, and shall upload or deliver that proof to the Company within 24 hours of delivery.

3.12 The Contractor shall not subcontract or delegate any part of the Services to any other person without the Company’s prior written consent. Where consent is given, the Contractor remains fully responsible for the acts and omissions of any subcontractor as if they were its own.

3.13 The Contractor shall follow all reasonable instructions given by the Company in relation to the Services and shall keep the Company informed of the progress of each Purchase Order or Job, including any delay, breakdown, accident, refused delivery or other problem, as soon as it arises.

3.14 Breach of clause 3.6 or clause 3.7 is a fundamental breach of this Agreement which entitles the Company to terminate this Agreement immediately under clause 10.2(c), without prejudice to any other right or remedy.

4. Performance review

4.1 The Company may review the Contractor’s performance no more than once in every six months, unless a complaint or incident makes an earlier review reasonably necessary.

4.2 A performance review may cover:

(a) the Contractor’s knowledge of the Services, routes and the Company’s procedures;

(b) timekeeping, including punctuality at collection and delivery points;

(d) the condition, cleanliness and roadworthiness of the vehicles used;

(e) the currency and adequacy of the Contractor’s licences and insurance; and

(f) the record of loss, damage, delay and complaints relating to Goods carried by the Contractor.

4.3 The Company shall give the Contractor reasonable notice of a review and shall share its findings with the Contractor in writing. The Contractor shall cooperate with the review and provide any documents reasonably requested.

4.4 Where a review identifies a failure, the Company may require the Contractor to take corrective steps within a stated period. A substantive failure identified in a review, or a failure to take corrective steps within the stated period, is a material breach of this Agreement for the purposes of clause 10.3(b).

5. Loss and damage

5.1 The Contractor shall report to the Company immediately, by telephone and in the Company’s transport management system, any loss of, damage to, shortage in or delay to the Goods, and any accident or incident involving a vehicle while performing the Services.

5.2 The Contractor shall provide a full written report of the loss, damage, shortage, delay, accident or incident within 7 days of its occurrence, including photographs where available, the names of any witnesses and copies of all relevant paperwork.

5.3 Where Goods are lost or damaged as a result of theft, robbery, criminal damage or any other suspected criminal act, the Contractor shall report the matter to the Police within 24 hours of discovery, obtain a crime reference number and pass that number to the Company without delay.

5.4 The Contractor shall cooperate fully with the Company, the Customer and any insurer in the investigation of any loss or damage, and shall not admit liability to any Customer or third party on the Company’s behalf without the Company’s prior written consent.

5.5 Where Goods are refused, cannot be delivered or are found to be damaged on delivery, the Contractor shall record the facts on the proof of delivery, obtain the recipient’s signature against the record where possible, and contact the Company for instructions before leaving the delivery point.

6. Vehicles and equipment

6.1 Unless the Company agrees otherwise in writing, the Contractor shall provide at its own cost all vehicles, fuel, tolls, equipment, straps, blankets, sack trucks, pallet trucks, PPE and other items needed to perform the Services.

6.2 The Contractor shall ensure that every vehicle used for the Services:

(a) is suitable for the Goods and the Purchase Order or Job, including any stated requirement for a tail-lift, curtain side, box body or other specification;

(b) is roadworthy, taxed, insured and holds a current MOT certificate where required;

(c) is maintained in accordance with the manufacturer’s recommendations and all legal requirements, with daily walk-round checks recorded;

(d) is clean inside and out and free from any odour, residue or contamination which could affect the Goods; and

(e) carries any signage, livery or identification required by the Company and no signage which the Company has not approved.

6.3 Where the Company supplies any Company Materials, including vehicles, trailers, equipment or trackers, the Contractor shall:

(a) inspect them on receipt and report any damage or defect to the Company in writing before use, failing which the Company Materials are taken to have been received in good and undamaged condition;

(b) use them only for the Services and in accordance with the Company’s instructions;

(c) keep them in good condition and return them on demand or on termination in the condition received, fair wear and tear excepted; and

(d) be responsible for any loss of or damage to them while in the Contractor’s possession.

6.4 The Company may require a GPS tracker to be fitted to any vehicle used for the Services. The Contractor shall keep the tracker fitted, powered and active at all times while performing the Services and shall not disable, remove, obstruct or tamper with it.

6.5 The Company shall hold tracking data only for so long as is necessary for the performance of the Services, the proof of delivery, the investigation of complaints, claims or incidents, and compliance with its legal obligations, and shall process it in accordance with clause 13.

7. Company’s obligations

7.1 The Company shall:

(a) give the Contractor accurate collection and delivery addresses, contact details, timings and a description of the Goods for each Purchase Order or Job, so far as the Customer has made them available to the Company;

(b) notify the Contractor in the Purchase Order or Job of any Goods which are dangerous, fragile, perishable, high value or otherwise require special handling, so far as the Company is aware;

(d) give the Contractor reasonable access to the Company’s transport management system and procedures needed to perform the Services; and

(e) deal with the Contractor’s queries and incident reports promptly.

7.2 The Company is not responsible for any inaccuracy in information supplied by a Customer which the Company has passed to the Contractor in good faith.

8. Fees, payment and records

8.1 The Company shall pay the Contractor the Fees stated in the Purchase Order or Job. No other sum is payable unless agreed in writing by the Company before the cost is incurred.

8.2 The Contractor shall submit an invoice for each Purchase Order or Job, or a consolidated invoice for each week or month, showing the Company’s job reference, the collection and delivery points, the date of delivery, the Fees and any agreed additional charges. Each invoice shall be accompanied by the signed proof of delivery and any other documents required by the Company.

8.3 The Company shall pay each valid and undisputed invoice within 30 days from the end of the month in which the invoice was received.

8.4 The Company may reject any invoice submitted more than 180 days after completion of the Purchase Order or Job to which it relates, and the Contractor waives any claim to Fees under such an invoice.

8.5 If the Company fails to pay an undisputed sum by the due date, the Contractor may charge interest on the overdue sum at 2% above the Bank of England base rate from time to time, accruing daily from the due date until payment. This clause does not apply to any sum which is disputed in good faith.

8.6 The Company may set off against any sum due to the Contractor any sum which the Contractor owes to the Company under this Agreement or otherwise, including the amount of any loss of or damage to Goods, Company Materials or third party property for which the Contractor is responsible, and any fine, penalty or charge incurred by the Company as a result of the Contractor’s act or omission.

8.7 If the Company cancels a Purchase Order or Job before the Contractor has collected the Goods, the Contractor may charge a cancellation fee not exceeding:

(a) £50 where the vehicle booked is under 3.5 tonnes gross vehicle weight; or

(b) 25% of the job rate where the vehicle booked is 3.5 tonnes gross vehicle weight or more,

provided that the Contractor had already set off to the collection point or had turned down other work in reliance on the booking. No cancellation fee is payable where the Contractor was notified of the cancellation before setting off and more than 2 hours before the booked collection time.

8.8 The Contractor holds the Goods as bailee for the Company and the Customer. The Contractor has no lien over the Goods and shall not withhold, retain or detain any Goods or Company Materials for any reason, including non-payment of any sum.

8.9 Where the Contractor collects any cash or other payment from a Customer on the Company’s behalf, the Contractor holds it on trust for the Company and shall pay it to the Company in full on the same Business Day or the next Business Day, and shall provide a receipt or record of each collection.

8.10 All Fees are stated exclusive of VAT. Where the Contractor is registered for VAT, the Contractor shall add VAT at the applicable rate to each invoice and show its VAT registration number.

8.11 The Contractor shall keep full and accurate records of all Purchase Orders and Jobs performed, including proof of collection and delivery, waiting time, mileage, drivers’ hours and vehicle checks, for not less than 6 years after the relevant Purchase Order or Job, and shall allow the Company to inspect and copy those records on reasonable notice.

9. Liability, indemnity and insurance

9.1 The Contractor is liable to the Company without limit for all losses, damages, costs, claims, fines and expenses arising from the Contractor’s negligence, breach of this Agreement or breach of statutory duty, including loss of or damage to Goods, Company Materials or third party property, and any claim brought against the Company by a Customer or third party as a result.

9.2 The Contractor shall indemnify the Company and keep it indemnified against all losses, damages, costs (including reasonable legal costs), claims, fines and expenses which the Company suffers or incurs as a result of:

(a) any act or omission of the Contractor, its drivers, employees or subcontractors in performing or failing to perform the Services;

(b) any breach by the Contractor of this Agreement or of any applicable law;

(c) any claim by a Customer or third party in respect of loss of, damage to or delay to Goods while in the Contractor’s care; and

(d) any claim that the Contractor or any person engaged by it is an employee or worker of the Company, as set out in clause 16.

9.3 Nothing in this Agreement limits or excludes either party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be limited or excluded by law.

9.4 Subject to clause 9.3, the Company shall not be liable to the Contractor, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of business, loss of contracts or any indirect or consequential loss.

9.5 Subject to clause 9.3, the Company’s total aggregate liability to the Contractor arising under or in connection with this Agreement in any 12 month period shall not exceed the total Fees paid or payable by the Company to the Contractor in that period.

9.6 The insurance required by clause 3.4 does not limit the Contractor’s liability under this clause 9. The Contractor shall notify its insurers of any claim or potential claim and shall not do anything which could prejudice the cover.

10. Termination

10.1 Either party may terminate this Agreement at any time on giving 7 days’ written notice to the other, without affecting any Purchase Order or Job already accepted, which shall be completed in accordance with this Agreement unless the Company directs otherwise.

10.2 The Company may terminate this Agreement with immediate effect by written notice if:

(a) any licence, certificate or insurance required by clause 3 lapses, is suspended, is revoked or is not produced on request;

(b) the Contractor or any of its drivers is convicted of a criminal offence involving dishonesty, violence or a serious driving offence, or is disqualified from driving;

(d) the Contractor commits a serious breach of the Code of Conduct in Schedule 1, or acts in a way which in the Company’s reasonable opinion brings the Company into disrepute with a Customer; or

(e) the Contractor becomes insolvent, enters into any arrangement with its creditors, has a receiver, administrator or liquidator appointed, is made bankrupt or ceases to trade.

10.3 Either party may terminate this Agreement by written notice to the other if the other party:

(a) fails to pay any undisputed sum due under this Agreement and the sum remains unpaid 20 days after its due date; or

(b) commits a material breach of this Agreement and, where the breach is capable of remedy, fails to remedy it within 24 hours of receiving written notice requiring it to do so.

10.4 Termination does not affect any rights, remedies, obligations or liabilities of the parties which have accrued up to the date of termination.

11. Effects of termination

11.1 On termination of this Agreement for any reason the Contractor shall:

(a) complete any Purchase Order or Job in progress unless the Company directs otherwise, and deliver any Goods in its possession as the Company instructs;

(b) return to the Company all Company Materials, including vehicles, trackers, equipment, documents and identification, within 2 Business Days;

(c) return or, at the Company’s option, securely destroy all Confidential Information and all Customer personal data in its possession, and confirm in writing that it has done so; and

(d) submit its final invoice within 30 days of termination, accompanied by all outstanding proof of delivery.

11.2 The Company shall pay all Fees properly due for Services completed before termination in accordance with clause 8, subject to any right of set-off.

11.3 Clauses 1, 3.5, 5, 8.4, 8.6, 8.8, 8.11, 9, 11, 12, 13, 15, 16, 17, 18, 19, 20 and 21, and any other clause which by its nature is intended to survive, continue in force after termination.

12. Confidentiality

12.1 Each party shall keep the other party’s Confidential Information confidential and shall not use it for any purpose other than performing this Agreement, or disclose it to any third party, except as permitted by this clause 12.

12.2 Each party may disclose the other party’s Confidential Information:

(a) to its employees, officers, drivers, subcontractors, insurers and professional advisers who need to know it for the purposes of this Agreement, provided that it ensures those persons comply with this clause 12; and

(b) as required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 This clause 12 does not apply to information which is or becomes publicly available other than through breach of this Agreement, which was lawfully in the receiving party’s possession before disclosure, or which is independently developed without use of the Confidential Information.

12.4 The Contractor shall not, without the Company’s prior written consent, make any public statement or post on social media about the Company, its Customers or any Goods, and shall not photograph or record Goods, Customer premises or Customer documents except as needed for proof of collection and delivery.

12.5 This clause 12 continues in force for 5 years after termination of this Agreement.

13. Data protection

13.1 In this clause 13 “Data Protection Legislation” means the UK GDPR (as defined in the Data Protection Act 2018), the Data Protection Act 2018 and all other applicable laws relating to the processing of personal data and privacy, and “controller”, “processor”, “data subject”, “personal data”, “personal data breach” and “processing” have the meanings given in that legislation.

13.2 Both parties shall comply with the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, either party’s obligations under the Data Protection Legislation.

13.3 The parties acknowledge that, in respect of personal data relating to Customers, consignors, consignees and their staff which the Contractor receives in order to perform the Services (“Customer Personal Data”), the Company is the controller (or a processor on behalf of the Customer) and the Contractor is a processor acting on the Company’s documented instructions.

13.4 The Contractor shall, in relation to Customer Personal Data:

(a) process it only on the Company’s documented instructions and only for the purpose of performing the Services, unless required to do otherwise by law, in which case it shall inform the Company before processing where the law allows;

(b) keep it confidential and ensure that every person who has access to it is bound by an obligation of confidentiality;

(c) implement appropriate technical and organisational measures to protect it against unauthorised or unlawful processing and against accidental loss, destruction or damage, including keeping devices and paperwork secure and not leaving them visible in an unattended vehicle;

(d) not engage any other processor without the Company’s prior written consent, and where consent is given, impose on that processor the same obligations as set out in this clause 13;

(e) not transfer it outside the United Kingdom without the Company’s prior written consent;

(f) assist the Company, at the Company’s cost, in responding to requests from data subjects and in meeting its obligations relating to security, breach notification and impact assessments;

(g) notify the Company without undue delay, and in any event within 24 hours, on becoming aware of a personal data breach affecting Customer Personal Data;

(h) on termination of this Agreement or completion of the relevant Purchase Order or Job, delete or return it to the Company at the Company’s option, and delete existing copies unless the law requires their storage; and

(i) keep records of its processing and make available to the Company all information necessary to demonstrate compliance with this clause 13, and allow for and contribute to audits by the Company or its appointed auditor on reasonable notice.

13.5 The Contractor shall not use Customer Personal Data to contact any Customer, consignor or consignee for any purpose other than performing the Services, and shall not retain Customer Personal Data after the Services have been completed and proof of delivery has been provided to the Company, except as required by law.

13.6 The Company shall process the Contractor’s own personal data, including identity, licence, insurance, bank and tracking data, in accordance with the Data Protection Legislation and the Company’s privacy policy for drivers and contractors, for the purposes of managing this Agreement, allocating work, making payment, investigating incidents and complying with its legal obligations.

14. Force majeure

14.1 Neither party shall be in breach of this Agreement nor liable for any delay in performing or failure to perform any of its obligations under it if that delay or failure results from events, circumstances or causes beyond its reasonable control, including severe weather, flood, fire, explosion, epidemic, road closure, act of government, war, terrorism, riot, civil commotion or industrial action by third parties (but not including the unavailability of a driver or vehicle, mechanical breakdown or traffic congestion).

14.2 The affected party shall notify the other as soon as reasonably practicable, shall use all reasonable efforts to reduce the effect of the event, and shall resume performance as soon as the event has ended.

14.3 If the event continues for three months, either party may terminate this Agreement by giving 14 days’ written notice to the other.

15. Non-solicitation

15.1 The Contractor shall not, during this Agreement and for six months after its termination, directly or indirectly, on its own account or for any other person:

(a) solicit, approach or accept transport work from any Customer for whom the Contractor performed Services under this Agreement in the 12 months before termination, where that work is of the kind the Company provides, other than through the Company; or

(b) solicit or entice away, or attempt to solicit or entice away, any employee, driver or contractor of the Company with whom the Contractor had dealings in the 12 months before termination.

15.2 Clause 15.1(a) does not prevent the Contractor from accepting work from a Customer who was a customer of the Contractor before this Agreement began, provided that the Contractor can show this by written records, or from responding to a general advertisement not targeted at the Company’s Customers.

15.3 The Contractor acknowledges that the restrictions in this clause 15 are reasonable and necessary to protect the Company’s legitimate business interests, including its Customer connections and its investment in finding and keeping Customers. Each restriction is separate and severable.

16. No agency, partnership or employment

16.1 The Contractor is an independent contractor. Nothing in this Agreement creates, or is intended to create, a relationship of employer and employee, or of worker, agency, partnership or joint venture, between the Company and the Contractor or any person engaged by the Contractor.

16.2 The Contractor is free to accept or decline any Purchase Order or Job, to work for other clients, and to decide how the Services are performed within the requirements of this Agreement. The Contractor is not entitled to holiday pay, sick pay, pension contributions or any other benefit of employment from the Company.

16.3 The Contractor is responsible for its own income tax, National Insurance contributions, VAT and any other tax or levy arising from the Fees or the Services, and for those of any person it engages. The Contractor shall indemnify the Company against any liability, assessment, claim, penalty, interest or cost (including reasonable legal costs) which the Company suffers or incurs in respect of:

(a) any income tax, National Insurance or similar contributions arising from the Fees or the Services; and

(b) any claim by the Contractor or any person engaged by it that they are an employee or worker of the Company.

16.4 Neither party has authority to act in the name of or on behalf of the other, or to bind the other in any way, except that the Contractor may sign for Goods and give receipts to Customers in the ordinary course of performing the Services.

17. Severance

17.1 If any provision or part of a provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be treated as modified to the minimum extent necessary to make it valid, legal and enforceable. If that is not possible, the relevant provision or part shall be treated as deleted. Any such modification or deletion does not affect the validity and enforceability of the rest of this Agreement.

18. General

18.1 Entire agreement. This Agreement, together with each Purchase Order or Job, is the entire agreement between the parties and supersedes all previous agreements, promises, assurances, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that it has not relied on any statement not set out in this Agreement.

18.2 Variation. No variation of this Agreement is effective unless it is in writing and signed by or on behalf of both parties. The Company may update these terms by giving the Contractor not less than 14 days’ written notice, and the updated terms apply to any Purchase Order or Job accepted after the notice period has ended.

18.3 No waiver. A failure or delay by either party to exercise any right or remedy under this Agreement or by law is not a waiver of that or any other right or remedy, and does not prevent or restrict its further exercise. A single or partial exercise of any right or remedy does not prevent or restrict its further exercise.

18.4 Assignment by the Contractor. The Contractor shall not assign, transfer, charge, subcontract or deal in any other way with any of its rights or obligations under this Agreement without the Company’s prior written consent.

18.5 Assignment by the Company. The Company may assign, transfer or novate any of its rights or obligations under this Agreement to any purchaser of all or part of its business, to any company in the same group, or to any successor in title, and shall notify the Contractor in writing when it does so.

18.6 Counterparts. Where this Agreement is signed, it may be signed in any number of counterparts, including by electronic signature, each of which is an original and all of which together form one agreement.

19. Third parties

19.1 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third party which exists or is available apart from that Act.

20. Notices

20.1 Any notice given under this Agreement shall be in writing and shall be delivered by hand, sent by pre-paid first class post or recorded delivery to the receiving party’s registered office or last known business address, or sent by email to the address last notified by the receiving party for that purpose.

20.2 A notice is treated as received:

(a) if delivered by hand, at the time it is left at the address;

(b) if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; and

(c) if sent by email, at the time of transmission, or if that is outside 9.00 am to 5.00 pm on a Business Day, at 9.00 am on the next Business Day.

20.3 This clause 20 does not apply to the service of any proceedings or other documents in any legal action.

20.4 Day-to-day instructions, Purchase Orders, Jobs, incident reports and proof of delivery may be given through the Company’s transport management system, by telephone or by text message and are not notices for the purposes of this clause 20.

21. Law and jurisdiction

21.1 This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, is governed by and construed in accordance with the law of England and Wales.

21.2 Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

Schedule 1. Code of Conduct

The Contractor and every driver performing the Services shall comply with the following at all times.

Security of the load

The load shall be secured against movement before setting off and checked after each stop, and the vehicle shall be locked at all times while in transit and whenever the driver is away from it.
A loaded vehicle shall never be left unattended, except during a multi-drop round where the driver is away from the vehicle for the shortest time needed to make a delivery and the vehicle is fully locked with the keys removed.
Goods shall not be stored overnight in a vehicle unless the vehicle is parked in a secure, locked area approved by the Company. Where no secure area is available, the driver shall contact the Company for instructions before the end of the working day.
Devices, keys, paperwork and Customer documents shall not be left visible in an unattended vehicle.

Delivery

A signature, printed name and time shall be obtained from the recipient on every delivery, in the Company’s transport management system or on the Company’s paperwork. Where a recipient refuses to sign, the driver shall record the refusal and contact the Company before leaving.
Goods shall be handed only to the recipient named on the Purchase Order or Job, or to a person at the delivery address who confirms authority to accept on the named recipient’s behalf. Goods shall never be left unattended, with a neighbour or at an alternative address unless the Company has given express instruction for that Purchase Order or Job.
Any damage, shortage or discrepancy found at collection or delivery shall be recorded on the paperwork and reported to the Company before leaving the premises.

Conduct and presentation

Drivers shall be polite and professional to Customers, their staff and members of the public, and shall not argue, use offensive language or behave in a threatening manner under any circumstances. Complaints or disputes shall be referred to the Company.
All paperwork shall be completed fully, legibly and accurately, and all proof of collection and delivery shall be provided to the Company within 24 hours.
Vehicles shall be kept clean inside and out. Drivers shall present a tidy appearance, wear clothing suitable for the work and, where required by the Customer’s site or the nature of the Goods, wear appropriate PPE including hi-visibility clothing, safety footwear and gloves.
Drivers shall comply with all site rules, speed limits and safety instructions at Customer premises, and shall not smoke or vape in a vehicle while carrying Goods or on Customer premises.
Drivers shall not consume alcohol or take any drug which could impair driving before or during the Services, and shall not use a hand-held mobile device while driving.

Confidentiality and Customer contact

Customer names, addresses, telephone numbers, email addresses and any other contact details shall be used only to perform the Services and shall never be passed to any third party, recorded for the Contractor’s own use or used to contact the Customer for any other purpose.
Drivers shall not discuss the Company’s rates, other Customers or other work with any Customer.

Carriers network bookings

Purchase Orders or Jobs allocated to the Contractor through the carriers network are performed on exactly the same terms and to the same standards as any other Purchase Order or Job under this Agreement, including every rule in this Code of Conduct, and the Contractor shall deal with the Company, not the Customer, on all matters relating to the booking.

Supplier terms and conditions