BACKGROUND

a) The Company’s business involves the resourcing and supply of self-employed suppliers and independent contractors specialising in the provision of multi-drop parcel delivery services, which the Company provides to its clients at various UK geographic sites and locations.

b) The Supplier, as an independent person in business, in their own right, provides professional driver and multi-drop delivery/courier services (“the Services”) and, such skills and abilities may, from time to time, be available to the Company.

c) The Company and the Supplier agree that if the Supplier offers to make his services available to the Company and is engaged by the Company, the terms and conditions in this Contract for Services shall apply.

OPERATIONAL PROVISIONS

1. Both parties agree and intend that if, and when, the Supplier agrees to provide services to the Company, he is engaged as an independent business in his own right under a contract for services and not a contract of employment or any other kind of contract.

2. The Company is under no obligation to, and provides no guarantee it will, offer or provide the Supplier with any works whatsoever. The Supplier is under no obligation to accept any offer of works which may be made available by the Company or make his services available to the Company at any time. The Supplier is free to decline to provide any services at any time for any reason.

3. The Supplier agrees that if he provides services to or on behalf of the Company, the Supplier shall:

• Provide the services with all due care, skill and ability, to the standard expected of a comparable professional service provider and;

• Promptly provide the Company any/all information necessary to enable the Company to review the quality of the services provided in accordance with the requirements of the Company’s end-user client(s) (as set out in the Key Service Levels (KSL’s) detailed at Schedule 1). For the avoidance of doubt, no fee shall be payable, in accordance with clause 27 in respect of any period during which the services are not provided.

4. As an independent business the Supplier is free to decide how he provides the services, and will not be subject to supervision, direction or control as to the manner in which he provides the services.

5. The Supplier is free to provide services to any other parties at any time, and the Company acknowledges it does not have first call on the Supplier’s services. For smooth delivery of the services, however, the Supplier agrees he will observe the proposed and required timescales of the Company in order to, jointly, meet the expectations of the Company’s end-user client(s).

6. The Supplier is responsible for his own equipment. However, due to the nature of the services, the Company has secured provision of such necessary equipment, from its client, as may be necessary for the smooth delivery of the services, in addition to, where applicable, relevant PPE in the interest of the Supplier’s health, safety and welfare.

7. The Supplier is responsible for the cost of maintaining and keeping up to date his own valid driving licence, insurances and legally required vehicle documentation, as necessary, to provide the services, and will provide, on request, such documents as may be required by the Company to confirm this is the case.

8. The Supplier acknowledges he must be contactable at all times during the provision of the services to ensure smooth delivery of the services and reasonable expectations of the Company, and end client, that the services have been delivered.

9. In order for the Company to meet its obligations the Supplier is responsible for ensuring any such vehicles utilised meet the requirements of the attached Schedule 3.

10. Due to the nature of the services the Supplier acknowledges he is responsible for understanding and following legislative and health and safety requirements necessary to perform the services, including, but not restricted to all relevant health and safety and driving legislation, regulations and guidelines associated with the services the Supplier is providing.

11. The Supplier is responsible for ensuring it has all the relevant and correct information to enable it to undertake the services including correct times, locations and customer details.

12. Due to the nature of the services provided the Supplier acknowledges that the Company’s Client has its own equipment for confirming the status of deliverables and the Supplier ensures he is fully capable of utilizing this equipment. The Supplier is liable for any and all damage caused to any equipment utilised by the Supplier in the performance of the services, to the extent damage was caused as a result of the actions of the Supplier negligently or otherwise.

13. The Supplier agrees to adhere at all times with the GB Domestic Rules with regard to service days and acknowledges that they are not permitted to provide services for in excess of 6 consecutive days and understand that should they do so the Company may reserve to withdraw their services.

USE OF SUBSTITUTES

14. The Supplier is free to send a suitably skilled and qualified substitute or hired assistant in his place to provide the Services on their behalf provided the Substitute possess the necessary skills, qualifications and experience and meets the required criteria of the Company’s clients as detailed in Schedule 3, in order to provide the services to the same extent.

15. Where a substitute or hired assistant is sent by the Supplier there shall be no contractual or financial relationship between the Company and the substitute or hired assistant. The Supplier is solely responsible for arranging payments to the substitute or hired assistant and for ensuring such persons possess the necessary skills, qualifications and licences to perform the services.

16. If, and only if, the Company is not reasonably satisfied the substitute or hired assistant has the necessary skills or qualifications to provide the services it may reject the use of such substitute or hired assistant.

PAYMENTS & DEDUCTIONS

17. Formal written tenders are not required. The parties agree that the remuneration (i.e. daily rate, parcel/package/stop rate and/or hourly rate as, applicable to the Supplier’s status) for the Services provided, and the method of payment will be negotiated and agreed between them from time to time and as detailed at Schedule 2 to this this Contract for Services).

18. The Company facilitates payments for the services provided, via a self-billing process via a third-party payment provider; however, the Supplier can choose to opt in or out of the recognised process and make their own suitable arrangements. In any case the Supplier is responsible for the submission of his invoices on a weekly basis, setting out the extent of the services provided to the Company during the preceding week and any VAT payable (if applicable). The Company undertakes to validate the invoice presented and endeavour to reconcile such invoices 14-days from the date of the invoice.

19. The Supplier acknowledges that is a requirement of the Company’s client that the Supplier be subject to a criminal background check and must meet the client stipulated criteria before the commencement of services. The criminal background check is facilitated via a UK Government recognised agency, the clients preferred supplier, and is subject to a process charge of £49.00 which the Supplier agrees they are liable for. This will be shown as a deduction during the validation of the Supplier’s first invoice. The report received from the agency will be retained on the Supplier’s file for the duration of their services but will remain the property of the Supplier.

20. In accordance with Clause 18, the Company engages the services of a 3rd Party Payment Provider (UNICO) that is made available to the Supplier. The Supplier retains the right to choose to avail themselves of such services but can opt to use an alternative method of payment provider on the proviso they meet the requirements of Clause 31.

21. The Supplier acknowledges that should they choose to use the services of UNICO they will enter into a separate contractual agreement for the management of their payments and deductions which will include, but not restricted to; payments due for services provided; vehicle rental and insurance (if applicable); in respect of damage to any vehicle the Supplier has hired; any costs in respect of traffic violations including, but not restricted to, parking tickets and/or speeding fines including any additional administrative costs, levied by any local authority or vehicle rental company, and any or all deductions in respect of blameworthy and non-blameworthy (accidental) property damage to any client’s customers property that has resulted in a complaint against the Supplier includes any additional costs, in terms of goodwill gestures to the customer, enforced upon the Company by the client.

22. In regard of Clauses 20 and 21 above, the Supplier agrees the Company may, at the cessation of the Supplier’s service, regardless of the circumstances, withhold monies owed for a period not exceeding 28 days, from the date of cessation of the services, in order to cover any Supplier’s liabilities in respect of any monies owing for vehicle damage and/or traffic violations.

23. The Company reserves the right to carry out regular inspection of any vehicle leased by a Driver, either under a direct lease or via a sub-lease agreement in the interest of safety and roadworthiness.

24. The Supplier is responsible for all his personal and private costs of travel to and from the location where the services are provided.

25. The Supplier is responsible for his own Tax and National Insurance Contributions and must notify the Company if they are VAT registered and provide any/all available information to assist the Company to ensure the Supplier is remunerated in accordance with the agreed terms.

26. The Supplier will receive no payment for any period where services are not provided, and the Supplier will receive no payment for any cancelled works regardless of any reason as to why works are cancelled.

27. The Supplier is engaged as a self-employed Supplier and understands and agrees he is not entitled to any statutory payments such as holiday pay, sick pay, maternity/paternity pay or any other payment of any kind.

HEALTH, SAFETY AND SECURITY

28. While the Supplier’s method of service delivery is his own, the Supplier agrees, that in the interests of Health and Safety obligations imposed on the Company, he will follow such reasonable operational rules relating to his own, the Company’s and end-clients security, road safety and applicable national and local laws and byelaws in so far as they are reasonably applicable to independent persons in business on their own account. The Supplier retains the right to choose to provide the services in accordance with this agreement; however, he should also agree to meet the criteria, as detailed in Schedule 4, which sets out the minimum service standards expected by the Company and end-user client(s).

29. The Supplier will not hold himself out to be an employee or representative of the Company, save as both parties acknowledge for health and safety or security purposes the Supplier may need to be identifiable as a Supplier of the Company.

CONFIDENTIAL INFORMATION

30. The Supplier acknowledges that in the course of the period of services, they will have access to Confidential Information. The Supplier has therefore agreed to accept the restrictions in this clause in that the Supplier shall not (except in the proper course of their duties), either during the period of services provided or at any time after the Termination Date, use or disclose such information to any third party and shall use their best endeavours to prevent the publication or disclosure of any Confidential Information. This restriction does not apply to:

• Any use or disclosure authorised by the Company or required by law; or

• Any information which is already in, or comes into, the public domain otherwise than through the Suppliers’ unauthorised disclosure.

DATA PROTECTION

31. The Supplier agrees that under a separate agreement, and in accordance with the General Data Protection Regulation (GDPR) (EU) 2016/679, he has been offered and has provided the appropriate consent to the Company to collate, retain and process data relating to them and/or any Substitute, under their control, for legal, personnel, administrative and management purposes and in particular to the processing of any "sensitive personal data" (as defined in the GDPR legislation) relating to the Supplier if strictly necessary, to include information relating to any criminal proceedings, in which the Supplier has been involved, for insurance purposes and in order to comply with legal requirements and obligations to third parties. The Supplier shall comply with relevant obligations under the Data Protection Act 1998 and GDPR, and associated codes of practice, when processing personal data relating to any employee, worker, customer, Supplier or agent of the Company.

DISBURSEMENT AND RISKS

32. For the avoidance of doubt the Supplier shall bear any/all expenses or disbursements incurred in providing the Services, including:

• any and all tax liabilities associated with the provision of services to include those associated with the engagement of a Supplier or Substitute;

• the Supplier will not be reimbursed for any insurance costs.

• The Supplier bears the inherent risk and the deliverables shall transfer to the Supplier upon being collected at the base location and remain with the Supplier until it is delivered.

• Title in the Deliverables being transported will remain with the Company’s end-user client throughout the involvement of the Supplier, who will hold it as a Bailee.

• Nothing in this agreement shall entitle the Supplier to retain any Goods in any circumstances whatsoever beyond the time taken to transport them in accordance with the Company’s end-user client requirements.

INSURANCE AND LIABILITY

33. The Supplier shall have personal liability for and shall indemnify the Company for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Supplier or a Substitute engaged by the Supplier under the terms of this Agreement including any negligent or reckless act, omission or default in the provision of the Services and shall accordingly maintain in force during the period of service full and comprehensive Insurance Policies to include policies adequately covering the following risks:

• any and all motoring and/or driving incidents and the like, to include personal injury claims made by third-party motorists;

• accidental loss or damage to any delivery parcel or package to be delivered as part of the services.

The Supplier shall ensure that the Insurance Policies are taken out with reputable insurers acceptable to the Company and end-user clients and that the level of cover and other terms of insurance are acceptable to and agreed by the Company and end-user clients in accordance with the relevant insurance requirements and legislation. Such polices will include Public Liability to the minimum cover value of £5m and Goods in Transit to the minimum cover value of £25k per vehicle. The Supplier shall on request supply to the Company and end-user clients copies of such Insurance Policies and evidence that the relevant premiums have been paid and polices are valid and legally in force.

TERMINATION

34. Either party may terminate this contract for services for any reason and no notice is required to be given.

35. Notwithstanding the above clause 30, the Company may specifically terminate the Engagement with immediate effect with no liability to make any further payment to the Supplier (other than in respect of amounts accrued before the Termination Date) if at any time the Supplier:

• commits any serious or repeated breach or non-observance of any of the provisions of this agreement;

• in the reasonable opinion of the Company, damages or risks damaging the Company’s relationship with its end-user client(s) for any reason at all (howsoever arising);

• causes or participates in a situation whereby an end-user client has requested or required the cessation of the Supplier services for any reason whatsoever;

• upon the withdrawal or reduction of the requirement for services by the end-user client to whom the services were being supplied under this Agreement.

• is convicted of any criminal offence;

• is in the reasonable opinion of the Company negligent or incompetent in the performance of the Services;

• is declared bankrupt or makes any arrangement with or for the benefit of their creditors or has a county court administration order made against them under the County Court Act 1984;

• commits any fraud or dishonesty or acts in any manner which in the opinion of the Company, after due consideration, brings, or is likely to bring the Supplier or the Company or end-user client into disrepute or is materially averse to the interests of the Company or end-user client; or

• commits any offence under the Bribery Act 2010.

36. The rights of the Company under clause 31 above are without prejudice to any other rights that it might have at law to terminate the Services or to accept any breach of this agreement on the part of the Supplier as having brought the agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver of these rights.

37. On the Termination Date the Supplier agrees that he shall:

• immediately deliver to the Company all Company property and original confidential information in their possession or under their control;

• irretrievably delete any information relating to the business of the Company or end-user clients stored on any computer, hard drive, magnetic or optical disk or memory and all matter derived from such sources which is in his possession or under their control outside the premises of the Company. For the avoidance of doubt, the contact details of business contacts made during the engagement are regarded as confidential information, and as such, must be deleted from personal social or professional networking accounts; and

• provide a signed statement that they have complied fully with their obligations under this clause, together with such evidence of compliance as the Company may reasonably request

38. As previously stated, the relationship of the Supplier to the Company will be that of independent contractor and nothing in this agreement shall render him an employee, worker, agent or partner of the Company and the Supplier shall not hold himself out as such. This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly, the Supplier shall be fully responsible for and shall indemnify the Company, or end-user client, for and in respect of:

• any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Supplier shall further indemnify the Company against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Company in connection with or in consequence of any such liability, deduction, contribution, assessment or claim;

• any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier or any Substitute against the Company arising out of or in connection with the provision of the Services;

• any personal injury claim made by a third-party road user and/or pedestrian arising from carrying out the Services;

• any accidental (or deliberate) loss or damage to Deliverables.

The Company may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Supplier.

MISCELLANEOUS

39. The Supplier confirms that he has read and understood the terms and conditions contained within this contract for services and has had the opportunity to discuss this with any person or professional adviser he considers necessary before signing.

40. Both parties agree this is intended to be a legally binding contract governing the nature of the contractual relationship between them.

41. Both parties agree that these terms and conditions represent the whole agreement between them. No variations may be made to these terms unless agreed in writing by both parties.

42. Should the Company fail to enforce or apply any of the rights that it has under this Contract for Services, it shall not be construed that the Company approves or agrees to any breach of contract or that it loses its rights to enforce the terms of this Contract for Services in full at any time now or in the future.

43. The Headings used in the Contract for Services are for ease of reference only and are not intended to be interpreted as part of the terms agreed between the parties. References to the masculine include the feminine.

44. This contract is governed by the laws of England and Wales.