Terms & Condition
Terms of Business
1. INTERPRETATION
(a) In this Agreement unless the context otherwise requires: this “Agreement” means the contract between GroundScope and the Client for the supply and purchase of the Management Services incorporating these terms and conditions, the Reservation and the Schedule(s);
“Additional Charges” has the meaning given to it in paragraph 8.4 of Schedule 1;
“Aggregator” means a registered company which provides access to a number of Operators;
“Application” has the meaning given to it in paragraph 3.1 of Schedule 1;
“Associated Companies” means any companies which (directly or indirectly) control, are controlled by, and/or are under common control with a party to this Agreement and, in relation to the Client, shall also include any other company with which the Client co-promotes or co-markets any relevant product;
“Booking Terms” means the booking terms and conditions entered into between the Client and a Service Partner, applicable to the performance of services by a Service Partner, available at https://www.groundscope.co.uk/booking-terms/, and as amended from time to time;
“Business Day” means any day (other than a Saturday or Sunday) on which the banks are ordinarily open in the City of London;
“Charges” means the charges payable by the Client to GroundScope in consideration of the Management Services and as set out in paragraph 8.5 Schedule 1;
“Client” means the person or entity who has submitted a Reservation;
“Client Data” means the data of Clients including any data relating to Passengers;
“Client Property” means any documents, data, records, and other materials provided by, or on behalf of, the Client or obtained from the Client;
“Confidential Information” means information in any form (whether received before or after the date of this Agreement) that relates to the products, personnel, research activities, business affairs, or other operations of the Client and/or its Associated Companies and which would be regarded as confidential by a reasonable business person including (without limitation) all data, trade secrets and know-how, the existence and terms of this Agreement and any confidential information developed by either party in the course of carrying out this Agreement;
“Dangerous Goods” means any goods which are or may be in the sole opinion of GroundScope noxious, dangerous, hazardous, inflammable, or explosive and goods of a similar nature or which present or may present a comparable hard.
“Data Protection Legislation” means the Data Protection Act 1998, the General Data Protection Regulation (EU) 2016/679 (GDPR) and any subsequent UK data protection legislation.
“GroundScope” means Ground One Limited (company number 06244786) whose registered office is Birch House, Fairfield Avenue, Staines-upon-Thames, Surrey. TW18 4AB and who trades as GroundScope;
“Intellectual Property Rights” means without limitation any copyright, trademarks, design rights, registered designs, patents, database rights, and any other intellectual property rights;
“Management Services” means the services detailed in Schedule 1 as may be amended from time to time by this Agreement;
“Operator” means a registered firm awarded a license to operate a taxi/private hire/coach business by the applicable regulatory authority;
“Passenger” means the Client’s person(s) or package(s) named on the Reservation sent to the Service Partner from the Application;
“Reservation” means a booking by the Client either via the Application or with GroundScope directly for the provision of the Management Services and the Services to a Passenger;
“Services” means the ground transportation services to be provided by the Service Partner to Passengers under the terms of the Service Partner Contract;
“Service Partner” means the Operator or Aggregator who is selected by the Passenger to fulfill the Services;
“Service Partner Contract” means the agreement between GroundScope and a Service Partner, the standard terms and conditions of which are set out on GroundScope’s website (currently available at http://www.groundscope.co.uk/service-partner-terms-conditions as otherwise varied by paragraph 5.1 of Schedule 1;
“Service Partner Charge” means the sums to be paid to a Service Partner for each journey undertaken by the Service Partner for the Client by the Service Partner Contract, together with any Additional Charges incurred;
(b) The Reservation and the Schedules form part of these terms and conditions and shall have effect as if set out in full in the body of these terms and conditions. If there is any conflict between the terms of the Reservation, these terms and conditions and/or the Schedule(s), the order of preference (unless otherwise agreed by GroundScope) shall be these terms and conditions, the Schedule, followed by the Reservation.
(c) Any reference to legislation in this Agreement shall be construed as referring to that legislation as amended and in force from time to time and to any legislation that re-enacts or consolidates it (with or without modification).
(d) Any phrase introduced by the terms including, include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the wording preceding those terms.
2. MANAGEMENT SERVICES
(a) Each Order by the Client to GroundScope shall be an offer to purchase the Management Services subject to this Agreement and no terms or conditions endorsed on, delivered with, or contained in the Client’s purchase conditions, order, confirmation of order, specification or other document shall form part of this Agreement except to the extent that GroundScope otherwise agrees in writing.
(b) By submitting a Reservation the Client requests to appoint GroundScope to perform, and on GroundScope’s confirmation of the Reservation GroundScope agrees to perform, the Management Services in accordance with this Agreement.
(c) GroundScope will perform the Management Services with reasonable skill and care.
(d) All warranties and conditions implied by statute common law or otherwise (including but not limited to fitness for purpose) are hereby excluded to the fullest extent permitted by law.
(e) GroundScope undertakes to comply with the reasonable safety and security standards and site procedures and codes of the Client which the Client notifies to GroundScope in advance and any reasonable instructions issued by the Client in writing from time to time.
(f) Time shall be of the essence of this Agreement as regards any time, date or period specified in Schedule 1 by which the Management Services or any part of the Management Services should be performed by GroundScope.
(g) GroundScope will maintain a lost property register and will hold any property found in Service Partner vehicles until reclaimed by a Client or its employee or agent provided that any lost property not claimed within 6 months may be disposed of at GroundScope’s absolute discretion.
(b) By submitting a Reservation the Client requests to appoint GroundScope to perform, and on GroundScope’s confirmation of the Reservation GroundScope agrees to perform, the Management Services in accordance with this Agreement.
(c) GroundScope will perform the Management Services with reasonable skill and care.
(d) All warranties and conditions implied by statute common law or otherwise (including but not limited to fitness for purpose) are hereby excluded to the fullest extent permitted by law.
(e) GroundScope undertakes to comply with the reasonable safety and security standards and site procedures and codes of the Client which the Client notifies to GroundScope in advance and any reasonable instructions issued by the Client in writing from time to time.
(f) Time shall be of the essence of this Agreement as regards any time, date or period specified in Schedule 1 by which the Management Services or any part of the Management Services should be performed by GroundScope.
(g) GroundScope will maintain a lost property register and will hold any property found in Service Partner vehicles until reclaimed by a Client or its employee or agent provided that any lost property not claimed within 6 months may be disposed of at GroundScope’s absolute discretion.
3. CHARGES AND PAYMENT
(a) The Client shall be liable to pay: the Charges; and the Service Partner Charges (which for the avoidance of doubt shall include any applicable Additional Charges), in accordance with the terms of this Agreement.
(b) The Charges will be invoiced by GroundScope, together with the Service Partner Charges, upon completion of the Management Services.
(c) Unless otherwise stated in this Agreement or agreed by the parties in writing, neither party shall be entitled to retain or set-off any amount due to the other party.
(d) If the Client fails to pay any amount payable by it under this Agreement on the due date for payment, GroundScope may charge the Client interest on the overdue amount from the due date up to the date of actual payment, after as well as before judgment, at the rate of 4% per annum above the base rate for the time being of Barclays Bank plc.
(e) Where an invoice is not paid on date of invoice by Credit Card GroundScope reserves the right to charge an additional administration fee.
(b) The Charges will be invoiced by GroundScope, together with the Service Partner Charges, upon completion of the Management Services.
(c) Unless otherwise stated in this Agreement or agreed by the parties in writing, neither party shall be entitled to retain or set-off any amount due to the other party.
(d) If the Client fails to pay any amount payable by it under this Agreement on the due date for payment, GroundScope may charge the Client interest on the overdue amount from the due date up to the date of actual payment, after as well as before judgment, at the rate of 4% per annum above the base rate for the time being of Barclays Bank plc.
(e) Where an invoice is not paid on date of invoice by Credit Card GroundScope reserves the right to charge an additional administration fee.
4. DATA PROTECTION
(a) In this Agreement, the terms “Personal Data”, “Data Controller”, “Data Processor” and “Data Subject” shall have the same meaning as set out in the Data Protection Legislation.
(b) In the provision of the Management Services, GroundScope may process Personal Data as it is comprised in the Client Data. GroundScope acknowledges that the Client is the Data Controller in relation to all Client Data and that GroundScope is the Data Processor of the Client Data. GroundScope shall:
1. process Client Data only to the extent, and in such a manner, as is necessary for the purposes of the Agreement in accordance with the Client’s instructions; 2. implement and maintain appropriate technical and organisational measures to protect the Client Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. Such measures shall include, where appropriate, pseudonymising and encrypting Client Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Client 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; 3. only work with any sub-processor under a written contract containing materially the same obligations as under this clause 4; 4. keep the Client notified of changes to or appointment of sub-processors through written communication on a regular basis; 5. remain fully liable to the Client under this Agreement for all the acts and omissions of each sub-processor as if they were its own; 6. ensure that all employees, agents or other persons with access to the Client Data: o are informed of the confidential nature of the Client Data and are subject to a binding written contractual obligation to keep the Client Data confidential; o have undertaken training in the laws relating to handling Personal Data; and o shall only have access to such part or parts of the Client Data as is strictly necessary for performance of that person’s duties;
7. not transfer the Client Data outside the European Economic Area unless the appropriate safeguards are place in accordance with the Data Protection Legislation;
8. promptly inform the Client if any Client Data is lost or destroyed or becomes damaged, corrupted, or unusable. GroundScope shall take immediate steps to prevent any further breach and to remedy the situation which allowed the breach to occur and notify the Client within 3 business days of the full nature of the breach and the details of the Client Data in question. GroundScope shall, as soon as possible, restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by GroundScope or its sub-processors;
9. on reasonable notice, allow for and contribute to audits, including inspections, by the Client in relation to its compliance with this clause 4; o provide such reasonable assistance (at its own cost and expense) as the Client may require to: o respond to requests for exercising the Data Subjects’ rights under the Data Protection Legislation; o ensure compliance with the Client’s obligations under Data Protection Legislation with respect to: § security of processing; § data protection impact assessments; § prior consultation with a supervisory authority regarding high risk processing; and § any remedial action and/or notifications to be taken in response to any Personal Data breach and/or any complaint or request relating to this Agreement including, subject in each case to the Client’s prior written authorisation, any notification of the breach to supervisory authorities and/or communication to any affected data subjects; and o on termination, at the Client’s option, GroundScope shall either return all of the Client Data to the Client or securely dispose of the Client Data (including any copies) except to the extent that any applicable law requires GroundScope to retain such Client Data.
(c) The Client shall comply with its obligations as Data Controller under the Data Protection Legislation. The Client is solely responsible for the completeness and accuracy of the Client Data that GroundScope processes on the Client’s behalf. The Client warrants to GroundScope that it has all consents or other legal justifications necessary for GroundScope to process the Client Data and deliver the Management Services in accordance with the Agreement.
(b) In the provision of the Management Services, GroundScope may process Personal Data as it is comprised in the Client Data. GroundScope acknowledges that the Client is the Data Controller in relation to all Client Data and that GroundScope is the Data Processor of the Client Data. GroundScope shall:
1. process Client Data only to the extent, and in such a manner, as is necessary for the purposes of the Agreement in accordance with the Client’s instructions; 2. implement and maintain appropriate technical and organisational measures to protect the Client Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. Such measures shall include, where appropriate, pseudonymising and encrypting Client Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Client 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; 3. only work with any sub-processor under a written contract containing materially the same obligations as under this clause 4; 4. keep the Client notified of changes to or appointment of sub-processors through written communication on a regular basis; 5. remain fully liable to the Client under this Agreement for all the acts and omissions of each sub-processor as if they were its own; 6. ensure that all employees, agents or other persons with access to the Client Data: o are informed of the confidential nature of the Client Data and are subject to a binding written contractual obligation to keep the Client Data confidential; o have undertaken training in the laws relating to handling Personal Data; and o shall only have access to such part or parts of the Client Data as is strictly necessary for performance of that person’s duties;
7. not transfer the Client Data outside the European Economic Area unless the appropriate safeguards are place in accordance with the Data Protection Legislation;
8. promptly inform the Client if any Client Data is lost or destroyed or becomes damaged, corrupted, or unusable. GroundScope shall take immediate steps to prevent any further breach and to remedy the situation which allowed the breach to occur and notify the Client within 3 business days of the full nature of the breach and the details of the Client Data in question. GroundScope shall, as soon as possible, restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by GroundScope or its sub-processors;
9. on reasonable notice, allow for and contribute to audits, including inspections, by the Client in relation to its compliance with this clause 4; o provide such reasonable assistance (at its own cost and expense) as the Client may require to: o respond to requests for exercising the Data Subjects’ rights under the Data Protection Legislation; o ensure compliance with the Client’s obligations under Data Protection Legislation with respect to: § security of processing; § data protection impact assessments; § prior consultation with a supervisory authority regarding high risk processing; and § any remedial action and/or notifications to be taken in response to any Personal Data breach and/or any complaint or request relating to this Agreement including, subject in each case to the Client’s prior written authorisation, any notification of the breach to supervisory authorities and/or communication to any affected data subjects; and o on termination, at the Client’s option, GroundScope shall either return all of the Client Data to the Client or securely dispose of the Client Data (including any copies) except to the extent that any applicable law requires GroundScope to retain such Client Data.
(c) The Client shall comply with its obligations as Data Controller under the Data Protection Legislation. The Client is solely responsible for the completeness and accuracy of the Client Data that GroundScope processes on the Client’s behalf. The Client warrants to GroundScope that it has all consents or other legal justifications necessary for GroundScope to process the Client Data and deliver the Management Services in accordance with the Agreement.
5. CLIENT PROPERTY AND INTELLECTUAL PROPERTY
(a) All the Client Property shall be and remain the Client’s exclusive property and shall be returned to the Client without delay at the Client’s request and, in any event, when this Agreement ends. No receiver, administrator, administrative receiver or similar appointee, nor GroundScope, nor any of its creditors shall be entitled to any lien or other possessory remedy or security over the Client Property. To the extent that the Client has notified GroundScope in writing that the Client Property contains Confidential Information, GroundScope shall keep it confidential in accordance with Clause 11.
(b) All Intellectual Property Rights created by GroundScope under this Agreement shall belong to GroundScope.
(c) Where GroundScope will use any of the Client’s trademarks, logos and any related strap lines, it will do so in accordance with any instructions that it receives in writing from the Client and will provide the Client with samples showing the proposed use of any such trademark, logo or strap line for approval.
(b) All Intellectual Property Rights created by GroundScope under this Agreement shall belong to GroundScope.
(c) Where GroundScope will use any of the Client’s trademarks, logos and any related strap lines, it will do so in accordance with any instructions that it receives in writing from the Client and will provide the Client with samples showing the proposed use of any such trademark, logo or strap line for approval.
6. CLIENT OBLIGATIONS
(a) The Client acknowledges that GroundScope is under no obligation to procure the carriage of Dangerous Goods and warrants that any property carried for or on behalf of the Client will not include any Dangerous Goods. The Client hereby agrees to indemnify GroundScope against and hold GroundScope harmless from any penalty, fine, charge, loss, liability, damage, claim, cost or expense which GroundScope or a Service Partner may incur directly as a result of any breach of this clause.
(b) The Client shall not require GroundScope or any Service Partner to break or use the vehicle to break any provision of the road traffic legislation.
(b) The Client shall not require GroundScope or any Service Partner to break or use the vehicle to break any provision of the road traffic legislation.
7. APPROVAL OF PUBLICATIONS/ACTIVITIES
(a) GroundScope shall not advertise or make any announcement about this Agreement or the arrangements to which this Agreement relates without the Client’s written consent and GroundScope shall not use the name, logo or other trademarks of the Client for external advertising or publicity purposes without the Client’s prior written consent.
(b) GroundScope shall submit to the Client for approval all draft press releases, articles, photographs, drawings and captions, copy layout, scripts, artwork and any other materials or planned activities.
(c) If the Client requires any amendment or cancellation of publication requested by the Client after having granted approval GroundScope shall use its reasonable endeavours to make the necessary amendments or cancellations, provided that the Client shall pay to GroundScope all costs and expenses associated, or connected, with any such amendment or cancellation.
(b) GroundScope shall submit to the Client for approval all draft press releases, articles, photographs, drawings and captions, copy layout, scripts, artwork and any other materials or planned activities.
(c) If the Client requires any amendment or cancellation of publication requested by the Client after having granted approval GroundScope shall use its reasonable endeavours to make the necessary amendments or cancellations, provided that the Client shall pay to GroundScope all costs and expenses associated, or connected, with any such amendment or cancellation.
8. ANTI-BRIBERY PROVISIONS
(a) For the purposes of this clause 8 ‘Bribery Laws’ means the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and the expressions ‘adequate procedures’ and ‘associated with’ shall be
construed in accordance with the Bribery Act 2010.
(b) Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that: 1. all of that party’s personnel; 2. all others associated with that party; and 3. all of that party’s sub-contractors, 4. involved in performing the Contract so comply.
(c) Without limitation to clause
8.(b), neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
(d) Each party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 8.
construed in accordance with the Bribery Act 2010.
(b) Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that: 1. all of that party’s personnel; 2. all others associated with that party; and 3. all of that party’s sub-contractors, 4. involved in performing the Contract so comply.
(c) Without limitation to clause
8.(b), neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
(d) Each party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 8.
9. TERM AND TERMINATION
(a) Either party may end this Agreement immediately by giving written notice to the other, if that other: 1. commits any serious or repeated breach of a material term of this Agreement which, if capable of remedy, has not been remedied within 10 days after receipt of a written notice identifying the breach and requiring it to be remedied; or
2. goes into liquidation, suffers a meeting of its creditors, has any sort of trustee, receiver, administrator, administrative receiver or similar officer appointed in respect of any of its assets, is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, ceases or threatens to cease to carry on business, suffers any judgement or execution which remains unsatisfied for 10 days or anything similar or analogous to any of the foregoing in any relevant jurisdiction.
2. goes into liquidation, suffers a meeting of its creditors, has any sort of trustee, receiver, administrator, administrative receiver or similar officer appointed in respect of any of its assets, is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, ceases or threatens to cease to carry on business, suffers any judgement or execution which remains unsatisfied for 10 days or anything similar or analogous to any of the foregoing in any relevant jurisdiction.
10. EFFECT OF TERMINATION
(a) Termination of this Agreement shall not affect any rights or obligations of the parties that have accrued before termination, nor shall it affect the coming into or continuance in force of any provisions of this Agreement which are, expressly or by implication, intended to come into or continue in force after termination.
(b) On termination of this Agreement: 1. GroundScope will be entitled to perform all Management Services which have been requested prior to termination which are due to be performed before termination; 2. Both parties will at their own expense within 30 (thirty) days of the date of termination return Confidential Information belonging to the other party to that other party; 3. All payments due to be paid to either party will become immediately payable and will be paid without set-off or deduction within 30 days of the date of termination;
(b) On termination of this Agreement: 1. GroundScope will be entitled to perform all Management Services which have been requested prior to termination which are due to be performed before termination; 2. Both parties will at their own expense within 30 (thirty) days of the date of termination return Confidential Information belonging to the other party to that other party; 3. All payments due to be paid to either party will become immediately payable and will be paid without set-off or deduction within 30 days of the date of termination;
11. CONFIDENTIALITY
(a) Each party (“Receiving Party”) undertakes to treat as and keep absolutely secret and confidential:- 1. any and all Confidential Information relating to the other party (the “Disclosing Party”) which may come into the possession of the Receiving Party or any employee, agent or Service Partner of the Receiving Party as a result of or in connection with this Agreement; and 2. Any and all information which has been or which may be derived or obtained from any such Confidential Information.
(b) For the avoidance of doubt GroundScope’s prices and pricing structure are Confidential Information;
(c) In protecting such Confidential Information the Receiving Party will enjoy a reasonable standard of care which will in no event be less than the standard of care it employs in protecting its own Confidential Information.
(d) Except with the prior written consent of the Disclosing Party the Receiving Party will not disclose any Confidential Information or any part thereof to any third party other than an employee, agent or Service Partner of the Receiving Party and then only to the extent that such disclosure is necessary for the proper performance of the Receiving Party’s obligations under this Agreement in which case such Confidential Information is to be treated as confidential by the person to whom it is disclosed including requiring such person where appropriate to enter into a confidentiality agreement with the Receiving Party in similar terms to these. GroundScope agrees not to use or reference in any advertising, press release, interview, presentation to prospective clients, article, promotional material, or other communication, the Client’s company or representative name, endorsement, direct or indirect quote, code, drawing, logo, trademark, specification, or picture without the prior written consent of the Client, which consent may be withheld at its absolute discretion
(e) The provisions of clause 11 will not apply to any information which:- 1. Is or enters into the public domain other than by breach of this clause 11; 2. Is in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party; 3. Is obtained from a third party who is lawfully authorised to disclose such information; 4. Is authorised for release by the written consent of the Disclosing Party; or 5. Is required to be disclosed by a court, regulator, stock exchange or other competent authority.
(b) For the avoidance of doubt GroundScope’s prices and pricing structure are Confidential Information;
(c) In protecting such Confidential Information the Receiving Party will enjoy a reasonable standard of care which will in no event be less than the standard of care it employs in protecting its own Confidential Information.
(d) Except with the prior written consent of the Disclosing Party the Receiving Party will not disclose any Confidential Information or any part thereof to any third party other than an employee, agent or Service Partner of the Receiving Party and then only to the extent that such disclosure is necessary for the proper performance of the Receiving Party’s obligations under this Agreement in which case such Confidential Information is to be treated as confidential by the person to whom it is disclosed including requiring such person where appropriate to enter into a confidentiality agreement with the Receiving Party in similar terms to these. GroundScope agrees not to use or reference in any advertising, press release, interview, presentation to prospective clients, article, promotional material, or other communication, the Client’s company or representative name, endorsement, direct or indirect quote, code, drawing, logo, trademark, specification, or picture without the prior written consent of the Client, which consent may be withheld at its absolute discretion
(e) The provisions of clause 11 will not apply to any information which:- 1. Is or enters into the public domain other than by breach of this clause 11; 2. Is in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party; 3. Is obtained from a third party who is lawfully authorised to disclose such information; 4. Is authorised for release by the written consent of the Disclosing Party; or 5. Is required to be disclosed by a court, regulator, stock exchange or other competent authority.
12. FORCE MAJEURE
(a) GroundScope will not be liable for any delay in performance of the Management Services or failure to perform obligations, if the delay or failure results from events or circumstances beyond its reasonable control. Without prejudice to the generality of the foregoing, the following will be regarded as such circumstances (“Force Majeure”):- 1. acts of God, explosion, flood, bad weather, fire or accident; 2. War, hostilities, invasion, riot, civil disturbance or acts of terrorism; 3. Strikes, lock-outs or other labour disputes which involves complete or substantial stoppage of work; 4. Acts, restrictions, regulations, by-laws, refusals to grant a licence or permission, prohibitions or measures of any kind on the part of any governmental authority; 5. Major road closures or state/diplomatic visits for which no notice or information was available to GroundScope (through the normal communication channels such as Traffic Master, Radio and other channels) and so could not be planned for and which subsequently delays a given journey;
6. Where a Service Partner is subject to a Force Majeure event. (b) Any delay or failure arising out of an event of Force Majeure will not constitute a breach of this Agreement and the time for performance will be extended by a period equivalent to that during which the performance is so prevented, provided that if such delay or failure persists for a period of more than seven (7) days, nothing in this clause will be taken to limit or prevent the exercise by the Client of its rights of termination.
(c) If GroundScope is affected by Force Majeure, it will notify the Client as soon as is reasonably practicable of the nature and extent of the circumstances in question and will use reasonable endeavours to avoid or mitigate any such period of delay. If a potential delay is caused by a Force Majeure event, GroundScope will use all reasonable endeavours to avoid or mitigate the potential delay by ordering a replacement vehicle (if applicable). In all cases the respective operational department is to be advised of the delay or potential delay so they can plan accordingly.
6. Where a Service Partner is subject to a Force Majeure event. (b) Any delay or failure arising out of an event of Force Majeure will not constitute a breach of this Agreement and the time for performance will be extended by a period equivalent to that during which the performance is so prevented, provided that if such delay or failure persists for a period of more than seven (7) days, nothing in this clause will be taken to limit or prevent the exercise by the Client of its rights of termination.
(c) If GroundScope is affected by Force Majeure, it will notify the Client as soon as is reasonably practicable of the nature and extent of the circumstances in question and will use reasonable endeavours to avoid or mitigate any such period of delay. If a potential delay is caused by a Force Majeure event, GroundScope will use all reasonable endeavours to avoid or mitigate the potential delay by ordering a replacement vehicle (if applicable). In all cases the respective operational department is to be advised of the delay or potential delay so they can plan accordingly.
13. LIMITATION OF LIABILITY
(a) This clause sets out the entire financial liability of GroundScope (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Client in respect of: 1. any breach of this Agreement; 2. any use made by the Client of the Management Services detailed in Clause 2 and Schedule 1; and 3. Any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
(b) All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
(c) Nothing in this Agreement limits or excludes the liability of GroundScope for death or personal injury resulting from the negligence of GroundScope or its employees, for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by GroundScope or for any matter for which it is unlawful to limit or exclude liability.
(d)Subject to clauses 13(a) and 13(b): GroundScope shall not be liable for any liability incurred by the Client as a result of a failure of a Service Partner to perform its services to the Client; GroundScope shall not be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss of corruption of data or information, or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses whether or not known to the parties at the time the Reservation was confirmed; and GroundScope’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement shall be limited to £50,000.
(b) All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
(c) Nothing in this Agreement limits or excludes the liability of GroundScope for death or personal injury resulting from the negligence of GroundScope or its employees, for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by GroundScope or for any matter for which it is unlawful to limit or exclude liability.
(d)Subject to clauses 13(a) and 13(b): GroundScope shall not be liable for any liability incurred by the Client as a result of a failure of a Service Partner to perform its services to the Client; GroundScope shall not be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss of corruption of data or information, or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses whether or not known to the parties at the time the Reservation was confirmed; and GroundScope’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement shall be limited to £50,000.
14. ENTIRE AGREEMENT
(a) This Agreement and the Schedule(s) and documents referred to in it form the entire agreement between the parties relating to the Management Services and supersede all previous agreements (if any) relating to the Management Services.
(b) Each party acknowledges that in entering into this Agreement it has not relied on any representation, warranty or other assurance save as set out in this Agreement. More particularly (but without limitation), no printed standard terms that may appear on any purchase order, invoice or despatch order relating to the Management Services shall have any effect.
(c) Nothing in this Clause shall operate to limit or exclude any liability for fraudulent misrepresentation.
(b) Each party acknowledges that in entering into this Agreement it has not relied on any representation, warranty or other assurance save as set out in this Agreement. More particularly (but without limitation), no printed standard terms that may appear on any purchase order, invoice or despatch order relating to the Management Services shall have any effect.
(c) Nothing in this Clause shall operate to limit or exclude any liability for fraudulent misrepresentation.
15. VARIATION
This Agreement may only be amended by one or more further written agreements which expressly amend this Agreement.
16. SEVERANCE
(a) If any of the terms of this Agreement are or become invalid, illegal or unenforceable, the remaining provisions shall continue to have full force and effect.
(b) If any invalid, illegal or unenforceable term of this Agreement would be valid, legal and enforceable if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
(c) If Clause 16(b) above does not apply, the parties will negotiate in good faith to substitute a valid, legal and enforceable provision that achieves the same effect as intended by the invalid, illegal or unenforceable provision.
(b) If any invalid, illegal or unenforceable term of this Agreement would be valid, legal and enforceable if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
(c) If Clause 16(b) above does not apply, the parties will negotiate in good faith to substitute a valid, legal and enforceable provision that achieves the same effect as intended by the invalid, illegal or unenforceable provision.
17. ASSIGNMENT
(a) Neither party shall assign, sub-contract, transfer or declare a trust of any interest, obligation or right in or under this Agreement without the other’s prior written consent, save that the Client may transfer this Agreement or any right or obligation in or under it to any of its Associated Companies.
(b) If all or any part of its obligations under this Agreement are sub-contracted, GroundScope shall be responsible for all the acts and omissions of its sub-contractors as if GroundScope had itself carried out the acts and omissions concerned.
(b) If all or any part of its obligations under this Agreement are sub-contracted, GroundScope shall be responsible for all the acts and omissions of its sub-contractors as if GroundScope had itself carried out the acts and omissions concerned.
18. WAIVER
No failure or delay by either party to exercise or enforce any rights or remedies provided under this Agreement or by law shall be construed as a waiver of those rights or remedies, nor operate to bar their subsequent exercise or enforcement. No waiver of any term of this Agreement shall be effective unless written and signed by the party against whom enforcement of the waiver is sought.
19. THIRD PARTY RIGHTS
No provision of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
20. INSURANCE
GroundScope shall, in respect of the persons performing the Management Services, maintain employers and public liability insurance each to a value of at least five million pounds (£5,000,000) with a reputable insurer. GroundScope shall provide the Client on request with copies of all policy certificates evidencing such insurance cover.
21. NOTICES
(a) Any notice given under this Agreement shall be written in English, signed by or on behalf of the party giving it and clearly marked for the attention of the relevant contact for the receiving party as set out below.
(b) Notices may be served by personal delivery or by pre-paid recorded delivery post (butnot by email) and shall be deemed to have been received: 1. if delivered personally, at the time of delivery; 2. In the case of pre-paid recorded delivery post, 9.00am on the second Business Day after the date of posting.
(c) GroundScope’s address and contact for the purpose of this Clause 22 is as set out below. The Client’s address and contact for the purpose of this Clause 22 is as set out in the Client’s profile on the Application. These details may be updated by the parties from time to time by notice to the other party in accordance with this Clause 22 or as otherwise agreed between the parties in writing (including email).
For GroundScope: Ground One Ltd, Birch House, Fairfield Avenue, Staines-upon-Thames, Middlesex, TW18 4AB For the attention of: Emma Hamlin
(b) Notices may be served by personal delivery or by pre-paid recorded delivery post (butnot by email) and shall be deemed to have been received: 1. if delivered personally, at the time of delivery; 2. In the case of pre-paid recorded delivery post, 9.00am on the second Business Day after the date of posting.
(c) GroundScope’s address and contact for the purpose of this Clause 22 is as set out below. The Client’s address and contact for the purpose of this Clause 22 is as set out in the Client’s profile on the Application. These details may be updated by the parties from time to time by notice to the other party in accordance with this Clause 22 or as otherwise agreed between the parties in writing (including email).
For GroundScope: Ground One Ltd, Birch House, Fairfield Avenue, Staines-upon-Thames, Middlesex, TW18 4AB For the attention of: Emma Hamlin
22. ALTERNATIVE DISPUTE RESOLUTION
(a) Any dispute or difference between the parties relating to this Agreement (whether as a matter of contractual interpretation or otherwise) shall be dealt with as follows:
1. Either party shall be entitled, at any time, to refer a dispute to the other party by giving written notice of such dispute to the other party; 2. the dispute shall first be referred to the representative nominated by the Client and Emma Hamlin of GroundScope who shall use all reasonable endeavours to resolve such dispute within five (5) Business Days of notice of the dispute having been received by the receiving party; 3. if the persons referred to in Clause 23(a) (ii) above are unable or unwilling to resolve the matter between themselves within the relevant period, either of them may forthwith request a meeting of at least two senior representatives of both the Clientand GroundScope to be convened at the earliest practicable time (and, in any event,within ten (10) Business Days of the referral of such dispute to them); 4. In the event the parties are unable to resolve the dispute within twenty (20) Business Days of the dispute having been referred to the senior representatives referred to in Clause 23(a)(iii) the parties shall consider whether or not it will be suitable to refer the matter in dispute to an alternative dispute resolution procedure with the assistance of a mediator appointed by the parties or, in default of agreement, by the Centre for Dispute Resolution, Prince’s House, 95 Gresham Street, London, EC2V 7NA. If the parties are unable to agree on an alternative method of resolving the dispute, either party shall be entitled to bring proceedings in accordance with Clause 25.
(b) Nothing in this Clause 23 shall: 1. Prejudice either party’s rights and remedies; and/or 2. In any way prohibit or prevent either party from commencing any legal proceedings.
1. Either party shall be entitled, at any time, to refer a dispute to the other party by giving written notice of such dispute to the other party; 2. the dispute shall first be referred to the representative nominated by the Client and Emma Hamlin of GroundScope who shall use all reasonable endeavours to resolve such dispute within five (5) Business Days of notice of the dispute having been received by the receiving party; 3. if the persons referred to in Clause 23(a) (ii) above are unable or unwilling to resolve the matter between themselves within the relevant period, either of them may forthwith request a meeting of at least two senior representatives of both the Clientand GroundScope to be convened at the earliest practicable time (and, in any event,within ten (10) Business Days of the referral of such dispute to them); 4. In the event the parties are unable to resolve the dispute within twenty (20) Business Days of the dispute having been referred to the senior representatives referred to in Clause 23(a)(iii) the parties shall consider whether or not it will be suitable to refer the matter in dispute to an alternative dispute resolution procedure with the assistance of a mediator appointed by the parties or, in default of agreement, by the Centre for Dispute Resolution, Prince’s House, 95 Gresham Street, London, EC2V 7NA. If the parties are unable to agree on an alternative method of resolving the dispute, either party shall be entitled to bring proceedings in accordance with Clause 25.
(b) Nothing in this Clause 23 shall: 1. Prejudice either party’s rights and remedies; and/or 2. In any way prohibit or prevent either party from commencing any legal proceedings.
23. NO PARTNERSHIP
GroundScope is acting as disclosed agent for the Client in relation to procuring the services of the Service Partner. Nothing in this Agreement or the arrangements to which this Agreement relates shall create or be deemed to create a partnership or joint venture of any kind, nor constitute any party the employer or employee of another party. The parties agree that no party shall have the power or right to bind the other, nor shall either hold itself out as having such authority.
24. GOVERNING LAW AND JURISDICTION
This 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 laws of England. Both parties irrevocably submit to the exclusive jurisdiction of the English courts to settle any dispute or claim that arses out of or in connection with this Agreement or its subject matter.
SCHEDULE 1
MANAGEMENT SERVICES
GENERAL
1.1 GroundScope will be responsible for arranging the provision of all vehicles, resources goods, materials, services, equipment and consumables necessary for the proper provision of the Management Services.
1.2 The Client agrees to GroundScope acting as a disclosed agent in the arrangement of the provision of the Services and the Management Services. Each booking entered into by the Client via the Managed Services shall constitute a contract between the Client and the applicable Service Partner, subject to the Booking Terms.
1.2 The Client agrees to GroundScope acting as a disclosed agent in the arrangement of the provision of the Services and the Management Services. Each booking entered into by the Client via the Managed Services shall constitute a contract between the Client and the applicable Service Partner, subject to the Booking Terms.
VEHICLE BOOKING PROCESS – TELEPHONE
2.1 GroundScope will provide 24 hours a day x 7 days a week x 365 days a year telephone booking service that allows the Client to submit, confirm, query or amend vehicle reservations or requirements.
2.2 All calls to the telephone booking service will be answered with a suitable script that deals with the caller and their request in a professional, courteous and efficient manner.
2.3 GroundScope will enter all Reservations and amendments communicated to the telephone booking service on the Application.
2.2 All calls to the telephone booking service will be answered with a suitable script that deals with the caller and their request in a professional, courteous and efficient manner.
2.3 GroundScope will enter all Reservations and amendments communicated to the telephone booking service on the Application.
VEHICLE BOOKING PROCESS – WEB AND MOBILE BASED APPLICATION
3.1 GroundScope will provide 24 x 7 x 365 web and mobile based ground transportation applications (the “Applications”). The uptime of the Applications will be 99.9%
3.2 The Applications will show the individual name of the Service Partner so a traveller can clearly identify which Service Partner is providing the Services.
3.2 The Applications will show the individual name of the Service Partner so a traveller can clearly identify which Service Partner is providing the Services.
PASSENGER NOTIFICATION SERVICES
4.1 For collection from a private address, GroundScope will make available the following passenger notification services:- An email confirmation received within 2 minutes of a Reservation being made providing the name and contact number of the Service Partner An SMS text message sent at least 10 minutes and a maximum of 30 minutes before the journey commences with the Service Partner details
4.2 For collection from a business address (other than a Site), GroundScope will make available the following passenger notification services:- An email confirmation received within 2 minutes of a Reservation being made providing the name and contact number of the Service Partner An SMS text message received at least 10 minutes and a maximum of 30 minutes before the journey commences with the car and Driver details.
4.3 For collection at an airport, GroundScope will make available the following passenger notification services:- An email confirmation received within 2 minutes of a Reservation being made providing the name and contact number of the Service Partner An SMS text message to the traveller confirming date, time, meeting point and the Service Partner details will be sent to the passenger’s mobile phone The Service Partner greeting the passenger by the agreed meeting point with a clearly formatted name-board that does not include the Client name
4.2 For collection from a business address (other than a Site), GroundScope will make available the following passenger notification services:- An email confirmation received within 2 minutes of a Reservation being made providing the name and contact number of the Service Partner An SMS text message received at least 10 minutes and a maximum of 30 minutes before the journey commences with the car and Driver details.
4.3 For collection at an airport, GroundScope will make available the following passenger notification services:- An email confirmation received within 2 minutes of a Reservation being made providing the name and contact number of the Service Partner An SMS text message to the traveller confirming date, time, meeting point and the Service Partner details will be sent to the passenger’s mobile phone The Service Partner greeting the passenger by the agreed meeting point with a clearly formatted name-board that does not include the Client name
SERVICE PARTNERS
5.1 All Service Partners will have entered into a Service Partner Agreement with GroundScope either using the Service Partner Agreement standard terms (available at http://www.groundscope.co.uk/service-partner-terms-conditions), a variation of these terms or the Service Partner’s own standard terms. If a Service Partner uses their own standard terms a copy will be made available on the GroundScope website or to the Client directly.
CUSTOMER SUPPORT TEAM
6.1 GroundScope will provide a Customer Support team responsible for the receipt, investigation and resolution of queries working to the following:
98.5% of issues will be responded to within 24hr
98.5% of issues will be resolved within 48hr
98.5% of issues will be responded to within 24hr
98.5% of issues will be resolved within 48hr
CONTRACT MANAGEMENT AND ADMINISTRATION
7.1 The Client and GroundScope may wish to meet on a regular basis to review the operational performance of the Management Services. If such meetings are organised, GroundScope will be responsible for preparing a management information report that summarises activity since the previous report as follows:- Adherence to required Service Partner Service Levels; Initiatives to improve Service Partner Service Levels; Cost avoidance and cost reduction initiatives; and Service Partner Service Level failure details.
7.2 GroundScope will send the Client one document for each journey forming part of the Services. The document will contain a one-page Travel Summary which contains detailed journey information including details of all the Service Partner Charges and the Management Charges relating to the journey. If any Additional Charges are incurred these will be notified to the Client via the Application. The document will also contain two VAT invoices, one from the Service Partner for the Service Partner Charge and one from GroundScope for the Charges.
7.2 GroundScope will send the Client one document for each journey forming part of the Services. The document will contain a one-page Travel Summary which contains detailed journey information including details of all the Service Partner Charges and the Management Charges relating to the journey. If any Additional Charges are incurred these will be notified to the Client via the Application. The document will also contain two VAT invoices, one from the Service Partner for the Service Partner Charge and one from GroundScope for the Charges.
CHARGES AND PAYMENT
8.1 The Client is ultimately responsible for paying the Service Partner Charge for trips booked through the Client’s booking platform. If the Client refuses to pay for a journey then GroundScope will not be liable to pay the Service Partner Charge to the Service Partner.
8.2 The Client agrees to allow GroundScope to be responsible, as the Client’s agent, for collecting payment for the Service Partners Charge for each booked trip and remitting this payment within 30 days of receipt of cash from the Client to the Service Partner.
8.3 The Service Partner will provide GroundScope with details of its prices / rates. The Application will use these prices / rates to calculate the Service Partner Charge for a ride booked on the platform that are ultimately payable by the Client. There are no charges to the Service Partner for working with GroundScope.
8.4 All Service Partners Charges including the ride charge and any additional charges or expenses such as (but not limited to) waiting time, additional drops, car parking, tolls, bank holiday surcharges (“Additional Charges”), together with GroundScope’s Charges will be fully transparent to the Client and Service Partner and detailed within the Client booking tool and communications from GroundScope.
8.5 The Charges payable by the Client to GroundScope for the Management Services will include:-
8.5.1 a combined fee for use of GroundScope’s booking system and management services in respect of each booking; 8.5.2 a credit card fee which will cover the charges incurred by GroundScope for processing a credit card transaction; and
8.5.3 if a Client makes bookings or booking amendments outside of the Application (such as via phone or e-mail) then a fee of £2.50 will apply. This fee will not be charged more than once on any single journey to be completed as part of the Services. All other off-line queries including but not limited to billing, service issues and where’s my car will not be charged.
8.6 GroundScope reserves the right to increase its standard charges and shall give the Client prior written warning of such increases. Any such increases to GroundScope’s Charges would not apply to a Reservation already confirmed unless agreed between the parties.
8.7 The Client is under no obligation to achieve any kind of minimum level of Service usage.
8.8 The Client can require GroundScope to not use particular Service Providers and can request which particular Service Providers are to be used in particular areas.
8.9 The Charges and the Service Partner Charges will be submitted to the Client as one combined charge per journey; payment of which will be deducted from the Client’s credit card used to make the Reservation. The invoice will be issued to the Client between 48 and 72 working hours from the journey completion
8.10 Any service credit, remedy or other sum payable by GroundScope to the Client under this Agreement may be credited to the Client’s credit card within one week.
8.11 For every trip the client traveller will be quoted a price for the trip before confirming the booking.
8.12 Journey Cancellations: If a journey is cancelled within GroundScope cancellation terms, the Customer will pay the cost or proportion of cost of the journey as detailed in the Service Partner Agreement and confirmed to the traveller in the Application
8.2 The Client agrees to allow GroundScope to be responsible, as the Client’s agent, for collecting payment for the Service Partners Charge for each booked trip and remitting this payment within 30 days of receipt of cash from the Client to the Service Partner.
8.3 The Service Partner will provide GroundScope with details of its prices / rates. The Application will use these prices / rates to calculate the Service Partner Charge for a ride booked on the platform that are ultimately payable by the Client. There are no charges to the Service Partner for working with GroundScope.
8.4 All Service Partners Charges including the ride charge and any additional charges or expenses such as (but not limited to) waiting time, additional drops, car parking, tolls, bank holiday surcharges (“Additional Charges”), together with GroundScope’s Charges will be fully transparent to the Client and Service Partner and detailed within the Client booking tool and communications from GroundScope.
8.5 The Charges payable by the Client to GroundScope for the Management Services will include:-
8.5.1 a combined fee for use of GroundScope’s booking system and management services in respect of each booking; 8.5.2 a credit card fee which will cover the charges incurred by GroundScope for processing a credit card transaction; and
8.5.3 if a Client makes bookings or booking amendments outside of the Application (such as via phone or e-mail) then a fee of £2.50 will apply. This fee will not be charged more than once on any single journey to be completed as part of the Services. All other off-line queries including but not limited to billing, service issues and where’s my car will not be charged.
8.6 GroundScope reserves the right to increase its standard charges and shall give the Client prior written warning of such increases. Any such increases to GroundScope’s Charges would not apply to a Reservation already confirmed unless agreed between the parties.
8.7 The Client is under no obligation to achieve any kind of minimum level of Service usage.
8.8 The Client can require GroundScope to not use particular Service Providers and can request which particular Service Providers are to be used in particular areas.
8.9 The Charges and the Service Partner Charges will be submitted to the Client as one combined charge per journey; payment of which will be deducted from the Client’s credit card used to make the Reservation. The invoice will be issued to the Client between 48 and 72 working hours from the journey completion
8.10 Any service credit, remedy or other sum payable by GroundScope to the Client under this Agreement may be credited to the Client’s credit card within one week.
8.11 For every trip the client traveller will be quoted a price for the trip before confirming the booking.
8.12 Journey Cancellations: If a journey is cancelled within GroundScope cancellation terms, the Customer will pay the cost or proportion of cost of the journey as detailed in the Service Partner Agreement and confirmed to the traveller in the Application
