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Booking Fee Terms and Conditions
Coach Hire Comparison Limited Booking Fee Terms and Conditions Dated January 2024 Version 1
THESE ARE THE LEGAL TERMS AND CONDITIONS WHICH APPLY TO THE BOOKING FEE (AS DEFINED BELOW) WHICH YOU PAY TO COACH HIRE COMPARISON LIMITED, A COMPANY INCORPORATED IN ENGLAND AND WALES, COMPANY NUMBER 08883045, WITH ITS REGISTERED OFFICE AT SUITE 1, ST JAMES SQUARE, THE GLOBE CENTRE, ACCRINGTON, ENGLAND, BB5 0RE (“Coach Hire Comparison”).
THE SUPPIER IS REQUIRED TO PLEASE READ THESE TERMS CARFULLY. IF THE SUPPLIER CLICKS ON THE ‘ACCEPT’ BUTTON, THE SUPPLIER AGREES TO AND ACCEPTS THE TERMS OF THIS AGREEMENT AND THE TERMS AND CONDITIONS PROVIDED IN THE AGREEMENT WILL BE LEGALLY BINDING ON THE SUPPLIER.
IF THE SUPPLIER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE SUPPLIER SHALL CLICK ON THE ‘REJECT’ BUTTON BELOW AND SHALL NOT BE ENTITLED TO PROVIDE SERVICES TO CHC TRANSPORT.
1. Definitions and interpretation
1.1 In these Conditions the following definitions apply:
CHC Transport Agreement means the agreement between the Supplier and CHC Transport for the sale and purchase of services incorporating the terms and conditions entitled “Coach Hire Comparison Transport Limited Supplier Terms and Conditions “ as updated from time to time (including all its schedule and attachments), the Contract Page and any Orders;
CHC Transport means Coach Hire Comparison Transport Limited, a company incorporated in England and Wales, company number 15060332, with its registered office at Suite 1, St James Square, The Globe Centre, Accrington, England, BB5 0RE;
CHC Website means the website of Coach Hire Comparison, operated by Coach Hire Comparison;
Contracts Page has the meaning ascribed to the term in the CHC Transport Agreement;
Data Protection Laws means any applicable law relating to the processing, privacy and/or use of Personal Data, as applicable to either party or the Services, including:
(a) the GDPR;
(b) the Data Protection Act 2018;
(c) any laws which implement any such laws; and
(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.
Order means an order by CHC Transport for the provision of the Transport Services from the Supplier (and any amendments or clarifications to the same) each as made by the Parties in accordance with the CHC Transport Terms;
Price means the price for services of the Supplier comprised in an Order and is determined by Schedule 2 to the CHC Transport Terms;
Transport Services means the services to be performed by the Supplier for CHC Transport in accordance with the CHC Transport Agreement;
1.2 In these Conditions, unless the context requires otherwise:
1.2.1 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
1.2.2 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.3 a reference to a gender includes each other gender;
1.2.4 words in the singular include the plural and vice versa;
1.2.5 any words that follow 'include‘, 'includes‘, 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.6 the table of contents, background section and any clause, schedule or other headings in the Agreement are included for convenience only and shall have no effect on the interpretation of the Agreement; and
1.2.7 a reference to any legislation or legislative provision is a reference to it as in force as at the date of the Agreement and amended, extended, re-enacted or consolidated from time to time.
2 Agreement and Application of these Conditions
2.1 CHC Transport and Coach Hire Comparison are a group of companies which conducts the business of the provision of managed pre-planned and emergency ground transportation.
2.2 Pursuant to, and in accordance with, the CHC Transport Agreement, CHC Transport obtains and the Supplier provides, Services to CHC Transport . The provision of Transport Services is pursuant to and in accordance with the CHC Transport Agreement concluded between CHC Transport and the Supplier.
2.3 In connection with the Transport Services, Coach Hire Comparison shall provide certain services to the Supplier in respect of management of communications on behalf of CHC Transport, sales lead generation and permission to use the CHC Website, and the Supplier shall receive such services, in accordance with these terms.
3 CHC Website
3.1 CHC operates the CHC Website. In connection with Supplier’s access and use of the CHC Website, CHC Transport can purchase Transport Services from the Supplier. Coach Hire Comparison shall provide to the Supplier access to the CHC Website subject to the terms of the Agreement and the Website Terms of Use
3.2 Supplier is responsible for acquiring and maintaining, at its own expense, all equipment and connectivity required to access the CHC Website.
3.3 Terms in respect of the use of and access to the CHC Website are set out in the website. Such terms as aforementioned (hereinafter collectively referred to as the "Website Terms of Use”) and each of which may be updated or modified from time to time by CHC Transport. The Supplier hereby adopts and agrees to the Website Term of Use. The Supplier agrees that the Website Terms of Use shall govern and apply to the Supplier’s access to and use of the Supplier Engagement Portal as well as all related material. For the purpose of the Agreement and the CHC Website, all references in the Website Terms of Use to and all references to “you” or ““your” shall refer to the Supplier. In addition to the Website Terms of Use, the Agreement shall apply to the Supplier’s access to and use of the CHC Website and in the event of any direct conflict between the terms of the Website Terms of Use and the Agreement, the terms of the Agreement shall prevail with respect to such conflict.
3.4 Administration. The Supplier shall only permit authorized Supplier personnel to access the CHC Website and shall bear responsibility for all activity that occurs under the login credentials attributed to the Supplier personnel. Supplier is responsible for maintaining the confidentiality and security of its login credentials and may not disclose the login credentials to any third party. Supplier is liable for all activities conducted in connection with its Supplier Account. Supplier must immediately notify Coach Hire Comparison if the Supplier knows or has reason to suspect that (i) its login credentials have been lost, stolen, misappropriated, or otherwise compromised or (ii) there has been actual or suspected unauthorized use of its account.
3.5 The Supplier agrees to, and to cause all Supplier users to, use the CHC Website solely as set forth in the Agreement and the Website Terms of Use.
4 Booking Fee
4.1 In consideration of the services of Coach Hire Comparison , the Supplier shall pay to CHC a booking fee of a sum equal to 11.5% of the Price in any Order made under the CHC Transport Agreement (“Booking Fee”).
4.2 The prices payable under this Agreement are exclusive of Value Added Tax at the applicable rate.
5 Payment of Booking Fee
5.1 CHC shall send to the Supplier a valid VAT invoice in respect of the Booking Fee for each Order, upon receipt by CHC Transport of the Supplier’s invoice for the same Order .
5.2 The Supplier shall pay any applicable VAT (or equivalent sales tax) to CHC on receipt of a valid VAT invoice.
5.3 The Supplier agrees to facilitate payment of the Booking Fee (and VAT), and the Supplier agrees that the Booking Fee amount shall be offset against the corresponding invoice from the Supplier to CHC Transport for the Order. Such invoices as aforementioned being processed in accordance with the CHC Transport Agreement.
6 How to contact CHC Transport
The Supplier can contact CHC in respect of the process set out these terms by sending an email to [email protected] .
7 Warranty
7.1 The Supplier warrants and represents that it shall ensure the Agreement is executed by a duly authorised signatory on behalf of Supplier;
7.2 Coach Hire Comparison’s rights under the Agreement are in addition to, and do not exclude or modify, the rights and remedies available to it under the Applicable Laws.
8 Anti-bribery
8.1 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures (as defined by the Bribery Law) to prevent bribery and shall ensure that all of that party’s personnel, all others associated with that party, and all of that party’s subcontractors involved in performing the Agreement so comply. The Supplier shall also comply with any policy on anti-bribery which is provided to it by CHC Transport.
8.2 Without limitation to clause 8.1, neither party shall make or receive any bribe (as defined in the Bribery Laws) or other improper payment, or allow any such to be made or received on its behalf, or shall bribe any Foreign Public Official, intending to influence that Foreign Public Official in their capacity as a Foreign Public Official and obtain or retain business or an advantage in the conduct of business, 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.
8.3 The Supplier shall immediately notify Coach Hire Comparison as soon as it becomes aware of a breach or possible breach by the Supplier of any of the requirements in this clause 8.
9 Anti-tax evasion facilitation
9.1 The Supplier shall ensure that it (and any persons associated with the Supplier and involved in performing services in connection with the Agreement), shall not by any act or omission commit, or cause Coach Hire Comparison to commit, a UK tax evasion offence, a foreign tax evasion offence or a corporate failure to prevent offence under the Criminal Finances Act 2017 Agreement. Without prejudice to the foregoing, the Supplier shall adhere to Applicable Laws concerning tax evasion.
9.2 The Supplier shall, pay, in full and in a timely manner, all taxes due and payable relating to all monies, remuneration, profit and value received or payable by the Supplier in connection with the performance of the Services.
9.3 The Supplier warrants and represents that neither itself (nor any persons associated with the Supplier and involved in performing services in connection with the Agreement) have:
9.3.1 been investigated in connection with, or charged with having committed or facilitated the commission of any UK tax evasion offence or any foreign tax evasion offence; or
9.3.2 received any court orders, warrants, oral or written notices from a government prosecuting authority concerning any actual or alleged violation by it of any UK tax evasion offence or any foreign tax evasion offence.
9.4 The Supplier shall immediately notify Coach Hire Comparison soon as it becomes aware of any allegation, investigation, evidence or report relating to a breach or possible breach of any of the requirements in this clause 9.
9.5 Any breach of this clause 9by the Supplier shall be deemed a material breach of the Agreement that is not remediable and entitle Coach Hire Comparison to immediately terminate the Agreement by notice under clause 19.2.1.
10 Indemnity and insurance
The Supplier shall indemnify, and keep indemnified, Coach Hire Comparison and its Affiliates from and against any losses, damages, liability, costs (including legal fees) and expenses which CHC Transport and/or its Affiliates may suffer or incur directly or indirectly as a result of (i) any direct or indirect breach of the Agreement, (ii) any claim made against Coach Hire Comparison or its Affiliates in respect of any losses, damages, liability, costs and expenses sustained by any third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to, or arises from, the Services or from a direct or indirect breach of the Agreement, or negligent performance, or failure, or delay in performance of the Agreement by the Supplier.
11 Limitation of liability
11.1 The extent of the parties’ liability under, or in connection with, the Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.
11.2 Subject to Clause 11.5 the total liability of Coach Hire Comparison for any claim, howsoever arising under or in connection with the Agreement, shall not exceed a sum equal to the total amount of the charges paid or payable by Coach Hire Comparison in respect of the Services in the 12 calendar months immediately preceding the event giving rise to the claim upon which liability is based and the aggregate and total liability of Coach Hire Comparison howsoever arising under or in connection with the Agreement, shall not exceed the total sum of £500,000 (five hundred thousand pounds sterling).
11.3 Subject to Clause 11.5 and Clause 11.6, the total liability of the Supplier howsoever arising under or in connection with the Agreement, shall not exceed the total sum of £5,000,000 (five million pounds sterling).
11.4 Coach Hire Comparison shall not be liable for any consequential indirect or special losses or any loss of profit, loss of corruption to data, loss of use, loss of production, loss of contract, loss of opportunity, loss of savings, harm to reputation (in each case whether direct or indirect).
11.5 Notwithstanding any other provision of the Agreement, the liability of the parties shall not be limited in any way in respect of the following:
11.5.1 death or personal injury caused by negligence;
11.5.2 fraud or fraudulent misrepresentation;
11.5.3 any other losses which cannot be excluded or limited by Applicable Law; or
11.5.4 any losses caused by wilful misconduct.
11.6 Nothing in this Agreement excludes or limits the liability of either Party for any amount in respect of:
11.6.1 the indemnities given pursuant to Clause 10; or
11.6.2 any breach of any regulatory requirement or Applicable Law by the Supplier which directly or indirectly results in the imposition of any fine or sanction on Coach Hire Comparison or CHC Transport otherwise incurring any liability.
12 Confidentiality and announcements
12.1 The Supplier shall keep confidential all Confidential Information of Coach Hire Comparison.
12.2 The Supplier shall only use this Confidential Information for the purposes of the provision of the Services to Coach Hire Comparison and shall not use the Confidential Information for any other purpose, including but limited to using such Confidential Information to solicit, entice or induce of Coach Hire Comparison Customer for its own business interests.
12.3 The provisions of this clause shall not apply to:
12.3.1 information which was in the public domain at the date of the Agreement;
12.3.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Agreement or any related agreement;
12.3.3 any information which is independently developed by the Supplier without using information supplied by Coach Hire Comparison or by any Affiliate of CHC Transport; or
12.3.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Agreement.
12.4 This clause shall remain in force a period of five years from the date of the Agreement and, if longer, five years after termination of the Agreement.
13 Intellectual Property
The Supplier acknowledges and agrees that CHC Transport and Coach Hire Comparison enjoy exclusive ownership of their respective brand names. The Supplier also recognizes that it will not acquire any rights to the same by reason of the Agreement, and that it may not in any case use the aforementioned names or logos without the prior consent of CHC Transport.
14 Processing of personal data
14.1 The obligations of Coach Hire Comparison in respect of Personal Data disclosed by the Supplier to Coach Hire Comparison, in connection with the performance of its rights and obligations under this Agreement, are set out in the Privacy Policy on the CHC Website. Nevertheless the Supplier acknowledges and agrees that Coach Hire Comparison may share the Supplier Personal Data with CHC Transport, CMAC Group UK Limited and some of its service partners in connection with its rights and obligations under this Agreement.
14.2 The Supplier shall comply with all Data Protection Laws when processing any Personal Data.
14.3 The term “Personal Data” shall have the meaning ascribed to the term “personal data” as set out in the Data Protection Laws.
15 Force majeure
15.1 A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
15.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and
15.1.2 uses best endeavours to minimise the effects of that event.
15.2 If, due to Force Majeure, a party:
15.2.1 is or shall be unable to perform a material obligation; or
15.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding 14 days or a total of more than 30 days in any consecutive period of 60 days
the other party may, within 30 days, terminate the Agreement on immediate notice.
16 Termination
16.1 A party may terminate the Agreement by giving the other Party not less than 90 days’ notice in writing.
16.2 Coach Hire Comparison may terminate the Agreement or any other contract which it has with the Supplier at any time by giving notice in writing to the Supplier if:
16.2.1 the Supplier commits a material breach of the Agreement, and such breach is not remediable; or
16.2.2 the Supplier commits a material breach of the Agreement which is not remedied within 14 days of receiving written notice of such breach.
16.3 Coach Hire Comparison may terminate the Agreement at any time by giving notice in writing to the Supplier if the Supplier ceases to carry on business or is declared bankrupt or, if the Supplier is a company, goes into liquidation (except for the purposes of solvent amalgamation or reconstruction), administration or receivership, or otherwise becomes insolvent.
16.4 Coach Hire Comparison may terminate the Agreement any time by giving not less than 30 days’ notice in writing to the Supplier if the Supplier undergoes a change of Control.
16.5 On termination of the Agreement for any reason all rights granted to the Supplier under the Agreement or any Order shall immediately cease.
16.6 Termination or expiry of the Agreement shall not affect any accrued rights and liabilities of Coach Hire Comparison at any time up to the date of termination.
17 Notices
17.1 Notices may be given, and are deemed received:
17.1.1 by hand: on receipt of a signature at the time of delivery;
17.1.2 by UK post to the registered office of a party: at 9.00 am on the second Business Day after posting; or
17.1.3 by e mail: to [email protected] on receipt of a deliver receipt e mail from the correct address.
17.2 This clause does not apply to notices given in legal proceedings or arbitration.
18 Cumulative remedies
The rights and remedies provided in the Agreement for Coach Hire Comparison only are cumulative and not exclusive of any rights and remedies provided by law.
19 Further assurance
The Supplier shall at the request of CHC Transport, and at the Supplier’s own cost, do all acts and execute all documents which are necessary to give full effect to the Agreement.
20 Entire agreement
20.1 The parties agree that the Agreement and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
20.2 Each party acknowledges that it has not entered into the Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Agreement.
20.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
21 Variation
No variation of the Agreement shall be valid or effective unless it is in writing, refers to the Agreement and these Conditions and is duly signed or executed by, or on behalf of, each party.
22 Assignment
22.1 The Supplier may not assign, subcontract or encumber any right or obligation under the Agreement, in whole or in part, without CHC Transport’s prior written consent.
22.2 Notwithstanding clause 22.1, the Supplier may perform any of its obligations and exercise any of its rights granted under the Agreement through any Affiliate, provided that it gives Coach Hire Comparison prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Supplier acknowledges and agrees that any act or omission of its Affiliate in relation to the Supplier’s rights or obligations under the Agreement shall be deemed to be an act or omission of the Supplier itself.
23 Set off
23.1 Coach Hire Comparison and/or CHC Transport shall be entitled to set-off under the Agreement any liability which it has or any sums which it owes to the Supplier under the Agreement.
23.2 The Supplier shall pay all sums that it owes to Coach Hire Comparison under the Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
24 No partnership or agency
Nothing in the Agreement constitutes, or shall be deemed to constitute, a partnership between the parties nor make any party the agent of another party.
25 Equitable relief
The Supplier recognises that any breach or threatened breach of the Agreement may cause Coach Hire Comparison irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to CHC Transport, the Supplier acknowledges and agrees that Coach Hire Comparison is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
26 Severance
If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Agreement shall not be affected.
27 Waiver
No failure, delay or omission by Coach Hire Comparison in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
28 Third party rights
28.1 Except as expressly provided for in this clause, a person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Agreement.
28.2 Any Affiliate of Coach Hire Comparison shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Agreement.
29 Dispute resolution
29.1 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedure:
29.1.1 Within five Business Days of service of the notice, the contract managers of each of the parties shall meet to discuss the dispute and attempt to resolve it.
29.1.2 If the dispute has not been resolved within five Business Days of the first meeting of the contract managers, then the matter shall be referred to the director level management (or persons of equivalent seniority) of each of the parties. Those persons shall meet within ten Business Days to discuss the dispute and attempt to resolve it.
29.2 Until the parties have completed the steps referred to in clause 29.1, and have failed to resolve the dispute, neither party shall commence formal legal proceedings except that either party may at any time seek urgent interim relief from the courts.
30 Governing law
30.1 The Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
31 Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Agreement, its subject matter or formation (including non-contractual disputes or claims).