Confidential
POST OFFICE LIMITED
STANDARD CONDITIONS FOR THE OPERATION OF A LOCAL POST
OFFICE® BRANCH (OFF SITE, POST OFFICE LIMITED CASH)
These Standard Conditions form part of the Local Post Office Agreement and
contain the following Parts:
PART 1 - DEFINITIONS USED IN THE AGREEMENT
PART 2 - OPERATING A LOCAL BRANCH
PART 3 - FINANCIAL DETAILS
PART 4 - EQUIPMENT FOR A LOCAL BRANCH
PART 5 - MANUAL FOR A LOCAL BRANCH
PARTE - NON-COMPETE RESTRICTIONS AND HOW THEY AFFECT
BRANCH PREMISES
PART7 - FIT OUT WORKS AND BRANCH PREMISES
PART 1 — DEFINITIONS USED IN THE AGREEMENT
1 Definitions and Interpretation
1.1 In addition to the terms defined in the Preface, the words below have the
meanings next to them unless the context requires otherwise:
Accounting
Periods
Agreement
Assistant
Basic Business
Branch
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the periods into which Post Office Ltd’s financial
year is divided. Each period shall be of 4 or 5
weeks, as notified by Post Office Ltd to the
Operator
the Local Post Office® Agreement between Post
Office Ltd and the Operator relating to the Branch
and consisting of the documents listed in the
Preface, as each of them may be amended by
Post Office Ltd from time to time in accordance
with these Standard Conditions
a person employed by the Operator who is
approved by Post Office Ltd in accordance with the
Manual to work in the Branch
the type of business carried on by the Operator on
its own account from the Branch Premises
the Post Office Local branch operated by the
Operator from the Branch Premises including the
provision of the Products and Services by the
Operator on behalf of Post Office Ltd and all
associated Post Office related activities
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Branch
Premises
Client
Compliance
Training
Conditions of
Appointment
Confidential
Information
Customer
DPA
Equality Policy
Equipment
Existing
Subpostmaster
Fees
Fees Booklet
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the premises specified in the Preface from which
the Branch and the Basic Business are operated
any person on whose behalf Services and/or
Products are supplied by Post Office Ltd through
the Network
any compliance training required by Post Office
Ltd from time to time, including mail integrity, mail
segregation, financial compliance, anti-money
laundering, telecoms, data protection and other
regulatory compliance training
the conditions of appointment applicable to the
Operator set out in Appendix 3 to the Preface
any information or know-how in whatever form
relating to the business affairs, products, operating
or marketing techniques, suppliers, Customers,
Clients, or finances of Post Office Ltd which is by
its nature confidential or is marked confidential,
including Official Information and Personal Data
a customer of the Branch and/or of Post Office Ltd
the Data Protection Act 1998
Post Office Ltd's equality and accessibility policy
communicated by Post Office Ltd to the Operator
from time to time, either in the form of general
guidance or instructions to all operators (including
the Accessibility Guide), or specific guidance or
instructions notified to the Operator and in the
case of any conflict the specific guidance or
instructions will take precedence
Post Office Ltd Funded Equipment and Operator
Funded Equipment
the subpostmaster or operator who is currently
operating, or who has previously operated, the
Existing Branch
the fees payable by Post Office Ltd to the Operator
for the proper performance of Transactions in
accordance with the Agreement as set out in the
Fees Booklet
the booklet provided to the Operator by Post Office
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Fit Out Works
Group
Holding
Company
Intellectual
Property
Investment
Payment
Licensed
Materials
Manager
Manual
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Ltd setting out the Products and Services and the
applicable Fees, as revised and amended by Post
Office Ltd from time to time in accordance with Part
3 of these Standard Conditions
the Post Office Ltd Funded Works and the
Operator Funded Works as described in Appendix
1 to the Preface
in relation to a company:
(a) that company and any Subsidiary of that
company; and
(b) the ultimate Holding Company of that
company; and
(c) every other company which is a Subsidiary of
the same ultimate Holding Company,
in each case from time to time
shall have the meaning set out in section 1159 of
the Companies Act 2006
all patents, copyrights, design rights, trade marks,
goodwill, trade secrets, know-how, database
rights, moral rights and other rights in the nature of
intellectual property rights (whether registered or
unregistered) and all applications for the same,
anywhere in the world
the sums to be paid by Post Office Ltd in
accordance with clause 13 of the Preface and Part
3 of these Standard Conditions
any branding, internal and external signage and
other materials as may be specified, or provided to
the Operator, by Post Office Ltd (or provided at
Post Office Ltd’s request by its approved supplier)
and containing, depicting or bearing any Post
Office Intellectual Property
the Operator himself (where the Operator is an
individual) or (where the Operator is a company or
partnership) a shareholder, director or partner of
the Operator (who is also an Assistant) or an
Assistant appointed by the Operator to act as
manager of the Branch
the manuals and other documents referred to in
Part 5 of these Standard Conditions
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Minimum Hours
Network
New Operator
Notice to
Amend
Official
Information
Operator
Funded
Equipment
Operator
Funded Works
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the minimum hours for the operation of the Branch
specified in the Preface, including on any public or
statutory holidays on which the Basic Business is
open to the public
the network of Post Office® branches within the
United Kingdom operated or controlled by Post
Office Ltd
anyone appointed by Post Office Ltd to operate all
or part of the Branch whether at the Branch
Premises or at alternative premises following
termination of the Agreement
a written notice from Post Office Ltd to the
Operator giving not less than 3 months’ notice to
amend any of the terms of the Agreement (other
than (i) an amendment to the Fees Booklet or any
part of it, which may be made in accordance with
Part 3, (ii) an amendment to or of the Manual,
which may be made in accordance with Part 5, or
(iii) an amendment in relation to or of the non-
compete restrictions on private business activities,
which may be made in accordance with Part 6 of
these Standard Conditions)
all information and data:
(a) relating to the System and the processes,
operational procedures and rules of Post
Office Ltd;
(b) relating to Clients and/or Customers and their
transactions, including information relating to
a named individual; and/ or
(c) of a financial nature in relation to the Branch,
Post Office Ltd, its business or Royal Mail
Group or its business
the equipment which is indicated in Appendix 2 of
the Preface (as varied or amended by any Notice
to Amend) as being paid for by the Operator,
together with any other items provided by the
Operator at its discretion, and which consequently
belongs to the Operator
the works, being works to the Branch Premises to
accommodate the Post Office Local facility, which
are indicated in Appendix 1 of the Preface as
being paid for by the Operator
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Parties
Personal Data
Personnel
Post Office
Cash and Stock
Post Office Ltd
Funded
Equipment
Post Office Ltd
Funded Works
Post Office
Intellectual
Property
Preface
Products
Royal Mail
Group
Services
Staff Liabilities
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Post Office Ltd and the Operator, and Party shall
mean either of them
the personal data (as defined in the DPA) provided
by Post Office Ltd or a Customer to the Operator
or processed (as defined in the DPA) by the
Operator in connection with the Agreement
the Operator's employees, agents, contractors and
advisors (including Assistants)
cash, stocks of Products and/or any other property,
papers or documents belonging to Post Office Ltd
or its Customers or Clients
the equipment which is indicated in Appendix 2 of
the Preface (as varied or amended by any Notice
to Amend) as being paid for by Post Office Ltd,
together with any other items provided by Post
Office Ltd at its discretion, and which consequently
belong to Post Office Ltd or its supplier
the works, being works to the Branch Premises to
accommodate the Post Office Local facility, which
are indicated in Appendix 1 of the Preface as
being paid for by Post Office Ltd
all Intellectual Property in anything provided by or
on behalf of Post Office Ltd in connection with the
operation of the Branch, including the System and
the Trade Name and those Trade Marks used in
the operation of the Branch and which are referred
to in the Manual or which are otherwise notified in
writing by Post Office Ltd to the Operator
the preface that forms part of the Agreement
the products listed in the Fees Booklet referred to
in Part 3, as varied from time to time by Post Office
Ltd in accordance with that Part
the group of companies comprised of Royal Mail
Group Limited, its Holding Companies and its and
their Subsidiaries and associated undertakings
the services listed in the Fees Booklet referred to
in Part 3, as varied from time to time by Post Office
Ltd in accordance with that Part
in relation to an Assistant or other member of
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Subsidiary
System
Term
Trade Marks
Trade Name
Transaction
VAT
Valid Property
Interest
Working Day
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Personnel, any costs and/or liabilities arising out of
or in connection with his employment or the
termination of his employment including any
contractual entitlements to salary, wages or other
emoluments, any employer's national insurance
contributions, pay-as-you-earn tax deductions,
pension contributions or payments, any
reimbursement of employee expenses and any
settlements, awards, costs or penalties arising in
connection with any dispute between him (or
trades union representing him) and his employer
shall have the meaning set out in section 1159 of
the Companies Act 2006
the system of conducting and marketing the
business of Post Office Ltd in a Post Office branch
as disclosed to the Operator by Post Office Ltd in
accordance with the Agreement and the Manual
the duration of the Agreement
the registered and unregistered trade marks and
service marks which are used in connection with
Post Office Ltd’s business and any trade marks,
trade names (including the Trade Name) and
service marks that are or will be owned by Post
Office Ltd or Royal Mail Group at any time during
the operation of the Agreement
means “Post Office”
each supply of a Product or Service to a Customer
in the Branch
value added tax as provided for in the Value
Added Tax Act 1994
a valid and marketable title to the Branch Premises
or a valid tenancy of the Branch Premises giving
the Operator exclusive control of the whole of the
Branch Premises (including its access and
provision of utilities and services) on an exclusive
occupancy basis for a term of at least 12 months
from the Start Date and which is terminable on or
after such 12 months on not less than 6 months’
notice
a day other than a Saturday or Sunday or other
public or statutory holiday in England and Wales
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1.3
1.4
1.5
1.6
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PART 2 —- OPERATING A LOCAL BRANCH
The Operator and the Branch
The Operator agrees to operate the Branch on behalf of Post Office Ltd
in accordance with the terms of the Agreement (including for the
avoidance of doubt the Manual).
The Agreement is a contract for services and the Operator is an agent
and not an employee of Post Office Ltd. The Operator acknowledges that
no relationship of employer and employee exists between Post Office Ltd
and the Operator, or between Post Office Ltd and any Assistant.
The National Federation of Subpostmasters (the NFSP) is an
independent members organisation supporting operators of Post Office
branches across the UK and is solely acknowledged by Post Office Ltd
as a representative body of operators. The NFSP is the only body with
which Post Office Ltd will seek to discuss and consult on matters
affecting operators, subject to any legal, regulatory or political
obligations. Such discussions will take place within the existing and
developing relationship framework.
For clarity, the Operator is permitted to provide the Products and
Services from the Branch Premises but not from any other location
(unless otherwise agreed in advance in writing between the Parties).
The Operator shall open the Branch to Customers during at least the
Minimum Hours.
Post Office Ltd shall provide:
1.6.1 a helpline to enable the Operator to consult with Post Office Ltd
about running the Branch (details of the helpline are contained
within the Manual);
1.6.2 the Operator with stocks of Products and documentation to use
in the Branch.
Post Office Ltd has the right to enter into contracts or arrangements with
Clients for the handling of Products or the supply of Services by the
Network (including the Branch) on such terms as Post Office Ltd
considers fit. Post Office Ltd retains the discretion as to where within the
Network particular products and services are offered.
Where the Operator is a partnership, each partner shall be jointly and
severally responsible for the performance or non-performance of the
Operator’s obligations in the Agreement.
The Operator shall notify Post Office Ltd of any changes to the nature of
the Basic Business (including through the addition of any new category
of business), and Post Office Ltd may terminate the Agreement on not
less than 1 months’ notice, or immediately, if Post Office Ltd reasonably
regards such change as bringing Post Office Ltd and/or the Branch
and/or its business into disrepute.
Assistants and Training
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2.2
2.3
2.4
2.5
2.6
27
2.8
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The Operator shall ensure at all times that only Assistants have any
access to or involvement with the Branch and Post Office Ltd’s
information systems, but this shall not restrict any access by Post Office
Ltd and/or its authorised representatives to the Branch and Post Office
Ltd’s information systems.
The Operator shall comply with the Manual regarding obtaining Post
Office Ltd’s approval of prospective Assistants and shall also cooperate
fully in any ongoing periodic checks of Assistants required by Post Office
Ltd during the Term.
Where Post Office Ltd considers it necessary, it shall initially train the
first Manager and such number of Assistants as Post Office Ltd shall
determine, in the operation of the System at the Branch.
The Operator shall ensure that the first Manager cascades the training to
all other Assistants and to any replacement Manager in order to ensure
that all subsequent Managers and all other Assistants receive sufficient
initial training from properly trained Managers.
Post Office Ltd may require the Manager and/or the Assistants to
undertake further training at any reasonable location and time during the
Term if Post Office Ltd:
2.5.1 reasonably considers such training to be essential; or
2.5.2 wishes to train them in new and improved techniques which
have been devised and which the Operator will be required to
use in operating the System.
The Operator shall ensure that Managers and Assistants attend the
training provided by Post Office Ltd under clauses 2.3 and 2.5.
Any failure by the Operator to comply with its obligations pursuant to this
clause 2 shall be deemed to be a material breach of the Agreement and
any failure by the Operator to comply with clause 2.2 only shall be
deemed to be a material breach of the Agreement which cannot be
remedied.
The Operator shall be responsible for the costs of the Manager and/or
Assistants attending the training referred to in clauses 2.3 and 2.5
(including, as appropriate, salary, travel, accommodation and
subsistence), but the cost of delivering the training shall be met by Post
Office Ltd.
The Operator shall:
2.9.1 ensure that there is always a trained Manager and/or sufficient
trained and experienced Assistants to operate the Branch to
the standards required by Post Office Ltd and to meet the
demand for the Products and Services;
2.9.2 ensure that all Assistants understand that they are employees
of the Operator, not Post Office Ltd;
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2.9.3 ensure that all Assistants comply with Post Office Ltd’s
reasonable instructions regarding standards of appearance,
behaviour and skill;
2.9.4 ensure that all Managers and Assistants wear identification
badges, as supplied by Post Office Ltd, when working in the
Branch. Such identification badges shall be obtainable from
Post Office Ltd or its nominated supplier at Post Office Ltd’s
cost;
2.9.5 itself provide, and procure from all its Personnel an
undertaking, in the form specified or referred to in the Manual,
not to use or disclose to any third party any Official Information
or Personal Data which they may acquire. The Operator shall
provide all Personnel with a copy of their undertaking as a
reminder of the obligations contained in it. The Operator shall
take such steps at its own expense as Post Office Ltd may
require in order to enforce this undertaking and/or to restrain
any breach of it;
2.9.6 immediately notify Post Office Ltd of any request made to the
Operator, an Assistant or any other Personnel by any person
for information which may be confidential (including any Official
Information and/or Personal Data) or any request for
information under the Freedom of Information Act 2000 relating
to the Branch, Post Office Ltd, the Agreement or any related
matter and shall not comply with such a request until it has
obtained Post Office Ltd’s written consent to the disclosure;
2.9.7 if there is any allegation or evidence of fraud or dishonest
conduct or criminal activity on the part of the Operator, the
Manager, the Assistants, any Customers or any other person,
including any practice undertaken by the Operator (or any
Assistant) with a view to artificially inflating the Fees (as
referred to in clause 3.4 of Part 3), the Operator shall
immediately notify Post Office Ltd and co-operate fully with any
investigation which may be made by Post Office Ltd’s
Investigation Division, the police and/or any investigator
appointed by any Client;
2.9.8 properly complete, and ensure that the Assistants properly
complete, any Compliance Training required by Post Office Ltd
by the deadline(s) notified by Post Office Ltd.
2.10 Where the Operator has failed to comply with clause 2.9.8 in respect of
the completion of the Compliance Training by the relevant deadlines,
Post Office Ltd may take such steps as it considers appropriate to
ensure compliance with clause 2.9.8 by the Operator, including:
2.10.1 sending reminder letter(s) or other appropriate communications
to the Operator, and/or the Branch /outreach service;
2.10.2 making a reminder phone call to the Operator, and/or the
Branch /outreach service; and/or
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2.12
3.1
3.2
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2.10.3 after prior notice to the Operator, sending a Post Office Ltd
representative to visit the Branch /outreach service to ensure
that the training is properly completed.
Where Post Office Ltd considers it necessary, including where the
Operator has persistently failed to comply with its obligations under the
Agreement (whether in relation to the same obligation or not, and
whether or not such failures are material in nature), it will send a Post
Office Ltd representative to the Branch to deliver remedial training to the
Manager and/or its Assistants. The Operator shall ensure that the
Manager(s) and Assistants attend this training.
Post Office Ltd may require the Operator to pay Post Office Ltd’s
reasonable costs and expenses of carrying out the steps described in
clauses 2.10 and 2.11, including the costs and expenses of travel, staff
time and overnight accommodation where required. In all cases, these
costs and expenses may either be deducted from the Fees due to the
Operator under the Agreement or Post Office Ltd may invoice the
Operator for them. Invoices must be paid within 14 days of receipt.
Operational Requirements
System
The Operator shall:
3.1.1 operate the Branch in accordance with the System from the
Start Date;
3.1.2 act honestly at all times in the operation of the Branch. Any
failure by the Operator to comply with this clause 3.1.2 shall be
deemed to be a material breach of the Agreement which cannot
be remedied;
3.1.3 not do anything, whether in the operation of the Branch or
otherwise, which may bring the System or Post Office Ltd into
disrepute or which may damage the interests of Post Office Ltd
or the Network. Any failure by the Operator to comply with this
clause 3.1.3 shall be deemed to be a material breach of the
Agreement;
3.1.4 accept full responsibility for the proper running of the Branch
and the efficient provision of the Products and Services (but
where the Operator is an individual, there is no requirement for
the Operator to attend the Branch personally and where the
Operator is a partnership or a company, there will be no
requirement for the partners and directors (as appropriate) to
attend the Branch personally).
Standards and service delivery
The Operator shall:
3.2.1 maintain the highest standards in all matters connected with the
Branch and Branch Premises, including implementing and
maintaining the standards specified in the Manual;
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3.2.3
3.2.4
3.2.5
3.2.6
3.2.7
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comply with all instructions given to it by Post Office Ltd with
regard to standards and quality in the operation of the Branch;
give Post Office Ltd at least 6 weeks’ written notice of any
change to the opening hours of the Basic Business which are in
excess of the Minimum Hours;
only change the opening hours to be less than the Minimum
Hours with the prior written consent of Post Office Ltd. Post
Office Ltd's consent may be subject to such conditions as Post
Office Ltd may determine;
clearly and prominently display in the window of and elsewhere
in the Branch Premises, in the form approved (or provided) by
Post Office Ltd, up to date notices indicating the opening hours
of the Branch, the Products and Services available, the location
of the Post Office® counter and any other relevant information
required by Post Office Ltd;
ensure that Customers can pay for other goods and services at
the same time as paying for the Products and/or Services. The
Operator may treat such transactions separately but the
Customer does not need to queue again and does not need to
be dealt with by a different sales assistant;
permit Post Office Ltd to speak and/or write to Customers about
the services being provided by the Operator so as to ensure
that the standards associated with the System are being
achieved and maintained;
use only such stationery and other documentation in its
dealings with third parties in connection with the Branch as
Post Office Ltd shall provide or approve.
Limit of Operator’s Role
3.3. The Operator shall not:
3.3.1
3.3.2
3.3.3
3.3.4
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involve Post Office Ltd in any debts;
represent himself as being Post Office Ltd or a partner of Post
Office Ltd;
other than as required to provide the Products and Services,
represent himself as being an agent of Post Office Ltd or permit
any person connected with the Operator to represent the
Operator in such a way that others dealing with the Operator
may regard him as authorised to act on behalf of Post Office
Ltd or Royal Mail Group;
make any representation or submission regarding any Product
or Service and/or the Branch to HMRC or any Government
authority or body, other than as may be required by law. The
Operator shall notify Post Office Ltd in advance of any such
requirement;
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make any statements, representations or claims or give any
warranties to any Customer or prospective Customer in respect
of the Products, the Services or the System except such as
have been specifically authorised by Post Office Ltd in writing
or as provided in the Agreement.
Sale of Products and Services
3.4. The Operator shall:
3.4.1
3.4.2
3.4.3
3.4.4
3.4.5
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offer for sale or provide in the Branch all those Products and
Services that the Operator is authorised by Post Office Ltd to
sell or provide, but no more than those Products and Services
which it is authorised to sell or provide at the Branch. The
Products and Services that the Operator is authorised to sell or
provide shall be those for which a relevant icon is visible on the
Horizon system;
offer the Products and Services on behalf of the Clients at their
respective face values and/or the price prescribed by the
Horizon system (or any replacement thereof), together with any
additional specified charges or fees. The Operator’s authority is
strictly limited to the issue or sale of the Products and Services
on the terms specified by the Clients or Post Office Ltd. The
Operator has no authority in any way to vary such terms. A
breach of this clause 3.4.2 shall be deemed to be a material
breach of the Agreement which cannot be remedied;
order the Products in good time in accordance with the
timescales and guidelines provided by Post Office Ltd
(including as set out in the Manual) sufficient to meet Customer
demands for those Products from the Branch only;
not transfer or sell (either to himself or to any third party) any
Product for subsequent resale in any retail outlet belonging to
or operated by either the Operator or by any business or
company connected with the Operator or by any person on
behalf of the Operator or such a business or company. Post
Office Ltd will deduct from future payments to the Operator any
fee or remuneration paid by Post Office Ltd in respect of such
prohibited sales or transfers;
obtain supplies of the Products and other items (which the
Operator is required to use in the conduct of the Branch) from
Post Office Ltd upon Post Office Ltd’s terms of business or Post
Office Ltd’s approved supplier on the terms of business of that
approved supplier. All Products supplied by Post Office Ltd to
the Operator shall remain the property of Post Office Ltd or, as
the case may be, the Client, until dealt with by the Operator in
accordance with the Agreement, and the Operator shall, on
request, and at its own expense, return to Post Office Ltd
(and/or to any supplier or Client) all stocks of the relevant
Products in its possession. Alternatively, at Post Office Ltd's
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request, the Operator shall make the relevant Product(s)
available for collection by Post Office Ltd;
3.4.6 notify Post Office Ltd, as soon as reasonably practicable, of
any issue, event or circumstances that have, or may have an
adverse impact on the Branch and/or the provision of Products
and Services under the Agreement.
Compliance with laws
The Operator shall ensure that the Branch is operated, and the
Operator's other obligations under the Agreement are performed, in
accordance with all applicable laws and regulations. The Operator shall
not do or permit to be done anything which might involve the Operator,
Post Office Ltd or any member of the Royal Mail Group breaching any
laws or regulations.
Recording, provision of information, accounting and settling
The Operator shall:
3.6.1 record such data and information relating to the Branch as Post
Office Ltd may require;
3.6.2 at the request of Post Office Ltd, promptly provide either Post
Office Ltd or any third party with such information and data as
Post Office Ltd may reasonably require;
3.6.3 maintain an accounting system, prepare, sign and maintain
financial statements and accounts, record Transactions and
maintain all records in accordance with the provisions
contained in the Manual, in particular paragraphs 9.2 to 9.4
(inclusive);
3.6.4 provide Post Office Ltd with the information regarding the Basic
Business prescribed by the Manual, in particular paragraph
10.2;
3.6.5 permit Post Office Ltd (or its nominee) at any time during
business hours to inspect and take copies of all records
(including any accounts) relating to the Branch;
3.6.6 account for and remit to Post Office Ltd all monies collected
from Customers in connection with Transactions in accordance
with the Manual. Any cash which Post Office Ltd provides to the
Operator or which the Operator collects as a result of
Transactions does not belong to the Operator and shall be held
by the Operator (at the Operator's risk) on behalf of, and in
trust for, Post Office Ltd and the Clients. Any such cash shall
not form part of the assets of the Operator.
Security of Post Office Cash and Stock
The Operator shall:
3.7.1 comply, as a minimum, with the standard of physical and
procedural security required by Post Office Ltd in the Manual.
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The Operator shall permit Post Office Ltd to access the Branch
Premises at any time to install, at its own cost, any additional
security equipment which Post Office Ltd deems necessary;
3.7.2 comply with the Manual in respect of the preparation and
acceptance of cash;
3.7.3 not hold any cash or currency at the Branch Premises (whether
such cash or currency is a Product or otherwise) in excess of
the limits notified to the Operator by Post Office Ltd from time to
time;
3.7.4 immediately produce all Post Office Cash and Stock for
inspection whenever requested by Post Office Ltd.
Political Activities
3.8
3.9
An Operator is free to take part in any national and local political
activities subject to the following conditions:
3.8.1 he must not engage in or allow his Personnel to engage in
political activities (including wearing symbols or badges
associated with a political party or cause) whilst operating or
working in the Branch or the Basic Business, or whilst on or in
the vicinity of the Branch Premises;
3.8.2 he must not allow any other person to engage in political
activities whilst on the Branch Premises;
3.8.3 he must not exhibit any notice soliciting votes for any particular
candidate or with any party or political object either in, on or in
the vicinity of the Branch Premises or on any vehicle under the
control of Post Office Ltd or any member of the Royal Mail
Group; and no leaflet or address with a party or political object
may be placed or left by the Operator or anyone associated
with him on, in or in the vicinity of the Branch Premises.
An Operator who is an individual and who intends to stand for
Parliament must notify Post Office Ltd in writing at the earliest
opportunity.
Liability for Post Office Cash and Stock
The Operator shall be fully liable for any loss of or damage to, any Post
Office Cash and Stock (however this occurs and whether it occurs as a
result of any negligence by the Operator, its Personnel or otherwise, or
as a result of any breach of the Agreement by the Operator) except for
losses arising from the criminal act of a third party (other than
Personnel) which the Operator could not have prevented or mitigated by
following Post Office Ltd’s security procedures or by taking reasonable
care. Any deficiencies in stocks of Products and/or any resulting
shortfall in the money payable to Post Office Ltd must be made good by
the Operator without delay so that, in the case of any shortfall, Post
Office Ltd is paid the full amount when due in accordance with the
Manual.
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The Operator’s responsibility for such items shall begin from the time at
which the Post Office Cash and Stock are received by the Operator and
shall end when the Post Office Cash and Stock are given to Customers
in the proper conduct of the Branch or are returned to Post Office Ltd or,
in the case of cash or financial instruments are collected by a cash in
transit provider or are paid into a bank. Whilst the Post Office Cash and
Stock are in the Operator’s possession, it shall keep them in a place of
security.
The Operator shall retain financial responsibility (in accordance with the
Agreement) following the termination of the Agreement, and it will be
required to make good any losses (including losses arising from
Transaction corrections and stock losses) incurred during its operation
of the Branch which may subsequently come to light.
Intellectual Property Licence
Subject to the terms of the Agreement, Post Office Ltd grants to the
Operator a non-exclusive, non-transferable, revocable licence to:
5.1.1 operate the System; and
5.1.2 use the Licensed Materials,
solely for the purposes of operating the Branch and advertising it in
accordance with clauses 6 and 7 of this Part 2.
The Licensed Materials
The Operator shall:
6.1.1 only use the Licensed Materials in connection with the
operation of the Branch or provision of the Products and
Services in accordance with the Manual. Post Office Ltd may
remove or withdraw from the Operator any materials or other
things whatsoever which are not Licensed Materials or are not
being used in accordance with the Agreement or the Manual;
6.1.2 not reproduce any Licensed Materials or any Post Office
Intellectual Property, unless expressly authorised in writing by
Post Office Ltd;
6.1.3 not use any Licensed Materials in any way that is liable to
mislead the public or which would otherwise be detrimental to
or inconsistent with the good name, goodwill, reputation or
image of Post Office Ltd;
6.1.4 not use any Licensed Materials in conjunction with any other
marks or names without the prior written consent of Post Office
Ltd;
6.1.5 on request by Post Office Ltd, promptly deliver up to Post Office
Ltd or, at Post Office Ltd’s discretion, destroy, all Licensed
Materials or any specified Licensed Materials (including where
the specified Licensed Materials relate to Products or Services
that have been discontinued or where the Licensed Materials
are out of date);
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6.1.6 not seek to register as a trade mark or as a business name or
corporate name or any domain name, any mark or name the
same as or which includes or may be confused with any Post
Office Intellectual Property or any other trade mark or name
owned or used by Post Office Ltd or Royal Mail Group;
6.1.7 not make any representation or do any act which may be taken
to indicate that the Operator has any right, title or interest in or
to the ownership or use of the Post Office Intellectual Property
other than as conferred by the Agreement;
6.1.8 not challenge the validity of any Post Office Intellectual
Property or the title of Post Office Ltd or any other member of
the Royal Mail Group to the Post Office Intellectual Property;
and
6.1.9 when requested, give to Post Office Ltd all reasonable
assistance in obtaining registrations of Post Office Ltd’s rights
in any trade marks or other Intellectual Property.
The Operator shall not use the Trade Marks or the Post Office
Intellectual Property except:
6.2.1 as part of the Licensed Materials; and
6.2.2 where the Operator has obtained the specific prior written
consent of Post Office Ltd in respect of the proposed use of the
Trade Marks in the operation of the Branch (including on any
website operated by the Operator).
Post Office Ltd and Royal Mail Group or Clients are or will be the
proprietors or licensees of all the Intellectual Property used in the
operation of the Branch. All rights in the Post Office Intellectual Property
(including Customer data reasonably required for the operation of the
Branch) shall remain vested in Post Office Ltd or the relevant member of
Royal Mail Group. The Operator shall not by virtue of the Agreement
acquire any right, title or interest of any kind other than as specifically
granted in the Agreement to any of the Post Office Intellectual Property.
The Operator shall execute a written assignment of any such rights or
interest on request by Post Office Ltd, and will provide copies of such
data or other relevant materials on request.
Any accretion of goodwill derived by reason of the operation of the
Branch and/or the use of the Post Office Intellectual Property shall
accrue to Post Office Ltd whether arising at common law or otherwise. If
requested by Post Office Ltd the Operator shall immediately, irrevocably
and unconditionally assign to Post Office Ltd all such goodwill.
No warranty express or implied is given by Post Office Ltd with respect
to the Post Office Intellectual Property or its validity.
The Operator has no right to sub-licence or assign the Licensed
Materials or any Post Office Intellectual Property, without the express
prior written consent of Post Office Ltd.
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The Operator must promptly notify Post Office Ltd of any infringement,
threatened infringement, passing-off or misuse of Post Office Intellectual
Property. Post Office Ltd will conduct any claim or action and the
Operator must provide such assistance in any action Post Office Ltd may
take as Post Office Ltd reasonably requires. No other action should be
taken by the Operator.
Installation and Display of Licensed Materials
The Operator shall (as appropriate) either install in the locations
specified by Post Office Ltd, and/or prominently display in a position
visible to the public, the Licensed Materials at the Branch Premises. This
includes the display of materials bearing the Intellectual Property of
Clients.
Subject to clause 7.4 of this Part 2, the Operator shall not conduct or
carry on any advertising or promotion in relation to the Branch without
the prior written consent of Post Office Ltd, other than by the installation
and/or display of Licensed Materials at the Branch Premises in
accordance with the Agreement.
Except where an item of Licensed Materials is also specified as an item
of Post Office Ltd Funded Equipment in accordance with the Agreement,
all Licensed Materials shall be installed, displayed and maintained at the
expense of the Operator. The Operator shall be responsible for obtaining
any necessary planning, by-law or other consents in respect of the
Licensed Materials, irrespective of whether they are also Post Office Ltd
Funded Equipment.
The Operator shall participate in all promotional or marketing activities
proposed by Post Office Ltd or Clients in accordance with the
reasonable instructions of Post Office Ltd. The Operator shall remove
from display all Licensed Materials associated with such activities
immediately on request by Post Office Ltd.
The Licensed Materials and Post Office Intellectual Property must not be
used in connection with any private business, including the Basic
Business, without the express prior written consent of Post Office Ltd (to
which it may attach such conditions as it thinks fit), or in such a way as to
imply that Post Office Ltd or Royal Mail Group is in any way connected
with those activities.
Advertising
The Operator shall not use any title or carry out any advertising,
marketing or promotion of any kind (including any advertising, marketing
or promotion in newspapers, magazines, brochures or flyers, on
television, radio or the internet or using any social media) of the Basic
Business or any other business which:
8.1.1 shall be capable of being interpreted in any way as an
endorsement by Post Office Ltd, Royal Mail Group or any Client
of any element of the Basic Business or any other business; or
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8.1.2 may imply that Post Office Ltd, Royal Mail Group or any Client
is in any way connected or associated with any element of, or
involved in the management of, the Basic Business (e.g. “Post
Office Stores”) or any other business.
The Operator shall not promote or advertise in, on or around the Branch
Premises any political party or support in any manner any political
causes in such a way that the Branch, the Network or the Branch
Premises may in any way be associated with such political party or
cause.
In addition to the obligations in clauses 8.1 and 8.2, the Operator shall
not display any advertising in or around the Branch Premises which
relates to:
8.3.1 any illegal business or matter;
8.3.2 any controversial matter, an advertisement for which might
suggest that Post Office Ltd supported one side or the other;
8.3.3 any products or services of a kind offered by Post Office Ltd
and of a type referred to in clause 1.6 of Part 6 of these
Standard Conditions,
1.44 or which:
8.3.4 does not comply with the DPA, the Privacy and Electronic
Communications (EC Directive) Regulations 2003 and/or the
Advertising Standards Authority's British Code of Advertising
Practice;
8.3.5 in the reasonable opinion of Post Office Ltd, is likely to cause
offence to a substantial part of the general public or offend
ethnic, religious or other groups; or
8.3.6 in the opinion of Post Office Ltd, might bring Post Office Ltd into
disrepute.
Technology Licence
Post Office Ltd licenses to the Operator on a non-exclusive, non-
transferable, revocable basis the use of such technology, hardware,
software and data as Post Office Ltd may determine, at its sole
discretion, to be necessary (the Technology), solely for the proper
operation by the Operator of the Branch under the Agreement.
The Operator agrees not to use the Technology for any purpose other
than the operation of the Branch and strictly to adhere to all instructions
and terms and conditions relating to the Technology which are
communicated to the Operator by Post Office Ltd.
Data Protection
Terms and expressions used in this clause 10 shall have the meaning
assigned to them in the DPA unless otherwise stated.
The Operator shall at all times comply (and shall ensure that all
Personnel at all times comply) with the DPA, the Privacy and Electronic
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10.4
10.5
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Communications (EC Directive) Regulations 2003 and any other relevant
law and code of practice relating to data protection in the course of
performing its obligations under the Agreement.
The Operator acknowledges and agrees that for the purposes of the
DPA, Post Office Ltd and/or any Client is the data controller and the
Operator is the data processor of any Personal Data.
The Operator shall:
10.4.1 not collect, process or disclose Personal Data under any
circumstances except to the extent strictly necessary to perform
the Transactions, to carry out the Operator’s other obligations
under the Agreement or otherwise to comply with instructions
from Post Office Ltd;
10.4.2 promptly carry out any request from Post Office Ltd requiring
him to amend, transfer or delete or securely dispose of
Personal Data or any part of it;
10.4.3 take appropriate technical and organisational measures to
protect Personal Data against unauthorised or unlawful
processing, and against accidental loss or destruction of, or
damage to, Personal Data. These measures must ensure a
level of security appropriate to the nature of the Personal Data
and the harm which might result from any authorised or
unlawful processing, accidental loss, damage or destruction of
that Personal Data, and must as a minimum include the
measures set out in the Manual. The Operator shall provide
Post Office Ltd upon request, with details and evidence of the
measures taken by the Operator; and
10.4.4 at the request of Post Office Ltd deliver up the Personal Data or
securely destroy it (and provide confirmation of destruction).
Post Office Ltd shall remain the sole owner of the Personal Data
together with all Intellectual Property rights in the Personal Data and any
compilation of the Personal Data.
The Operator shall provide all reasonable assistance to Post Office Ltd
in connection with any civil, administrative or criminal proceedings
against Post Office Ltd resulting from a breach by the Operator or any
Personnel of the obligations under this clause 10.
The Operator shall not transfer any Personal Data to, or permit any
Personal Data to be accessed from, a location outside of the UK without
the prior written consent of Post Office Ltd.
If the Operator receives any complaint, notice or communication which
relates directly or indirectly to the processing of the Personal Data, or to
either Party’s compliance with the DPA, it shall immediately notify Post
Office Ltd in writing and shall provide Post Office Ltd with full co-
operation and assistance in relation to any such complaint, notice,
communication or required investigation, within the timescales required
by Post Office Ltd.
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10.10
10.11
10.12
10.13
10.14
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The Operator shall ensure that all of its Personnel having access to any
Personal Data:
10.9.1 are informed of and understand the confidentiality of the
Personal Data;
10.9.2 have undertaken appropriate training in the handling and
protection of personal data, including as a minimum the data
protection training specified in the Manual; and
10.9.3 are aware both of the Operator's duties and obligations and
their personal duties and obligations under the DPA and the
Agreement.
The Operator shall take all reasonable steps to ensure the reliability of
all Personnel who have access to any Personal Data.
The Operator shall maintain proper records of all training undertaken
by Personnel with regard to the DPA, and shall allow Post Office Ltd to
inspect any such records on request.
Notwithstanding references to Personnel in this clause 10, the Operator
shall not sub-contract the processing of Personal Data or allow any
third party to process Personal Data.
The Operator shall not disclose Personal Data to any Customer or to a
third party other than at the request of Post Office Ltd or to the extent
authorised by the Agreement.
The Operator shall immediately notify Post Office Ltd in writing of any
unlawful processing of any Personal Data or if any Personal Data is
disclosed or accessed in breach of the Agreement or if any Personal
Data is lost or destroyed or becomes damaged, corrupted, or unusable.
The Operator will promptly restore such Personal Data at its own
expense.
On termination of the Agreement for whatever reason, the Operator
shall immediately cease to use or process any Personal Data and shall,
at its own cost, at Post Office Ltd's sole discretion and in accordance
with Post Office Ltd’s instructions:
10.15.1 return the Personal Data to Post Office Ltd, together with all
copies of the Personal Data in its possession or control;
and/or
10.15.2 provide the Personal Data to a third party (which may
include a Client or a New Operator) as instructed by Post
Office Ltd; and/or
10.15.3 carry out a certified destruction of the Personal Data.
The Operator shall not retain (and for the avoidance of doubt will
ensure that its Personnel do not retain) any copy of any part of the
Personal Data, in any form or media, and will provide to Post Office Ltd
a certificate signed by the Operator, or a duly authorised officer of the
Operator, confirming its exacting compliance with the requirements of
this clause 10.16.
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11 Equality Act 2010 (EA) and health and safety
11.1 The Operator shall not, and shall take all reasonable steps to ensure
that Personnel shall not, breach the requirements of the EA or the
Equality Policy in respect of the Branch or the Branch Premises.
11.2 The Operator shall be solely responsible on its own behalf and on behalf
of Post Office Ltd, for ensuring that:
11.2.1. the Branch and the Branch Premises;
11.2.2 the Operator's management of the Branch Premises; and
11.2.3 the manner in which the Operator provides the Products and
Services to the public under the terms of the Agreement,
at all times comply with the requirements of the EA and the Equality
Policy and failure to comply with the EA and/or the Equality Policy will
constitute a material breach of the Agreement.
11.3 In order for the Operator to monitor its own compliance with the
requirements of the EA and the Equality Policy, and demonstrate
compliance to Post Office Ltd, the Operator shall:
11.3.1 carry out regular self-audits to assess compliance with the EA
and the Equality Policy (at its own cost); and
11.3.2. provide a copy of the latest self-audit report to Post Office Ltd
within 14 days of receiving a request from Post Office Ltd and
be prepared to discuss it with Post Office Ltd if required; and
11.3.3 in any case, if the audit report shows that the requirements of
the EA and/or the Equality Policy are not being met then the
Operator shall immediately inform Post Office Ltd in writing;
and shall comply with any instructions issued by Post Office Ltd
as a result, including ceasing to provide certain Products or
Services until compliance with its obligations under the EA and
the Equality Policy has been achieved.
11.4 The Operator shall:
11.4.1 co-operate fully with any and all monitoring and audit activities
undertaken by or on behalf of Post Office Ltd in order to assess
compliance by the Operator with the EA and the Equality
Policy;
11.4.2 _ if such monitoring or audit activity shows that the requirements
of the EA and/or the Equality Policy are not being met then the
Operator shall comply with any instructions issued by Post
Office Ltd as a result, including ceasing to provide certain
Products or Services until compliance with its obligations under
the EA and the Equality Policy has been achieved.
11.5 The Operator shall:
11.5.1 notify Post Office Ltd in writing as soon as possible if it believes
that any of the Products and Services do not comply, or that
there is a significant possibility that they do not comply, with
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any of the requirements of the EA or the Equality Policy or if it
identifies any other breach of the EA or the Equality Policy in
respect of the Branch or the Branch Premises or considers it
likely that any such breach will occur; and
11.5.2 notify Post Office Ltd in writing as soon as possible and no later
than 3 Working Days following receipt by the Operator of any
enquiry, complaint or claim regarding accessibility of the
Branch Premises or the Products or Services or the treatment
of a particular Customer or group of Customers with a protected
characteristic listed in section 4 of the EA. For the avoidance of
doubt, this includes any alleged failure of the Operator and/or
Post Office Ltd to comply with any requirement of the EA or the
Equality Policy and any complaint regarding the content or
adequacy of the Equality Policy. The Operator must provide
such assistance with the response to or defence of any such
enquiry, complaint or claim as may reasonably be required by
Post Office Ltd and Post Office Ltd shall be entitled, but not
obliged, to take over and defend any legal proceedings arising
from such a claim on behalf of the Operator.
The Operator shall be solely responsible for ensuring that:
11.6.1 the Branch Premises; and
11.6.2 the manner in which the Operator operates the Branch
(including the provision of the Products and Services to the
public under the terms of the Agreement),
at all times comply with the requirements of the Health & Safety at Work Act
12
12.1
1974 and all other health and safety legislation and any failure to comply
will constitute a material breach of the Agreement.
Confidentiality and contact with the media and public
The Operator shall keep confidential the System and the contents of the
Agreement. The Operator shall also keep confidential all Confidential
Information obtained in the course of performing its obligations under the
Agreement and shall not disclose such information to any person (except
where necessary for the purposes of the Agreement to its own
employees), but this clause 12.1 shall not extend to information which:
12.1.1 was rightfully in the possession of the Operator before the
Commencement Date and in respect of which the Operator is
not subject to any other obligation of confidentiality to Post
Office Ltd;
12.1.2 is already public knowledge or becomes so at a future date
(otherwise than as a result of a breach of this clause 12.1); or
12.1.3 is required to be disclosed by law or any governmental or
regulatory body.
The Operator shall ensure that its Personnel are aware of and comply
with this clause 12.1. Post Office Ltd shall not be liable for loss or
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12.3
12.4
12.5
12.6
12.7
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damage for disclosing any information of a confidential nature belonging
to the Operator in accordance with the Freedom of Information Act 2000.
The Operator shall not disclose information relating to postal packets
passing through the post except to the persons to whom such packets
are addressed, other than where the relevant service permits this or
where required to be disclosed by law.
The Operator shall not use any website in the operation of, or in relation
to, the Branch without Post Office Ltd’s prior written consent, such
consent not to be unreasonably withheld. Immediately following a
request from Post Office Ltd, the Operator shall remove from any
website any content which relates to Post Office Ltd, any other member
of the Royal Mail Group or the Branch and which was placed on such
website by or on behalf of the Operator.
The Operator shall help Royal Mail Group, or other postal operators
which are Clients, to ensure that all communications and items entrusted
to them reach addressees promptly and safely, and that they do not
reach those not entitled to receive them.
The Operator shall not make any unauthorised use of Official
Information. The Operator shall not, unless with the permission of Post
Office Ltd, make any document containing Official Information the
subject of legal proceedings.
Any request made to the Operator by the police, any other authority or
by any other person for Confidential Information shall be referred
immediately to Post Office Ltd using the Network Business Support
Centre helpline referred to in the Manual.
The Operator shall immediately report to Post Office Ltd any case in
which there appears to have been a breach of clauses 12.1, 12.2 and
12.4 to 12.6 (inclusive).
All Confidential Information in any format must be returned by the
Operator to Post Office Ltd on request or must be securely disposed of
in accordance with instructions issued by Post Office Ltd.
The Operator shall not use any information available to it as a result of
operating the Branch for the benefit of its private interests (including in
relation to the Basic Business or any other business of the Operator).
Post Office Ltd has a duty to safeguard its own interests and those of
any person involved in its business (including any Client) in relation to
material that is published in the media. The Public Relations department
of Post Office Ltd is primarily responsible for:
12.10.1 deciding whether Post Office Ltd should enter into public
correspondence, and
12.10.2 ensuring fair and accurate presentation of facts about Post
Office Ltd and its business,
and no other person (including the Operator and any Assistant) is
entitled to comment publicly on such matters. In particular, any untrue, ill-
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informed or reckless comment will be challenged by Post Office Ltd.
While recognising the right of any person to comment publicly on
matters of general interest, Post Office Ltd expects the Operator and any
Assistants who may wish to comment publicly upon matters affecting
Post Office Ltd to exercise this right in a responsible manner. The
Operator must ensure that when communicating with the press or
offering comment which may be published, or broadcast on radio or
television, that his comments do not go beyond the accepted bounds of
propriety and are not likely to cause embarrassment or to mislead the
public. The Operator should seek the guidance of Post Office Ltd in the
case of any doubt.
If the Operator wishes to communicate with the media he must comply
with the following:
12.11.1. under no circumstances should any information or data:
(a) relating to the processes, operational procedures and
rules of Post Office Ltd;
(b) relating to Clients and/or Customers and _ their
transactions, including information relating to a named
individual; and/ or
(c) of a financial nature in relation to the Branch, Post Office
Ltd, its business or Royal Mail Group or its business,
be disclosed. For the avoidance of doubt, this clause 12.11.1 shall not
prevent the Operator from discussing operational matters
relating to the Branch with a representative of the NFSP nor
prevent any Operator, acting in his capacity as an officer of
the NFSP, from discharging his duties, including by making
reasonable and responsible statements to the media,
provided that any such statements are in accordance with the
requirements of clauses 12.11.2 and 12.11.3;
12.11.2 any views and opinions expressed publicly by the Operator
must not bring Post Office Ltd, any Client or Customer or any
other operator of a Post Office® branch or any employees of
any such persons into disrepute; and
12.11.3. unless otherwise authorised by Post Office Ltd, the Operator
must make it clear that any comments are made in the
Operator's private capacity (which may be as an officer of the
NFSP) and are not made on behalf of Post Office Ltd or any
Client or Customer.
The Operator shall exercise particular care if offering any spontaneous
comment to the press, broadcasting reporters or interviewers.
The Operator shall not, in a manner which is damaging or hostile to Post
Office Ltd, its business, the Branch or the Clients or which is in breach of
the obligation of confidence contained in the Agreement:
12.13.1 publish any document, book, play or article;
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14
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12.13.2 broadcast or make any comment or statement on radio,
television or the internet;
12.13.3 produce or exhibit a film or photographs;
12.13.4 give a talk or lecture;
12.13.5 publish a blog or post any comment using social media; or
12.13.6 take part in a public discussion by any means.
The Operator shall not, without the prior written permission of Post Office
Ltd, write to or interview members of the public in relation to the Branch
or any other matter relating to Post Office Ltd or any Clients or
Customers other than for the purpose of correcting any error made by
the Operator in the operation of the Branch.
Reimbursement
The Operator shall reimburse Post Office Ltd in full on demand for all
losses, claims, demands, proceedings, liabilities, costs and expenses
(including reasonable legal costs and expenses) incurred by Post Office
Ltd as a result of:
13.1.1. any negligence or breach of the Agreement by the Operator or
its Personnel;
13.1.2 any misuse or infringement of any Intellectual Property of any
third party by the Operator or its Personnel; and/or
13.1.3. any claim brought under the EA and/or its regulations in
respect of the Branch.
Insurance
In relation to the operation of the Branch and the Basic Business, the
Operator shall take out and maintain, at its own expense, insurance with
a reputable insurance company in relation to the risks and liabilities of
operating the Branch and the Basic Business. Such insurance will cover
as a minimum and for an appropriate amount:
14.1.1 all risks which the Operator is obliged by law to insure against
in order to operate the Branch and the Basic Business,
including employer’s liability insurance;
14.1.2 liability in respect of claims brought by Customers and third
parties (including third party contractors, third party suppliers
and visitors to the Branch Premises) including public liability
insurance; and
14.1.3 damage to or destruction of the Branch Premises or the fixtures
and fittings at the Branch Premises.
Where requested, the Operator shall provide Post Office Ltd, on
demand, with such policy or policies taken out in accordance with clause
14.1 above together with such evidence that the then current premiums
have been paid.
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14.4
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15.2
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Post Office Ltd shall bear no responsibility for insuring any of the
Operator’s obligations and liabilities under the Agreement, or for insuring
the Branch, the Branch Premises or the Equipment and shall not make
any financial contributions towards the payment of any insurance
premiums.
Post Office Ltd requires the Operator to consider taking out insurance to
cover the death, injury or illness of any key Personnel in the Branch.
Suspension
Post Office Ltd may suspend the Operator from operating the Branch
(and/or, acting reasonably, require the Operator to suspend all or any of
its Assistants engaged in the Branch from working in the Branch), where
Post Office Ltd considers this to be necessary in the interests of Post
Office Ltd as a result of:
15.1.1 the Operator and/or any Assistant being arrested, charged or
investigated by the police or Post Office Ltd in connection with
any offence or alleged offence;
15.1.2 civil proceedings being brought against the Operator and/or
any Assistant; or
15.1.3 there being grounds to suspect that the Operator is insolvent,
to suspect that the Operator has committed any material or
persistent breach of the Agreement, or to suspect any
irregularities or misconduct in the operation of the Branch, the
Basic Business or any other Post Office® branches with which
the Operator and/or any Assistant is connected (including any
financial irregularities or misconduct).
During the period of any suspension, whether under clause 15.1 or
otherwise, Post Office Ltd may
15.2.1 suspend payment of all sums due to the Operator under the
Agreement;
15.2.2 with the agreement of the Operator appoint a temporary
substitute for the Operator to operate the Branch from the
Branch Premises, in which case any Fees in relation to
Transactions carried out at the Branch will be paid by Post
Office Ltd direct to such temporary substitute; and
15.2.3 to the extent such costs have been agreed with the Operator,
deduct its costs incurred in appointing a temporary substitute
together with any other costs and expenses incurred by Post
Office Ltd as a result of the suspension from any payments due
to the Operator under the Agreement.
Post Office Ltd shall initially meet the cost of appointing the temporary
substitute but shall be entitled to recoup some or all of such cost from
the Operator in accordance with clause 15.2.3 or otherwise. Following
the end of the period of suspension, Post Office Ltd may, in its discretion
taking into account the relevant circumstances, agree to pay to the
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Operator all or part of such sums as have been suspended in
accordance with clause 15.2.1.
15.3 Following the Operator's suspension, whether under clause 15.1 or
otherwise, the Operator shall at its own cost and expense promptly take
all reasonable steps to enable Post Office Ltd to maintain access for
Customers during the period of suspension to Products and Services.
16 Termination
16.1 Following the Commencement Date the Agreement will continue until:
16.1.1 either Party gives to the other not less than 6 months’ written
notice (unless otherwise agreed between the Parties in writing),
which cannot be given so as to expire before the first
anniversary of the Start Date; or
16.1.2 it is terminated at any time in accordance with its terms.
16.2 In addition to any other rights of termination contained in other Parts,
Post Office Ltd may terminate the Agreement immediately on giving
written notice to the Operator if the Operator:
16.2.1 commits any material breach of the provisions of the
Agreement or any other contract or arrangement between the
Parties and fails to remedy the breach (if capable of remedy)
within 14 days of a written notice from Post Office Ltd
specifying the breach and requiring the same to be remedied.
Any references in these Standard Conditions to a breach of a
particular obligation by the Operator being deemed to be
material and/or irremediable are not intended to be exhaustive
and shall not prevent Post Office Ltd from exercising its rights
under this clause in respect of any other breach of the
Agreement which is material and/or irremediable;
16.2.2 fails to provide the Products or Services to the standards
required by Post Office Ltd as set out in the Manual and fails to
remedy the failure (if capable of remedy) within 14 days of a
written notice from Post Office Ltd specifying the failure and
requiring the same to be remedied;
16.2.3 ceases to operate the Basic Business;
16.2.4 prior to entering into the Agreement, provided Post Office Ltd
with any false or misleading information or omits any material
fact;
16.2.5 is a company and the Operator: becomes insolvent, enters into
liquidation, whether compulsorily or voluntarily, otherwise than
for the purpose of amalgamation or reconstruction or if an
administration order is made in respect of the Operator;
16.2.6 is asingle director company and the director: dies; or by reason
of illness or incapacity (whether mental or physical), becomes
incapable of managing the Operator’s affairs or becomes a
patient under any mental health legislation;
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16.4
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16.2.7 is an individual and the Operator: becomes the subject of a
bankruptcy petition or order; dies; or by reason of illness or
incapacity (whether mental or physical), becomes incapable of
managing his own affairs or becomes a patient under any
mental health legislation;
16.2.8 is a partnership and the partnership is dissolved;
16.2.9 makes any arrangement or composition with its creditors or
shall have a receiver (including an administrative receiver) or
administrator appointed over all or any part of its assets or if
the Operator takes any similar action in consequence of debt;
16.2.10 has failed to acquire or enter into a Valid Property Interest prior
to taking up occupation of the Branch Premises;
16.2.11 changes the use of the Branch Premises in contravention of the
terms of the Valid Property Interest;
16.2.12 commits any other breach of the terms of, or the requirement to
have, a Valid Property Interest and/or commits any breach of
the Operator's interest in the Branch Premises being a breach
of any tenancy lease or freehold interest which could give rise
to the termination of that interest or which could render the
Operator unable to comply with all the terms of the Agreement;
16.2.13 _ itself, or the Manager or a director of the Operator, is charged
with any criminal offence (other than a Road Traffic Offence not
involving imprisonment);
16.2.14 challenges the validity of any of the Post Office Intellectual
Property or the title of Post Office Ltd or Royal Mail Group to
the Post Office Intellectual Property;
16.2.15 fails to properly account for any money due to, or stock of, Post
Office Ltd or the Clients; or
16.2.16 fails to pay any sum due to Post Office Ltd under the
Agreement by the due date.
If any Manager or Assistant does not at all times attain a standard
acceptable to Post Office Ltd, and the Operator is unable or refuses to
provide a substitute Manager or Assistant who does meet the standard,
Post Office Ltd shall have the right upon notice in writing to the Operator
to immediately terminate the Agreement.
If the Operator has come under the control of a person unacceptable to
Post Office Ltd, Post Office Ltd may terminate the Agreement on such
notice as it deems appropriate within 3 months of becoming aware of
such change in control. For these purposes control means the ability to
require, directly or indirectly, compliance in another person whether by
the exercise of voting rights, contractual rights or otherwise.
The Operator shall promptly notify Post Office Ltd in writing of any
circumstances which would give Post Office Ltd a right to suspend or
terminate the Agreement.
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17.2
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Consequences of Termination
If notice to terminate the Agreement is provided by Post Office Ltd in
accordance with clause 16.2, the Operator shall, if Post Office Ltd and
the Operator agree in writing, continue to operate the Branch on behalf
of Post Office Ltd for a period of up to three months, commencing on the
date agreed between the Parties. The terms of the Agreement shall
continue to apply during such period and, for the avoidance of doubt,
Post Office Ltd shall continue to pay the Fees and any other amount
which may be due in respect of the operation of the Branch.
As soon as possible following the date on which any notice to terminate
the Agreement is given by either Party and until 6 months following the
date of termination (or such other period as Post Office Ltd shall
specify), the Operator shall prominently display at the location and in the
form specified by Post Office Ltd a notice showing the address of the
closest Post Office® outlets.
If the Operator stops operating the Branch in breach of the Agreement,
the Operator shall (without prejudice to any other rights or remedies
which Post Office Ltd may have under the Agreement or otherwise)
reimburse Post Office Ltd in full on demand for any costs, liabilities,
losses, claims, damages and expenses incurred by Post Office Ltd as a
result of such breach, which may include any costs incurred in the
appointment of an alternative operator to provide continuity of service to
Customers in the area.
Immediately upon the termination of the Agreement, the Operator shall,
subject to any agreement between Post Office Ltd and the Operator
pursuant to clause 17.1:
17.4.1 stop operating the Branch;
17.4.2 stop using Post Office Intellectual Property and any signs and
other display or advertising matter (including Licensed
Materials) indicative of Post Office Ltd or of any association
with Post Office Ltd and deliver up the Licensed Materials to
Post Office Ltd;
17.4.3 atits own expense, deliver up to Post Office Ltd (and/or at Post
Office Ltd’s request, to any New Operator, Post Office Ltd’s
supplier or Client):
(a) all money due to or held in trust for Post Office Ltd and/or
its Clients; and
(b) all stocks of the Products; and
17.4.4 all such other property of Post Office Ltd as is in the Operator's
possession (including, unless otherwise specified in writing by
Post Office Ltd, all Post Office Ltd Funded Equipment and the
Manual), free of any cost or charge to Post Office Ltd , together
with any other items of Equipment marked in Appendix 2 of the
Preface as being required to be returned to Post Office Ltd at
the end of the Agreement. The Operator will be deemed to
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have transferred ownership of all such items to Post Office Ltd
on the date of termination of the Agreement in consideration of
the payment by Post Office Ltd of £1.00;
17.4.5 where requested by Post Office Ltd, and at the Parties’ equally
shared expense, join with Post Office Ltd in cancelling any
permitted user of Post Office Intellectual Property. If the
Operator fails to do this, Post Office Ltd is irrevocably
appointed the agent of the Operator with full authority to give
such notice to the Registrar of Trade Marks on behalf of the
Operator;
17.4.6 atits own expense, make changes to signs and other display or
advertising matter, at the Branch Premises as Post Office Ltd
shall reasonably direct to ensure that the Branch Premises no
longer indicates any connection with Post Office Ltd, the
Products or Services or the Network. If within 14 days of such
direction the Operator fails to make any such change then Post
Office Ltd may enter into the Branch Premises (without
incurring any liability to the Operator) and without the consent
of the Operator, make any such change at the expense of the
Operator. The Operator shall pay such expenses to Post Office
Ltd on demand; and
17.4.7 pay to Post Office Ltd all sums of money owed by the Operator
to Post Office Ltd.
17.5 Post Office Ltd shall make safe any physical damage to the Branch
Premises caused by Post Office Ltd’s exercise of its rights under this
clause 17, in particular in relation to the removal of any branding,
signage and Equipment. However, the Operator shall be responsible for
the costs which Post Office Ltd incurs in so doing where the Agreement
has been terminated by the Operator on 6 months’ notice in accordance
with clause 16.1 of this Part 2 or by Post Office Ltd in accordance with
clause 16.2 of this Part 2.
17.6 On the termination of the Agreement, the Operator shall reimburse Post
Office Ltd (or, as appropriate, any New Operator) on demand in relation
to any:
17.6.1 Staff Liabilities incurred by Post Office Ltd (or, as appropriate,
any New Operator) and resulting from or connected with the
employment or engagement of any Personnel on or before the
termination of the Agreement;
17.6.2 reasonable costs incurred by Post Office Ltd (or, as
appropriate, any New Operator) in making redundant any
Assistants whose contracts of employment transfer to Post
Office Ltd (or, as appropriate, any New Operator) by reason of
the Transfer of Undertakings (Protection of Employment)
Regulations 2006.
17.7 The Operator shall not during any notice period to terminate the
Agreement, except with the prior written consent of Post Office Ltd:
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17.9
17.10
17.11
18
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17.7.1 alter in any material respect the terms and conditions of
employment of any of the Assistants engaged wholly or mainly
at that time in the operation of the Branch (the Relevant
Assistants) (including any increase in salary, wages or other
emoluments (whether pursuant to a general review or
otherwise) where the effect of such increase would be to
increase the annual salary, wages or other emoluments of any
Relevant Assistants to an annual level above the market rate
paid to such personnel across the industry);
17.7.2 assign any member of the Operator’s staff (not already
engaged in operating the Branch as an Assistant) to the
operation of the Branch; or
17.7.3. engage new employees as Relevant Assistants except to
directly replace Relevant Assistants who have left the
Operator's employment.
The Operator agrees that that during any notice period to terminate the
Agreement it shall, subject to any applicable data protection legislation
and any other applicable laws, on Post Office Ltd’s reasonable written
request, provide to Post Office Ltd, or at Post Office Ltd’s direction, a
New Operator, within 2 weeks from the date such request, full written
details of the identity and terms and conditions of employment of the
Relevant Assistants (and any other person who is subsequently
assigned to or engaged in the operation of the Branch).
The Operator shall co-operate (and use all reasonable endeavours to
procure co-operation from its Personnel) in the orderly transfer of
employment of any Personnel whose contracts of employment transfer to
any new employer by virtue of the Transfer of Undertakings (Protection
of Employment) Regulations 2006.
The termination of the Agreement will not affect the coming into force or
the continuation in force of any of its provisions which expressly or by
implication are intended to come into force or continue in force on or
after the termination.
The Operator acknowledges that he shall not be entitled to receive any
compensation or other sums in the event of the termination or
suspension of the Agreement.
Bribery Act 2010
Post Office Ltd requires all operators to be aware of their responsibilities
under any applicable anti-bribery and anti-corruption legislation. The
Operator shall, and shall procure that any associated person shall:
18.1.1. comply with all applicable laws and regulations relating to anti-
bribery and anti-corruption including the Bribery Act 2010 and
any codes of practice or policies issued by Post Office Ltd to
the Operator from time to time during the Term;
18.1.2 not do anything which would constitute an offence under the
Bribery Act 2010 if it had been done in the UK;
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18.3
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19.1
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20.1
20.2
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18.1.3. promptly report to Post Office Ltd any breach, or suspected
breach of this clause, and any request or demand for any
undue financial or other advantage of any kind received by the
Operator in connection with the performance of the Agreement.
Any breach of this clause 18 by the Operator shall be deemed a material
breach of the Agreement which cannot be remedied for the purposes of
clause 16.2.1.
For the purpose of this clause, the meaning of associate persons and
adequate procedures shall be determined in accordance with the Bribery
Act 2010 (and any guidance issued under that Act) and associated
persons shall include any Assistant or Personnel.
No transfer of the Agreement
The Operator shall not transfer, assign, charge, sub-contract or
otherwise deal with the Agreement in any way. On termination of the
Agreement, the appointment of any New Operator shall be entirely at the
discretion of Post Office Ltd. Post Office Ltd may, but shall not be
obliged to, consider any application for the operation of a Post Office
branch at the Branch Premises made by a genuine prospective
purchaser of the Basic Business and the property interest at the Branch
Premises, but any such prospective purchaser shall not be given
preferential treatment in the application or appointment process.
Entire agreement and Notices to Amend
The Agreement constitutes the entire agreement between the Parties
with respect to its subject matter. No representations or agreements, oral
or otherwise, between the Parties not included within the Agreement
shall be of any force or effect.
In addition to any other rights in the Agreement, Post Office Ltd may
amend the terms of the Agreement at any time providing it has given a
Notice to Amend to the Operator. Notwithstanding the foregoing, Post
Office Ltd reserves the right to amend the Agreement on a shorter period
of notice to the Operator if such amendment is being made to comply
with any statutory or regulatory requirement, and shorter notice is
necessary to comply with that requirement. The Operator may,
notwithstanding clause 16.1 of this Part 2, terminate the Agreement by
giving 3 months’ written notice to Post Office Ltd within 1 month of
receipt of a Notice to Amend
Notices
Unless otherwise specified in the Agreement, any notice to be given in
respect of the Agreement shall be in writing and may be delivered
personally by hand or posted by pre-paid special delivery post
addressed to Post Office Ltd or the Operator as appropriate at:
21.1.1 in the case of Post Office Ltd, Contracts Admin Team, Post
Office Ltd, Upper Floor, 6-16 The Markets Post Office, New
York Street, Leeds, LS2 7DZ;
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22.1
23
23.1
23.2
23.3
23.4
23.5
23.6
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21.1.2 in the case of the Operator, the address for the Operator
specified in the Preface,
1.1.2 or such other address as the relevant Party may have notified
to the other in writing.
Choice of Law and Jurisdiction
The Agreement shall be governed and construed according to the law of
England and the Parties agree to submit to the exclusive jurisdiction of
the English Courts.
Miscellaneous
If any provision of the Agreement is invalid, illegal or incapable of being
enforced by reason of any rule of law or public policy, that provision shall
be severed; all other provisions of the Agreement shall remain in full
force and effect.
No failure or delay by Post Office Ltd in requiring performance by the
Operator of any provision of the Agreement shall in any way affect the
right of Post Office Ltd to enforce such provision. The waiver by Post
Office Ltd of any breach of any term of the Agreement shall not be taken
or held to be a waiver of any further breach of the same or any other
term.
The rights and remedies provided by the Agreement are cumulative and
(except as otherwise provided in the Agreement) are not exclusive of any
rights or remedies provided by law.
If there is any inconsistency between the Conditions of Appointment, the
Standard Conditions and the Manual (in its current form as at the date of
the Agreement), then the following order of precedence shall apply:
23.4.1 the Conditions of Appointment;
23.4.2 the Standard Conditions; and
23.4.3 the Manual.
If there is any inconsistency between:
23.5.1 the Agreement; and
23.5.2 any amendment to the Manual after the Commencement Date,
then such amendment shall prevail.
Where in the Agreement there is reference to any matter to be specified
by Post Office Ltd, notice of such specified requirements may be
communicated by way of amendment or addition to the Manual. In any
event, such notice shall be in writing but may be sent or published using
electronic means.
If any one or more of the terms of the Agreement is held to be invalid or
unenforceable by a Court of competent jurisdiction but would be valid if
part of the wording was deleted then the term(s) shall apply with the
minimum modifications necessary to make them valid and effective. It is
intended and understood by the Parties that any invalidity or
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unenforceability will not affect the application of the remaining
obligations in the Agreement.
24 Interpretation
24.1 In the Agreement unless the context requires otherwise:
24.1.1. words denoting the singular include the plural and vice versa
and words denoting any gender include every gender;
24.1.2 references to a person include any corporate or
unincorporated body;
24.1.3 the headings in the Agreement do not affect its interpretation;
24.1.4 the terms including, include, in particular or any similar
expression shall be construed as illustrative and not limiting;
24.1.5 unless otherwise specified, a reference to a statutory provision
is a reference to that provision as amended, consolidated,
extended or re-enacted from time to time (whether before or
after the date of the Agreement) and to any subordinate
legislation made under it.
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1.3
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PART 3 -FINANCIAL DETAILS.
Investment Payment
The Operator shall be responsible for the cost of the Operator Funded Works and the
Operator Funded Equipment and for ensuring that they are carried out or obtained in
accordance with the Agreement.
Post Office Ltd shall be responsible for the cost of the Post Office Ltd Funded Works and
the Post Office Ltd Funded Equipment, in accordance with, and subject to, the process
outlined in this clause 1.
The responsibility for ensuring that each element of Post Office Ltd Funded Works is
carried out in accordance with the Agreement shall be either Post Office Ltd's or the
Operator's, as indicated in Appendix 1 to the Preface.
Where the Operator is responsible for ensuring that any Post Office Ltd Funded Works
are carried out, the Operator shall
1.4.1 obtain a quote from at least one contractor in accordance with the instructions
and format prescribed by Post Office Ltd, for each part of the Post Office Ltd
Funded Works that the Operator is required to arrange. Each quote must
include a detailed breakdown of the proposed works. The Operator shall submit
the quotes to Post Office Ltd for review and approval. Where required by Post
Office Ltd the Operator shall obtain quotes only from contractors that have
been approved by Post Office Ltd;
1.4.2 in addition to any obligations in relation to the start of the Fit Out Works in the
Preface, not commence those Post Office Ltd Funded Works which the
Operator is responsible for arranging until it has received approval of the
relevant quotes and/or confirmation of the amount which Post Office Ltd is
willing to spend on such works, in writing from Post Office Ltd. For the
avoidance of doubt:
(a) Post Office Ltd's approval of a quote is not an approval of the relevant
contractor or its work;
(b) where Post Office Ltd confirms an amount which it is willing to spend on
the Post Office Ltd Funded Works which is less than the amounts referred
to in the quotes, Post Office Ltd shall not be liable to the Operator for any
cost above that confirmed amount in respect of the works. Such excess
costs shall be borne solely by the Operator unless the Operator can
obtain a further, lower quote which is approved by Post Office Ltd and
which is within the amount approved by Post Office Ltd;
(c) irrespective of any approval of a quote, or of an amount, by Post Office
Ltd for the Post Office Ltd Funded Works, it shall not be obliged to pay
any sum in excess of the Investment Payment; and
(d) the Operator shall only engage a contractor in relation to whom it has
provided a quote to Post Office Ltd in accordance with clause 1.4.1;
1.4.3 having received confirmation or approval in accordance with clause 1.4.2, enter
into contracts with the relevant contractors for the supply of those Post Office
Ltd Funded Works which the Operator is responsible for arranging;
1.4.4 ensure that the Post Office Ltd Funded Works which the Operator is
responsible for arranging are completed with reasonable care and skill by
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reputable, competent contractors which hold all necessary qualifications,
registrations, accreditations and certificates in order to be able to carry out the
Fit Out Works, and which have in place insurance that, as a minimum, covers
all risks which the contractor is obliged by law to insure against. If requested by
Post Office Ltd the Operator shall provide reasonable evidence of any such
qualifications etc. and insurances to Post Office Ltd;
1.4.5 notwithstanding any other provision of the Agreement or Appendix 1 to the
Preface, at Post Office Ltd’s request, the Operator shall engage Post Office
Ltd’s preferred contractors to undertake that part of the Post Office Ltd Funded
Works (if any) which the Operator is responsible for arranging; and
1.46 subject to clause 1.5 of this Part 3, pay the relevant contractors directly for their
work.
1.5 Subject to clause 1.6 of this Part 3, Post Office Ltd shall reimburse the Operator for the
costs actually incurred by the Operator in respect of the Post Office Ltd Funded Works
which the Operator is responsible for arranging provided that:
1.5.1 at the time of seeking reimbursement, the Operator must provide Post Office
Ltd with a valid VAT invoice from each of the Operator’s contractors, identifying
a breakdown of work, together with evidence acceptable to Post Office Ltd that
the Operator has paid such invoices;
1.5.2 if the aggregated invoiced costs of any Post Office Ltd Funded Works arranged
by the Operator are in excess of the total quote(s) or amount(s) approved by
Post Office Ltd for those Post Office Ltd Funded Works, the Operator shall be
solely responsible for the amount of the excess cost;
1.5.3 Post Office Ltd is satisfied that the Fit Out Works have been carried out to the
required standard, in accordance with the relevant specification and completed
on time and the Operator shall allow Post Office Ltd or its agents access to the
Branch Premises to enable it to make an inspection for this purpose;
1.5.4 Post Office Ltd shall only be obliged to fund the Post Office Ltd Funded Works
(including any Post Office Ltd Funded Works arranged by Post Office Ltd) in
accordance with the process outlined in this clause 1 up to the amount of the
Investment Payment. If the total costs of the Post Office Ltd Funded Works are
more than the Investment Payment, the Operator shall be responsible for any
excess cost. Where Post Office Ltd incurs the excess cost, Post Office Ltd shall
invoice the Operator for such excess cost and the Operator shall reimburse
Post Office Ltd within 7 days of the date of such invoice; and
1.5.5 if the actual final cost of the Post Office Ltd Funded Works (as determined by
Post Office Ltd on production by the Operator where required of all relevant
documents, including receipts, invoices etc.) is less than the total of the
amount(s) approved by Post Office Ltd for the Post Office Ltd Funded Works to
be arranged by the Operator, and the amount allocated for the Post Office Ltd
Funded Works carried out by Post Office Ltd's contractors, the amount of the
cost saving shall be deducted from the Investment Payment due from Post
Office Ltd.
1.6 If the cost of the Post Office Ltd Funded Works arranged by Post Office Ltd is higher
than initially estimated by Post Office Ltd because of unforeseen circumstances (for
example, if asbestos is found at the Branch Premises), or any additional works are
required, Post Office Ltd will notify the Operator. The Parties shall discuss any such
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additional anticipated costs and endeavour to agree if these should be incurred, and
which of the Parties shall be responsible for meeting the costs. For the avoidance of
doubt, Post Office Ltd shall not in any circumstances be liable for the cost of any Post
Office Ltd Funded Works or additional works (whether arranged by Post Office Ltd or the
Operator) in excess of the amount in clause 12 of the Preface, unless otherwise
expressly agreed in writing by Post Office Ltd.
Reimbursement of Set Up Costs
If the Agreement is terminated within 18 months of the Start Date, then unless:
2.1.1 the termination of the Agreement was by Post Office Ltd in accordance with
clause 16.1.1; or
2.1.2 a New Operator is appointed by Post Office Ltd at the Branch Premises,
the Operator shall, if required by Post Office Ltd, on demand, pay to Post Office Ltd a proportion
2.2
2.3
3.2
3.3
of the Set Up Costs incurred by Post Office Ltd in respect of the Agreement.
For the purposes of this clause 2, Set Up Costs means the costs incurred by Post Office
Ltd in relation to the Post Office Ltd Funded Works and any other costs incurred by Post
Office Ltd in respect of the Operator, the Branch and the Branch Premises pursuant to
the Agreement prior to the Start Date.
The amount to be paid under clause 2.1 shall be calculated by pro-rating the total Set Up
Costs in the same proportion as the number of days from the date of termination to the
date falling 18 months after the Start Date bears to the full 18 month period, but in any
event the pro-rated amount to be paid by the Operator shall not be more than £8,000.
Post Office Ltd will notify the Operator in writing of the pro-rated amount owed and
provide a breakdown of the relevant Set Up Costs.
Fees Booklet
The Fees Booklet (and the Products, Services and Fees referred to in it) may be varied
by Post Office Ltd at any time by an amendment or addition to the Fees Booklet or
otherwise by written notification by Post Office Ltd to the Operator. Any such amendment
or addition to the Fees Booklet shall take effect on the date set out in the notification to
the Operator, and it is acknowledged that any such change may take effect immediately.
The Operator acknowledges that it shall not be entitled to receive any compensation or
other sums in the event of any variation to the Fees Booklet (and the Products, Services
and Fees referred to in it).
Those Products and Services listed in the Fees Booklet and marked with an asterisk (*)
(Direct Sale Products and Services) are those in respect of which either:
3.3.1 sales cannot be concluded in the Branch by the Operator and/or its Assistants
but can only be concluded as a result of Customers subsequently contacting
internet websites or call centres operated on behalf of Post Office Ltd; or
3.3.2 (where Post Office Ltd has specified this to the Operator in writing in respect of
any Direct Sale Product or Service), sales can be concluded both in the Branch
and as a result of Customers subsequently contacting internet websites or call
centres operated on behalf of Post Office Ltd.
In relation to Direct Sale Products and Services, the references in the Fees Booklet to
“per Transaction”, “per policy”, “per bond”, “per £1 sales”, “per loan” etc. are references
to the actual conclusion of the sale of the relevant Direct Sale Product or Service,
whether through such websites or call centres or (where Post Office Ltd has specified in
accordance with clause 3.3.2 of this Part 3) in the Branch, and do not refer merely to any
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3.5
3.6
3.7
3.8
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introduction of Customers to the Direct Sale Product or Service made by the Operator or
its Assistants in the Branch.
Provided that the Operator complies with the Agreement, Post Office Ltd will pay the
Operator the Fees as follows:
3.4.1 the Fees payable in respect of each Transaction (or series of Transactions) of
Direct Sale Products and Services which is attributable to an introduction made
by the Operator or its Assistants, shall be paid no later than 3 calendar months
following the date on which the sale of the Direct Sale Product or Service is
concluded;
3.4.2 the Fees payable in respect of each Transaction (or series of Transactions) of
all Products and Services conducted using a Horizon, paystation™ or other
terminal shall be paid by the end of the calendar month following the
Accounting Period in which the relevant Transaction (or series of Transactions)
took place.
1.1.3 For the avoidance of doubt, and without prejudice to any provision in the Fees
Booklet, Post Office Ltd shall not pay any Fees to the Operator in respect of any
Transaction which Post Office Ltd reasonably believes to have been undertaken by the
Operator (or any Assistant) with a view to artificially inflating the Fees (and where such
Fees have already been paid by Post Office Ltd, Post Office Ltd shall be entitled to
deduct an equivalent amount from any future payment due to the Operator).
The amount of Fees payable for the first and second Accounting Periods (calculated with
effect from the Accounting Period within which the Start Date falls) shall be the First
Fees Payments specified in the Preface and thereafter a variable monthly payment,
calculated on a “per Transaction” basis in accordance with clauses 3.4.1 to 3.4.2 of this
Part 3 and in accordance with the Fees Booklet.
The Operator shall not be entitled to receive Fees after the date of termination of the
Agreement for Transactions carried out during the last one (1) Accounting Period of the
Term. The Operator acknowledges that this is reasonable in view of the First Fees
Payment(s) made by Post Office Ltd to the Operator under clause 3.5 of this Part 3. The
Operator may receive Fees in the last calendar month during the Term for Transactions
carried out in preceding Accounting Periods.
If the Operator is not registered for VAT on the Commencement Date and is
subsequently required to register for VAT he shall do so and shall notify Post Office Ltd
of the registration in a timely manner. If the Operator fails to register for VAT when
required to do so or fails to promptly notify Post Office Ltd of his VAT registration, the
Operator, and not Post Office Ltd, shall be responsible for the value of any claim from
HMRC for VAT on the payments made to the Operator under the Agreement and the
Operator shall reimburse Post Office Ltd on demand and in full in respect of any such
claim.
The Fees are exclusive of any VAT (which shall be payable by Post Office Ltd in addition
where applicable).
Post Office Ltd and the Operator agree that a self-billing arrangement will operate in
respect of the Fees due under the Agreement. Therefore the Parties agree that:
3.9.1 Post Office Ltd will issue self-billing invoices showing the Operator’s name,
address and VAT registration number (where applicable), together with all
other details which constitute a full VAT invoice, for the Fees due to the
Operator;
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3.9.2 the Operator will accept each self-billing invoice raised by Post Office Ltd and
agrees not to raise VAT invoices for Fees due to it under the Agreement;
3.9.3 the Operator shall promptly notify Post Office Ltd if it becomes aware of any
error in the amount of VAT (if any) shown on any self-billing invoice produced
by Post Office Ltd;
3.9.4 the self-billing arrangement will continue until the termination of the Agreement;
3.9.5 Post Office Ltd will inform the Operator if the issue of self-billing invoices is to
be outsourced to a third party;
3.9.6 the Operator will provide Post Office Ltd with its VAT registration number and
will notify Post Office Ltd immediately if it changes its bank details, becomes
VAT registered, changes its VAT registration number, ceases to be VAT
registered, or sells the Basic Business or part of the Basic Business;
3.9.7 the Operator is responsible for accounting to HMRC for the output VAT (if
applicable) shown on each self-billing invoice produced by Post Office Ltd.
Training costs
The cost of the initial training referred to in clauses 2.3 and 2.5 of Part 2 shall be met by
Post Office Ltd in accordance with those clauses. The cost of all other training provided
by or on behalf of Post Office Ltd in respect of the Branch shall be met by the Operator.
Such cost shall be as notified to the Operator at the time and shall be payable by the
Operator to Post Office Ltd within 7 days of receipt of an invoice.
Recovery of Investment Payment and of sums due
In this clause 5.1, Purpose shall mean paying suppliers for the Post Office Ltd Funded
Works and/or the Post Office Ltd Funded Equipment. If the Investment Payment paid by
Post Office Ltd to the Operator has not been wholly used by the Operator for the
Purpose, Post Office Ltd may reclaim (pursuant to clause 5.2 of this Part 3 or otherwise)
all or such part of the Investment Payment paid by Post Office Ltd which Post Office Ltd
determines has not been properly used by the Operator for the Purpose.
If the Operator at any time owes any money to Post Office Ltd under the Agreement or
any other contract or agreement, Post Office Ltd may deduct such money from any
amount due to the Operator under the Agreement or any other contract or agreement
between Post Office Ltd and the Operator, including from the Fees and/or the Investment
Payment.
PART 4 - EQUIPMENT FOR A LOCAL BRANCH
Post Office Ltd will loan to the Operator the Post Office Ltd Funded Equipment for the
Term for use in the Branch, subject to the Operator complying with its obligations in this
Part 4.
The responsibility of each of the Parties for procuring and maintaining each item of
Equipment is summarised in Appendix 2 to the Preface. All Post Office Ltd Funded
Equipment shall be returned to or delivered to Post Office Ltd or at its direction to a New
Operator or Post Office Ltd’s supplier on the termination of the Agreement (subject to
any written notice from Post Office Ltd to the contrary).
Post Office Ltd may from time to time after the Commencement Date add or remove
items of Equipment for use in the Branch in Appendix 2 of the Preface by issuing a
Notice to Amend but the obligations to maintain and/or repair any item of Equipment in
Appendix 2 as at the Commencement Date shall not be varied. Post Office Ltd shall be
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responsible for the cost of supplying and maintaining any such additional items of
Equipment.
4 The Post Office Ltd Funded Equipment shall at all times remain owned or controlled by
Post Office Ltd. The Operator shall safeguard all Equipment and keep it in good
condition (fair wear and tear excepted) in accordance with the Manual (including any
ancillary items supplied with the Equipment, for example keys to the safe). The Operator
shall be liable for any loss of, or damage to, any Equipment where Post Office Ltd
reasonably believes such loss or damage is the result of any negligence by the
Operator, his Personnel or otherwise or any breach of the Agreement, wilful default,
error or criminal act of the Operator or any Personnel.
5 Where column 3 of Appendix 2 of the Preface so specifies, the Operator shall be
responsible for arranging and ensuring all repairs and maintenance of, and shall
observe all statutory obligations and regulations in respect of the operation of, the
relevant item of Equipment. Post Office Ltd will maintain the Horizon equipment and Post
Office Ltd shall be responsible, at its cost, for repairing inherent defects in any other item
of the Post Office Ltd Funded Equipment which are not caused by the act or omission of
the Operator or its Personnel.
6 The Operator shall:
61 unless otherwise agreed by Post Office Ltd in writing, ensure that all Post Office Ltd
Funded Equipment is used exclusively for the operation of the Branch but the Operator
may use the bidi safe for the Basic Business as well as the Branch but only in relation to
small amounts of cash, on a short term basis and at the risk of the Operator;
6.2 not move any item of Post Office Ltd Funded Equipment (other than items which are
intended to be moved as part of their day to day use or for the purposes of maintenance
and repair) without the prior written permission of Post Office Ltd. The Operator shall be
responsible for the cost of moving any Equipment where such move is at the Operator’s
request or is necessary to comply with legislation or regulatory requirements, unless
Post Office Ltd agrees in writing, at its sole discretion, to contribute to such costs. Post
Office Ltd shall be responsible for the cost of moving the Equipment where such move is
at Post Office Ltd’s request;
6.3 be responsible for the continued operation of all Equipment throughout the Term and
shall ensure that any Assistants are trained in basic operations, replenishment of
consumables and follow security procedures. The Operator is responsible for reporting
system faults and failures to the appropriate helpline promptly and for ensuring
resolution of such faults.
7 As part of the Post Office Ltd Funded Equipment, in addition to the Horizon equipment,
Post Office Ltd may from time to time loan the Operator (and the Operator shall accept)
a paystation™ terminal for use in conducting Transactions and/or additional terminals or
self-service equipment (together referred to as the PO Terminals). Post Office Ltd shall
act reasonably in determining which PO Terminals to loan to the Operator. Post Office
Ltd will discuss with the Operator the position within the Branch Premises where the PO
Terminals are to be located, but, in the absence of agreement, Post Office Ltd (acting
reasonably) will determine such location. Where Post Office Ltd does provide PO
Terminals, the Operator shall ensure that they are used solely to conduct Transactions.
Post Office Ltd will arrange (whether directly or through the Operator) for the PO
Terminals to be installed at the specified location.
8 The Operator grants to Post Office Ltd, its agents and employees an irrevocable licence
at any time during the opening hours of the Branch Premises, or at any time in the case
of an emergency, during the Term or any time following the termination of the
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Agreement, to enter any premises or vehicle where the Post Office Ltd Funded
Equipment is or may be kept for the purpose of inspecting it or recovering it.
9 Post Office Ltd will supply certain consumables (being those which can be ordered via
Horizon for use in the Branch) in reasonable quantities free of charge to the Operator.
Any such supply shall be subject to such conditions as Post Office Ltd may determine
and Post Office Ltd may limit or withdraw such supply at its discretion.
10 Any consumables which are supplied to the Operator free of charge by Post Office Ltd or
on Post Office Ltd’s behalf must only be used in the operation of the Branch and must
not be resold or transferred to a third party. Where the Operator has surplus
consumables it should advise Post Office Ltd of this fact and, as appropriate, arrange
with Post Office Ltd for the return of the excess quantity.
11 Where there is a dedicated official telephone line at the Branch Premises, which is used
in the operation of the Branch, the Post Office Ltd split billing policy (as contained in the
Manual or otherwise notified to the Operator from time to time) shall apply in respect of
such official telephone line. If Post Office Ltd determines that a second telephone line
(which is in addition to the one provided by Post Office Ltd) is required in order to
operate the Branch, such second telephone line shall be arranged by the Operator but
will be paid for by Post Office Ltd unless Post Office Ltd determines that such second
telephone line is only needed because the Operator is using unnecessary equipment on
the first telephone line which has not been approved by Post Office Ltd.
12 Approval of fixtures and fittings and equipment
12.1. The Operator shall use only fixtures and fittings in the operation of the Branch as shall
have been previously approved in writing by Post Office Ltd.
12.2 The Operator shall use only the Equipment or such other equipment as Post Office Ltd
may approve in writing in the operation of the Branch.
13 Signage and point of sale equipment
13.1. The Operator shall display in such manner and upon such external part or parts of the
Branch Premises as Post Office Ltd may reasonably direct, a sign or signs bearing the
title of the Branch (in the format “[blank] Post Office®”) (or such other words to similar
effect as may from time to time be specified by Post Office Ltd) and if the Branch
Premises are in the principality of Wales a bi-lingual sign (in the format “[blank] Syddfa’r
Post®/Post Office®”).
13.2 Post Office Ltd will, at its discretion, provide the Operator with Post Office internal and
external branding and point of sale equipment (including display units and leaflet
dispensers) for use at the Branch Premises. Post Office Ltd may require the Operator to
renew or replace internal and external Post Office signage and the point of sale
equipment at the Branch Premises at the Operator's cost but shall not impose such a
requirement more frequently than once every 5 years.
13.3 Post Office Ltd may require the Operator to renew the internal and external Post Office
signage and point of sale equipment at the Branch Premises more frequently than once
every 5 years but Post Office Ltd will pay for such renewal.
14 Liens etc.
14.1. The Operator waives all or any liens, encumbrances or rights which it might have or
acquire at any time for any reason over any Post Office Ltd Funded Equipment. The
Operator shall ensure that, except as may be expressly authorised by Post Office Ltd in
writing, no third party claims any liens, encumbrances or other rights over the Post Office
Ltd Funded Equipment.
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PART 5 — MANUAL FOR A LOCAL BRANCH
1.1 The following list includes the manuals, guidelines and instructions which currently come
under the definition of “Manual”:
- Local Post Office Operations Manual
- Horizon online administration and equipment operations manual
- National lottery operations manual (where branch offers this product)
- Ordering stock and stores operations manual
- Post Office outreach services operations manual (where applicable)
- Post Office paystation operations manual
- Security operations manual
- Horizon system user guide (online)
- Horizon online help (online)
- Branch Focus
- Post Office branch standards
- Post Office Ltd's Accessibility Guide
- Branch Conformance Standards
- Post Office cash and secure stock remittance services manual (online)
- FOS project operations manual
- FOS project training workbook (x2)
- Mailwork specification (where applicable)
- Any other instructions to operators or updates to such instructions issued by Post
Office Ltd from time to time
1.2. Post Office Ltd shall provide the Operator with a copy of the Manual (which may include
a DVD, CD ROM or other electronic media) or, at its discretion, provide the Operator
with instructions as to how the Manual may be accessed electronically and with details of
any alterations and/or improvements in or to the System or the Services to enable the
Operator to keep the Manual up to date. If there is any dispute, the authentic text of the
Manual shall be the copy or copies kept by Post Office Ltd at its head office. The Manual
shall at all times remain the property of Post Office Ltd.
1.3. Post Office Ltd may amend the list of documents set out in this Part 5 and amend the
contents of any manual or documents on that list by giving written notification (which may
be by electronic means) to the Operator. In the Agreement, unless otherwise specified, a
reference to the Manual is a reference to it as amended, consolidated or extended by
Post Office Ltd from time to time.
1.4. The Operator shall operate the System properly so as to achieve the performance
standards in accordance with the provisions of the Manual current from time to time. The
Operator shall not make use of the Manual for any purpose other than for the operation
of the Branch. The Operator shall ensure that its copy of the Manual is kept up to date at
all times, subject to Post Office Ltd complying with its obligations in clause 1.2 of this
Part 5.
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1.5. In addition to the Manual, Post Office Ltd may issue to the Operator instructions which
deal with various classes of Products and Services to be transacted at the Branch and
the design and operational standards required to run the Branch.
1.6 All such instructions must be complied with immediately (unless otherwise notified by
Post Office Ltd) and must be kept up to date by incorporation of updates issued by Post
Office Ltd. They must be carefully studied by the Operator, its Manager and Assistants.
No breach of instructions will be excused on the grounds of ignorance.
PART 6 —- NON COMPETE RESTRICTIONS AND HOW THEY AFFECT BRANCH PREMISES
A. During the Term of the Agreement, the following provisions shall apply.
1.1. The appointment of the Operator gives the Operator the right to transact, and to receive
payment for, certain items of business on behalf of Post Office Ltd. The conditions of the
appointment also involve such non-compete restrictions on the private activities of the
Operator in relation to the Branch Premises as are fundamental and necessary to ensure
the continued viability of the Network.
1.2 It is important to the future of the Network that all operators support Post Office®
products and services. An operator who offers products or services in its private retail
business from the Branch Premises which compete with Post Office® products and
services can reduce the revenue generated by the Branch and the Network. This
revenue is essential to provide a contribution to Post Office Ltd’s fixed costs of
maintaining the Network. Without this contribution, Post Office Ltd might not be able to
sustain the Network. It is therefore also in the interests of all operators to support this
principle.
1.3. It is also in the interests of all operators that Post Office Ltd is able to seek and negotiate
business opportunities for the whole Network and that it does not allow Clients or
suppliers to enter into arrangements directly with selected Post Office® branches only to
the disadvantage of the rest of the Network. This would adversely affect Post Office Ltd’s
ability to maintain the Network as a whole.
1.4 Operators benefit from being part of the Network. In addition to payments which
operators receive from Post Office Ltd, Post Office Ltd invests in advertising that brings
Customers into Post Office® branches, it ensures that Post Office® products and
services meet regulatory requirements and it provides customer and business services
such as helplines to support operators.
1.5 Accordingly, except as permitted by and in compliance with any waiver granted by Post
Office Ltd in accordance with clause 1.11 of this Part 6, the Operator must not undertake
in a private capacity, or allow anyone else to undertake in relation to the Branch
Premises, the types of business listed in clause 1.6 of this Part 6, as amended by Post
Office Ltd from time to time in accordance with clause 1.8 of this Part 6.
1.6 The non-compete restrictions on private business activities in relation to the Branch
Premises are as follows:
(i) business concerned with the provision of services relating to the collection,
conveyance and/or delivery of letters, parcels and packages (collectively called
“Packets” in this clause) including without prejudice to the generality of the
foregoing: the sale of stamps, pre-paid postage labels and stationery with prepaid
postage; the acceptance, retention, sortation, return and redirection of Packets
(including Packets containing mail order or other home shopping goods and other
Packets); and the acceptance of payment for such services;
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(ii) services for the payment of bills, the collection of payments (including pre-
payments) or the collection of revenue (whether by the sale of stamps or meter
tokens, the charging of budget keys or by other means) in connection with
services for the supply of water, gas, fixed line telephones, electricity, cable or
satellite television, or local authority services;
(iii) the sale of National Lottery products;
(iv) Banking, Building, Industrial and Provident Society, Friendly Society or Credit
Union business or otherwise making available banking facilities including, without
limitation, cheque-cashing, bureau de change (including the selling and buying
back of currency, on demand and pre-order services), collecting deposits or
providing withdrawal facilities on behalf of deposit-takers whether over-the-
counter or through an automated teller machine (ATM) or providing loans, credit
cards or other forms of credit or credit brokerage services but not including the
provision of cash-back transactions or the provision of basic saving stamp
schemes which do not involve the return of cash to participants in the scheme.
For the avoidance of doubt, a cash-back transaction is the withdrawal of cash via
a debit card scheme, from the account associated with the card used, as part of a
transaction for the purchase of goods or services through the same scheme; and
(v) any financial services business or otherwise making available facilities which may
compete with the financial services activities carried on or to be carried on by
operators at any time for or on behalf of Post Office Ltd or through Post Office®
branches or which may compromise the regulatory status of Post Office Ltd
(including for this purpose, its operators) in its role as appointed representative of
Post Office Ltd’s financial service product providers, including, for the avoidance
of doubt, the promotion of competing financial services but not including the
provision of basic savings stamps schemes which do not involve the return of
cash to participants in the scheme.
1.7. These non-compete restrictions apply to all methods of transaction of the areas of
business set out above. This includes, without limitation, the use of smartcards, ATMs
and on-line terminals.
1.8 The categories of business listed in clause 1.6 of this Part 6 constitute the current non-
compete restrictions but Post Office Ltd reserves the right to review these restrictions in
the light of changing business requirements, varying them if necessary. All operators will
be given at least 12 months’ notice in writing of any such changes. No restrictions will be
introduced on products or services other than Key Products and Services, as defined in
clause 1.9 of this Part 6.
1.9 Key Products and Services are the core products and services offered by Post Office
Ltd. The Key Products and Services are:
(i) Letters, parcels and packages services of any kind and related services;
ii) Services for the payment of bills, collection of payment or collection of revenue;
iii) National Lottery products;
iv) Banking services, including bureau de change;
(
(
(
(v) Financial services;
(vi) National Savings and Investment products;
(vii) Money transfer services;
(
viii) Postal orders;
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(ix) Savings stamps;
(x) Benefits’ distribution and Government services;
(xi) Motor vehicle and driver licensing services and other motorist services;
(xii) Telephony products and services;
(xiii) Travel ticketing and travel passes; and
(xiv) Television licensing services.
Post Office Ltd reserves the right to amend this list of Key Products and Services from
time to time. No new products or services will be introduced to this list which are not
current or future key sources of revenue and/or contribution for Post Office Ltd.
If the Operator is considering taking up a new private retail business opportunity which
may fall within the scope of the non-compete restrictions specified in clause 1.6 of this
Part 6, it should, before taking up any such business, inform Post Office Ltd of the
circumstances and seek advice as to whether the work concerned falls within the
restrictions described above
The Operator may apply for a waiver from the non-compete restrictions in clause 1.6 of
this Part 6. Post Office Ltd’s waiver policy is available on request from Post Office Ltd.
The waiver policy sets out the circumstances in which a waiver may be granted and the
procedures that must be followed. This policy is subject to amendment by Post Office Ltd
from time to time. If a waiver is granted subject to conditions, the Operator must comply
with these conditions. A failure to do so will result in the waiver being invalid from the
date the Operator ceased to comply with the conditions.
The Operator must not use and must ensure that no third party uses the name “Post
Office” in connection with any of its private business activities (or the private business
activities of a company with which it is associated in any way) or in such a way as to
imply that Post Office Ltd is in any way connected with these activities. Nor may the
Operator transact any private business in a way that might lead Customers to conclude
that Post Office Ltd is in any way connected with that business.
The Operator must not engage Royal Mail Group employees to undertake any work
whatsoever connected with the Operator's private business (or the private business
activities of a company with which it is associated in any way) at any time when they are
employed in Post Office Ltd or Royal Mail Group duties.
The Operator shall promptly inform Post Office Ltd of any approach or enquiry made
directly by a third party (including any Client or supplier of Post Office Ltd) concerning
the Products or Services or any similar products and services.
B. For the period of 12 months following the date of termination of the Agreement the Parties
shall continue to be bound by the provisions of clauses 1.5 to 1.7 (inclusive) of section A of
this Part 6.
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PART 7 — FIT OUT WORKS AND BRANCH PREMISES
The following clauses shall apply in respect of the Branch Premises.
1 Fit Out Works Obligations
1.1. The Operator shall ensure that the Operator Funded Works and those of
the Post Office Ltd Funded Works which the Operator is responsible for
arranging (as indicated in Appendix 1 to the Preface) shall be:
1.1.1 synchronised in accordance with the timetable for all of the Fit
Out Works agreed between the Parties; and
1.1.2 completed in accordance with the requirements of Appendix 1
of the Preface and any other specification and/or requirements
issued by Post Office Ltd or notified to the Operator, at least 24
hours before the Start Date so that the Operator can fully use
the Branch Premises for the purposes of operating the Branch
from the Start Date and throughout the Term.
If the Operator or its contractors fail to comply with the requirements of
this clause 1.1 and Post Office Ltd incurs additional costs as a result,
the Operator shall reimburse Post Office Ltd on demand for those
additional costs.
1.2 Post Office Ltd shall be responsible for arranging any other Post Office
Ltd Funded Works to be carried out at the Branch Premises, and in
particular, entering into contracts with the relevant contractors for the
supply of those Post Office Ltd Funded Works and making payment
directly to such contractors engaged by Post Office Ltd.
1.3. In respect of any Fit Out Works carried out at the Branch Premises
(whether arranged or paid for by Post Office Ltd or the Operator), the
Operator shall:
1.3.1 be responsible for obtaining any necessary planning, by-law or
other consents, such as planning permission, building
regulations consent or other building or planning consent, or
the landlord’s or owner’s consent;
1.3.2 permit access to any contractors appointed by Post Office Ltd
or the Operator for the purposes of carrying out the Fit Out
Works (including any installation and set up of Equipment) and
to enable such Fit Out Works to be completed in time before
the Start Date;
1.3.3 ensure that, at the time Post Office Ltd’s contractors attend the
Branch Premises to carry out Post Office Ltd Funded Works
and thereafter, the Branch Premises are safe, compliant with all
applicable laws and regulations (in particular in respect of
power supply and all electrical wiring) and free from hazardous
materials (including asbestos);
1.3.4 without limiting the generality of clause 1.3.3 of this Part 7,
ensure that such Fit Out Works comply with applicable
obligations under the EA and the Equality Policy; and
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1.3.5 check the Fit Out Works whilst they are being performed and
once they are completed for any defects which are obvious
from a reasonable inspection. If the Operator identifies defects
in the Fit Out Works which were carried out by:
(a) Post Office Ltd's contractor, the Operator shall promptly
notify Post Office Ltd or its nominated representative and
will provide details of the defect; or
(b) the Operator's contractor, the Operator shall notify its
contractor and arrange for the defect to be rectified.
The Operator shall not and shall use its best endeavours to ensure that
its contractors shall not cause any delay to Post Office Ltd or its
contractors in completing any Post Office Ltd Funded Works at the
Branch Premises.
If either Party or its contractors causes any delay to the other Party or its
contractors which results in that other Party incurring any costs or
liabilities, then the first Party shall reimburse the other Party for such
costs or liabilities up to an aggregate limit of £1,000. The first Party shall
not be liable to reimburse the other Party in accordance with this clause
1.5 where the other Party or its contractors, employees or agents was
the cause of the delay.
Post Office Ltd shall not be liable for the acts or omissions (including
negligence) of:
1.6.1 the contractors engaged by the Operator (including any
contractors suggested or approved by Post Office Ltd); nor
1.6.2 the contractors engaged by Post Office Ltd in respect of works
which, at the Operator’s request, such contractors undertake
and which are in addition to the works for which Post Office Ltd
is responsible, as identified in Appendix 1 to the Preface or as
otherwise agreed by Post Office Ltd.
Where the Operator engages contractors it shall do so as principal and
not as agent for Post Office Ltd.
Obligations relating to the Branch Premises
The Operator shall at its own cost and expense:
2.1.1 operate the Branch from a prominent position within the Branch
Premises in the location shown on the plan in Appendix 1 of the
Preface or in the absence of a plan as described in Appendix 1
of the Preface;
2.1.2 without prejudice to the Operator's obligations to comply with
the EA and other applicable legislation, provide and maintain,
such space and accommodation at the Branch Premises for the
operation of the Branch as is necessary to ensure a high
standard of customer service (including allowing sufficient
space for Customers to queue and be served comfortably,
sufficient space for shelving and leaflet dispensers to enable
materials relevant to the Branch to be held and/or displayed
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2.2
2.3
both behind and in front of the area of the counter used for the
Branch) or as may be required by Post Office Ltd;
2.1.3 allow Customers to use all appropriate and available facilities
of the Branch Premises, including means of access and any
parking spaces made available to the Operator's customers of
the Basic Business;
2.1.4 if required by Post Office Ltd, provide reasonable space at the
Branch Premises suitable for a post box;
2.1.5 at all times maintain the interior and exterior of the Branch
Premises and all parts thereof in a good state of maintenance,
repair and cleanliness and properly decorated;
2.1.6 promptly carry out any works of redecoration, maintenance
and/or repair that (i) Post Office Ltd may reasonably require in
order to bring the Branch Premises up to Post Office Ltd’s
standards at any time for Local Post Office branches as
specified in the Manual, or (ii) that in Post Office Ltd’s
reasonable opinion are or may be required at any time to
ensure the Branch Premises are compliant with any applicable
legislation;
2.1.7 at all times provide adequate and appropriate lighting and
heating at the Branch Premises;
2.1.8 keep the Basic Business in a clean and tidy condition and
adequately stocked and shall generally ensure that its
appearance complements and does not in Post Office Ltd’s
opinion have an adverse effect on the Branch. The Operator
shall further ensure that the Basic Business is not closed for
business at any time when the Branch is open for business or
vice versa;
2.1.9 allow Post Office Ltd access at all times during normal working
hours to the Branch Premises and at any time in respect of an
emergency.
The Operator shall not alter or convert the Branch Premises or the area
of the counter used for Transactions in any way without the prior written
consent of Post Office Ltd (such consent not to be unreasonably
withheld or delayed) and any necessary planning, by-law or other
consents, such as planning permission, building regulations consent or
other building or planning consent. Each such alteration or conversion
shall be carried out only in accordance with plans, drawings and
specifications previously submitted to and approved by Post Office Ltd
(such approval shall not be unreasonably withheld or delayed). The
detailed preparation of such plans, drawings and specifications and the
day to day or immediate supervision by an architect or surveyor shall be
the responsibility and at the expense of the Operator.
If any part of the Branch Premises contains residential accommodation
(whether as at the Commencement Date or at any later time), the
Operator shall notify Post Office Ltd, together with details of the occupier
(where this is not the Operator). If the Operator ceases to occupy the
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residential accommodation or if at any time it becomes vacant, the
Operator shall immediately notify Post Office Ltd in writing.
2.4 For the duration of the Term, the Operator must maintain a Valid
Property Interest in the Branch Premises. Any breach of this obligation
shall be a material breach of the Agreement for the purposes of clause
16.2.1 of Part 2 of these Standard Conditions.
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