Confidential
POL00003870
POL00003870
with Agents rn contrac
Document description
BM20 - PREFACE AND STANDARD CONDITIONS FOR THE
OPERATION OF A MAIN POST OFFICE® (OFF SITE POL CASH
WITH COMBI) NO POL FUNDED WORKS BUT POL
FUNDED EQUIPMENT.
This document is only for use where:
(i) a new operator is being appointed to
operate a main Post Office branch;
(ii) at new premises;
(iii) the operator of the existing Main branch is
leaving the network. (The existing
branch has already been converted under
NT to a main); and
(iv) POL is not paying for any of the Fit Out
Works but is paying for some of the
Equipment.
IMPORTANT: It is only for use in branches where a
combi counter will be installed.
It is not for use where:
(i) a new operator is being appointed to
operate a Main (POL cash) at existing
premises (irrespective of whether or not
the branch has already been converted to
a Main);
(ii) an existing agent is being appointed to
operate a Main (POL cash) at new
premises; or
(iii) I the existing branch hasn’t already been
converted under NT.
* The contract should only be issued to the operator to
sign once they have successfully completed POL's
recruitment and application process.
Document list
Contracts list
ON SITE / OFF SITE
OFF SITE (Second Generation)
Mains/Locals Main
Version No. 12
Status CLEARED FOR USE BY NEIL ENNIS 11 OCTOBER 2016
Date 11 October 2016
Comments 11 October 2016. Amended to:
* include revised FS wording in the Preface;
* update Appendix 2 of the Preface to reflect that
maintenance of safes, cctv and alarms is POL's
responsibility; and
* update the address for notices served on POL in the
Standard Conditions.
OFF SITE MAIN POST OFFICE® AGREEMENT
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PREFACE
PART A
All capitalised terms not defined in this Preface have the meanings
given to them in the Standard Conditions for the Operation of a
Main Post Office® Branch (Off Site, Post Office Limited Cash) (the
Standard Conditions).
This Preface is part of an Agreement between Post Office Limited
and the Operator for the operation of a Main Post Office Branch (as
defined in the Standard Conditions) at the Branch Premises (as
defined below).
The Agreement consists of the following documents:
¢ This Preface and the following Appendices to it:
o Appendix 1 - Works at the Branch Premises and Plan
o Appendix 2 - Equipment
o Appendix 3 - Conditions of Appointment
¢ The Standard Conditions
¢ The Manual (as defined in the Standard Conditions)
e The Fees Booklet (as defined in the Standard Conditions)
¢ The Outreach Services Conditions
e¢ The Outreach Operations Manual (as defined in the Outreach
Services Conditions)
The Agreement is between:
(a) Post Office Limited (Company No. 02154540), whose
registered office address is at Finsbury Dials, 20 Finsbury Street,
London EC2Y 9AQ (Post Office Ltd); and
Note: where the Operator is a company use the following
version of paragraph (b), otherwise it should be deleted.
(b) insert the full company name of the Operator (Company No.
insert number) of insert registered office address (the
Operator).
Note: where the Operator is a partnership use the following
version of paragraph (b), otherwise it should be deleted.
(b) insert the name of the partnership (a partnership) of insert the
address of the partnership (the Operator).
Note: where the Operator is an individual use the following
version of paragraph (b), otherwise it should be deleted.
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(b) insert the name of the individual of insert the address of the
individual (the Operator).
The Branch Premises are the premises at: insert address.
The Branch will have the following numbers of Combined Retail
Counter Positions insert number and Dedicated Post Office Counter
Positions insert number at the Start Date.
Opening Times: The Operator shall operate the Branch at the
Branch Premises from:
4.1 the Dedicated Post Office Counter Positions (as defined in Part 1
of the Standard Conditions), during at least the hours of 9am to
5.30pm Monday to Saturday (inclusive) but excluding public or
statutory holidays; and
4.2 the Combined Retail Counter Positions (as defined in Part 1 of
the Standard Conditions), during the opening hours of the Basic
Business which will be at least:
Monday to
Tuesday to
Wednesday to
Thursday to
Friday to
Saturday to
Sunday to
including on any public or statutory holidays on which the Basic
Business is open to the public. The Parties acknowledge that the
Products and Services offered from the Combined Retail Counter
Positions will be a reduced set of Products and Services from
those available at the Dedicated Post Office Counter Positions,
as determined and notified to the Operator in writing by Post
Office Ltd from time to time.
The opening hours of the Dedicated Post Office Counter
Positions and those of the Combined Retail Counter Positions,
detailed in this clause 4 (as varied from time to time in
accordance with the Agreement), are referred to as the
Minimum Hours for each type of Counter Position.
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5. The Commencement Date of the Agreement is the date on
which this Preface is signed by Post Office Ltd (as set out below).
Part C of the Preface i is I included but vor Part B
Operator will begin the operation o of the Branch at the Branch
Premises will be as determined in accordance with Part B of this
Preface or such other date as may either be agreed in writing
between the Parties at any time or (where the Operator has not
complied with any of the terms of the Agreement, including any
Conditions of Appointment which are required to be completed before
the Start Date) be determined by Post Office Ltd in its absolute
discretion and notified in writing to the ° Operator at any time.
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opera ion of the Branch at the Branch Premises will be as
determined in accordance with Part B of this Preface or such
other date as may either be agreed in writing between the
Parties at any time or (where the Operator has not complied
with any of the terms of the Agreement, including any
Conditions of Appointment which are required to be completed
before the Start Date) be determined by Post Office Ltd in its
absolute discretion and notified in writing to the Operator at any
time.
deleted. The Start Date on which the Operator will ‘begin the
operation of the Branch at the Branch Premises will be as
determined in accordance with Part C of this Preface or such
other date as may either be agreed in writing between the
Parties at any time or (where the Operator has not complied
with any of the terms of the Agreement, including any
Conditions of Appointment which are required to be completed
before the Start Date) be determined by Post Office Ltd in its
absolute discretion and notified in writing to the Operator at any
time.
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deleted. The Start Date on which the Operator will begin ‘the
operation of the Branch at the Branch Premises will be the date
notified in writing by Post Office Ltd to the Operator (such notice
to be given at least 21 days prior to the Start Date) and will not
be earlier than insert date (Earliest Start Date) or later than
insert date (Latest Start Date). If Post Office Ltd fails to notify
the Operator of the Start Date then the Latest Start Date shall
be deemed to be the Start Date. Any of the Earliest Start Date,
the Start Date and the Latest Start Date may be amended at
any time by written agreement between the Parties. Where the
Operator has not complied with any of the terms of the
Agreement, including any Conditions of Appointment which are
required to be completed before the Start Date), the Start Date
may also be amended or deferred by Post Office Ltd in its
absolute discretion and notified in writing to the Operator at any
time.
The Basic Business at the Branch Premises is insert
description e.g. convenience store, supermarket, newsagent,
chem it etc.
ill move straight onto
variable fees The Fees. payable by Post Office Ltd to the Operator
from the Start Date for the first and second Accounting Periods (as
defined in Part 1 of the Standard Conditions) (calculated with effect
from the Accounting Period within which the Start Date falls), shall be:
First Accounting Period: £insert amount (pro-rated in the same
proportion as the number of days from the Start Date to the end
of the Accounting Period bears to the total number of days in
that Accounting Period);
Second Accounting Period: finsert amount,
(the First Fees Payments) and thereafter shall be calculated
on a strictly “per Transaction” basis only in accordance with
clauses 2.4.1 and 2.4.2 of Part 3 of the Standard Conditions.
Where the Start Date falls within an Accounting Period after Post
Office Ltd's payment cut-off date, the Operator shall not receive
the First Fees Payment for the First Accounting Period until the
end of the following Accounting Period.
Note: Delete if the operator will receive fixed fees for
the first two accounting periods.
The Fees payable by Post Office Ltd to the Operator from the
Start Date and thereafter shall be calculated on a strictly "per
Transaction" basis only in accordance with clauses 2.4.1 and
2.4.2 of Part 3 of the Standard Conditions.
VAT
Note: delete this clause if the Operator is not registered
for VAT. The Operator’s VAT number is insert registered VAT
number.
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10.
15.
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Equipment, Works and Funding
10.1 The Operator shall be solely responsible for bearing the costs of:
(i) the Fit Out Works (including the Enabling Works and the
Cosmetic Works and the career wear) described in Appendix 1 of
this Preface; and (ii) obtaining and installing the Operator
Funded Equipment described in Appendix 2 of this Preface and
Post Office Ltd shall not be required to contribute to the costs.
10.2 Post Office Ltd shall be solely responsible for bearing the costs of
obtaining and installing the Post Office Ltd Funded Equipment
described in Appendix 2 of this Preface and the Operator shall
not be required to contribute to the costs.
10.3 Post Office Ltd will reimburse the Operator for the costs of the
Operator Arranged Equipment (as indicated in Appendix 2)
provided that the Operator has obtained quotes for the Operator
Arranged Equipment and POL has approved such quotes in
accordance with Clause [1.5] of Part 3 of the Standard Conditions.
11. The Existing Branch referred to in Part B of this Preface is: insert
the name and address of the current branch which is
being relocated.
Note: Delete the references to Parts B or C as
appropriate. Post Office Ltd may terminate the Agreement in
accordance with Parts B and/or C of this Preface if the conditions
referred to in that the relevant Part are not fulfilled.
delete t clause if the Operator will not be
providing Mailwor } Mailwork - The Operator shall
provide Mailwork services from the Branch Premises in accordance
with the Mailwork Specification, which forms part of the Manual.
Note: Delete if no guarantee is required by POL. The
performance of the Operator’s obligations under the Agreement must
be guaranteed by one two guarantors acceptable to Post Office Ltd.
The Each guarantor will usually be a director or shareholder of the
Operator.
Warranty and undertaking on third party obligations
15.1 The Operator warrants and represents that on and from the
Commencement Date, it shall have no contractual or other
obligations to any third party which would or may be breached
by entering into and/or performing any of its obligations under
this Agreement.
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16.
16
16.
16
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.2 As a condition of this Agreement, the Operator undertakes to
ensure that the warranties and representations at clause 15.1
are and shall remain true throughout the Term.
Regulatory status
-1 The Operator warrants and represents that on the
Commencement Date, it is not authorised or regulated by the
Financial Conduct Authority or the Prudential Regulation
Authority or an appointed representative or introducer appointed
representative of a firm authorised and regulated by the
Financial Conduct Authority or the Prudential Regulation
Authority and is not an exempt person within the meaning of the
Financial Services and Markets Act 2000.
2 The Operator undertakes to inform Post Office Ltd in accordance
with clause 3.6.7 of Part 2 of the Standard Conditions if it
proposes to change its regulatory status, or if its regulatory
status does change, at any time during the term of this
Agreement. The Operator must provide the notice required by
this clause at least:
16.2.1 three (3) months before it submits an application for
authorisation or variation of permission, if it intends to
become authorised or vary or cancel its permissions; or
16.2.2 one (1) month before its name appears on the Financial
Services Register, if it intends to become an appointed
representative or introducer appointed representative of
another authorised firm.
.3 On the first anniversary of the Commencement Date and on
each subsequent anniversary of the Commencement Date
during the term of this Agreement, the Operator shall provide
Post Office Ltd with a certificate, signed on behalf of the
Operator by a duly authorised signatory, in which the Operator
warrants that the Operator's regulatory status has not changed:
16.3.1 since the Commencement Date; or,
16.3.2 if the Operator has served Post Office Ltd with a notice
of a change in its regulatory status in accordance with
clause 16.2 above, since the date such notice was
received by Post Office Ltd.
The certificate shall be sent to the address set out in clause 22.1 of
Part 2 of the Standard Conditions.
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relocation of the branch puar to the date the Preface is sent
to the ni
w operator for signing.
PART B
Consultation Condition Precedent
1. In addition to the terms defined elsewhere in the Agreement, in
this Part B the words below have the meanings next to them unless
the context requires otherwise:
Code of Practice
Consultation
Consultation
Condition Precedent
Key Date
Not Proceed
Notification
Proceed Notification
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the Code of Practice on _ public
consultation and communication with
respect to changes in the Post Office
network as agreed between Post Office
Ltd and Consumer Focus from time to
time
a 6 week local public consultation
conducted by Post Office Ltd under the
Code of Practice in respect of its
proposals for relocating the Existing
Branch to the Branch Premises.
that having concluded the Consultation
and taken account of the
representations made during the
Consultation, Post Office Ltd in its
absolute discretion decides that it
wishes the Operator to begin the
operation of the Branch from the
Branch Premises
the date being six weeks after the final
day of the Consultation
a notice issued by Post Office Ltd to the
Operator stating that the Consultation
Condition Precedent has not been
satisfied
a notice issued by Post Office Ltd to the
Operator stating that the Consultation
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Condition Precedent has been satisfied
The Agreement shall come into effect on the Commencement
Date. However, the Agreement may be terminated by Post Office
Ltd immediately on giving written notice to the Operator without
any liability to the Operator if Post Office Ltd has served a Not
Proceed Notification on the Operator by the Key Date or the
Consultation Condition Precedent is deemed not to be satisfied
under clause 6 below.
Where the Consultation Condition Precedent is satisfied, Post Office
Ltd will serve a Proceed Notification on the Operator by the Key
Date.
Where the Consultation Condition Precedent is not satisfied, Post
Office Ltd will notify the Operator of its decision in writing no later
than the Key Date by way of a Not Proceed Notification. For the
avoidance of doubt, a Not Proceed Notification will not of itself
constitute a notice to terminate the Agreement unless it expressly
states that it is also a notice to terminate.
Post Office Ltd reserves the right to waive the Consultation
Condition Precedent. Any such waiver shall be made by serving a
written notice (the Waiver Notification) on the Operator by the
Key Date and shall be without prejudice to any other rights which
Post Office Ltd may have under the Agreement.
In the absence of a notification from Post Office Ltd to the Operator
under clauses 3, 4 or 5 of this Part B by the Key Date, the
Consultation Condition Precedent shall be deemed not to have
been satisfied.
bd
commence any Operator an this ¢ Works or Operator Arranged
Equipment at the Branch Premises pursuant to Part 3 and Part 7 of
the Standard Conditions until it has received a_ Proceed
Notification or Waiver Notification
from Post Office Ltd. If the Operator begins any
Operator Arranged Works or Operator Arranged Equipment prior to
receiving a Proceed Notification or Waiver Notification Bg
then without
prejudice to Post Office Ltd’s other rights this will be a material
breach of the Agreement which cannot be remedied for the
purposes of clause [16.2.1] of Part 2 of the Standard Conditions and
for avoidance of doubt such works shall be at Operator's risk and
cost.
Neither Party shall have any liability to the other if the Consultation
Condition Precedent has not been satisfied, or waived in
accordance with clause 5 of this Part B, save that if it has not been
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satisfied, or waived in accordance with clause 5 of this Part B, and
the Agreement has not been terminated by Post Office Ltd
pursuant to clause [2] of this Part B, the Operator shall be obliged, if
requested by Post Office Ltd to do so, to negotiate in good faith
with Post Office Ltd such changes to the Agreement as Post Office
Ltd may put forward as a result of the Consultation.
by Post Office Ltd and ‘notified to the Operator in writing at any
time or as otherwise determined in accordance with Part A of this
Preface. For the avoidance of doubt, Post Office Ltd may notify the
Operator of the Start Date in the Proceed Notification or Waiver
Notification referred to above or in a separate notification.
Providing Post Office Ltd does so at least 7 (seven) days in advance
of the Start Date originally notified, Post Office Ltd may postpone
the Start Date by giving written notice to the Operator.
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here the Operator ha: quired a
the Bra :
PART B/C
Precondition
cluded use the yellow
ly. Th Agreement is also ditional
upon “Post. Office Ltd confirming to the Operator in writing in
accordance with clause 1.2 below that it is satisfied (following the
provision by the Operator of evidence acceptable to Post Office
Ltd) that the Operator has, not later than 4 (four) weeks after the
Commencement Date (or by such other
date as may be agreed in writing by the Parties) obtained a Valid
Property Interest (as defined in the Standard Conditions) in the
Branch Premises (the Precondition).
9 :
clause. If Post Office Ltd is, at its absolute discretion, satisfied that
the Operator has fulfilled the Precondition it shall
, give a , written notice to the
Operator confirming that the Operator has fulfilled the Precondition
and, subject to clause 6 of Part A of this Preface, specifying the
Start Date, taking into account any Fit Out Works required at the
Branch Premises. Providing Post Office Ltd does so at least 7
(seven) days in advance of the Start Date originally notified, Post
Office Ltd may postpone the Start Date by giving written notice to
the Operator.
use. If Post Office Ltd is not, at its absolute discretion, satisfied
that the Operator has fulfilled the Precondition, Post Office Ltd may
terminate the Agreement immediately on written notice to the
Operator
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The Operator and Post Office Ltd hereby agree to enter into
the Agreement as defined above.
OPERATOR
Either: Signature of Operator (if an Second Signature (not required if
individual) Operator is an individual or where the
OR: Signature of Director or partner Operator is a single director company
if a company or partnership with no separate company secretary)
Signature of Director/Company
Secretary or partner if a company or
partnership
Typed or Printed Name Typed or Printed Name
Title: Operator/Partner/Director Title: Director/Company
Secretary/Partner
Date
Date
SIGNEd DY ...cceeceesesssteeseeesereeneeeee
for and on behalf of the Operator
Title: An authorised signatory
Date
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POST OFFICE LTD
An authorised signatory
Typed or Printed Name
Title
Date
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APPENDIX 1
WORKS AT THE BRANCH PREMISES AND PLAN
sert list of enabling works below from the
1. Enabling Works Note
whether POL
scoping letter/re
or the operator is responsible for arranging them.
Electrical works/sockets
2. Any other _works, I euanek Cosmetic Works Note
each ite! whether POL or the operator is
ea Le ts for arra ig them.
3. Career wear Note: insert list of career wear to be obtained by the
Operator.
insert list from scoping letter Appendix D
Insert a plan of the Branch Premises
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APPENDIX 2 - EQUIPMENT
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Items of equipment that may be required to establish a Main Post Office branch at new premises
below.
Note: Where the Operator is responsible for ordering and initially paying for any of the items of POL Funded Equipment i.e. Operator
Arranged Equipment this will need to be stated in column 2 of the table below by amending the "X" to a "Y" Please note that the
Operator may be responsible for ordering and initially paying for some of the Post Office Ltd Funded Equipment, referred to as
Operator Arranged Equipment, with Post Office Ltd reimbursing the costs of such Operator Arranged Equipment, subject to clause 1
of Part 3 and clause 1 of Part 7 of the Standard Conditions. These items, if any, are indicated by the letter Y in the relevant column
branch
Column 1
Item for installation in Main Post Office
Column 2
Who pays for Equipment?
Post Office
Ltd
The Operator
Post Office
Ltd Funded
Equipment -
Post Office
Ltd orders
and pays for
those items
marked with
an X below.
Those items
marked with
Operator
Post Office Funded
Ltd Arranged Equipment -
Equipment - the Operator
Column 3
Who is responsible for
maintenance of the
Equipment?
Column 4
Items to be
returned to
Post Office
Ltd or its
supplier at
end of the
Agreement
a Y below (if I items o orders and
any) are and ly Pays for with
arranged by paid for by no Post
the Operator I POL with the reimburseme Office
("Operator Operator nt Post Ltd's
Arranged reimbursing from Post Office The suppli
Equipment") the cost Office Ltd Ltd Operator er
Signage (including internal signage, survey and
install) x Xx
Safes ( Main safe) including MMG Xx x
Electronic Scales x x
Alarms installed by Operator’s contractor. Xx xX
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Bureau de Change Rate Board
Counter Desking
FSS desking and privacy Screens/conversation
area
Customer seating/Counter Staff Seating
Cash Funding Unit (Rollercash/Bidi etc)
><I><I><
<I><)><
Horizon
Secure Counters (including anti-bandit screens
and parcel hatches)
Drop bag Fittings
Post & Go
AEI Kiosk
AEI Consumables (including curtains and Stylii)
><I><]><
<]><}><
<I><}><
Mails Acceptance Unit
Mails Integrity unit/secure mail storage
Queue Management (barrier)
Call Forward
Coin Cabinets
Self inking date stamp
Retention Units
><I><}><I><}><
><) ><I >< [><] ><] ><] ><
Branch Consumables (subject to reasonable
use) printer rolls & cartridges.
Name Badges
Coin Hoppers
</><
Note Counters (to be obtained at the option of
the Operator)
Pedestals
Footrests
Mobile Till Trolleys
><I><}><I><
><)><}><I><
Test Weights
UV Lights
Hearing Loops (portable)
x<
CCTV installed by ROMEC (POL Security
Requirement only)
Flip Top Tills
Visi-Frames (one per office)
A Frames
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Paystation™ terminal x
Telephone line to be connected to Paystation™
terminal (if required)
ATM Xx
Till inserts (if Post Office Ltd determines that
these are required)
Speech enhancement unit
BDC rate board - new cover x n/a
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APPENDIX 3 - Conditions of Appointment
The Operator shall comply (and in the case of ongoing obligations shall continue
to comply for the duration of the Agreement) at its own expense with the
following conditions of appointment and shall ensure that any works/actions that
it is required to carry out or perform in order to achieve compliance with the
relevant condition of appointment are carried out or performed by the date
specified below for the relevant condition.
Note: POL to insert any conditions of appointment that apply. These
conditions of appointment will be either related to improving
accessibility or related to works of redecoration or refurbishment that
the Operator has agreed to carry out. In the case of accessibility
conditions of appointment, the relevant conditions that need to be
included will be notified by the area manager following his/her review
of the Business as Usual FCA’s accessibility assessment of the
premises. In the case of conditions of appointment relating to works of
redecoration or refurbishment, these will be derived from the retail
standards checklist on the branch survey form for the premises.
The Operator shall not be in breach of the Agreement, nor liable for any failure or
delay in complying with any condition of appointment by the date specified
above, if the Operator is prevented or delayed from complying with such
condition of appointment by a Force Majeure Event, provided that the Operator
must:
3.1 promptly notify Post Office Ltd in writing of the nature and extent of the
Force Majeure Event together with any additional information as Post
Office Ltd may reasonably require; and
3.2 use its best efforts to remove or overcome the effects of such Force
Majeure Event.
Following any notice from the Operator in accordance with paragraph 3.1, the
Parties shall discuss the effect of the Force Majeure Event on the relevant
condition(s) of appointment, and use all reasonable endeavours to agree any
changes to the condition(s) of appointment that may be required as a result,
which may include agreeing a revised date for the Operator to achieve
compliance with the relevant condition(s) of appointment.
For the purposes of paragraph 3 above, Force Majeure Event shall mean the
occurrence of any:
5.1 Acts of God, fire, explosion, flood, earthquake or other natural disaster;
5.2 war, riot, civil commotion, terrorist attack;
5.3 interruption or failure of utility service, including electric power, gas or
water;
5.4 law or government order, rule, regulation or direction, or any action taken
by a government or public authority, including failing to grant a necessary
licence or consent (provided that the Operator has used its best
endeavours to obtain such licence or consent); and
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5.5 refusal by the landlord and/or owner of the Branch Premises to grant any
necessary permission or consent(provided that the Operator has used its
best endeavours to obtain such licence or consent),
which directly causes the Operator to be unable to comply with the relevant
condition of appointment by the date specified, provided that such event does
not arise from the negligence of the Operator.
6 ATM Note: Delete if no ATM is required by POL/BOI at the Branch
Premises.
The Operator agrees to enter into an ATM Agreement with the Bank of Ireland in the
form enclosed with this Preface prior to the Start Date for the installation and
operation of an ATM at the Branch Premises. Ne
Operator. Otherwise it d. The term of the ATM Agreement shall
not be longer than the u ion of the existing agreement between Post
Office Ltd and the Existing Operator for the operation of the ATM from the Existing
Branch, unless otherwise agreed between Post Office Ltd and the Operator. Note:
Where a new ATM Agreement is required due to the relocation of the
Branch, this will be sent out with this Preface for signing by the Operator.
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POST OFFICE LIMITED
STANDARD CONDITIONS FOR THE OPERATION OF A MAIN POST OFFICE®
BRANCH (OFF SITE, POST OFFICE LIMITED CASH)
These Standard Conditions form part of the Main Post Office Agreement and contain
the following Parts:
PART 1 - DEFINITIONS USED IN THE AGREEMENT
PART 2 - OPERATING A MAIN BRANCH
PART 3 - FINANCIAL DETAILS
PART 4 - EQUIPMENT FOR A MAIN BRANCH
PART 5 - MANUAL FOR A MAIN BRANCH
NON-COMPETE RESTRICTIONS AND HOW
THEY AFFECT BRANCH PREMISES
PART 7 - FIT OUT WORKS AND BRANCH PREMISES
PART 1 - DEFINITIONS USED IN THE AGREEMENT
1 Definitions and Interpretation
In addition to the terms defined in the Preface,
the words below have the meanings next to them unless the context requires
PART 6 -
1.1
otherwise:
Accounting Periods
Agreement
Assistant
Basic Business
Branch
Branch Premises
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 Main 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 Main 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 from
the Dedicated Post Office Counter Position(s)
and the Combined Retail Counter Position(s)
and all associated Post Office related activities
the premises specified in the Preface from
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Client
Combined Retail
Counter Position
Compliance
Training
Conditions of
Appointment
Confidential
Information
Counter Positions
Customer
Dedicated Post
Office Area
Dedicated Post
Office Counter
Position
DPA
Equality Policy
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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
a counter position at which a combined retail till
is located to enable both Transactions and Basic
Business transactions to be performed
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
Dedicated Post Office Counter Positions and/or
Combined Retail Counter Positions
a customer of the Branch and/or of Post Office
Ltd
an area within the Branch Premises dedicated
to the provision of Products and Services and
complying in all respects with the specification
for the dedicated Post Office area at the Branch
Premises set out in the Scoping Report
a counter position within the Dedicated Post
Office Area at which only Transactions can be
performed
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
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Existing Operator
Fees
Fees Booklet
Fit Out Works
Group
Holding Company
Insolvency Event
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specific guidance or instructions will take
precedence
the equipment listed in Appendix 2 of the
Preface, including Post Office Ltd Funded
Equipment, Post Office Ltd Arranged
Equipment, Operator Funded Equipment and
Operator Arranged Equipment
the 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 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 works listed in Appendix 1 of the Preface,
being the enabling and/or cosmetic works to
the Branch Premises to accommodate the Post
Office Main facility, including both Post Office
Ltd Arranged Works (if any) and Operator
Arranged Works
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
where the Operator is a company, any of the
following events:
(a) the Operator or its Parent Company is
unable or admits inability to pay its debts
as they fall due or is deemed to or declared
to be unable to pay its debts under
applicable law, suspends or threatens to
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Property
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(c)
all
suspend making payments on any of its
debts or, by reason of actual or anticipated
financial difficulties, commences
negotiations with one or more of its
creditors with a view to rescheduling any of
its indebtedness;
a moratorium is declared in respect of any
indebtedness of the Operator or its Parent
Company. If a moratorium occurs, the
ending of the moratorium will not remedy
any default caused by that moratorium;
any corporate action, legal proceedings or
other procedure or step is taken in relation
to:
(i) the suspension of payments, a
moratorium of any _ indebtedness,
winding-up, dissolution,
administration or reorganisation (by
way of voluntary arrangement,
scheme of arrangement or otherwise)
of the Operator or its Parent
Company;
(ii) a composition, compromise,
assignment or arrangement with any
creditor of the Operator or its Parent
Company;
(iii) the appointment of a_ liquidator,
receiver, administrative receiver,
administrator, compulsory manager
or other similar officer in respect of
the Operator or its Parent Company
or any of its assets; or
(iv) enforcement of any mortgage, charge,
pledge, lien or other security interest
securing any obligation of any person
or any other agreement or
arrangement having a similar effect
over any assets of the Operator or its
Parent Company,
or, any analogous procedure or step is
taken in any jurisdiction; and/or
any expropriation, attachment,
sequestration, distress or execution or any
analogous process in any jurisdiction
affects any asset or assets of the Operator
or its Parent Company
patents, copyrights, design rights, trade
marks, goodwill, trade secrets, know-how,
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Manager
Manual
Network
New Operator
Notice to Amend
Official Information
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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
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 a manager of the Branch
the manuals and other documents referred to in
Part 5 of these Standard Conditions
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
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Equipment
Operator Arranged
Works
Operator Funded
Equipment
Parent Company
Parties
Personal Data
Personnel
Post Office Cash
and Stock
Post Office Group
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(c) of a financial nature in relation to the
Branch, Post Office Ltd, its business or Post
Office Group or its business
those items of the Post Office Ltd Funded
Equipmet which is indicated in column 2 of
Appendix 2 of the Preface (as varied or
amended by any Notice to Amend), as being
the Operator's responsibility to order and
initially pay for (if any)
those of the Fit Out Works in Appendix 1 of the
Preface which are not Post Office Ltd Arranged
Works
the equipment which is indicated as such in
column 2 of Appendix 2 of the Preface (as
varied or amended by any Notice to Amend),
and which shall be solely the Operator's
responsibility to order, install and pay for with
no possible contribution from Post Office Ltd.
Any such equipment shall, unless Column 3 of
Appendix 2 of the Preface expressly indicates
that such equipment must be returned to Post
Office Ltd at the end of the Term, belong to the
Operator.
means, in relation to a company, any
undertaking that is the parent undertaking (that
term having the meaning given to it under
section 1162 of the Companies Act 2006) of
that company
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 group of companies comprised of Post
Office Limited, its holding companies, its
subsidiaries and associated undertakings (if
any) and any subsidiaries and associated
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Intellectual
Property
Post Office Ltd
Arranged
Equipment
Post Office Ltd
Arranged Works
Post Office Ltd
Funded Equipment
Preface
Products
Sales Model
Services
Staff Liabilities
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undertakings of its holding company including
any subsidiaries of those associated
undertakings. The terms holding company
and subsidiary shall have the meanings given
to them in section 1159 of the Companies Act
2006
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 equipment which is indicated in Appendix 2
of the Preface (as varied or amended by any
Notice to Amend) as being Post Office Ltd's
responsibility to order and initially pay for
the Fit Out Works which are specifically and
expressly indicated in Appendix 1 of the Preface
as being Post Office Ltd's responsibility to
arrange (if any)
the equipment which is indicated as such in
column 2 of Appendix 2 of the Preface (as
varied or amended by any Notice to Amend),
and which shall be solely Post Office Limited's
responsibility to order, install and pay for with
no contribution from the Operator. Any such
equipment shall belong to Post Office Ltd
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 sales model to be implemented by the
Operator in the operation of the Branch as
specified in the Manual
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
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
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System
Term
Trade Marks
Trade Name
Transaction
VAT
Valid Property
Interest
Working Day
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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 Post Office 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 tothe 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 12 months’ notice
a day other than a Saturday or Sunday or other
public or statutory holiday in England and
Wales
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PART 2 - OPERATING A MAIN BRANCH
The Operator and the Branch
1.1 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).
1.2 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.
1.4 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).
1.5 Post Office Ltd shall provide:
1.5.1a helpline to enable the Operator to consult with Post Office Ltd about
running the Branch (details of the helpline are contained within the
Manual);
1.5.2the Operator with stocks of Products and documentation to use in the
Branch.
1.6 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.
1.7 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.
1.8 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
2.1 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.
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2.2 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.
2.3 Where Post Office Ltd considers it necessary, it
shall:
2.3.1initially train all of the first Manager(s) and certain of the Assistants in
the operation of the System and initial sales training. The number and
identity of such personnel to receive the training shall be determined by
Post Office Ltd in consultation with the Operator. The training will last for
up to 14 days, of which six to eight days will be spent in a classroom or
another offsite location, and the other six days will be spent at the
Branch Premises; and
2.3.2provide Sales Model training for all of the first Manager(s) and
Assistants. The Sales Model training required will be delivered at any
location and shall be for such duration as Post Office Ltd may
reasonably determine. Post Office Ltd shall give the Operator advance
notice of the training so that the Operator has a reasonable opportunity
to make arrangements for the management of the Branch while the
training is being undertaken.
2.4 The Operator shall ensure that each Manager
who receives the training cascades the training to all other Assistants and to
any replacement Manager(s), in order to ensure that all subsequent Managers
and all other Assistants receive sufficient initial training from properly trained
Managers. The Operator shall further ensure that the Sales Model is fully
implemented in the Branch.
2.5 Post Office Ltd may require the Manager(s)
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.
2.6 The Operator shall ensure that such
Manager(s) and Assistants attend the training provided by Post Office Ltd
under clauses [2.3] and
2.7 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.
2.8 The Operator shall be responsible for the costs
of the Manager(s) and/or Assistants attending the training referred to in
clauses and (including, as appropriate, salary, travel, accommodation
and subsistence), but the cost of delivering the training shall be met by Post
Office Ltd.
2.9 The Operator shall:
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2.9.1ensure 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;
2.9.2ensure that all Assistants understand that they are employees of the
Operator, not Post Office Ltd;
2.9.3ensure that all Assistants comply with Post Office Ltd’s reasonable
instructions regarding standards of appearance, behaviour and skill;
2.9.4ensure that, unless otherwise agreed in writing with Post Office Ltd, all
Managers and Assistants shall wear career wear, when working in the
Branch.. All such career wear required by the Operator from time to
time during the Term shall be at the Operator’s own cost. All career
wear shall be obtainable by the Operator from Post Office Ltd or its
nominated supplier;
2.9.5 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 the Operator's cost;
2.9.6 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;
2.9.7immediately 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;
2.9.8 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 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;
2.9.9 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 in respect of the completion of the Compliance Training by the
relevant deadlines, Post Office Ltd may take such steps as it considers
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appropriate to ensure compliance with clause 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
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.
2.11 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.
2.12 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
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
3.1 The Operator shall:
3.1.1 operate the Branch in accordance with the System from the Start Date;
3.1.2act honestly at all times in the operation of the Branch. Any failure by
the Operator to comply with this clause 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
3.2 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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3.2.2 comply with all instructions given to it by Post Office Ltd with regard to
standards and quality in the operation of the Branch;
3.2.3 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;
3.2.4o0nly change the opening hours of the Basic Business or of the relevant
type of Counter Position 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;
3.2.5be aware of business opportunities presented by special events and
seasonal demand and will consider any request by Post Office Ltd to
temporarily increase the opening hours of the Combined Retail Counter
Position(s) at the Branch. Post Office Ltd shall provide any request to the
Operator in writing, using the method(s) deemed most appropriate by
Post Office Ltd, at least 4 weeks’ in advance;
3.2.6clearly 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 Dedicated Post
Office Counter Positions and the Combined Retail Counter Positions and
any other relevant information required by Post Office Ltd;
3.2.7 in respect of the Counter Positions:
(a) during the Minimum Hours for each type of Counter Position, the
Operator must ensure that there are always sufficient Assistants
at each type of Counter Position to ensure good Customer
service, taking into account the maximum queuing times referred
to in the Manual and any staffing plan or guidelines provided by
Post Office Ltd;
(b) subject always to the Operator's obligations at clause I3.2.7{a),
the Operator shall not be obliged to keep dedicated Assistant(s)
at the Dedicated Post Office Counter after 12:30pm on Saturdays.
However, the Dedicated Post Office Counter Position must in all
circumstances and at all times be indicated to Customers as
open Customers must not be prevented from queuing at or
being served at the Dedicated Post Office Counter by the
Operator or any Personnel and all Products and Services offered
at the Branch must be made available to Customers including
any which can only be offered from the Dedicated Post Office
Counter Position;
(c) not turn away any Customer from any Combined Retail Counter
Position unless the relevant Transaction can only be undertaken
at a Dedicated Post Office Counter Position due to the nature of
the Product or Service which the Customer requires;
(d) only operate one queue at each Combined Retail Counter
Position and will not ask Customers to queue separately;
3.2.8ensure that Customers can pay for other goods and services at the
same time as paying for Products and/or Services at the Combined
Retail Counter Position. The Operator may treat such transactions
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separately but the Customer does not need to queue again and does
not need to be dealt with by a different sales assistant;
3.2.9permit 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;
3.2.10 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.Linvolve Post Office Ltd in any debts;
3.3.2 represent itself as being Post Office Ltd or a partner of Post Office Ltd;
3.3.3 other than as required to provide the Products and Services, represent
itself 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 it as authorised to act
on behalf of Post Office Ltd or Post Office Group;
3.3.4make 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;
3.3.5 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:
3.4.1loffer 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 Combined Retail Counter Position and the Dedicated
Post Office Counter Position respectively. 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 in use at the relevant
Counter Position;
3.4.2 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;
3.4.3 order the Products in good time in accordance with the timescales and
guidelines provided by Post Office Ltd (including as set out in the
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Manual) sufficient to meet Customer demands for those Products from
the Branch only;
3.4.4not transfer or sell (either to itself 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;
3.4.5 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 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
3.5 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 Post Office Group breaching
any laws or regulations.
Recording, provision of information, accounting and settling
3.6 The Operator shall:
3.6.1record 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 13.1 to 13.3 (inclusive) and 14.4;
3.6.4provide Post Office Ltd with the information regarding the Basic
Business prescribed by the Manual, in particular paragraph 13.6;
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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;
3.6.6account 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. The Operator
acknowledges that it is expressly forbidden from making use of any
such amount due to Post Office Ltd for any purpose other than the
operation of the Branch and it must on no account apply to its own
private use, for however short a period, any portion of funds belonging
to Post Office Ltd entrusted to it. Any breach of this clause [3.6.6and/or
any misuse of Post Office Ltd cash by the Operator or its Personnel shall
be deemed to be a material breach of the Agreement which cannot be
remedied and may render the offender liable to prosecution;
3.6.7 immediately inform Post Office Ltd if the Operator:
(a) at any time intends to apply for authorisation, or does become
authorised, pursuant to the Financial Services and Markets Act
2000 (FSMA);
(b) to the extent that as of the Commencement Date it is authorised
pursuant to FSMA, seeks to, or does, vary or cancel the
permissions it holds pursuant to FSMA;
(c) at any time seeks appointment, or is appointed, as an appointed
representative or introducer appointed representative
pursuant to section 39 of FSMA; or
(d) at any time otherwise seeks to, or does, change its regulatory
status.
Security of Post Office Cash and Stock
3.7 The Operator shall:
3.7.Lcomply, as a minimum, with the standard of physical and procedural
security required by Post Office Ltd in the Manual. 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;
3.7.3not 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;
3.7.4immediately produce all Post Office Cash and Stock for inspection
whenever requested by Post Office Ltd.
Political Activities
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3.8 An Operator is free to take part in any national
and local political activities subject to the following conditions:
3.8.1it must not engage in or allow its 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;
3.8.2he must not allow any other person to engage in political activities
whilst on the Branch Premises;
3.8.3it 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 Post Office Group; and no leaflet or
address with a party or political object may be placed or left by the
Operator or anyone associated with it on, in or in the vicinity of the
Branch Premises.
3.9 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
4.1 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.
4.2 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.
4.3 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
5.1 Subject to the terms of the Agreement, Post
Office Ltd grants to the Operator a non-exclusive, non-transferable, revocable
licence to:
operate the System; and
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use the Licensed Materials,
solely for the purposes of operating the Branch and advertising it in
accordance with clauses I[6]and Tot this Part 2.
The Licensed Materials
6.1 The Operator shall:
6.1.lonly 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;
6.1.4not use any Licensed Materials in conjunction with any other marks or
names without the prior written consent of Post Office Ltd;
6.1.5 0n 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);
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 Post
Office 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 Post Office Group to
the Post Office Intellectual Property; and
6.1.9when 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.
6.2 The Operator shall not use the Trade Marks or
the Post Office Intellectual Property except:
6.2.1as 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).
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6.3 Post Office Ltd and Post Office 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 Post Office
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.
6.4 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.
6.5 No warranty express or implied is given by
Post Office Ltd with respect to the Post Office Intellectual Property or its
validity.
6.6 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.
6.7 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
71 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.
7.2 Subject to clause 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.
7.3 Except where an item of Licensed Materials is
also specified as an item of Post Office Ltd Funded Equipment in accordance
with the Agreement, and subject to any obligations relating to the
maintenance of such Post Office Ltd Funded Equipment pursuant to Part 4 of
these Standard Conditions, 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.
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7.4 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.
75 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 Post Office 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, Post Office Group or any Client of any element of the
Basic Business or any other business; or
8.1.2 may imply that Post Office Ltd, Post Office 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]
display any advertising in or around the Branch Pre
any illegal business or matter;
8.3.2any 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,
or which:
the Operator shall not
ises which relates to:
8.3.4does 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
8.3.6in the opinion of Post Office Ltd, might bring Post Office Ltd into
disrepute.
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9 Technology Licence
9.1 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.
9.2 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.
10 Data Protection
10.1 Terms and expressions used in this clause
shall have the meaning assigned to them in the DPA unless otherwise stated.
10.2 The Operator shall at all times comply (and
shall ensure that all Personnel at all times comply) with the DPA, the Privacy
and Electronic 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.
10.3 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.
10.4 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 it 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).
10.5 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.
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10.6 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 [LO}
10.7 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.
10.8 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.
10.9 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.
10.10 The Operator shall take all reasonable steps to
ensure the reliability of all Personnel who have access to any Personal Data.
10.11 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.
10.12 Notwithstanding references to Personnel in
this clause the Operator shall not sub-contract the processing of Personal
Data or allow any third party to process Personal Data.
10.13 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.
10.14 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.
10.15 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:
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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.
10.16 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
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 selfaudits 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:
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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 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.
11.6 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
1974 including all regulations made pursuant to Section 15 of that Act, the
Regulatory Reform (Fire Safety) Order 2005 and all other health and safety
legislation and regulations and any failure to comply will constitute a material
breach of the Agreement.
12 Confidentiality and contact with the media and public
12.1 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
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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:
12.1.1was_ 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;
12.1.2is already public knowledge or becomes so at a future date (otherwise
than as a result of a breach of this clause I12.1); or
12.1.3is 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 damage for disclosing
any information of a confidential nature belonging to the Operator in
accordance with the Freedom of Information Act 2000.
12.2 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.
12.3 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
Post Office Group or the Branch and which was placed on such website by or
on behalf of the Operator.
12.4 The Operator shall help Post Office 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.
12.5 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.
12.6 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.
12.7 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).
12.8 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.
12.9 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).
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12.10 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-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 its 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.
12.11 If the Operator wishes to communicate with
the media it 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 Post Office 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 such
statements are in accordance with the requirements of clauses Fenewe)
(22.11.3}
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.
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12.12 The Operator shall exercise particular care if
offering any spontaneous comment to the press, broadcasting reporters or
interviewers.
12.13 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;
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.
12.14 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
13.1 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
14.1 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
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14.1.3 damage to or destruction of the Branch
Premises or the fixtures and fittings at the Branch Premises.
14.2 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.
14.3 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.
14.4 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.
15 Suspension
15.1 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).
15.2 During the period of any suspension, whether under clause I15.1] or otherwise,
Post Office Ltd may:
15.2.1suspend payment of all sums due to the Operator under the
Agreement;
15.2.2appoint 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
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Operator in accordance with clause 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 Operator all or part of
such sums as have been suspended in accordance with clause I1
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 steps to enable Post Office Ltd to appoint
temporary substitutes as quickly as possible and to enable the temporary
substitutes and their staff to operate the Branch (including by allowing the
temporary substitutes and their staff access to the Branch Premises and the
use of the facilities and equipment at the Branch Premises for the purpose of
operating the Branch) during the period of suspension. Post Office Ltd shall
pay a fee to the Operator for each day on which the temporary substitute
operates the Branch (Substitute Period). The fee will be calculated by
dividing the total Fees earned in the last 12 calendar months prior to the start
of the Substitute Period by 365 days (or where the Agreement is less than 12
months old, by the number of days in the calendar months from the Start
Date to the date immediately prior to the beginning of the Substitute Period)
and by dividing the resulting amount by 5. This fee shall be paid by Post Office
Ltd to the Operator monthly in arrears or by deduction from any amount owed
by the Operator to Post Office Ltd. The Operator will not charge the temporary
substitute appointed by Post Office Ltd, or his staff, any fee or cost in relation
to the operation of the Branch pursuant to clauses I15.2}and
Termination
16.1 Following the Commencement Date the
Agreement will continue until:
16.1.1 either Party gives to the other not less than 12
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:
16.2.1commits 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;
16.2.2fails 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;
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16.2.3ceases to operate the Basic Business;
16.2.4prior to entering into the Agreement, provided Post Office Ltd with any
false or misleading information or omits any material fact;
16.2.5is a company and an Insolvency Event occurs in respect of the
Operator or its Parent Company;
16.2.6is a single 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;
16.2.7is 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;
16.2.8is a partnership and the partnership is dissolved;
16.2.9o0r its Parent Company (where the Operator is a company) 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 or its Parent Company
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 any Manager or 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 Post Office
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;
16.2.16 fails to pay any sum due to Post Office Ltd
under the Agreement by the due date;
16.2.17 fails to inform Post Office Ltd in accordance
with its obligations to do so in clause 3.6.7 of this Part 2; or
16.2.18 notifies Post Office Ltd in accordance with
clause 3.6.7 and within a reasonable period after receipt of such
notification Post Office Ltd decides, at its absolute discretion, that any
actual or proposed change in the Operator's regulatory status is not
acceptable to it.
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16.3 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.
16.4 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.
16.5 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.
17. Consequences of Termination
17.1 If notice to terminate the Agreement is provided by Post Office Ltd in
accordance with clause 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.
17.2 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.
17.3 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.
17.4 Immediately upon the termination of the Agreement, the Operator shall,
subject to any agreement between Post Office Ltd and the Operator pursuant
to clause
17.4.1 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 at its 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):
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(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
(c) 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, any 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 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;
17.4.4 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;
17.4.5 at its 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
17.4.6 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 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 12 months’ notice in accordance with clause [16.1] of this Part 2 or by Post
Office Ltd in accordance with clause I16.2)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
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(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:
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.
17.8 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).
17.9 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.
17.10 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.
17.11 The Operator acknowledges that it shall not be entitled to receive any
compensation or other sums in the event of the termination or suspension of
the Agreement.
18 Step-in
18.1 Upon termination of the Agreement by Post
Office Ltd due to the Operator’s default, Post Office Ltd and/or its agents
and/or contractors shall, in order to provide continuity of services to
Customers, have the right immediately and for a period (the Step-in Period)
not exceeding twelve months from the date of termination, be permitted to
occupy all parts of the Branch Premises as were at the time of termination
used by the Operator for and/or are reasonably necessary for the purposes of
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operating the Branch. Post Office Ltd shall during the Step-in Period
endeavour to find suitable alternative premises from which to operate a Post
Office branch providing it is reasonable and practicable in the circumstances
for it to do so. The Operator shall fully co-operate with Post Office Ltd and
hereby irrevocably authorises Post Office Ltd to enter into possession of and
use the Branch Premises and all of the facilities at the Branch Premises as
were at the time of termination used by the Operator for and/or are
reasonably necessary for the purposes of operating the Branch. The Operator
will fully co-operate with Post Office Ltd and, subject to clause will not
levy any charges on (i) Post Office Ltd; (ii) any temporary substitute operator
appointed by Post Office Ltd; (iii) any staff of such substitute operator, for any
facilities or services of any nature whatsoever which it may provide or make
available to Post Office Ltd under this clause or otherwise.
18.2 Post Office Ltd shall pay a fee to the Operator
for each day of the Step-in Period. The fee will be calculated by dividing the
total Fees earned in the last 12 calendar months prior to the start of the Step-
in Period by 365 days (or where the Agreement is less than 12 months old, by
the number of days in the calendar months from the Start Date to the date
immediately prior to the beginning of the Step-in Period) and by dividing the
resulting amount by 5. This fee shall be paid by Post Office Ltd to the Operator
monthly in arrears. Payment may be made by Post Office Ltd deducting this
fee from money due from the Operator, in accordance with clause of Part
3 of these Standard Conditions.
19 ‘Bribery Act 2010
19.1 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:
19.1.1 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;
19.1.2 not do anything which would constitute an
offence under the Bribery Act 2010 if it had been done in the UK;
19.1.3 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.
19.2 Any breach of this clause by the Operator shall be deemed a material
breach_of the Agreement which cannot be remedied for the purposes of
clause [16.2.1
19.3 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.
20 No transfer of the Agreement
20.1 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
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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
21.1 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.
21.2 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 of this Part 2, terminate the Agreement by
giving 6 months’ written notice to Post Office Ltd within 1 month of receipt of
a Notice to Amend.
Notices
22.1 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:
22.1.1 in the case of Post Office Ltd, Contracts Admin
Team, Post Office Ltd, 120 Bark Street, Bolton, BL1 2AX;
22.1.2 in the case of the Operator, the address for
the Operator specified in the Preface,
or such other address as the relevant Party may have notified to the other in
writing.
Choice of Law and Jurisdiction
23.1 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
24.1 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.
24.2 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.
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24.3 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.
24.4 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:
24.4.1 the Conditions of Appointment;
24.4.2 the Standard Conditions; and
24.4.3 the Manual.
24.5 If there is any inconsistency between:
24.5.1 the Agreement; and
24.5.2 any amendment to the Manual after the
Commencement Date,
then such amendment shall prevail.
24.6 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.
24.7 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 unenforceability will not affect the application of the remaining
obligations in the Agreement.
25 ‘Interpretation
25.1 In the Agreement unless the context requires otherwise:
25.1.1 words denoting the singular include the plural
and vice versa and words denoting any gender include every gender;
25.1.2 references to a person include any corporate
or unincorporated body;
25.1.3 the headings in the Agreement do not affect
its interpretation;
25.1.4 the terms including, include, in particular
or any similar expression shall be construed as illustrative and not
limiting;
25.1.5 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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PART 3 - FINANCIAL DETAILS
Works, Equipment and Funding
1.1 The Operator shall be solely responsible for
the cost of the Operator Funded Equipment and the Fit Out Works with no
contribution or reimbursement from Post Office Ltd.
1.2 The Operator shall be responsible for
arranging the Operator Arranged Equipment and the Operator Arranged Works
and for ensuring that the Operator Arranged Works are carried out, and the
Operator Funded Equipment is obtained and installed, in accordance with the
Agreement, and in particular entering into contract with the relevant suppliers
and contractors for the supply and installation of the Operator Arranged
Equipment and the carrying out of the Operator Arranged Works and making
payment directly to such suppliers and contractors.
1.3 Post Office Ltd shall be solely responsible for
the cost of the Post Office Ltd Funded Equipment with no contribution or
reimbursement from the Operator and for ensuring that the Post Office Ltd
Funded Equipment is obtained and installed in the Branch Premises in
accordance with the Agreement.
1.4 Post Office Ltd shall be responsible — for
arranging the Post Office Ltd Arranged Equipment and any Post Office Ltd
Arranged Works and for ensuring that they are carried out or obtained in
accordance with the Agreement, and in particular, entering into contracts with
the relevant suppliers and contractors for the supply and installation of the
Post Office Ltd Arranged Equipment and any Post Office Ltd Arranged Works
and making payment directly to such suppliers and contractors engaged by
Post Office Ltd.
1.5 In relation to the Operator Arranged
Equipment and/or the Operator Arranged Works, the Operator will:
1.5.1 prior to the Commencement Date, have obtained, in accordance with
the instructions and format prescribed by Post Office Ltd (including as
to the number of quotes that the Operator is required to provide),
quotes for each item or part of the Operator Arranged Equipment, for
Post Office Ltd to review and approve. For the avoidance of doubt:
(a) Post Office Ltd's approval of a quote is not an approval of the
relevant supplier or contractor or its work;
(b) the Operator shall only engage a contractor or contract with a
supplier in relation to whom it has provided a quote to Post
Office Ltd in accordance with this clause 1.5;
1.5.2 having received from Post Office Ltd, in writing, approval of the
relevant quotes and/or confirmation of the amount which Post Office
Ltd is willing to approve for the Operator Arranged Equipment, and
subject to any obligations in relation to the start of the Operator
Arranged Equipment in the Preface, enter into contracts with the
relevant suppliers and contractors for the supply of the Operator
Arranged Equipment;
1.5.3 ensure that the installation and set up of all of the Operator Arranged
Equipment and all Operator Arranged Works are completed with
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reasonable care and skill by reputable, competent suppliers and
contractors which hold all necessary qualifications, registrations,
accreditations and certificates in order to be able to install the
Operator Arranged Equipment and/or carry out the Operator Arranged
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;
1.5.4 notwithstanding any other provision of the Agreement including in
either Appendix 1 or 2 of the Preface, at Post Office Ltd’s request, the
Operator shall engage Post Office Ltd’s preferred suppliers or
contractors to undertake any part of the supply and installation of the
Operator Arranged Equipment and/or the Operator Arranged Works;
and
1.5.5 pay the relevant suppliers and contractors directly for their work.
1.6 The Operator shall reimburse Post Office Ltd
for the costs of obtaining and installing all Post Office Ltd Arrange
Equipment. Such costs shall be notified to the Operator at the time ¢
and shall be payable by the Operator to Post Office Ltd within 7 day
of receipt of an invoice.
1.7 Subject to the Operator complying with its
obligations in clause [1.1] and to clause [1.6] of this Part 3, Post Office Ltd shall
reimburse the costs actually incurred by the Operator in respect of the
Operator Arranged Equipment (if any)provided that:
1.7.1 at the time of seeking reimbursement from Post Office Ltd, the
Operator must provide Post Office Ltd with a valid VAT invoice from
each of the Operator’s contractors and suppliers, identifying a
breakdown of the work or equipment, together with evidence
acceptable to Post Office Ltd that the Operator has paid such invoices;
and
1.7.2 Post Office Ltd is satisfied that the installation of the Operator
Arranged Equipment has 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.
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.
2.2 The Operator acknowledges that it shall not be
entitled to receive any compensation or other sums in the event of any
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variation to the Fees Booklet (and the Products, Services and Fees referred to
in it).
2.3 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:
2.3.1sales 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
2.3.2(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 I2 of this
Part 3) in the Branch, and do not refer merely to any introduction of
Customers to the Direct Sale Product or Service made by the Operator or its
Assistants in the Branch.
2.4 Provided that the Operator complies with the
Agreement, Post Office Ltd will pay the Operator the Fees as follows:
2.4.1the 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;
2.4.2the 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.
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).
2.5 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 shall be
ulated on a “per Transaction” basis in accordance with clauses I2
of this Part 3 and in accordance with the Fees Booklet.
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2.6 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 Payments made
by Post Office Ltd to the Operator under clause 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.
2.7 If the Operator is an individual who is treated
by HMRC as an "office holder" for tax purposes, the Fees and other payments
due to the Operator shall be subject to PAYE, national insurance contributions
and any other applicable taxes (together the Taxes), which Post Office Ltd
shall deduct as required by law. Post Office Ltd shall periodically provide the
Operator with the details of the Fees and other payments due to the Operator
and the Taxes deducted by Post Office Ltd.
2.8 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.
2.9 Where the Operator is registered for VAT, the
Fees are exclusive of any VAT (which shall be payable by Post Office Ltd in
addition where applicable).
2.10 Unless the Fees are subject to the Taxes, 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:
2.10.1 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;
2.10.2 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;
2.10.3 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;
2.10.4 the self-billing arrangement will continue until
the termination of the Agreement;
2.10.5 Post Office Ltd will inform the Operator if the
issue of self-billing invoices is to be outsourced to a third party;
2.10.6 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, changes its VAT registration number,
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becomes VAT registered, ceases to be VAT registered, or sells the Basic
Business or part of the Basic Business;
2.10.7 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
3.1 The cost of the initial training referred to in
clauses and 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.
[Not used]
Repayment of Set Up Costs
If the Agreement is terminated at any time prior to, or within three years of
the Start Date, then unless:
5.1.1the terminati f the Agreement was by Post Office Ltd in accordance
with clause I16 of Part 2; or
5.1.2a New Operator is appointed by Post Office Ltd at the Branch Premises,
the Operator shall, on demand, pay to Post Office Ltd a proportion of the Set
Up Costs incurred by Post Office Ltd in respect of the Agreement.
For the purposes of this clause 5, Set Up Costs means the costs of obtaining
and installing the Post Office Ltd Funded Equipment, the Operator Arranged
Equipment (if any) and any other investment made by Post Office Ltd in the
Branch and Equipment 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 I5.1} 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 third anniversary of the Start Date bears to 1095 days,
but in any event the pro-rated amount to be paid by the Operator shall not be
more than £2,000 plus the costs of obtaining and installing the Post Office Ltd
Funded Equipment. 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. For the avoidance of doubt, where the Agreement is terminated prior to
the Start Date, or prior to Post Office Ltd notifying the Operator of the Start
Date in accordance with the Preface, the Operator shall repay any Set Up
Costs to Post Office Ltd in full.
Restriction on requesting a model review
The Operator may not request a model review of the Branch to assess the
potential for conversion to a Local Post Office Branch within 1 year of the Start
Date.
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7 Recovery of sums due
7.1 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.
PART 4 - EQUIPMENT FOR A MAIN 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 and whether (in the absence of a written notice from Post Office Ltd to
the contrary) an item of Equipment is to be returned or delivered up to Post Office
Ltd or at its direction to a New Operator or Post Office Ltd’s supplier on the
termination of the Agreement is summarised in Appendix 2 to the Preface.
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 responsible for the cost of supplying and maintaining any such
additional items of Equipment.
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.
Where 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.
The Operator shall:
6.1 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
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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.
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) one or more paystation™ terminals for use in conducting
Transactions, and/or additional terminals or self-service equipment (together
referred to as the PO Terminals). 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.
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 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.
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.
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.
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.
Approval of fixtures and fittings and equipment
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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.
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.
Liens etc.
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.
PART 5 - MANUAL FOR A MAIN BRANCH
1.1 The following list includes the manuals, guidelines and instructions which
currently come under the definition of “Manual”:
- Main 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
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- 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.
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.
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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.
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.
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.
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
, aS amended by Post Office Ltd from time to time in accordance with
clause 1.8 of this Part 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;
(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
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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;
(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.
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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.
1.10 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.
1.11 The Operator may apply for a waiver from the non-compete restrictions in
clause 1.6 of this IP. . 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.
1.12The 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.
1.13The Operator must not engage Post Office 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 Post Office Group
duties.
1.14 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.
C. The Operator warrants and represents that on and from the Commencement
Date, it shall have no contractual or other obligations to any third party which would
or may be breached by entering into and/or performing any of its obligations under
this Part 6. As a condition of this Agreement, the Operator undertakes to ensure that
the warranties and representations in this section C are and shall remain true
throughout the Term.
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 Arranged Equipment (if any) and
the Operator Arranged Works shall be:
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1.1.1synchronised in accordance with the timetable for all of the Post
Office Ltd Arranged Works (if any) and the installation of the Post
Office Ltd Funded Equipment and any Post Office Ltd Arranged
Equipment at the Branch Premises agreed between the Parties; and
1.1.2 completed in accordance with the requirements of Appendix 1 and
Appendix 2 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
and Post Office Ltd incurs additional costs as a result, the Operator
burse Post Office Ltd on demand for those additional costs.
1.2 In respect of any Fit Out Works carried out at the Branch Premises (whether
arranged by Post Office Ltd or the Operator) and the installation of any
Equipment, the Operator shall:
1.2.1be 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;
1.2.2 permit access to any contractors appointed by Post Office Ltd or
the Operator for the purposes of carrying out the Fit Out Works
and/or the installation and set up of any Equipment and to enable
such Fit Out Works and/or the installation and set up of any
Equipment to be completed in time before the Start Date;
1.2.3ensure that, at the time Post Office Ltd’s contractors attend the
Branch Premises to install and set up any Post Office Ltd Funded
Equipment and Post Office Ltd Arranged Equipment and/or carry
out any Post Office Ltd Arranged 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);
1.2.4.without limiting the generality of clause [1.2.3] of this Part 7, ensure
that such Fit Out Works and/or the installation and set up of any
Equipment comply with applicable obligations under the EA and the
Equality Policy; and
1.2.5 check the Fit Out Works whilst they are being performed and once
they are completed and the installation and set up of any
Equipment for any defects which are obvious from a reasonable
inspection. If the Operator identifies defects in the Fit Out Works
and/or in the installation and set up of any Equipment which were
carried out by:
(a) Post Office Ltd's supplier or contractor, the Operator shall promptly
notify Post Office Ltd or its nominated representative and will
provide details of the defect; or
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(b) the Operator's supplier or contractor, the Operator shall notify its
supplier or contractor and arrange for the defect to be rectified.
1.3 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 Arranged Works and/or the installation and
set up of any Post Office Ltd Funded Equipment and/or Post Office Ltd
Arranged Equipment at the Branch Premises.
1.4 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 [1.4] where the other
Party or its contractors, employees or agents was the cause of the delay.
1.5 Post Office Ltd shall not be liable for the acts or omissions (including
negligence) of:
1.5.1the contractors engaged by the Operator (including any contractors
suggested or approved by Post Office Ltd); nor
1.5.2the 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.
1.6 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
2.1 The Operator shall at its own cost and
expense:
2.1.loperate the Branch from the Counter Positions and such other area(s)
within the Branch Premises in the locations shown on the plan in
Appendix 1 of the Preface including but not limited to the Dedicated
Post Office Area or in the absence of a plan as described in Appendix 1
of the Preface;
2.1.2without prejudice to the Operator’s obligations to comply with the EA
and other applicable legislation, provide and maintain a Dedicated Post
Office Area together with such additional 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 both behind and in front of the
area of the counter used for the Branch) or as may be required by Post
Office Ltd;
2.1.3allow 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;
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2.1.4 if required by Post Office Ltd, provide reasonable space at the Branch
Premises suitable for a post box;
2.1.5at 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;
2.1.6promptly 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
Main 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
and that the Combined Retail Counter Position is not closed at any time
when the Basic Business is open;
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 Branch 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 residential
accommodation or if at any time it becomes vacant, the Operator shall
immediately notify Post Office Ltd in writing.
Where the Preface contains the Precondition the Operator must, from the date
specified in clause 1.1 of that Precondition, and for the duration of the Term,
maintain a Valid Property Interest in the Branch Premises. Where the Preface
does not contain the Precondition, the obligation on the Operator to maintain
the Valid Property Interest shall be with effect from the Commencement Date
and for the duration of the Term. Any breach of this obligation shall be a
material breach of the Agreement for the purposes of clause of Part 2
of these Standard Conditions.
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