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POST OFFICE LIMITED
STANDARD CONDITIONS FOR THE OPERATION OF A LOCAL POST OFFICE® BRANCH (ON SITE
POST OFFICE LIMITED CASH)
These Standard Conditions form part of the Local Post Office Agreement and contain the following
Parts:
PART 1 - DEFINITIONS USED IN THE AGREEMENT
PART 2 - OPERATING A LOCAL BRANCH
PART 3 - FINANCIAL DETAILS
PART 4 - EQUIPMENT FOR A LOCAL BRANCH
PART 5 ~- MANUAL FOR A LOCAL BRANCH
PART 6 - 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
11. In addition to the terms defined in the Preface, the words below have the meanings next to
them unless the context requires otherwise:
Accounting Periods 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
Agreement the Local Post Office® Agreement between Post Office Ltd and the Operator
relating to the Branch and consisting of the documents listed in the Preface, as
each of them may be amended by Post Office Ltd from time to time in
accordance with these Standard Conditions
Assistant a person employed by the Operator who is approved by Post Office Ltd. in
accordance with the Manual to work in the Branch
Basic Business the type of business carried on by the Operator on its own account from the
Branch Premises
Branch the Post Office Local branch operated by the Operator from the Branch
Premises including the provision of the Products and Services by the Operator
on behalf of Post Office Ltd and all associated Post Office related activities
Branch Premises the premises specified in the Preface from which the Branch and the Basic
Business are operated
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Client any person on whose behalf Services and/or Products are supplied by Post
Office Ltd through the Network
Compliance Training 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
Conditions of the conditions of appointment applicable to the Operator set out in Appendix 3
Appointment to the Preface
Confidential Information — 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
Customer a customer of the Branch and/or of Post Office Ltd
DPA the Data Protection Act 1998
Equality Policy Post Office Ltd's equality and accessibility policy communicated by Post Office
Ltd to the Operator from time to time, either in the form of general guidance or
instructions to all operators (including the Accessibility Guide), or specific
guidance or instructions notified to the Operator and in the case of any conflict
the specific guidance or instructions will take precedence
Equipment Post Office Ltd Funded Equipment and Operator Funded Equipment
Existing Contract a contract currently in place between Post Office Ltd and the Operator (or, as
appropriate, a shareholder and/or a director of the Operator) for the operation
of a Post Office branch at the Branch Premises
Fees 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
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
Fit Out Works the Post Office Ltd Funded Works and the Operator Funded Works as described
in Appendix 1 to the Preface
Intellectual Property all patents, copyrights, design rights, trade marks, goodwill, trade secrets,
know-how, database rights, moral rights and other rights in the nature of
intellectual property rights (whether registered or unregistered) and all
applications for the same, anywhere in the world
Investment Amount the sums to be paid by Post Office Ltd for the Post Office Ltd Funded Works in
accordance with clause 10.2 of the Preface and Part 3 of these Standard
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Conditions
Last Day the day immediately preceding the Start Date I
Licensed Materials 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
Manager the Operator himself (where the Operator is an individual) or (where the
Operator is a company or partnership) a shareholder, director or partner of the
Operator (who is also an Assistant) or an Assistant appointed by the Operator
to act as manager of the Branch
Manual the manuals and other documents referred to in Part 5 of these Standard
Conditions
Minimum Hours the minimum hours for the operation of the Branch specified in the Preface,
including on any public or statutory holidays on which the Basic Business is
open to the public
Network the network of Post Office® branches within the United Kingdom operated or
controlled by Post Office Ltd
New Operator 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
Notice to Amend 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)
Official Information all information and data:
(a) relating to the System and the processes, operational procedures and
rules of Post Office Ltd;
(b) relating to Clients and/or Customers and their transactions, including
information relating to a named individual; and/ or
(c) of a financial nature in relation to the Branch, Post Office Ltd, its business
or Royal Mail Group or its business
Operator Funded the equipment which is indicated in Appendix 2 of the Preface (as varied or
Equipment amended by any Notice to Amend) as being paid for by the Operator, together
with any other items provided by the Operator at its discretion, and which
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Operator Funded Works
Parties
Personal Data
Personnel
Post Office Cash and
Stock
Post Office Intellectual
Property
Post Office Ltd Funded
Equipment
Post Office Ltd Funded
Works
Preface
Products
Royal Mail Group
Services
Staff Liabilities
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consequently belongs to the Operator
the works, being works to the Branch Premises to accommodate the Post
Office Local facility, which are indicated in Appendix 1 of the Preface as being
paid for by the Operator
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
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 paid for by Post Office Ltd,
together with any other items provided by Post Office Ltd at its discretion by it,
or on its behalf, to the Operator, and which consequently belongs to Post Office
Ltd or its supplier
the works, being the enabling works to the Branch Premises to accommodate
the Post Office Local facility, which are indicated in Appendix 1 of the Preface
as being paid for by Post Office Ltd
the preface that forms part of the Agreement
the products listed in the Fees Booklet referred to in Part 3, as varied from
time to time by Post Office Ltd in accordance with that Part
the group of companies comprised of Royal Mail Group Limited, its holding
companies and its and their subsidiaries and associated undertakings. The terms
holding company and subsidiary shall have the meanings given to them in section
1159 of the Companies Act 2006
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
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of his employment including any contractual entitlements to salary, wages or
other emoluments, any employer's national insurance contributions, pay-as-
you-earn tax deductions, pension contributions or payments, any
reimbursement of employee expenses and any settlements, awards, costs or
penalties arising in connection with any dispute between him (or trades union
representing him) and his employer
System 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
Term the duration of the Agreement
Trade Marks the registered and unregistered trade marks and service marks which are used
in connection with Post Office Ltd's business and any trade marks, trade names
{including the Trade Name) and service marks that are or will be owned by
Post Office Ltd or Royal Mail Group at any time during the operation of the
Agreement
Trade Name means “Post Office”
Transaction each supply of a Product or Service to a Customer in the Branch
Transition Payment the payment to be made by Post Office Ltd to the Operator, as referred to in
clause 7 of the Preface and Part 3 of these Standard Conditions
VAT value added tax as provided for in the Value Added Tax Act 1994
Valid Property Interest a valid and marketable title to the Branch Premises or a valid tenancy of the
Branch Premises giving the Operator exclusive control of the whole of the
Branch Premises (including its access and provision of utilities and services) on
an exclusive occupancy basis for a term of at least 12 months from the Start
Date and which is terminable on or after such 12 months on not less than 6
months’ notice
Working Day a day other than a Saturday or Sunday or other public or statutory holiday in
England and Wales
PART 2 - OPERATING A LOCAL BRANCH
1 The Operator and the Branch
11° 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.
1.3. The National Federation of Subpostmasters (the NFSP) is an independent members
organisation supporting operators of Post Office branches across the UK and is solely
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acknowledged by Post Office Ltd as a representative body of operators. The NFSP is the only
body with which Post Office Ltd will seek to discuss and consult on matters affecting operators,
subject to any legal, regulatory or political obligations. Such discussions will take place within
the existing and developing relationship framework.
For clarity, the Operator is permitted to provide the Products and Services from the Branch
Premises but not from any other location (unless otherwise agreed in advance in writing
between the Parties).
The Operator shall open the Branch to Customers during at least the Minimum Hours.
Post Office Ltd shall provide:
1.641 a helpline to enable the Operator to consult with Post Office Ltd about running the
Branch (details of the helpline are contained within the Manual);
1.6.2 the Operator with stocks of Products and documentation to use in the Branch.
Post Office Ltd has the right to enter into contracts or arrangements with Clients for the
handling of Products or the supply of Services by the Network (including the Branch) on such
terms as Post Office Ltd considers fit. Post Office Ltd retains the discretion as to where within
the Network particular products and services are offered.
Where the Operator is a partnership, each partner shall be jointly and severally responsible for
the performance or non-performance of the Operator's obligations in the Agreement.
The Operator shall notify Post Office Ltd of any changes to the nature of the Basic Business
(including through the addition of any new category of business), and Post Office Ltd may
terminate the Agreement on not less than 1 months’ notice, or immediately, if Post Office Ltd
reasonably regards such change as bringing Post Office Ltd and/or the Branch and/or its
business into disrepute.
Assistants and Training
The Operator shall ensure at all times that only Assistants have any access to or involvement
with the Branch and Post Office Ltd’s information systems, but this shall not restrict any access
by Post Office Ltd and/or its authorised representatives to the Branch and Post Office Ltd's
information systems.
The Operator shall comply with the Manual regarding obtaining Post Office Ltd's approval of
prospective Assistants and shall also cooperate fully in any ongoing periodic checks of
Assistants required by Post Office Ltd during the Term.
Where Post Office Ltd considers it necessary, it shall initially train the first Manager and such
number of Assistants as Post Office Ltd shall determine, in the operation of the System at the
Branch.
The Operator shall ensure that the first Manager cascades the training to all other Assistants
and to any replacement Manager in order to ensure that all subsequent Managers and all other
Assistants receive sufficient initial training from properly trained Managers.
Post Office Ltd may require the Manager and/or the Assistants to undertake further training at
any reasonable location and time during the Term if Post Office Ltd:
2.5.1 reasonably considers such training to be essential; or
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2.5.2 wishes to train them in new and improved techniques which have been devised and
which the Operator will be required to use in operating the System.
The Operator shall ensure that Managers and Assistants attend the training provided by Post
Office Ltd under clauses 2.3 and 2.5.
Any failure by the Operator to comply with its obligations pursuant to this clause 2 shall be
deemed to be a material breach of the Agreement and any failure by the Operator to comply
with clause 2.2 only shall be deemed to be a material breach of the Agreement which cannot
be remedied.
The Operator shall be responsible for the costs of the Manager and/or Assistants attending the
training referred to in clauses 2.3 and 2.5 (including, as appropriate, salary, travel,
accommodation and subsistence), but the cost of delivering the training shall be met by Post
Office Ltd.
The Operator shall:
2.9.1 ensure that there is always a trained Manager and/or sufficient trained and
experienced Assistants to operate the Branch to the standards required by Post
Office Ltd and to meet the demand for the Products and Services;
2.9.2 ensure that all Assistants understand that they are employees of the Operator, not
Post Office Ltd;
2.9.3 ensure that all Assistants comply with Post Office Ltd’s reasonable instructions
regarding standards of appearance, behaviour and skill;
29,4 ensure that all Managers and Assistants wear identification badges, as supplied by
Post Office Ltd, when working in the Branch. Such identification badges shall be
obtainable from Post Office Ltd or its nominated supplier at Post Office Ltd's cost;
2.9.5 itself provide, and procure from all its Personnel an undertaking, in the form specified
or referred to in the Manual, not to use or disclose to any third party any Official
Information or Personal Data which they may acquire. The Operator shall provide all
Personnel with a copy of their undertaking as a reminder of the obligations contained
in it. The Operator shall take such steps at its own expense as Post Office Ltd may
require in order to enforce this undertaking and/or to restrain any breach of it;
2.9.6 immediately notify Post Office Ltd of any request made to the Operator, an Assistant
or any other Personnel by any person for information which may be confidential
{including any Official Information and/or Personal Data) or any request for
information under the Freedom of Information Act 2000 relating to the Branch, Post
Office Ltd, the Agreement or any related matter and shall not comply with such a
request until it has obtained Post Office Ltd’s written consent to the disclosure;
2.9.7 if there is any allegation or evidence of fraud or dishonest conduct or criminal activity
on the part of the Operator, the Manager, the Assistants, any Customers or any other
person, including any practice undertaken by the Operator (or any Assistant) with a
view to artificially inflating the Fees (as referred to in clause 10.4 of Part 3), the
Operator shall immediately notify Post Office Ltd and co-operate fully with any
investigation which may be made by Post Office Ltd's Investigation Division, the police
and/or any investigator appointed by any Client;
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2.9.8 properly complete, and ensure that the Assistants properly complete, any Compliance
Training required by Post Office Ltd by the deadline(s) notified by Post Office Ltd.
2.10 Where the Operator has failed to comply with clause 2.9.8 in respect of the completion of the
Compliance Training by the relevant deadlines, Post Office Ltd may take such steps as it
considers appropriate to ensure compliance with clause 2.9.8 by the Operator, including:
2.10.1 sending reminder letter(s) or other appropriate communications to the Operator,
and/or the Branch /outreach service;
2.10.2 making a reminder phone call to the Operator, and/or the Branch /outreach service;
and/or
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 2.10 and 2.11, including the costs and
expenses of travel, staff time and overnight accommodation where required. In all cases, these
costs and expenses may either be deducted from the Fees due to the Operator under the
Agreement or Post Office Ltd may invoice the Operator for them. Invoices must be paid within
14 days of receipt.
3 Operational Requirements
System
3.14. The Operator shall:
3.44 operate the Branch in accordance with the System from the Start Date;
3.1.2 act honestly at all times in the operation of the Branch. Any failure by the Operator to
comply with this clause 3.1.2 shall be deemed to be a material breach of the
Agreement which cannot be remedied;
3.1.3 not do anything, whether in the operation of the Branch or otherwise, which may
bring the System or Post Office Ltd into disrepute or which may damage the interests
of Post Office Ltd or the Network. Any failure by the Operator to comply with this
clause 3.1.3 shall be deemed to be a material breach of the Agreement;
3.14 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:
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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;
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;
3.2.4 only change the opening hours to be less than the Minimum Hours with the prior
written consent of Post Office Ltd. Post Office Ltd's consent may be subject to such
conditions as Post Office Ltd may determine;
3.2.5 clearly and prominently display in the window of and elsewhere in the Branch
Premises, in the form approved (or provided) by Post Office Ltd, up to date notices
indicating the opening hours of the Branch, the Products and Services available, the
location of the Post Office® counter and any other relevant information required by
Post Office Ltd;
3.2.6 ensure that Customers can pay for other goods and services at the same.time as
paying for the Products and/or Services. The Operator may treat such transactions
separately but the Customer does not need to queue again and does not need to be
dealt with by a different sales assistant;
3.2.7 permit Post Office Ltd to speak and/or write to Customers about the services being
provided by the Operator so as to ensure that the standards associated with the
System are being achieved and maintained;
3.2.8 use only such stationery and other documentation in its dealings with third parties in
connection with the Branch as Post Office Ltd shall provide or approve.
Limit of Operator's Role
3.3. The Operator shall not:
3.3.1 involve Post Office Ltd in any debts;
3.3.2 represent himself 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 himself as
being an agent of Post Office Ltd or permit any person connected with the Operator
to represent the Operator in such a way that others dealing with the Operator may
regard him as authorised to act on behalf of Post Office Ltd or Royal Mail Group;
3.3.4 make any representation or submission regarding any Product or Service and/or the
Branch to HMRC or any Government authority or body, other than as may be
required by law. The Operator shall notify Post Office Ltd in advance of any such
requirement;
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
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3.4 The Operator shall:
3.4.1 offer for sale or provide in the Branch all those Products and Services that the
Operator is authorised by Post Office Ltd to sell or provide, but no more than those
Products and Services which it is authorised to sell or provide at the Branch. The
Products and Services that the Operator is authorised to sell or provide shall be those
for which a relevant icon is visible on the Horizon system;
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 Manual) sufficient to meet
Customer demands for those Products from the Branch only;
3.4.4 not transfer or sell (either to himself or to any third party) any Product for
subsequent resale in any retail outlet belonging to or operated by either the Operator
or by any business or company connected with the Operator or by any person on
behalf of the Operator or such a business or company. Post Office Ltd will deduct
from future payments to the Operator any fee or remuneration paid by Post Office
Ltd in respect of such prohibited sales or transfers;
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 Royal Mail Group breaching any laws or regulations.
Recording, provision of information, accounting and settling
3.6 The Operator shall:
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3.6.1 record such data and information relating to the Branch as Post Office Ltd may
require;
3.6.2 at the request of Post Office Ltd, promptly provide either Post Office Ltd or any third
party with such information and data as Post Office Ltd may reasonably require;
3.6.3 maintain an accounting system, prepare, sign and maintain financial statements and
accounts, record Transactions and maintain all records in accordance with the
provisions contained in the Manual, in particular paragraphs 9.2 to 9.4 (inclusive);
3.6.4 provide Post Office Ltd with the information regarding the Basic Business prescribed
by the Manual, in particular paragraph 10.2;
3.6.5 permit Post Office Ltd (or its nominee) at any time during business hours to inspect
and take copies of all records (including any accounts) relating to the Branch;
3.6.6 account for and remit to Post Office Ltd all monies collected from Customers in
connection with Transactions in accordance with the Manual. Any cash which Post
Office Ltd provides to the Operator or which the Operator collects as a result of
Transactions does not belong to the Operator and shall be held by the Operator (at
the Operator’s risk) on behalf of, and in trust for, Post Office Ltd and the Clients. Any
such cash shall not form part of the assets of the Operator. 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 3.6.6 and/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.
Security of Post Office Cash and Stock
3.7. The Operator shall:
371 comply, 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;
3.7.3 not hold any cash or currency at the Branch Premises (whether such cash or
currency is a Product or otherwise) in excess of the limits notified to the Operator by
Post Office Ltd from time to time;
3.7.4 immediately produce all Post Office Cash and Stock for inspection whenever
requested by Post Office Ltd.
Political Activities
3.8 An Operator is free to take part in any national and local political activities subject to the
following conditions:
3.8.1 he must not engage in or allow his Personnel to engage in political activities
(including wearing symbols or badges associated with a political party or cause) whilst
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operating or working in the Branch or the Basic Business, or whilst on or in the
vicinity of the Branch Premises;
3.8.2 he must not allow any other person to engage in political activities whilst on the
Branch Premises;
3.8.3 he must not exhibit any notice soliciting votes for any particular candidate or with any
party or political object either in, on or in the vicinity of the Branch Premises or on
any vehicle under the control of Post Office Ltd or any member of the Royal Mail
Group; and no leaflet or address with a party or political object may be placed or left
by the Operator or anyone associated with him on, in or in the vicinity of the Branch
Premises.
An Operator who is an individual and who intends to stand for Parliament must notify Post
Office Ltd in writing at the earliest opportunity.
Liability for Post Office Cash and Stock
The Operator shall be fully liable for any loss of or damage to, any Post Office Cash and Stock
(however this occurs and whether it occurs as a result of any negligence by the Operator, its
Personnel or otherwise, or as a result of any breach of the Agreement by the Operator) except
for losses arising from the criminal act of a third party (other than Personnel) which the
Operator could not have prevented or mitigated by following Post Office Ltd's security
procedures or by taking reasonable care. Any deficiencies in stocks of Products and/or any
resulting shortfall in the money payable to Post Office Ltd must be made good by the Operator
without delay so that, in the case of any shortfall, Post Office Ltd is paid the full amount when
due in accordance with the Manual.
The Operator's responsibility for such items shall begin from the time at which the Post Office
Cash and Stock are received by the Operator and shall end when the Post Office Cash and
Stock are given to Customers in the proper conduct of the Branch or are returned to Post
Office Ltd or, in the case of cash or financial instruments are collected by a cash in transit
provider or are paid into a bank. Whilst the Post Office Cash and Stock are in the Operator's
possession, it shall keep them in a place of security.
The Operator shall retain financial responsibility (in accordance with the Agreement) following
the termination of the Agreement, and it will be required to make good any losses (including
losses arising from Transaction corrections and stock losses) incurred during its operation of
the Branch which may subsequently come to light.
Intellectual Property Licence
Subject to the terms of the Agreement, Post Office Ltd grants to the Operator a non-exclusive,
non-transferable, revocable licence to:
514 operate the System; and
5.1.2 use the Licensed Materials,
solely for the purposes of operating the Branch and advertising it in accordance with clauses 6
and 7 of this Part 2.
The Licensed Materials
The Operator shall:
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614 only use the Licensed Materials in connection with the operation of the Branch or
provision of the Products and Services in accordance with the Manual. Post Office Ltd
may remove or withdraw from the Operator any materials or other things
whatsoever which are not Licensed Materials or are not being used in accordance
with the Agreement or the Manual;
6.1.2 not reproduce any Licensed Materials or any Post Office Intellectual Property, unless
expressly authorised in writing by Post Office Ltd;
6.1.3 not use any Licensed Materials in any way that is liable to mislead the public or which
would otherwise be detrimental to or inconsistent with the good name, goodwill,
reputation or image of Post Office Ltd;
6.1.4 not use any Licensed Materials in conjunction with any other marks or names
without the prior written consent of Post Office Ltd;
6.1.5 on request by Post Office Ltd, promptly deliver up to Post Office Ltd or, at Post Office
Ltd’s discretion, destroy, all Licensed Materials or any specified Licensed Materials
{including where the specified Licensed Materials relate to Products or Services that
have been discontinued or where the Licensed Materials are out of date);
6.1.6 not seek to register as a trade mark or as a business name or corporate name or any
domain name, any mark or name the same as or which includes or may be confused
with any Post Office Intellectual Property or any other trade mark or name owned or
used by Post Office Ltd or Royal Mail Group;
6.1.7 not make any representation or do any act which may be taken to indicate that the
Operator has any right, title or interest in or to the ownership or use of the Post
Office Intellectual Property other than as conferred by the Agreement;
6.1.8 not challenge the validity of any Post Office Intellectual Property or the title of Post
Office Ltd or any other member of the Royal Mail Group to the Post Office Intellectual
Property; and
6.1.9 when requested, give to Post Office Ltd all reasonable assistance in obtaining
registrations of Post Office Ltd’s rights in any trade marks or other Intellectual
Property.
6.2 The Operator shall not use the Trade Marks or the Post Office Intellectual Property except:
6.2.1 as part of the Licensed Materials; and
6.2.2 where the Operator has obtained the specific prior written consent of Post Office Ltd
in respect of the proposed use of the Trade Marks in the operation of the Branch
(including on any website operated by the Operator).
6.3 Post Office Ltd and Royal Mail Group or Clients are or will be the proprietors or licensees of all
the Intellectual Property used in the operation of the Branch. All rights in the Post Office
Intellectual Property (including Customer data reasonably required for the operation of the
Branch) shall remain vested in Post Office Ltd or the relevant member of Royal Mail Group. The
Operator shall not by virtue of the Agreement acquire any right, title or interest of any kind
other than as specifically granted in the Agreement to any of the Post Office Intellectual
Property. The Operator shall execute a written assignment of any such rights or interest on
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request by Post Office Ltd, and will provide copies of such data or other relevant materials on
request.
Any accretion of goodwill derived by reason of the operation of the Branch and/or the use of
the Post Office Intellectual Property shall accrue to Post Office Ltd whether arising at common
law or otherwise. If requested by Post Office Ltd the Operator shall immediately, irrevocably
and unconditionally assign to Post Office Ltd all such goodwill.
No warranty express or implied is given by Post Office Ltd with respect to the Post Office
Intellectual Property or its validity.
The Operator has no right to sub-licence or assign the Licensed Materials or any Post Office
Intellectual Property, without the express prior written consent of Post Office Ltd.
The Operator must promptly notify Post Office Ltd of any infringement, threatened
infringement, passing-off or misuse of Post Office Intellectual Property. Post Office Ltd will
conduct any claim or action and the Operator must provide such assistance in any action Post
Office Ltd may take as Post Office Ltd reasonably requires. No other action should be taken by
the Operator.
Installation and Display of Licensed Materials
The Operator shall (as appropriate) either install in the locations specified by Post Office Ltd,
and/or prominently display in a position visible to the public, the Licensed Materials at the
Branch Premises. This includes the display of materials bearing the Intellectual Property of
Clients.
Subject to clause 7.4 of this Part 2, the Operator shall not conduct or carry on any advertising
or promotion in relation to the Branch without the prior written consent of Post Office Ltd,
other than by the installation and/or display of Licensed Materials at the Branch Premises in
accordance with the Agreement.
Except where an item of Licensed Materials is also specified as an item of Post Office Ltd
Funded Equipment in accordance with the Agreement, all Licensed Materials shall be installed,
displayed and maintained at the expense of the Operator. The Operator shall be responsible for
obtaining any necessary planning, by-law or other consents in respect of the Licensed
Materials, irrespective of whether they are also Post Office Ltd Funded Equipment.
The Operator shall participate in all promotional or marketing activities proposed by Post Office
Ltd or Clients in accordance with the reasonable instructions of Post Office Ltd. The Operator
shall remove from display all Licensed Materials associated with such activities immediately on
request by Post Office Ltd.
The Licensed Materials and Post Office Intellectual Property must not be used in connection
with any private business, including the Basic Business, without the express prior written
consent of Post Office Ltd (to which it may attach such conditions as it thinks fit), or in such a
way as to imply that Post Office Ltd or Royal Mail Group is in any way connected with those
activities.
Advertising
The Operator shall not use any title or carry out any advertising, marketing or promotion of any
kind (including any advertising, marketing or promotion in newspapers, magazines, brochures
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or flyers, on television, radio or the internet or using any social media) of the Basic Business or
any other business which:
814 shall be capable of being interpreted in any way as an endorsement by Post Office
Ltd, Royal Mail Group or any Client of any element of the Basic Business or any other
business; or
8.1.2 may imply that Post Office Ltd, Royal Mail Group or any Client is in any way
connected or associated with any element of, or involved in the management of, the
Basic Business (e.g. “Post Office Stores”) or any other business.
8.2 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.
8.3 In addition to the obligations in clauses 8.1 and 8.2, the Operator shall not display any
advertising in or around the Branch Premises which relates to:
8.3.1 any illegal business or matter;
8.3.2 any controversial matter, an advertisement for which might suggest that Post Office
Ltd supported one side or the other;
83.3 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:
8.3.4 does not comply with the DPA, the Privacy and Electronic Communications (EC
Directive) Regulations 2003 and/or the Advertising Standards Authority's British Code
of Advertising Practice;
8.3.5 in the reasonable opinion of Post Office Ltd, is likely to cause offence to a substantial
part of the general public or offend ethnic, religious or other groups; or
8.3.6 in the opinion of Post Office Ltd, might bring Post Office Ltd into disrepute.
Technology Licence
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 10 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.
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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 him to amend, transfer
or delete or securely dispose of Personal Data or any part of it;
10.4.3. take appropriate technical and organisational measures to protect Personal Data
against unauthorised or unlawful processing, and against accidental loss or
destruction of, or damage to, Personal Data. These measures must ensure a level of
security appropriate to the nature of the Personal Data and the harm which might
result from any authorised or unlawful processing, accidental loss, damage or
destruction of that Personal Data, and must as a minimum include the measures set
out in the Manual. The Operator shall provide Post Office Ltd upon request, with
details and evidence of the measures taken by the Operator; and
10.4.4 — at the request of Post Office Ltd deliver up the Personal Data or securely destroy it
(and provide confirmation of destruction).
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.
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 10.
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.
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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 10, 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:
1015.1 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 10.16.
11 Equality Act 2010 (EA) and health and safety
11,1 The Operator shall not, and shall take all reasonable steps to ensure that Personnel shall not,
breach the requirements of the EA or the Equality Policy in respect of the Branch or the Branch
Premises.
11.2 The Operator shall be solely responsible on its own behalf and on behalf of Post Office Ltd, for
ensuring that:
11.2.1 the Branch and the Branch Premises;
11.2.2 the Operator's management of the Branch Premises; and
11.2.3. the manner in which the Operator provides the Products and Services to the public
under the terms of the Agreement,
at all times comply with the requirements of the EA and the Equality Policy and failure to
comply with the EA and/or the Equality Policy will constitute a material breach of the
Agreement.
11.3 In order for the Operator to monitor its own compliance with the requirements of the EA and
the Equality Policy, and demonstrate compliance to Post Office Ltd, the Operator shall:
11.3.1 carry out regular self-audits to assess compliance with the EA and the Equality Policy
(at its own cost); and
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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.
14.4 The Operator shall:
11.4.1 co-operate fully with any and all monitoring and audit activities undertaken by or on
behalf of Post Office Ltd in order to assess compliance by the Operator with the EA
and the Equality Policy;
11.4.2 _ if such monitoring or audit activity shows that the requirements of the EA and/or the
Equality Policy are not being met then the Operator shall comply with any
instructions issued by Post Office Ltd as a result, including ceasing to provide certain
Products or Services until compliance with its obligations under the EA and the
Equality Policy has been achieved.
11.5 The Operator shall:
11.5.1 — notify Post Office Ltd in writing as soon as possible if it believes that any of the
Products and Services do not comply, or that there is a significant possibility that they
do not comply, with 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.
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12.3
12.4
12.5
12.6
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12.8
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Confidentiality and contact with the media and public
The Operator shall keep confidential the System and the contents of the Agreement. The
Operator shall also keep confidential all Confidential Information obtained in the course of
performing its obligations under the Agreement and shall not disclose such information to any
person (except where necessary for the purposes of the Agreement to its own employees), but
this clause 12.1 shall not extend to information which:
12.1.1 _ was rightfully in the possession of the Operator before the Commencement Date and
in respect of which the Operator is not subject to any other obligation of
confidentiality to Post Office Ltd;
12.1.2 _ is already public knowledge or becomes so at a future date (otherwise than as a
result of a breach of this clause 12.1); or
12.1.3 is required to be disclosed by law or any governmental or regulatory body.
The Operator shall ensure that its Personnel are aware of and comply with this clause 12.1.
Post Office Ltd shall not be liable for loss or damage for disclosing any information of a
confidential nature belonging to the Operator in accordance with the Freedom of Information
Act 2000.
The Operator shall not disclose information relating to postal packets passing through the post
except to the persons to whom such packets are addressed, other than where the relevant
service permits this or where required to be disclosed by law.
The Operator shall not use any website in the operation of, or in relation to, the Branch without
Post Office Ltd’s prior written consent, such consent not to be unreasonably withheld.
Immediately following a request from Post Office Ltd, the Operator shall remove from any
website any content which relates to Post Office Ltd, any other member of the Royal Mail
Group or the Branch and which was placed on such website by or on behalf of the Operator.
The Operator shall help Royal Mail Group, or other postal operators which are Clients, to
ensure that all communications and items entrusted to them reach addressees promptly and
safely, and that they do not reach those not entitled to receive them.
The Operator shall not make any unauthorised use of Official Information. The Operator shall
not, unless with the permission of Post Office Ltd, make any document containing Official
Information the subject of legal proceedings.
Any request made to the Operator by the police, any other authority or by any other person for
Confidential Information shall be referred immediately to Post Office Ltd using the Network
Business Support Centre helpline referred to in the Manual.
The Operator shall immediately report to Post Office Ltd any case in which there appears to
have been a breach of clauses 12.1, 12.2 and 12.4 to 12.6 (inclusive).
All Confidential Information in any format must be returned by the Operator to Post Office Ltd
on request or must be securely disposed of in accordance with instructions issued by Post
Office Ltd.
The Operator shall not use any information available to it as a result of operating the Branch
for the benefit of its private interests (including in relation to the Basic Business or any other
business of the Operator).
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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:
1210.1 — deciding whether Post Office Ltd should enter into public correspondence, and
1210.2 — 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 his comments do
not go beyond the accepted bounds of propriety and are not likely to cause embarrassment or
to mislead the public. The Operator should seek the guidance of Post Office Ltd in the case of
any doubt.
If the Operator wishes to communicate with the media he must comply with the following:
12.11.1 under no circumstances should any information or data:
(a) relating to the processes, operational procedures and rules of Post Office Ltd;
(b) relating to Clients and/or Customers and their transactions, including
information relating to a named individual; and/ or
(of a financial nature in relation to the Branch, Post Office Ltd, its business or
Royal Mail Group or its business,
be disclosed. For the avoidance of doubt, this clause 12.11.41 shall not prevent the
Operator from discussing operational matters relating to the Branch with a
representative of the NFSP nor prevent any Operator, acting in his capacity as an
officer of the NFSP, from discharging his duties, including by making reasonable and
responsible statements to the media, provided that any such statements are in
accordance with the requirements of clauses 12.11.2 and 12.11.3;
12.11.2 any views and opinions expressed publicly by the Operator must not bring Post Office
Ltd, any Client or Customer or any other operator of a Post Office® branch or any
employees of any such persons into disrepute; and
12.11.3 unless otherwise authorised by Post Office Ltd, the Operator must make it clear that
any comments are made in the Operator's private capacity (which may be as an
officer of the NFSP) and are not made on behalf of Post Office Ltd or any Client or
Customer.
The Operator shall exercise particular care if offering any spontaneous comment to the press,
broadcasting reporters or interviewers.
The Operator shall not, in a manner which is damaging or hostile to Post Office Ltd, its
business, the Branch or the Clients or which is in breach of the obligation of confidence
contained in the Agreement:
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12.13.24 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;
1213.4 give a talk or lecture;
12.13.5 publish a blog or post any comment using social media; or
12.13.6 take part in a public discussion by any means.
The Operator shall not, without the prior written permission of Post Office Ltd, write to or
interview members of the public in relation to the Branch or any other matter relating to Post
Office Ltd or any Clients or Customers other than for the purpose of correcting any error made
by the Operator in the operation of the Branch.
Reimbursement
The Operator shall reimburse Post Office Ltd in full on demand for all losses, claims, demands,
proceedings, liabilities, costs and expenses (including reasonable legal costs and expenses)
incurred by Post Office Ltd as a result of:
13.1.1 any negligence or breach of the Agreement by the Operator or its Personnel;
13.1.2 any misuse or infringement of any Intellectual Property of any third party by the
Operator or its Personnel; and/or
13.1.3 any claim brought under the EA and/or its regulations in respect of the Branch.
Insurance
In relation to the operation of the Branch and the Basic Business, the Operator shall take out
and maintain, at its own expense, insurance with a reputable insurance company in relation to
the risks and liabilities of operating the Branch and the Basic Business. Such insurance will
cover as a minimum and for an appropriate amount:
14.1.1 all risks which the Operator is obliged by law to insure against in order to operate the
Branch and the Basic Business, including employer's liability insurance;
14.1.2 liability in respect of claims brought by Customers and third parties (including third
party contractors, third party suppliers and visitors to the Branch Premises) including
public liability insurance; and
14.1.3. damage to or destruction of the Branch Premises or the fixtures and fittings at the
Branch Premises.
Where requested, the Operator shall provide Post Office Ltd, on demand, with such policy or
policies taken out in accordance with clause 14.1 above together with such evidence that the
then current premiums have been paid.
Post Office Ltd shall bear no responsibility for insuring any of the Operator's obligations and
liabilities under the Agreement, or for insuring the Branch, the Branch Premises or the
Equipment and shall not make any financial contributions towards the payment of any
insurance premiums.
Post Office Ltd requires the Operator to consider taking out insurance to cover the death, injury
or illness of any key Personnel in the Branch.
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Suspension
Post Office Ltd may suspend the Operator from operating the Branch (and/or, acting
reasonably, require the Operator to suspend all or any of its Assistants engaged in the Branch
from working in the Branch), where Post Office Ltd considers this to be necessary in the
interests of Post Office Ltd as a result of:
15.1.1 — the Operator and/or any Assistant being arrested, charged or investigated by the
police or Post Office Ltd in connection with any offence or alleged offence;
15.1.2 civil proceedings being brought against the Operator and/or any Assistant; or
15.1.3 there being grounds to suspect that the Operator is insolvent, to suspect that the
Operator has committed any material or persistent breach of the Agreement, or to
suspect any irregularities or misconduct in the operation of the Branch, the Basic
Business or any other Post Office® branches with which the Operator and/or any
Assistant is connected (including any financial irregularities or misconduct).
During the period of any suspension, whether under clause 15.1 or otherwise, Post Office Ltd
may:
15.2.1. suspend payment of all sums due to the Operator under the Agreement;
15.2.2 with the agreement of the Operator appoint a temporary substitute for the Operator
to operate the Branch from the Branch Premises, in which case any Fees in relation
to Transactions carried out at the Branch will be paid by Post Office Ltd direct to such
temporary substitute; and
15.2.3 to the extent such costs have been agreed with the Operator, deduct its costs
incurred in appointing a temporary substitute together with any other costs and
expenses incurred by Post Office Ltd as a result of the suspension from any
payments due to the Operator under the Agreement.
Post Office Ltd shall initially meet the cost of appointing the temporary substitute but shall be
entitled to recoup some or all of such cost from the Operator in accordance with clause 15.2.3
or otherwise. Following the end of the period of suspension, Post Office Ltd may, in its
discretion taking into account the relevant circumstances, agree to pay to the Operator all or
part of such sums as have been suspended in accordance with clause 15.2.1.
Following the Operator's suspension, whether under clause 15.1 or otherwise, the Operator
shall at its own cost and expense promptly take all reasonable steps to enable Post Office Ltd
to maintain access for Customers during the period of suspension to Products and Services.
Termination
Following the Commencement Date the Agreement will continue until:
16.1.1 — either Party gives to the other not less than 6 months’ written notice (unless
otherwise agreed between the Parties in writing), which cannot be given so as to
expire before the first anniversary of the Start Date; or
16.1.2 _ it is terminated at any time in accordance with its terms.
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:
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16.2.2
16.2.3
16.2.4
16.2.5
16.2.6
16.2.7
16.2.8
16.2.9
16.2.10
16.2.11
16.212
16.2.13
16.2.14
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commits any material breach of the provisions of the Agreement or any other
contract or arrangement between the Parties and fails to remedy the breach (if
capable of remedy) within 14 days of a written notice from Post Office Ltd specifying
the breach and requiring the same to be remedied. Any references in these Standard
Conditions to a breach of a particular obligation by the Operator being deemed to be
material and/or irremediable are not intended to be exhaustive and shall not prevent
Post Office Ltd from exercising its rights under this clause in respect of any other
breach of the Agreement which is material and/or irremediable;
fails to provide the Products or Services to the standards required by Post Office Ltd
as set out in the Manual and fails to remedy the failure (if capable of remedy) within
14 days of a written notice from Post Office Ltd specifying the failure and requiring
the same to be remedied;
ceases to operate the Basic Business;
prior to entering into the Agreement, provided Post Office Ltd with any false or
misleading information or omits any material fact;
is a company and the Operator: becomes insolvent, enters into liquidation, whether
compulsorily or voluntarily, otherwise than for the purpose of amalgamation or
reconstruction or if an administration order is made in respect of the Operator;
is 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;
is an individual and the Operator: becomes the subject of a bankruptcy petition or
order; dies; or by reason of illness or incapacity (whether mental or physical),
becomes incapable of managing his own affairs or becomes a patient under any
mental health legislation;
is a partnership and the partnership is dissolved;
makes any arrangement or composition with its creditors or shall have a receiver
(including an administrative receiver) or administrator appointed over all or any part
of its assets or if the Operator takes any similar action in consequence of debt;
has failed to acquire or enter into a Valid Property Interest prior to taking up
occupation of the Branch Premises;
changes the use of the Branch Premises in contravention of the terms of the Valid
Property Interest;
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;
itself, or the Manager or a director of the Operator, is charged with any criminal
offence (other than a Road Traffic Offence not involving imprisonment);
challenges the validity of any of the Post Office Intellectual Property or the title of
Post Office Ltd or Royal Mail Group to the Post Office Intellectual Property;
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16.2.15 fails to properly account for any money due to, or stock of, Post Office Ltd or the
Clients; or
16.2.16 fails to pay any sum due to Post Office Ltd under the Agreement by the due date.
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 Post Office Ltd may terminate the Agreement immediately on giving written notice to the
Operator if the Existing Contract is terminated by Post Office Ltd before the Start Date in
accordance with the terms of the Existing Contract.
16.6 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
16.2, the Operator shall, if Post Office Ltd and the Operator agree in writing, continue to
operate the Branch on behalf of Post Office Ltd for a period of up to three months,
commencing on the date agreed between the Parties. The terms of the Agreement shall
continue to apply during such period and, for the avoidance of doubt, Post Office Ltd shall
continue to pay the Fees and any other amount which may be due in respect of the operation
of the Branch.
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 17.1:
17.4.1 — stop operating the Branch;
17.4.2 stop using Post Office Intellectual Property and any signs and other display or
advertising matter (including Licensed Materials) indicative of Post Office Ltd or of
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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):
(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
() 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;
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 17, in particular in relation to the removal of
any branding, signage and Equipment. However, the Operator shall be responsible for the costs
which Post Office Ltd incurs in so doing where the Agreement has been terminated by the
Operator on 6 months’ notice in accordance with clause 16.1 of this Part 2 or by Post Office
Ltd in accordance with clause 16.2 of this Part 2.
17.6 On the termination of the Agreement, the Operator shall reimburse Post Office Ltd (or, as
appropriate, any New Operator) on demand in relation to any:
17.6.1 Staff Liabilities incurred by Post Office Ltd (or, as appropriate, any New Operator) and
resulting from or connected with the employment or engagement of any Personnel
on or before the termination of the Agreement;
17.6.2 reasonable costs incurred by Post Office Ltd (or, as appropriate, any New Operator) in
making redundant any Assistants whose contracts of employment transfer to Post
Office Ltd (or, as appropriate, any New Operator) by reason of the Transfer of
Undertakings (Protection of Employment) Regulations 2006.
17.7 The Operator shall not during any notice period to terminate the Agreement, except with the
prior written consent of Post Office Ltd:
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17.9
17.10
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17.7.4 alter in any material respect the terms and conditions of employment of any of the
Assistants engaged wholly or mainly at that time in the operation of the Branch (the
Relevant Assistants) (including any increase in salary, wages or other emoluments
(whether pursuant to a general review or otherwise) where the effect of such
increase would be to increase the annual salary, wages or other emoluments of any
Relevant Assistants to an annual level above the market rate paid to such personnel
across the industry);
17.7.2. assign any member of the Operator's staff (not already engaged in operating the
Branch as an Assistant) to the operation of the Branch; or
17.7.3. engage new employees as Relevant Assistants except to directly replace Relevant
Assistants who have left the Operator's employment.
The Operator agrees that that during any notice period to terminate the Agreement it shall,
subject to any applicable data protection legislation and any other applicable laws, on Post
Office Ltd’s reasonable written request, provide to Post Office Ltd, or at Post Office Ltd’s
direction, a New Operator, within 2 weeks from the date such request, full written details of the
identity and terms and conditions of employment of the Relevant Assistants (and any other
person who is subsequently assigned to or engaged in the operation of the Branch).
The Operator shall co-operate (and use all reasonable endeavours to procure co-operation
from its Personnel) in the orderly transfer of employment of any Personnel whose contracts of
employment transfer to any new employer by virtue of the Transfer of Undertakings
(Protection of Employment) Regulations 2006.
The termination of the Agreement will not affect the coming into force or the continuation in
force of any of its provisions which expressly or by implication are intended to come into force
or continue in force on or after the termination.
The Operator acknowledges that he shall not be entitled to receive any compensation or other
sums in the event of the termination or suspension of the Agreement.
Bribery Act 2010
Post Office Ltd requires all operators to be aware of their responsibilities under any applicable
anti-bribery and anti-corruption legislation. The Operator shall, and shall procure that any
associated person shall:
18.1.1 comply with all applicable laws and regulations relating to anti-bribery and anti-
corruption including the Bribery Act 2010 and any codes of practice or policies issued
by Post Office Ltd to the Operator from time to time during the Term;
18.1.2 not do anything which would constitute an offence under the Bribery Act 2010 if it
had been done in the UK;
18.1.3 promptly report to Post Office Ltd any breach, or suspected breach of this clause, and
any request or demand for any undue financial or other advantage of any kind
received by the Operator in connection with the performance of the Agreement.
Any breach of this clause 18 by the Operator shall be deemed a material breach of the
Agreement which cannot be remedied for the purposes of clause 16.2.1.
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18.3. 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.
19 No transfer of the Agreement
19.1 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 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.
20 Entire agreement and Notices to Amend
20.1 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.
20.2 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 ona
shorter period of notice to the Operator if such amendment is being made to comply with any
statutory or regulatory requirement, and shorter notice is necessary to comply with that
requirement. The Operator may, notwithstanding clause 16.1 of this Part 2, terminate the
Agreement by giving 3 months’ written notice to Post Office Ltd within 1 month of receipt of a
Notice to Amend.
21 ~— Notices
21.1 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:
21.1.1 in the case of Post Office Ltd, Contracts Admin Team, Post Office Ltd, Upper Floor, 6-
16 The Markets Post Office, New York Street, Leeds, LS2 7DZ;
21.1.2 _ 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.
22 Choice of Law and Jurisdiction
22.1 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.
23 Miscellaneous
23.1 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.
23.2 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.
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23.4
23.5
23.6
23.7
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The waiver by Post Office Ltd of any breach of any term of the Agreement shall not be taken or
held to be a waiver of any further breach of the same or any other term.
The rights and remedies provided by the Agreement are cumulative and (except as otherwise
provided in the Agreement) are not exclusive of any rights or remedies provided by law.
If there is any inconsistency between the Conditions of Appointment, the Standard Conditions
and the Manual (in its current form as at the date of the Agreement), then the following order
of precedence shall apply:
23.4.1 the Conditions of Appointment;
23.4.2 the Standard Conditions; and
23.4.3 the Manual.
If there is any inconsistency between:
23.5.1 the Agreement; and
23.5.2 any amendment to the Manual after the Commencement Date,
then such amendment shall prevail.
Where in the Agreement there is reference to any matter to be specified by Post Office Ltd,
notice of such specified requirements may be communicated by way of amendment or addition
to the Manual. In any event, such notice shall be in writing but may be sent or published using
electronic means.
If any one or more of the terms of the Agreement is held to be invalid or unenforceable by a
Court of competent jurisdiction but would be valid if part of the wording was deleted then the
term(s) shall apply with the minimum modifications necessary to make them valid and effective.
It is intended and understood by the Parties that any invalidity or unenforceability will not affect
the application of the remaining obligations in the Agreement.
Interpretation
In the Agreement unless the context requires otherwise:
24.1.1 words denoting the singular include the plural and vice versa and words denoting any
gender include every gender;
24.1.2 references to a person include any corporate or unincorporated body;
24.1.3 the headings in the Agreement do not affect its interpretation;
24.1.4 — the terms including, include, in particular or any similar expression shall be construed
as illustrative and not limiting;
24.1.5 unless otherwise specified, a reference to a statutory provision is a reference to that
provision as amended, consolidated, extended or re-enacted from time to time
(whether before or after the date of the Agreement) and to any subordinate
legislation made under it.
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1.2
13
14
15
PART 3 -FINANCIAL DETAILS
Equipment, Works and Funding
The Operator shall be responsible for the cost of the Operator Funded Works and the Operator
Funded Equipment and for ensuring that they are carried out or obtained in accordance with
the Agreement.
Post Office Ltd shall be responsible for the cost of the Post Office Ltd Funded Works up to the
Investment Amount and for the costs of obtaining and installing the Post Office Ltd Funded
Equipment, in accordance with, and subject to, the process outlined in this clause Error!
Reference source not found.. In addition, Post Office Ltd shall also be responsible for the costs
of any making safe or associated works at the Branch Premises that are required as a result of
the removal of Post Office Ltd’s equipment by Post Office Ltd's contractors, up to the amount
agreed in writing by Post Office Ltd, and in any event capped at a maximum of £1,000
(inclusive of VAT). For the avoidance of doubt, where such an amount is agreed by Post Office
Ltd, it shall be in addition to the Investment Amount. Any cost of making safe or any associated
works in excess of such agreed amount shall be borne by the Operator. Clause 1.5 of this Part
3 shall apply to these works.
Post Office Ltd shall be responsible for ensuring that each item of the Post Office Ltd Funded
Equipment is obtained and installed in the Branch Premises 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 Funded Equipment and making payment directly
to such suppliers and contractors engaged by Post Office Ltd.
The Operator shall be responsible for ensuring that each element of the Post Office Ltd Funded
Works is carried out in accordance with the Agreement unless Appendix 1 to the Preface
specifically and expressly indicates that Post Office Ltd is responsible for arranging any element
of the Post Office Ltd Funded Works.
Where the Operator is responsible for ensuring that any Post Office Ltd Funded Works are
carried out, the Operator will:
1.51 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 part of the Post Office Ltd
Funded Works that the Operator is required to arrange, 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
contractor or its work; and
(b) the Operator shall only engage a contractor in relation to whom it has provided
a quote to Post Office Ltd in accordance with this clause 1.5.1;
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 spend on the
Post Office Ltd Funded Works which the Operator is responsible for arranging, enter
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into contracts with the relevant contractors for the supply of those Post Office Ltd
Funded Works which the Operator is responsible for arranging;
ensure that the Post Office Ltd Funded Works which the Operator is responsible for
arranging are completed with reasonable care and skill by reputable, competent
contractors which hold all necessary qualifications, registrations, accreditations and
certificates in order to be able to carry out the Post Office Ltd Funded 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;
notwithstanding any other provision of the Agreement or Appendix 11 to the Preface,
at Post Office Ltd’s request, the Operator shall engage Post Office Ltd’s preferred
contractors to undertake that part of the Post Office Ltd Funded Works (if any) which
the Operator is responsible for arranging; and
subject to clause 1.6 of this Part 3, pay the relevant contractors directly for their
work,
Subject to clause 1.7 of this Part 3, Post Office Ltd shall reimburse the Operator for the costs
actually incurred by the Operator in respect of the Post Office Ltd Funded Works which the
Operator is responsible for arranging up to the Investment Amount, and any making safe or
associated works agreed by the Parties in accordance with clause 1.2 of this Part 3,provided
that:
1.61
1.6.2
1.6.3
1.6.4
at the time of seeking reimbursement, the Operator must provide Post Office Ltd
with a valid VAT invoice from each of the Operator's contractors, identifying a
breakdown of work, together with evidence acceptable to Post Office Ltd that the
Operator has paid such invoices;
Post Office Ltd is satisfied that the Post Office Ltd Funded Works have been carried
out to the required standard, in accordance with the relevant specification and
completed on time and the Operator shall allow Post Office Ltd or its agents access to
the Branch Premises to enable it to make an inspection for this purpose;
if the total costs of the Post Office Ltd Funded Works are more than the Investment
Amount, or in the case of any making safe or associated works, the amount agreed
by the Parties in accordance with clause 1.2 above, and Post Office Ltd incurs the
excess cost, Post Office Ltd shall invoice the Operator for such excess cost and the
Operator shall reimburse Post Office Ltd within 7 days of the date of such invoice;
and
if the actual final cost of the Post Office Ltd Funded Works (as determined by Post
Office Ltd on production by the Operator where required of all relevant documents,
including receipts, invoices etc.) is less than the Investment Amount, the Investment
Amount due from Post Office Ltd shall be reduced accordingly.
If the anticipated costs of the Post Office Ltd Funded Works are higher or likely to be higher
than the Investment Amount because of unforeseen circumstances (for example, if asbestos is
found at the Branch Premises), or any additional works are required, the Operator will promptly
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notify Post Office Ltd. The Parties shall discuss any such additional anticipated costs prior to
such costs being incurred, and endeavour to agree which of the Parties shall be responsible for
meeting the costs. For the avoidance of doubt, Post Office Ltd shall not in any circumstances be
liable for the cost of any Post Office Ltd Funded Works or additional works (whether arranged
by Post Office Ltd or the Operator) in excess of the Investment Amount, unless otherwise
expressly agreed in writing by Post Office Ltd.
Transition Payment
In order to support the transition to a new operating model, and subject to the terms of this
Part 3, Post Office Ltd shall pay to the Operator the Transition Payment.
For the avoidance of doubt, the payment of the Transition Payment is not a requirement of the
Existing Contract.
Requirements for the Transition Payment
The Transition Payment will not be payable to the Operator unless on the Last Day:
3.14 the Existing Contract is in force;
3.1.2 there are no outstanding breaches of the Existing Contract and/or the Agreement;
3.13 the Existing Contract is not suspended; and
3.1.4 the Operator does not (and/or where the Operator is a company, the shareholder(s)
and/or director(s) of the Operator do not) owe any money to Post Office Ltd or Royal
Mail Group (as defined in Part 1).
The Operator must:
3.2.1 comply with Post Office Ltd's reasonable instructions regarding the conversion of the
existing branch to a Local Post Office branch;
3.2.2 fully operate, or must procure the full operation of, the existing branch in accordance
with the Existing Contract up to and including the Last Day; and
3.2.3 permit access to Post Office Ltd’s employees or representatives no more than 5
Working Days prior to the Start Date to enable Post Office Ltd to audit branch
accounts and, if necessary, to arrange for any Post Office cash and stock to be
removed.
If on the Last Day the Operator (and where the Operator is a company any director and/or
shareholder of the Operator) is in breach of any of the requirements of clauses 3.1 or 3.2 of
this Part 3, payrnent of the Transition Payment to the Operator will be entirely at the discretion
of Post Office Ltd.
Transition Payment and “Modified” Subpostmaster Contract
This clause 4.1 only applies where the Operator (and/or where the Operator is a company, any
director and/or shareholder of the Operator) previously operated a branch at the Branch
Premises pursuant to a “Modified” Subpostmaster Contract. The Transition Payment will be
paid to the Operator in full and final settlement of any contractual right to compensation the
Operator (and where the Operator is a company, any director and/or shareholder of the
Operator) may have under the terms of the Modified Subpostmaster Contract. Therefore, the
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Transition Payment supersedes any such contractual right under the Modified Subpostmaster
Contract.
Full and Final Settlement
The Transition Payment will be paid to the Operator in full and final settlement of all and any
claims that the Operator has or may have (and where the Operator is a company, any claims
that the shareholder(s) and/or director(s) of the Operator have or may have) (whether
contemplated at the Start Date or not) against Post Office Ltd (or any other member of the
Royal Mail Group) or its officers or employees howsoever arising and whether arising out of:
544 the termination of the Existing Contract and the Operator's position as a
subpostmaster and, where appropriate, office holder;
5.1.2 any change in the range of Post Office Products and Services offered under the
Agreement from those offered under the Existing Contract,
and whether under common law, contract, statute or otherwise.
The Operator acknowledges that any statutory obligations relating to its staff which may apply
as a consequence of termination of the Existing Contract and its entry into the Agreement shall
be the responsibility of the Operator.
Rights of Post Office Ltd
Where any money is owed by the Operator (and/or where the Operator is a company, any
money is owed by the shareholder(s) and/or director(s) of the Operator) to Post Office Ltd or
any other member of the Royal Mail Group whether that money is owed under the Existing
Contract or lease of premises or otherwise, Post Office Ltd may at its discretion either deduct
that money from any money due to the Operator (or where the Operator is a company from
any money due to a shareholder or director of the Operator) under the Existing Contract and/or
from the Transition Payment or may withhold, in full or in part, payment of any money due to
the Operator (or where the Operator is a company withhold any money due to a shareholder or
director of the Operator) under the Existing Contract and/or payment of the Transition
Payment until such time as the money owed by the Operator is paid in full. The exercise of this
right by Post Office Ltd will not affect Post Office Ltd’s right to require the Operator (or where
the Operator is a company, a shareholder or director of the Operator) to make good any
deficiencies identified through the late account procedure and/or repay any other debts due and
owing to Post Office Ltd or any member of the Royal Mail Group identified after the Last Day.
{f the Operator (or, as appropriate, where the Operator is a company, the shareholder(s) and/or
director(s) of the Operator) breaches any of the terms of the Existing Contract or the
Agreement, or if the Operator breaches any requirements of clause 3 or 4 of this Part 3 or fails
to ensure that the first Manager and such number of Assistants as may be determined by Post
Office Ltd attend the initial training required pursuant to clause 2.3 of Part 2 prior to the Start
Date, Post Office Ltd will have the right, acting reasonably, to:
6.2.1 reduce the amount of the Transition Payment;
6.2.2 withhold all or part of the Transition Payment until such time as the Operator has
remedied (or has procured the remedy of) such breach (if remediable) to the
reasonable satisfaction of Post Office Ltd; and/or
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6.2.3 take any other action it deems appropriate which may include recovering any
payment of the Transition Payment made to the Operator.
If Post Office Ltd:
63.1 discovers that the Transition Payment specified in the Preface when assessed against
Post Office Ltd’s normal principles for calculating the Transition Payment would
result in an overpayment to the Operator, it will notify the Operator as soon as
possible and shall not be obliged to pay the Operator the incorrect amount;
6.3.2 overpays the amount of the Transition Payment relevant to the Operator, Post Office
Ltd has the right to recover from the Operator, and the Operator shall be liable to
repay on demand, any excess payment. The Operator shall notify Post Office Ltd as
soon as possible having become aware of any such over payment.
No Waiver
The offer of the Transition Payment or any payment of the Transition Payment will not:
7414 prejudice any rights or remedies Post Office Ltd may have in respect of any breach of
the Existing Contract or occupation of the Operator's premises (where appropriate)
which may exist at the date of the Agreement or which may arise at any time
hereafter; and
71.2 result in Post Office Ltd and/or any member of the Royal Mail Group waiving:
(a) any breaches of, or rights or remedies under, the Existing Contract; or
(b) any obligations owed by the Operator (or where the Operator is a company any
shareholder or director of the Operator) under the Existing Contract before or
after the Last Day; or
(the payment of any money owed by the Operator (or where the Operator is a
company any shareholder or director of the Operator) to them, whether under
the terms of the Existing Contract or lease of premises or otherwise and
whether arising and notified to the Operator before or after the payment of the
Transition Payment to the Operator.
Payment Terms
Subject to this Part 3:
814 Where practicable Post Office Ltd will always aim to pay the Transition Payment on
the pay date immediately following the Start Date or, where that is not practicable,
on the next following pay date.
8.1.2 Payment will be made via BACs or CHAPs into the Operator's bank account
nominated by the Operator.
8.13 The Transition Payment shall be paid as a lump sum and Post Office Ltd shall not
stage payments, nor shall it make payment to tie in with any particular tax year of
the Operator.
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If there is any dispute in relation to the Transition Payment or payment of the Transition
Payment to the Operator then the Transition Payment will only be paid to the Operator
following resolution of the dispute.
Where the Transition Payment is subject to VAT, the Transition Payment will be exclusive of
VAT due (which shall be paid by Post Office Ltd in addition). Where the Operator is an individual
and was the Existing Agent, the Transition Payment will be subject to National Insurance
contributions. The deduction of tax from the Transition Payment will depend on the Operator's
tax code in operation at the time of payment and the Operator acknowledges that the final tax
position will not be known until after the end of the tax year in which the Transition Payment is
paid.
Repayment of Set Up Costs and the Transition Payment
If the Agreement is terminated at any time prior to, or within 18 months of the Start Date,
then unless:
944 the termination of the Agreement was by Post Office Ltd in accordance with clause
16.1.1; or
9.1.2 a New Operator is appointed by Post Office Ltd at the Branch Premises,
the Operator shall, if required by Post Office Ltd, on demand, pay to Post Office Ltd a
proportion of the Set Up Costs incurred by Post Office Ltd in respect of the Agreement.
For the purposes of this clause 9, Set Up Costs means the costs incurred by Post Office Ltd in
relation to the Post Office Ltd Funded Works, the Post Office Ltd Funded 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 9.1 shall be calculated by pro-rating the total Set Up Costs
in the same proportion as the number of days from the date of termination to the date falling
18 months after the Start Date bears to the full 18 month period, but in any event the pro-
rated amount to be paid by the Operator shall not be more than £6,000, Post Office Ltd will
notify the Operator in writing of the pro-rated amount owed and provide a breakdown of the
relevant Set Up Costs. 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.
If the Agreement is terminated within 12 months of the Start Date, the Operator shall, on
demand, repay to Post Office Ltd a proportion of the Transition Payment. The amount to be
repaid under this clause shall be calculated by pro-rating the Transition Payment in the same
proportion as the number of days from the date of termination to the date falling 12 months
after the Start Date bears to 365 days. Post Office Ltd will notify the Operator in writing of the
pro-rated amount of the Transition Payment owed.
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
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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.
10.2 The Operator acknowledges that it shall not be entitled to receive any compensation or other
sums in the event of any variation to the Fees Booklet (and the Products, Services and Fees
referred to in it).
10.3. 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:
10.3.1 sales cannot be concluded in the Branch by the Operator and/or its Assistants but
can only be concluded as a result of Customers subsequently contacting internet
websites or call centres operated on behalf of Post Office Ltd; or
10.3.2 (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
10.3.2 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.
10.4 Provided that the Operator complies with the Agreement, Post Office Ltd will pay the Operator
the Fees as follows:
10.4.1 — the Fees payable in respect of each Transaction (or series of Transactions) of Direct
Sale Products and Services which is attributable to an introduction made by the
Operator or its Assistants, shall be paid no later than 3 calendar months following the
date on which the sale of the Direct Sale Product or Service is concluded;
10.4.2 the Fees payable in respect of each Transaction (or series of Transactions) of all
Products and Services conducted using a Horizon, paystation™ or other terminal
shall be paid by the end of the calendar month following the Accounting Period in
which the relevant Transaction (or series of Transactions) took place.
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).
10.5 Unless otherwise specified in the Preface with regard to the Fees in the first and second
Accounting Periods following the Start Date:
10.5.1 the amount of Fees payable from the Start Date shall be a variable monthly payment,
calculated on a “per Transaction” basis in accordance with clauses 10.4.1 to 10.4.2 of
this Part 3 and in accordance with the Fees Booklet; and
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10.5.2 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 advance
payment(s) made by Post Office Ltd to the Operator (or a shareholder and/or director
of the Operator) under the Existing Contract. The Operator may receive Fees in the
last calendar month during the Term for Transactions carried out in preceding
Accounting Periods.
10.6 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.
10.7 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).
10.8 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:
10.8.1 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;
10.8.2 _ 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;
10.8.3. 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;
10.8.4 — the self-billing arrangement will continue until the termination of the Agreement;
10.8.5 Post Office Ltd will inform the Operator if the issue of self-billing invoices is to be
outsourced to a third party;
10.8.6 the Operator will provide Post Office Ltd with its VAT registration number and will
notify Post Office Ltd immediately if it changes its bank details, becomes VAT
registered, changes its VAT registration number, ceases to be VAT registered, or sells
the Basic Business or part of the Basic Business;
10.8.7 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.
11 Training costs
11.4 The cost of the initial training referred to in clauses 2.3 and 2.5 of Part 2 shall be met by Post
Office Ltd in accordance with those clauses. The cost of all other training provided by or on
behalf of Post Office Ltd in respect of the Branch shall be met by the Operator. Such cost shall
be as notified to the Operator at the time and shall be payable by the Operator to Post Office
Ltd within 7 days of receipt of an invoice.
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12 Recovery of Investment Amount and of sums due
12.1 In this clause 12.1, Purpose shall mean paying suppliers for the Post Office Ltd Funded Works
and/or making safe or associated works at the Branch Premises (as applicable). If the
Investment Amount paid by Post Office Ltd to the Operator or any additional amount paid by
Post Office Ltd to the Operator in accordance with clause 1.2 of this Part 3, has not been
wholly used by the Operator for the Purpose, Post Office Ltd may reclaim (pursuant to clause
12.2 of this Part 3 or otherwise) all or such part of the Investment Amount or other amount
paid by Post Office Ltd which Post Office Ltd determines has not been properly used by the
Operator for the Purpose.
12.2 If the Operator at any time owes any money to Post Office Ltd under the Agreement or any
other contract or agreement (including any amount owed to Post Office Ltd by the Operator or
a shareholder and/or director of the Operator under the Existing Contract), 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, the
Investment Amount and/or the Transition Payment.
PART 4 - EQUIPMENT FOR A LOCAL BRANCH
1 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.
2 The responsibility of each of the Parties for procuring and maintaining each item of Equipment
is summarised in Appendix 2 to the Preface.
3 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.
4 The Post Office Ltd Funded Equipment shall at all times remain owned or controlled by Post
Office Ltd. The Operator shall safeguard all Equipment and keep it in good condition (fair wear
and tear excepted) in accordance with the Manual (including any ancillary items supplied with
the Equipment, for example keys to the safe). The Operator shall be liable for any loss of, or
damage to, any Equipment where Post Office Ltd reasonably believes such loss or damage is
the result of any negligence by the Operator, his Personnel or otherwise or any breach of the
Agreement, wilful default, error or criminal act of the Operator or any Personnel.
5 Where 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 iter of Equipment. Post Office Ltd will
maintain the Horizon equipment and Post Office Ltd shall be responsible, at its cost, for
repairing inherent defects in any other item of the Post Office Ltd Funded Equipment which are
not caused by the act or omission of the Operator or its Personnel.
6 The Operator shall:
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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;
not move any item of Post Office Ltd Funded Equipment (other than items which are intended
to be moved as part of their day to day use or for the purposes of maintenance and repair)
without the prior written permission of Post Office Ltd. The Operator shall be responsible for
the cost of moving any Equipment where such move is at the Operator's request or is
necessary to comply with legislation or regulatory requirements, unless Post Office Ltd agrees
in writing, at its sole discretion, to contribute to such costs. Post Office Ltd shall be responsible
for the cost of moving the Equipment where such move is at Post Office Ltd’s request;
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) a
paystation™ terminal for use in conducting Transactions and/or additional terminals or self-
service equipment (together referred to as the PO Terminals). Post Office Ltd shall act
reasonably in determining which PO Terminals to loan to the Operator. Post Office Ltd will
discuss with the Operator the position within the Branch Premises where the PO Terminals are
to be located, but, in the absence of agreement, Post Office Ltd (acting reasonably) will
determine such location. Where Post Office Ltd does provide PO Terminals, the Operator shall
ensure that they are used solely to conduct Transactions. Post Office Ltd will arrange (whether
directly or through the Operator) for the PO Terminals to be installed at the specified location.
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
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the one provided by Post Office Ltd) is required in order to operate the Branch, such second
telephone line shall be arranged by the Operator but will be paid for by Post Office Ltd unless
Post Office Ltd determines that such second telephone line is only needed because the
Operator is using unnecessary equipment on the first telephone line which has not been
approved by Post Office Ltd.
12 Approval of fixtures and fittings and equipment
121 The Operator shall use only fixtures and fittings in the operation of the Branch as shall have
been previously approved in writing by Post Office Ltd.
12.2. The Operator shall use only the Equipment or such other equipment as Post Office Ltd may
approve in writing in the operation of the Branch.
13 Signage and point of sale equipment
13.1 Immediately prior to the Start Date, the Operator shall at Post Office Ltd's direction ensure, at
its own cost, that any existing obsolete Post Office internal and external branding and signage
is removed from the Branch Premises. If the Operator fails to do so, and then fails to within 14
days of a written notice from Post Office Ltd requiring the Operator to remove such obsolete
branding and signage in accordance with this clause, Post Office Ltd may enter into the Branch
Premises during the Minimum Hours and without the consent of the Operator, remove any
such items at the expense of the Operator. The Operator shall pay such expenses to Post Office
Ltd on demand or Post Office Ltd may, at its option, deduct the value of such expenses from
the amount of the Investment Amount or other sums due to the Operator.
13.2. 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®").
13.3. 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.
13.4 Post Office Ltd may require the Operator to renew the internal and external Post Office signage
and point of sale equipment at the Branch Premises more frequently than once every 5 years
but Post Office Ltd will pay for such renewal.
14 ATM
14.1 If the Operator has an ATM at the Branch Premises for which he received remuneration from
Post Office Ltd under the Existing Contract, the termination of the Existing Contract between
the Parties and the entering into of the Agreement shall not have the effect of terminating any
existing agreement between the Parties relating to the installation and operation of that ATM
at the Branch Premises, regardless of any provision to the contrary in such agreement.
15 Liens etc.
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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 LOCAL BRANCH
The following list includes the manuals, guidelines and instructions which currently come under
the definition of “Manual”:
- Local Post Office Operations Manual
- Horizon online administration and equipment operations manual
- National lottery operations manual (where branch offers this product)
- Ordering stock and stores operations manual
- Post Office outreach services operations manual (where applicable)
- Post Office paystation operations manual
- Security operations manual
- Horizon system user guide (online)
- Horizon online help (online)
- Branch Focus
- Post Office branch standards
- Post Office Ltd's Accessibility Guide
- Branch Conformance Standards
- Post Office cash and secure stock remittance services manual (online)
- FOS project operations manual
- FOS project training workbook (x2)
- Mailwork specification (where applicable)
- Any other instructions to operators or updates to such instructions issued by Post Office Ltd
from time to time
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.
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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.
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.
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.
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.
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.
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.
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1.5. Accordingly, except as permitted by and in compliance with any waiver granted by Post Office
Ltd in accordance with clause 1,11 of this Part 6, the Operator must not undertake in a private
capacity, or allow anyone else to undertake in relation to the Branch Premises, the types of
business listed in clause 1.6 of this Part 6, as amended by Post Office Ltd from time to time in
accordance with clause 1.8 of this Part 6.
1.6 The non-compete restrictions on private business activities in relation to the Branch Premises
are as follows:
(i) business concerned with the provision of services relating to the collection, conveyance
and/or delivery of letters, parcels and packages (collectively called “Packets” in this
clause) including without prejudice to the generality of the foregoing: the sale of stamps,
pre-paid postage labels and stationery with prepaid postage; the acceptance, retention,
sortation, return and redirection of Packets (including Packets containing mail order or
other home shopping goods and other Packets); and the acceptance of payment for such
services;
(ii) services for the payment of bills, the collection of payments (including pre-payments) or
the collection of revenue (whether by the sale of stamps or meter tokens, the charging
of budget keys or by other means) in connection with services for the supply of water,
gas, fixed line telephones, electricity, cable or satellite television, or local authority
services;
(iii) the sale of National Lottery products;
(iv) Banking, Building, Industrial and Provident Society, Friendly Society or Credit Union
business or otherwise making available banking facilities including, without limitation,
cheque-cashing, bureau de change (including the selling and buying back of currency, on
demand and pre-order services), collecting deposits or providing withdrawal facilities on
behalf of deposit-takers whether over-the-counter or through an automated teller
machine (ATM) or providing loans, credit cards or other forms of credit or credit
brokerage services but not including the provision of cash-back transactions or the
provision of basic saving stamp schemes which do not involve the return of cash to
participants in the scheme. For the avoidance of doubt, a cash-back transaction is the
withdrawal of cash via a debit card scheme, from the account associated with the card
used, as part of a transaction for the purchase of goods or services through the same
scheme; and
(v) any financial services business or otherwise making available facilities which may
compete with the financial services activities carried on or to be carried on by operators
at any time for or on behalf of Post Office Ltd or through Post Office® branches or
which may compromise the regulatory status of Post Office Ltd (including for this
purpose, its operators) in its role as appointed representative of Post Office Ltd’s
financial service product providers, including, for the avoidance of doubt, the promotion
of competing financial services but not including the provision of basic savings stamps
schemes which do not involve the return of cash to participants in the scheme.
1.7. These non-compete restrictions apply to all methods of transaction of the areas of business set
out above. This includes, without limitation, the use of smartcards, ATMs and on-line terminals.
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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.
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.
1.41 The Operator may apply for a waiver from the non-compete restrictions in clause 1.6 of this
Part 6. Post Office Ltd's waiver policy is available on request from Post Office Ltd. The waiver
policy sets out the circumstances in which a waiver may be granted and the procedures that
must be followed. This policy is subject to amendment by Post Office Ltd from time to time. If a
waiver is granted subject to conditions, the Operator must comply with these conditions. A
failure to do so will result in the waiver being invalid from the date the Operator ceased to
comply with the conditions.
112 The Operator must not use and must ensure that no third party uses the name “Post Office” in
connection with any of its private business activities (or the private business activities of a
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company with which it is associated in any way) or in such a way as to imply that Post Office
Ltd is in any way connected with these activities. Nor may the Operator transact any private
business in a way that might lead Customers to conclude that Post Office Ltd is in any way
connected with that business.
The Operator must not engage Royal Mail Group employees to undertake any work whatsoever
connected with the Operator's private business (or the private business activities of a company
with which it is associated in any way) at any time when they are employed in Post Office Ltd
or Royal Mail Group duties.
The Operator shall promptly inform Post Office Ltd of any approach or enquiry made directly by
a third party (including any Client or supplier of Post Office Ltd) concerning the Products or
Services or any similar products and services.
B. For the period of 12 months following the date of termination of the Agreement the Parties shall
continue to be bound by the provisions of clauses 1.5 to 1.7 (inclusive) of section A of this Part 6.
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PART 7 - FIT OUT WORKS AND BRANCH PREMISES
The following clauses shall apply in respect of the Branch Premises.
1 Fit Out Works Obligations
1.1 The Operator shall ensure that the Operator Funded Works and the Post Office Ltd Funded
Works (except those specifically and expressly indicated in Appendix 1 to the Preface as being
Post Office Ltd’s responsibility to arrange) shall be:
144 synchronised in accordance with the timetable for the Fit Out Works and the
installation of the Post Office Ltd Funded Equipment at the Branch Premises agreed
between the Parties; and
1.1.2 completed in accordance with the requirements of Appendix 11 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, as appropriate, a shareholder and/or a
director of the Operator) is suspended by Post Office Ltd under the Existing Contract
at any time before the Start Date, or prior to Post Office Ltd notifying the Operator of
the Start Date in accordance with the Preface, the Operator shall unless otherwise
instructed in writing by Post Office Ltd cease any Operator Funded Works and/or
Post Office Ltd Funded Works that it is responsible for arranging (whether or not
such works are already in progress), pending Post Office Ltd's decision whether to
reinstate the Operator (or, as appropriate, a shareholder and/or a director of the
Operator) or to terminate the Existing Contract. Post Office Ltd shall notify the
Operator of its decision in writing, and if the Operator (or, as appropriate, a
shareholder and/or a director of the Operator) is reinstated under the Existing
Contract the Operator shall promptly resume such Operator Funded Works and/or
Post Office Ltd Funded Works, and the Parties shall each use their reasonable
endeavours to agree a revised timetable for the completion of all of the Fit Out Works
and the installation of the Equipment at the Branch Premises. For the avoidance of
doubt, if the Operator continues to carry out any Operator Funded Works and/or Post
Office Ltd Funded Works during any period of suspension under the Existing Contract
such works shall be solely at Operator's risk and cost.
If the Operator or its contractors fail to comply with the requirements of this clause 1.1 and
Post Office Ltd incurs additional costs as a result, the Operator shall reimburse Post Office Ltd
on demand for those additional costs.
1.2 Post Office Ltd shall be responsible for arranging those Post Office Ltd Funded Works, if any,
which are specifically and expressly indicated in Appendix 1 to the Preface as being Post Office
Ltd's responsibility to arrange, and in particular, for entering into contracts with the relevant
contractors for the supply of any such Post Office Ltd Funded Works and making payment
directly to such contractors engaged by Post Office Ltd.
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In respect of any Fit Out Works carried out at the Branch Premises (whether arranged or paid
for by Post Office Ltd or the Operator) and the installation and set up of any Post Office Ltd
Funded Equipment, the Operator shall:
13.4 be responsible for obtaining any necessary planning, by-law or other consents, such
as planning permission, building regulations consent or other building or planning
consent, or the landlord's or owner's consent;
13.2 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
Post Office Ltd Funded Equipment and to enable such Fit Out Works and/or the
installation and set up of any Post Office Ltd Funded Equipment to be completed in
time before the Start Date;
1.3.3 ensure that, at the time Post Office Ltd’s contractors attend the Branch Premises to
install and set up any Post Office Ltd Funded Equipment and/or carry out Post Office
Ltd Funded Works and thereafter, the Branch Premises are safe, compliant with all
applicable laws and regulations (in particular in respect of power supply and all
electrical wiring) and free from hazardous materials (including asbestos);
13.4 without limiting the generality of clause 1.3.3 of this Part 7, ensure that such Fit Out
Works and/or the installation and set up of any Post Office Ltd Funded Equipment
comply with applicable obligations under the EA and the Equality Policy; and
1.3.5 check the Fit Out Works whilst they are being performed and once they are
completed and the installation and set up of any Post Office Ltd Funded 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
Post Office Ltd Funded 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
(b) the Operator's supplier or contractor, the Operator shall notify its supplier or
contractor and arrange for the defect to be rectified.
The Operator shall not and shall use its best endeavours to ensure that its contractors shall not
cause any delay to Post Office Ltd or its contractors in completing any Post Office Ltd Funded
Works and/or the installation and set up of any Post Office Ltd Funded Equipment at the
Branch Premises.
If either Party or its contractors causes any delay to the other Party or its contractors which
results in that other Party incurring any costs or liabilities, then the first Party shall reimburse
the other Party for such costs or liabilities up to an aggregate limit of £1,000. The first Party
shall not be liable to reimburse the other Party in accordance with this clause 1.5 where the
other Party or its contractors, employees or agents was the cause of the delay.
Where the Operator and Post Office Ltd have agreed the need for any making safe and other
associated works to be undertaken at the Branch Premises following the removal of Post Office
Ltd’s equipment by Post Office Ltd’s contractors, the Operator shall be responsible for
arranging such works (unless Appendix 1. of the Preface specifically and expressly indicates that
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Post Office Ltd is responsible for those works). Where the Operator is responsible for arranging
such works, it shall comply with the obligations in clause 1.5 of Part 3 and clause 1.3 of this
Part 7 in relation to such making safe and other works (to the extent such obligations are
applicable).
1.7. Post Office Ltd shall not be liable for the acts or omissions (including negligence) of:
174 the contractors engaged by the Operator (including any contractors suggested or
approved by Post Office Ltd); nor
1.7.2 the contractors engaged by Post Office Ltd in respect of works which, at the
Operator's request, such contractors undertake and which are in addition to the
works for which Post Office Ltd is responsible, as identified in Appendix 1 to the
Preface or as otherwise agreed by Post Office Ltd.
1.8 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:
211 operate the Branch from a prominent position within the Branch Premises in the
location shown on the plan in Appendix 1 of the Preface or in the absence of a plan
as described in Appendix 1 of the Preface;
2.1.2 without prejudice to the Operator's obligations to comply with the EA and other
applicable legislation, provide and maintain, such space and accommodation at the
Branch Premises for the operation of the Branch as is necessary to ensure a high
standard of customer service (including allowing sufficient space for Customers to
queue and be served comfortably, sufficient space for shelving and leaflet dispensers
to enable materials relevant to the Branch to be held and/or displayed both behind
and in front of the area of the counter used for the Branch) or as may be required by
Post Office Ltd;
2.1.3 allow Customers to use all appropriate and available facilities of the Branch Premises,
including means of access and any parking spaces made available to the Operator's
customers of the Basic Business;
2.1.4 if required by Post Office Ltd, provide reasonable space at the Branch Premises
suitable for a post box;
2.1.5 at all times maintain the interior and exterior of the Branch Premises and all parts
thereof in a good state of maintenance, repair and cleanliness and properly
decorated;
2.1.6 promptly carry out any works of redecoration, maintenance and/or repair that (i) Post
Office Ltd may reasonably require in order to bring the Branch Premises up to Post
Office Ltd's standards at any time for Local Post Office branches as specified in the
Manual, or (ii) that in Post Office Ltd's reasonable opinion are or may be required at
any time to ensure the Branch Premises are compliant with any applicable legislation;
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2.1.7 at all times provide adequate and appropriate lighting and heating at the Branch
Premises;
2.1.8 keep the Basic Business in a clean and tidy condition and adequately stocked and
shall generally ensure that its appearance complements and does not in Post Office
Ltd’s opinion have an adverse effect on the Branch. The Operator shall further
ensure that the Basic Business is not closed for business at any time when the
Branch is open for business or vice versa;
2.1.9 allow Post Office Ltd access at all times during normal working hours to the Branch
Premises and at any time in respect of an emergency.
The Operator shall not alter or convert the Branch Premises or the area of the counter used
for Transactions in any way without the prior written consent of Post Office Ltd (such consent
not to be unreasonably withheld or delayed) and any necessary planning, by-law or other
consents, such as planning permission, building regulations consent or other building or
planning consent. Each such alteration or conversion shall be carried out only in accordance
with plans, drawings and specifications previously submitted to and approved by Post Office Ltd
(such approval shall not be unreasonably withheld or delayed). The detailed preparation of such
plans, drawings and specifications and the day to day or immediate supervision by an architect
or surveyor shall be the responsibility and at the expense of the Operator.
If any part of the Branch Premises contains residential accommodation (whether as at the
Commencement Date or at any later time), the Operator shall notify Post Office Ltd, together
with details of the occupier (where this is not the Operator). If the Operator ceases to occupy
the residential accommodation or if at any time it becomes vacant, the Operator shall
immediately notify Post Office Ltd in writing.
For the duration of the Term, the Operator must maintain a Valid Property Interest in the
Branch Premises. Any breach of this obligation shall be a material breach of the Agreement for
the purposes of clause 16.2.1 of Part 2 of these Standard Conditions.
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