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Document description ON SITE VARIANT - STANDARD CONDITIONS FOR THE OPERATION OF A.
LOCAL POST OFFICE® BRANCH (POL CASH) - EXISTING PREMISES, NEW
OPERATOR
NTLP3 - This document is only for use where a new operator is
appointed to operate a LOCAL (POL Cash) branch at existing premises
and the existing agent has volunteered to leave under Network
Transformation with a discretionary termination payment.
It is not for use where:
(i) an existing agent is being appointed to operate a LOCAL (POL
Cash) branch at existing premises; or
(ii) a new operator or an existing agent is appointed to operate a
LOCAL (POL Cash) branch at new premises; or
The contract should only be issued to the operator to sign once they have
successfully completed POL's recruitment and application process and POL
has received the existing agent's conditional resignation (i.e. he has
signed and returned the Conditional Resignation Pack).
It can be issued to the operator to sign and return before POL has approved
quotes for the POL Funded Works (in which case the first version of clause 9.2
of the Preface must be used) but should not be countersigned by POL until the
quotes have been confirmed as being equal to or lower in total than the
Investment Amount specified in the Preface.
Document list Contracts list
ON SITE / OFF SITE ON SITE VARIANT
Mains/Locals Local (Operator Cash)
Version No. 46
status Clearance extended for the Bean branch only by:
Neil Ennis - 14 January 2014
Clearance extended for the Wentworth branch only by:
Neil Ennis - 13 January 2014
Clearance extended for the Loddon branch only by:
Neil Ennis - 3 January 2014
Cleared for use for the Knock branch only by:
Neil Ennis - 31 December 2013.
Date 15 January 2014
Coi c
mments Please refer to the cleared for use emails of 15 January, 14 January, 3
January and 2 January 2014 which set out Legal Services' and BD's advice
around the risks of using this contract.
POST OFFICE LIMITED
STANDARD CONDITIONS FOR THE OPERATION OF A LOCAL POST OFFICE® BRANCH
(ON SITE VARIANT, POST OFFICE LIMITED CASH)
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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
1.1 In addition to the terms defined in the Preface, the words below
have the meanings next to them unless the context requires
otherwise:
Accounting the periods into which Post Office Ltd’s
Periods 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 the type of business carried on by the Operator
Business 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 the premises specified in the Preface from which
Premises 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 any compliance training required by Post Office
Training 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
Appointment Operator set out in Appendix 3 to the Preface
Confidential any information or know-how in whatever form
Information 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 Post Office Ltd's equality and accessibility
Policy 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 the subpostmaster or operator who is currently
Subpostmaster operating, or who has previously operated, the
Existing Branch
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
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Conditions
Fit Out Works the Post Office Ltd Funded Works and _ the
Operator Funded Works as described in Appendix 1
to the Preface
Group in relation to a company:
(a) that company and any Subsidiary of that
company; and
(b) the ultimate Holding Company of that company;
and
(c) every other company which is a Subsidiary of
the same ultimate Holding Company;
in each case from time to time;
Holding shall have the meaning set out in section 1159
Company of the Companies Act 2006
Intellectual all patents, copyrights, design rights, trade
Property 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 the amount to be contributed by Post Office Ltd
Amount for the Post Office Ltd Funded Works in
accordance with clause 9.2 of the Preface and
Part 3 of these Standard Conditions
Licensed any branding, internal and external signage and
Materials 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
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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 a written notice from Post Office Ltd to the
Amend 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 all information and data:
Information
(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
Post Office Group or its business
Operator the equipment which is indicated in Appendix 2
Funded of the Preface (as varied or amended by any
Equipment Notice to Amend) as being paid for by the
Operator, together with any other items provided
by the Operator at its discretion, and which
consequently belongs to the Operator
Operator the works, being works to the Branch Premises to
Funded Works accommodate the Post Office Local facility,
which are indicated in Appendix 1 of the Preface
as being paid for by the Operator
Parties Post Office Ltd and the Operator, and Party
shall mean either of them
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Personal Data 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
Personnel the Operator's employees, agents, contractors
and advisors (including Assistants)
Post Office cash, stocks of Products and/or any other
Cash and property, papers or documents belonging to Post
Stock Office Ltd or its Customers or Clients
Post Office the group of companies comprised of Post Office
Group Limited, its holding companies, its subsidiaries
and associated undertakings (if any) and any
subsidiaries and associated undertakings of its
holding company including any subsidiaries of
those associated undertakings. The terms holding
company and subsidiary shall have the meanings
given to them in section 1159 of the Companies
Act 2006
Post Office all Intellectual Property in anything provided
Intellectual by or on behalf of Post Office Ltd in connection
Property 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
Post Office the equipment which is indicated in Appendix 2
Ltd Funded of the Preface (as varied or amended by any
Equipment 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
Post Office the works, being the enabling works to the
Ltd Funded Branch Premises to accommodate the Post Office
Works Local facility, which are indicated in Appendix
1 of the Preface as being paid for by Post
Office Ltd
Preface the preface that forms part of the Agreement
Products 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
Services the services listed in the Fees Booklet referred
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to in Part 3, as varied from time to time by
Post Office Ltd in accordance with that Part
Staff in relation to an Assistant or other member of
Liabilities Personnel, any costs and/or liabilities arising
out of or in connection with his employment or
the termination of his employment including any
contractual entitlements to salary, wages or
other emoluments, any employer’s national
insurance contributions, pay-as-you-earn tax
deductions, pension contributions or payments,
any reimbursement of employee expenses and any
settlements, awards, costs or penalties arising
in connection with any dispute between him (or
trades union representing him) and his employer
Subsidiary shall have the meaning set out in section 1159
of the Companies Act 2006
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 Post Office 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
VAT value added tax as provided for in the Value
Added Tax Act 1994
Valid a valid and marketable title to the Branch
Property Premises or a valid tenancy of the Branch
Interest 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
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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
The Operator and the Branch
The Operator agrees to operate the Branch on behalf of Post
Office Ltd in accordance with the terms of the Agreement
(including for the avoidance of doubt the Manual).
The Agreement is a contract for services and the Operator is an
agent and not an employee of Post Office Ltd. The Operator
acknowledges that no relationship of employer and employee exists
between Post Office Ltd and the Operator, or between Post Office
Ltd and any Assistant.
The National Federation of Subpostmasters (the NFSP) is an
independent members organisation supporting operators of Post
Office branches across the UK and is solely acknowledged by Post
Office Ltd as a representative body of operators. The NFSP is the
only body with which Post Office Ltd will seek to discuss and
consult on matters affecting operators, subject to any legal,
regulatory or political obligations. Such discussions will take
place within the existing and developing relationship framework.
For clarity, the Operator is permitted to provide the Products
and Services from the Branch Premises but not from any other
location (unless otherwise agreed in advance in writing between
the Parties).
The Operator shall open the Branch to Customers during at least
the Minimum Hours.
Post Office Ltd shall provide:
1.6.1 a helpline to enable the Operator to consult with Post
Office Ltd about running the Branch (details of the helpline
are contained within the Manual);
1.6.2 the Operator with stocks of Products and documentation to
use in the Branch,
Post Office Ltd has the right to enter into contracts or
arrangements with Clients for the handling of Products or the
supply of Services by the Network (including the Branch) on such
terms as Post Office Ltd considers fit. Post Office Ltd retains
the discretion as to where within the Network particular products
and services are offered.
Where the Operator is a partnership, each partner shall be
jointly and severally responsible for the performance or non-
performance of the Operator’s obligations in the Agreement.
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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
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 [ REF
_Ref321143299 \r \h \* MERGEFORMAT ] and [ REF _Ref300218610 \r
\h \* MERGEFORMAT ].
Any failure by the Operator to comply with its obligations
pursuant to this clause [ REF Ref198641682 \r \h \* MERGEFORMAT
] shall be deemed to be a material breach of the Agreement and
any failure by the Operator to comply with clause [ REF
_Ref324768356 \r \h ] only shall be deemed to be a material
breach of the Agreement which cannot be remedied.
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The Operator shall be responsible for the costs of the Manager
and/or Assistants attending the training referred to in clauses [
REF _Ref291248177 \r \* MERGEFORMAT ] and [ REF _Ref299024010 \r
\* MERGEFORMAT ] (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;
2.9.4 ensure that all Managers and Assistants wear identification
badges, as supplied by Post Office Ltd, when working in the
Branch. Such identification badges shall be obtainable from
Post Office Ltd or its nominated supplier at Post Office
Ltd’s cost;
2.9.5 itself provide, and procure from all its Personnel an
undertaking, in the form specified or referred to in the
Manual, not to use or disclose to any third party any
Official Information or Personal Data which they may
acquire. The Operator shall provide all Personnel with a
copy of their undertaking as a reminder of the obligations
contained in it. The Operator shall take such steps at its
own expense as Post Office Ltd may require in order to
enforce this undertaking and/or to restrain any breach of
ity
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
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(or any Assistant) with a view to artificially inflating the
Fees (as referred to in clause [ REF _Ref291247968 \r \h ]
of Part 3), the Operator shall immediately notify Post
Office Ltd and co-operate fully with any investigation which
may be made by Post Office Ltd’s Investigation Division, the
police and/or any investigator appointed by any Client;
2.9.8 properly complete, and ensure that the Assistants properly
complete, any Compliance Training required by Post Office
Ltd by the deadline(s) notified by Post Office Ltd.
2.10 Where the Operator has failed to comply with clause [ REF
_Ref323037727 \r \h \* MERGEFORMAT ] 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 [ REF _Ref323037727 \r \h \*
MERGEFORMAT ] 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 [ REF _Ref298938204 \r \* MERGEFORMAT ] and [ REF
_Ref321144159 \r \h \* MERGEFORMAT ], 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
3.1 The Operator shall:
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3.1.1 operate the Branch in accordance with the System from the
Start Date;
3.1.2 act honestly at all times in the operation of the Branch.
Any failure by the Operator to comply with this clause [ REF
_Ref324768492 \r \h ] 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 [ REF _Ref334103955 \r \h ] shall be
deemed to be a material breach of the Agreement;
3.1.4 accept full responsibility for the proper running of the
Branch and the efficient provision of the Products and
Services (but where the Operator is an individual, there is
no requirement for the Operator to attend the Branch
personally and where the Operator is a partnership or a
company, there will be no requirement for the partners and
directors (as appropriate) to attend the Branch personally).
Standards and service delivery
The Operator shall:
3.2.1 maintain the highest standards in all matters connected with
the Branch and Branch Premises, including implementing and
maintaining the standards specified in the Manual;
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
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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
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 Post Office 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
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
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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 [ REF Ref324768520 \r \h ] 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
The Operator shall ensure that the Branch is operated, and the
Operator’s other obligations under the Agreement are performed,
in accordance with all applicable laws and regulations. The
Operator shall not do or permit to be done anything which might
involve the Operator, Post Office Ltd or any member of the Post
Office Group breaching any laws or regulations.
Recording, provision of information, accounting and settling
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:
3.7.1 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;
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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
An Operator is free to take part in any national and local
political activities subject to the following conditions:
3.8.1 he must not engage in or allow his Personnel to engage in
political activities (including wearing symbols or badges
associated with a political party or cause) whilst operating
or working in the Branch or the Basic Business, or whilst
on or in the vicinity of the Branch Premises;
3.8.2 he must not allow any other person to engage in political
activities whilst on the Branch Premises;
3.8.3 he must not exhibit any notice soliciting votes for any
particular candidate or with any party or political object
either in, on or in the vicinity of the Branch Premises or
on any vehicle under the control of Post Office Ltd or any
member of the Post Office Group; and no leaflet or address
with a party or political object may be placed or left by
the Operator or anyone associated with 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
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given to Customers in the proper conduct of the Branch or are
returned to Post Office Ltd or, in the case of cash or financial
instruments are collected by a cash in transit provider or are
paid into a bank. Whilst the Post Office Cash and Stock are in
the Operator’s possession, it shall keep them in a place of
security.
The Operator shall retain financial responsibility (in accordance
with the Agreement) following the termination of the Agreement,
and it will be required to make good any losses (including losses
arising from Transaction corrections and stock losses) incurred
during its operation of the Branch which may subsequently come to
light.
Intellectual Property Licence
Subject to the terms of the Agreement, Post Office Ltd grants to
the Operator a non-exclusive, non-transferable, revocable licence
to:
5.1.1 operate the System; and
5.1.2 use the Licensed Materials,
solely for the purposes of operating the Branch and advertising
it. in accordance with clauses
and [ REF _Ref202412198 \r \* MERGEFORMAT ] of
this Part 2.
The Licensed Materials
The Operator shall:
6.1.1 only use the Licensed Materials in connection with the
operation of the Branch or provision of the Products and
Services in accordance with the Manual. Post Office Ltd may
remove or withdraw from the Operator any materials or other
things whatsoever which are not Licensed Materials or are
not being used in accordance with the Agreement or the
Manual;
6.1.2 not reproduce any Licensed Materials or any Post Office
Intellectual Property, unless expressly authorised in
writing by Post Office Ltd;
6.1.3 not use any Licensed Materials in any way that is liable to
mislead the public or which would otherwise be detrimental
to or inconsistent with the good name, goodwill, reputation
or image of Post Office Ltd;
6.1.4 not use any Licensed Materials in conjunction with any other
marks or names without the prior written consent of Post
Office Ltd;
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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 Post Office Group;
6.1.7 not make any representation or do any act which may be taken
to indicate that the Operator has any right, title or
interest in or to the ownership or use of the Post Office
Intellectual Property other than as conferred by the
Agreement;
6.1.8 not challenge the validity of any Post Office Intellectual
Property or the title of Post Office Ltd or any other member
of the Post Office Group to the Post Office Intellectual
Property; and
6.1.9 when requested, give to Post Office Ltd all reasonable
assistance in obtaining registrations of Post Office Ltd’s
rights in any trade marks or other Intellectual Property.
The Operator shall not use the Trade Marks or the Post Office
Intellectual Property except:
6.2.1 as part of the Licensed Materials; and
6.2.2 where the Operator has obtained the specific prior written
consent of Post Office Ltd in respect of the proposed use of
the Trade Marks in the operation of the Branch (including on
any website operated by the Operator).
Post Office Ltd and Post Office Group or Clients are or will be
the proprietors or licensees of all the Intellectual Property
used in the operation of the Branch. All rights in the Post
Office Intellectual Property (including Customer data reasonably
required for the operation of the Branch) shall remain vested in
Post Office Ltd or the relevant member of Post Office Group. The
Operator shall not by virtue of the Agreement acquire any right,
title or interest of any kind other than as specifically granted
in the Agreement to any of the Post Office Intellectual Property.
The Operator shall execute a written assignment of any such
rights or interest on request by Post Office Ltd, and will
provide copies of such data or other relevant materials on
request.
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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 [ REF Ref205106606 \r \* MERGEFORMAT ] 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, and subject to any obligations relating to the
maintenance of such Post Office Ltd Arranged Equipment pursuant
to Part 4 of these Standard Conditions, all Licensed Materials
shall be installed, displayed and maintained at the expense of
the Operator. The Operator shall be responsible for obtaining any
necessary planning, by-law or other consents in respect of the
Licensed Materials, irrespective of whether they are also Post
Office Ltd Funded Equipment.
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.
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The Licensed Materials and Post Office Intellectual Property must
not be used in connection with any private business, including
the Basic Business, without the express prior written consent of
Post Office Ltd (to which it may attach such conditions as it
thinks fit), or in such a way as to imply that Post Office Ltd or
Post Office Group is in any way connected with those activities.
Advertising
The Operator shall not use any title or carry out any
advertising, marketing or promotion of any kind (including any
advertising, marketing or promotion in newspapers, magazines,
brochures or flyers, on television, radio or the internet or
using any social media) of the Basic Business or any other
business which:
8.1.1 shall be capable of being interpreted in any way as an
endorsement by Post Office Ltd, Post Office Group or any
Client of any element of the Basic Business or any other
business; or
8.1.2 may imply that Post Office Ltd, Post Office Group or any
Client is in any way connected or associated with any
element of, or involved in the management of, the Basic
Business (e.g. “Post Office Stores”) or any other business.
The Operator shall not promote or advertise in, on or around the
Branch Premises any political party or support in any manner any
political causes in such a way that the Branch, the Network or
the Branch Premises may in any way be associated with such
political party or cause.
In addition to the obligations in clauses [ REF _Ref324768616 \w
\h \d "" ] and [ REF _Ref324768629 \r \h ], the Operator shall
not display any advertising in or around the Branch Premises
which relates to:
8.3.1 any illegal business or matter;
8.3.2 any controversial matter, an advertisement for which might
suggest that Post Office Ltd supported one side or the
other;
8.3.3 any products or services of a kind offered by Post Office
Ltd and of a type referred to in clause [ REF _Ref324769358
\r \h ] 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;
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10.
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8.3.5 in the reasonable opinion of Post Office Ltd, is likely to
cause offence to a substantial part of the general public or
offend ethnic, religious or other groups; or
8.3.6 in the opinion of Post Office Ltd, might bring Post Office
Ltd into disrepute.
Technology Licence
Post Office Ltd licenses to the Operator on a non-exclusive, non-
transferable, revocable basis the use of such technology,
hardware, software and data as Post Office Ltd may determine, at
its sole discretion, to be necessary (the Technology), solely for
the proper operation by the Operator of the Branch under the
Agreement.
The Operator agrees not to use the Technology for any purpose
other than the operation of the Branch and strictly to adhere to
all instructions and terms and conditions relating to the
Technology which are communicated to the Operator by Post Office
Ltd.
Data Protection
1 Terms and expressions used in this clause [ REF _Ref321404683 \r
\* MERGEFORMAT ] shall have the meaning assigned to them in the
DPA unless otherwise stated.
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.
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.
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;
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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 [ REF Ref321404683 \r ].
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.
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10.10 The Operator shall take all reasonable steps to ensure the
reliability of all Personnel who have access to any Personal
Data.
10.11 The Operator shall maintain proper records of all training
undertaken by Personnel with regard to the DPA, and shall allow
Post Office Ltd to inspect any such records on request.
10.12 Notwithstanding references to Personnel in this clause [ REF
_Ref321404683 \r \h ], 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:
10.15.1 return the Personal Data to Post Office Ltd, together
with all copies of the Personal Data in its possession or
control; and/or
10.15.2 provide the Personal Data to a third party (which may
include a Client or a New Operator) as instructed by Post
Office Ltd; and/or
10.15.3 carry out a certified destruction of the Personal Data.
10.16 The Operator shall not retain (and for the avoidance of doubt
will ensure that its Personnel do not retain) any copy of any
part of the Personal Data, in any form or media, and will provide
to Post Office Ltd a certificate signed by the Operator, or a
duly authorised officer of the Operator, confirming its exacting
compliance with the requirements of this clause [ REF
_Ref321326055 \r \* MERGEFORMAT ].
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.
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11.2 The Operator shall be solely responsible on its own behalf and on
11.
3
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.
In order for the Operator to monitor its own compliance with the
requirements of the EA and the Equality Policy, and demonstrate
compliance to Post Office Ltd, the Operator shall:
11.3.1 carry out regular self-audits to assess compliance with
the EA and the Equality Policy (at its own cost); and
11.3.2 provide a copy of the latest self-audit report to Post
Office Ltd within 14 days of receiving a request from Post
Office Ltd and be prepared to discuss it with Post Office
Ltd if required; and
11.3.3 in any case, if the audit report shows that the
requirements of the EA and/or the Equality Policy are not
being met then the Operator shall immediately inform Post
Office Ltd in writing; and shall comply with any
instructions issued by Post Office Ltd as a result,
including ceasing to provide certain Products or Services
until compliance with its obligations under the EA and the
Equality Policy has been achieved.
11.4 The Operator shall:
11.4.1 co-operate fully with any and all monitoring and audit
activities undertaken by or on behalf of Post Office Ltd
in order to assess compliance by the Operator with the EA
and the Equality Policy;
11.4.2 if such monitoring or audit activity shows that the
requirements of the EA and/or the Equality Policy are not
being met then the Operator shall comply with any
instructions issued by Post Office Ltd as a result,
including ceasing to provide certain Products or Services
until compliance with its obligations under the EA and the
Equality Policy has been achieved.
11.5 The Operator shall:
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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 enguiry, 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:
12
12.
1
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.
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
[ REF _Ref204059596 \r \* MERGEFORMAT ] shall not extend to
information which:
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12.
12.
12.
12.
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3
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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 [ REF Ref204059596 \r \* MERGEFORMAT ]); 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 [ REF _Ref204059596 \r \* MERGEFORMAT ].
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 Post Office Group or
the Branch and which was placed on such website by or on behalf
of the Operator.
The Operator shall help Post Office Group, or other postal
operators which are Clients, to ensure that all communications
and items entrusted to them reach addressees promptly and safely,
and that they do not reach those not entitled to receive them.
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 [ REF
_Ref204059596 \r \* MERGEFORMAT ], [ REF _Ref204059644 \r \*
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MERGEFORMAT ] and [ REF _Ref204059647 \r \* MERGEFORMAT ] to [
REF Ref204059649 \r \* MERGEFORMAT ] (inclusive).
12.8 All Confidential Information in any format must be returned by
the Operator to Post Office Ltd on request or must be securely
disposed of in accordance with instructions issued by Post Office
Ltd.
12.9 The Operator shall not use any information available to it as a
result of operating the Branch for the benefit of its private
interests (including in relation to the Basic Business or any
other business of the Operator).
12.10 Post Office Ltd has a duty to safeguard its own interests and
those of any person involved in its business (including any
Client) in relation to material that is published in the media.
The Public Relations department of Post Office Ltd is primarily
responsible for:
12.10.1 deciding whether Post Office Ltd should enter into public
correspondence, and
12.10.2 ensuring fair and accurate presentation of facts about
Post Office Ltd and its business,
and no other person (including the Operator and any Assistant) is
entitled to comment publicly on such matters. In particular, any
untrue, ill-informed or reckless comment will be challenged by
Post Office Ltd. While recognising the right of any person to
comment publicly on matters of general interest, Post Office Ltd
expects the Operator and any Assistants who may wish to comment
publicly upon matters affecting Post Office Ltd to exercise this
right in a responsible manner. The Operator must ensure that when
communicating with the press or offering comment which may be
published, or broadcast on radio or television, that 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.
12.11 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
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(c) of a financial nature in relation to the Branch, Post
Office Ltd, its business or Post Office Group or its
business,
be disclosed. For the avoidance of doubt, this clause [ REF
_Ref327798593 \r ] 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 [ REF
_Ref327798614 \r ] and [ REF _Ref327798627 \r ];
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.
12.12 The Operator shall exercise particular care if offering any
spontaneous comment to the press, broadcasting reporters or
interviewers.
12.13 The Operator shall not, in a manner which is damaging or hostile
to Post Office Ltd, its business, the Branch or the Clients or
which is in breach of the obligation of confidence contained in
the Agreement:
12.13.1 publish any document, book, play or article;
12.13.2 broadcast or make any comment or statement on radio,
television or the internet;
12.13.3 produce or exhibit a film or photographs;
12.13.4 give a talk or lecture;
12.13.5 publish a blog or post any comment using social media; or
12.13.6 take part in a public discussion by any means.
12.14 The Operator shall not, without the prior written permission of
Post Office Ltd, write to or interview members of the public in
relation to the Branch or any other matter relating to Post
Office Ltd or any Clients or Customers other than for the purpose
of correcting any error made by the Operator in the operation of
the Branch.
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13 Reimbursement
13.1 The Operator shall reimburse Post Office Ltd in full on demand
for all losses, claims, demands, proceedings, liabilities, costs
and expenses (including reasonable legal costs and expenses)
incurred by Post Office Ltd as a result of:
13.1.1 any negligence or breach of the Agreement by the Operator
or its Personnel;
13.1.2 any misuse or infringement of any Intellectual Property of
any third party by the Operator or its Personnel; and/or
13.1.3 any claim brought under the EA and/or its regulations in
respect of the Branch.
14 Insurance
14.1 In relation to the operation of the Branch and the Basic
Business, the Operator shall take out and maintain, at its own
expense, insurance with a reputable insurance company in relation
to the risks and liabilities of operating the Branch and the
Basic Business. Such insurance will cover as a minimum and for an
appropriate amount:
14.1.1 all risks which the Operator is obliged by law to insure
against in order to operate the Branch and the Basic
Business, including employer’s liability insurance;
14.1.2 liability in respect of claims brought by Customers and
third parties (including third party contractors, third
party suppliers and visitors to the Branch Premises)
including public liability insurance; and
14.1.3 damage to or destruction of the Branch Premises or the
fixtures and fittings at the Branch Premises.
14.2 Where requested, the Operator shall provide Post Office Ltd, on
demand, with such policy or policies taken out in accordance with
clause [ REF Ref291238275 \r \* MERGEFORMAT ] above together
with such evidence that the then current premiums have been paid.
14.3 Post Office Ltd shall bear no responsibility for insuring any of
the Operator’s obligations and liabilities under the Agreement,
or for insuring the Branch, the Branch Premises or the Equipment
and shall not make any financial contributions towards the
payment of any insurance premiums.
14.4 Post Office Ltd requires the Operator to consider taking out
insurance to cover the death, injury or illness of any key
Personnel in the Branch.
15 Suspension
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15.1 Post Office Ltd may suspend the Operator from operating the
Branch (and/or, acting reasonably, require the Operator to
suspend all or any of its Assistants engaged in the Branch from
working in the Branch), where Post Office Ltd considers this to
be necessary in the interests of Post Office Ltd as a result of:
15.1.1 the Operator and/or any Assistant being arrested, charged
or investigated by the police or Post Office Ltd in
connection with any offence or alleged offence;
15.1.2 civil proceedings being brought against the Operator
and/or any Assistant; or
15.1.3 there being grounds to suspect that the Operator is
insolvent, to suspect that the Operator has committed any
material or persistent breach of the Agreement, or to
suspect any irregularities or misconduct in the operation
of the Branch, the Basic Business or any other Post
Office® branches with which the Operator and/or any
Assistant is connected (including any financial
irregularities or misconduct) .
15.2 During the period of any suspension, whether under clause [ REF
_Ref293310778 \r \* MERGEFORMAT ] 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
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
15.3 Following the Operator’s suspension, whether under clause [ REF
_Ref293310778 \r \* MERGEFORMAT ] or otherwise, the Operator
shall at its own cost and expense promptly take all reasonable
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steps to enable Post Office Ltd to maintain access for Customers
during the period of suspension to Products and Services.
16 Termination
16.1 Following the Commencement Date the Agreement will continue
until:
16.1.1 either Party gives to the other not less than 6 months’
written notice (unless otherwise agreed between the
Parties in writing), which cannot be given so as to expire
before the first anniversary of the Start Date; or
16.1.2 it is terminated at any time in accordance with its terms.
16.2 In addition to any other rights of termination contained in other
Parts, Post Office Ltd may terminate the Agreement immediately on
giving written notice to the Operator if the Operator:
16.2.1 commits any material breach of the provisions of the
Agreement or any other contract or arrangement between the
Parties and fails to remedy the breach (if capable of
remedy) within 14 days of a written notice from Post
Office Ltd specifying the breach and requiring the same to
be remedied. Any references in these Standard Conditions
to a breach of a particular obligation by the Operator
being deemed to be material and/or irremediable are not
intended to be exhaustive and shall not prevent Post
Office Ltd from exercising its rights under this clause in
respect of any other breach of the Agreement which is
material and/or irremediable;
16.2.2 fails to provide the Products or Services to the standards
required by Post Office Ltd as set out in the Manual and
fails to remedy the failure (if capable of remedy) within
14 days of a written notice from Post Office Ltd
specifying the failure and requiring the same to be
remedied;
16.2.3 ceases to operate the Basic Business;
16.2.4 prior to entering into the Agreement, provided Post Office
Ltd with any false or misleading information or omits any
material fact;
16.2.5 is a company and the Operator: becomes insolvent, enters
into liquidation, whether compulsorily or voluntarily,
otherwise than for the purpose of amalgamation or
reconstruction or if an administration order is made in
respect of the Operator;
16.2.6 is a single director company and the director: dies; or by
reason of illness or incapacity (whether mental or
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physical), becomes incapable of managing the Operator’s
affairs or becomes a patient under any mental health
legislation;
16.2.7 is an individual and the Operator: becomes the subject of
a bankruptcy petition or order; dies; or by reason of
illness or incapacity (whether mental or physical),
becomes incapable of managing his own affairs or becomes a
patient under any mental health legislation;
16.2.8 is a partnership and the partnership is dissolved;
16.2.9 makes any arrangement or composition with its creditors or
shall have a receiver (including an administrative
receiver) or administrator appointed over all or any part
of its assets or if the Operator takes any similar action
in consequence of debt;
16.2.10 has failed to acquire or enter into a Valid Property
Interest prior to taking up occupation of the Branch
Premises;
16.2.11 changes the use of the Branch Premises in contravention of
the terms of the Valid Property Interest;
16.2.12 commits any other breach of the terms of, or the
requirement to have, a Valid Property Interest and/or
commits any breach of the Operator’s interest in the
Branch Premises being a breach of any tenancy lease or
freehold interest which could give rise to the termination
of that interest or which could render the Operator unable
to comply with all the terms of the Agreement;
16.2.13 itself, or the Manager or a director of the Operator, is
charged with any criminal offence (other than a Road
Traffic Offence not involving imprisonment) ;
16.2.14 challenges the validity of any of the Post Office
Intellectual Property or the title of Post Office Ltd or
Post Office Group to the Post Office Intellectual
Property;
16.2.15 fails to properly account for any money due to, or stock
of, Post Office Ltd or the Clients; or
16.2.16 fails to pay any sum due to Post Office Ltd under the
Agreement by the due date.
.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
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16.
16.
17
17.
17.
17.
17.
upon notice in writing to the Operator to immediately terminate
the Agreement.
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.
5 The Operator shall promptly notify Post Office Ltd in writing of
any circumstances which would give Post Office Ltd a right to
suspend or terminate the Agreement.
Consequences of Termination
1 If notice to terminate the Agreement is provided by Post Office
Ltd in accordance with clause [ REF Ref324768854 \r \*
MERGEFORMAT ], 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.
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.
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.
4 Immediately upon the termination of the Agreement, the Operator
shall, subject to any agreement between the Operator and Post
Office Ltd pursuant to clause [ REF Ref327279534 \r J:
17.4.1 stop operating the Branch;
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17.
5
17.4.2
17.4.3
17.4.4
17.4.5
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stop using Post Office Intellectual Property and any
signs and other display or advertising matter (including
Licensed Materials) indicative of Post Office Ltd or of
any association with Post Office Ltd and deliver up the
Licensed Materials to Post Office Ltd;
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
(c) all such other property of Post Office Ltd as is in
the Operator’s possession (including, unless otherwise
specified in writing by Post Office Ltd, any Post
Office Ltd Funded Equipment and the Manual),
free of any cost or charge to Post Office Ltd;
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;
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
pay to Post Office Ltd all sums of money owed by the
Operator to Post Office Ltd.
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 [ REF Ref324768814 \r \h ], 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
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clause [ REF _Ref324768839 \r \h ] of this Part 2 or by Post
Office Ltd in accordance with clause [ REF _Ref324768854 \r \h ]
of this Part 2.
.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.
.7 The Operator shall not during any notice period to terminate the
Agreement, except with the prior written consent of Post Office
Ltd:
17.7.1 alter in any material respect the terms and conditions of
employment of any of the Assistants engaged wholly or
mainly at that time in the operation of the Branch (the
Relevant Assistants) (including any increase in salary,
wages or other emoluments (whether pursuant to a general
review or otherwise) where the effect of such increase
would be to increase the annual salary, wages or other
emoluments of any Relevant Assistants to an annual level
above the market rate paid to such personnel across the
industry);
17.7.2 assign any member of the Operator’s staff (not already
engaged in operating the Branch as an Assistant) to the
operation of the Branch; or
17.7.3 engage new employees as Relevant Assistants except to
directly replace Relevant Assistants who have left the
Operator’s employment.
.8 The Operator agrees that that during any notice period to
terminate the Agreement it shall, subject to any applicable data
protection legislation and any other applicable laws, on Post
Office Ltd’s reasonable written request, provide to Post Office
Ltd, or at Post Office Ltd’s direction, a New Operator, within 2
weeks from the date such request, full written details of the
identity and terms and conditions of employment of the Relevant
Assistants (and any other person who is subsequently assigned to
or engaged in the operation of the Branch).
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17.9 The Operator shall co-operate (and use all reasonable endeavours
to procure co-operation from its Personnel) in the orderly
transfer of employment of any Personnel whose contracts of
employment transfer to any new employer by virtue of the Transfer
of Undertakings (Protection of Employment) Regulations 2006.
17.10 The termination of the Agreement will not affect the coming into
force or the continuation in force of any of its provisions which
expressly or by implication are intended to come into force or
continue in force on or after the termination.
17.11 The Operator acknowledges that he shall not be entitled to
receive any compensation or other sums in the event of the
termination or suspension of the Agreement.
18 Bribery Act 2010
18.1 Post Office Ltd requires all operators to be aware of their
responsibilities under any applicable anti-bribery and anti-
corruption legislation. The Operator shall, and shall procure
that any associated person shall:
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.
18.2 Any breach of this [ HYPERLINK "http://commercial.practicallaw.com/3-100-
9611?q=&qp=&qo=&qe=" \II "ai011788"] by the Operator shall be deemed a
material breach of the Agreement which cannot be remedied for the
purposes of clause [ REF _Ref324768899 \r \h ].
18.3 For the purpose of this [ HYPERLINK "http://commercial.practicallaw.com/3-100-
9611?q=&qp=&qo=&qe=" \I "ai011788"], 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
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entirely at the discretion of Post Office Ltd. Post Office Ltd
may, but shall not be obliged to, consider any application for
the operation of a Post Office branch at the Branch Premises made
by a genuine prospective purchaser of the Basic Business and the
property interest at the Branch Premises, but any such
prospective purchaser shall not be given preferential treatment
in the application or appointment process.
Entire agreement and Notices to Amend
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
21
may amend the terms of the Agreement at any time providing it has
given a Notice to Amend to the Operator. Notwithstanding the
foregoing, Post Office Ltd reserves the right to amend the
Agreement on a shorter period of notice to the Operator if such
amendment is being made to comply with any statutory or
regulatory requirement, and shorter notice is necessary to comply
with that requirement. The Operator may, notwithstanding clause [
REF _Ref324768839 \r \h ] of this Part 2, terminate the Agreement
by giving 3 months’ written notice to Post Office Ltd within 1
month of receipt of a Notice to Amend.
Notices
21.1 Unless otherwise specified in the Agreement, any notice to be
22
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 7D2Z;
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.
Choice of Law and Jurisdiction
22.1 The Agreement shall be governed and construed according to the
23
law of England and the Parties agree to submit to the exclusive
jurisdiction of the English Courts.
Miscellaneous
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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. 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.
23.3 The rights and remedies provided by the Agreement are cumulative
and (except as otherwise provided in the Agreement) are not
exclusive of any rights or remedies provided by law.
23.4 If there is any inconsistency between the Conditions of
Appointment, the Standard Conditions and the Manual (in its
current form as at the date of the Agreement), then the following
order of precedence shall apply:
23.4.1 the Conditions of Appointment;
23.4.2 the Standard Conditions; and
23.4.3 the Manual.
23.5 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.
23.6 Where in the Agreement there is reference to any matter to be
specified by Post Office Ltd, notice of such specified
requirements may be communicated by way of amendment or addition
to the Manual. In any event, such notice shall be in writing but
may be sent or published using electronic means.
23.7 If any one or more of the terms of the Agreement is held to be
invalid or unenforceable by a Court of competent jurisdiction but
would be valid if part of the wording was deleted then the
term(s) shall apply with the minimum modifications necessary to
make them valid and effective. It is intended and understood by
the Parties that any invalidity or unenforceability will not
affect the application of the remaining obligations in the
Agreement.
24 Interpretation
24.1 In the Agreement unless the context requires otherwise:
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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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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 [ REF _Ref332965279 \r \h ]. 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 [ REF _Ref323107700 \r \h
J] 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:
1.5.1 prior to the Commencement Date, have obtained, in accordance
with the instructions and format prescribed by Post Office
Ltd (including as to the number of quotes that the Operator
is required to provide), quotes for each part of the Post
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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 [ REF Ref346097609 \r \h ];
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, and subject to any obligations in relation to
the start of the Post Office Ltd Funded Works in the
Preface, enter into contracts with the relevant contractors
for the supply of those Post Office Ltd Funded Works which
the Operator is responsible for arranging;
1.5.3 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;
1.5.4 notwithstanding any other provision of the Agreement or
Appendix 1 to the Preface, at Post Office Ltd’s request, the
Operator shall engage Post Office Ltd’s preferred
contractors to undertake that part of the Post Office Ltd
Funded Works (if any) which the Operator is responsible for
arranging; and
1.5.5 subject to clause [ REF _Ref322010000 \r \h ] of this Part
3, pay the relevant contractors directly for their work.
Subject to clause [ REF Ref322010030 \r \h ] 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 [ REF
_Ref346098635 \r \h ] of this Part 3, provided that:
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1.6.1 at the time of seeking reimbursement, the Operator must
provide Post Office Ltd with a valid VAT invoice from each
of the Operator’s contractors, identifying a breakdown of
work, together with evidence acceptable to Post Office Ltd
that the Operator has paid such invoices;
1.6.2 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;
1.6.3 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 [ REF _Ref346098635 \r \h
] 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
1.6.4 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 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.
Repayment of Set Up Costs
If the Agreement is terminated at any time prior to, or within 18
months of the Start Date, then unless:
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2.1.1 the termination of the Agreement was by Post Office Ltd in
accordance with clause [ REF Ref327799587 \r ]; or
2.1.2 a New Operator is appointed by Post Office Ltd at the Branch
Premises,
the Operator shall, if required by Post Office Ltd, on demand,
pay to Post Office Ltd a proportion of the Set Up Costs incurred
by Post Office Ltd in respect of the Agreement.
For the purposes of this clause [ REF _Ref327799737 \r \h ], 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 [ REF _Ref327799694 \r \*
MERGEFORMAT ] shall be calculated by pro-rating the total Set Up
Costs in the same proportion as the number of days from the date
of termination to the date falling 18 months after the Start Date
bears to the full 18 month period, but in any event the pro-rated
amount to be paid by the Operator shall not be more than £8,000.
Post Office Ltd will notify the Operator in writing of the pro-
rated amount owed and provide a breakdown of the relevant Set Up
Costs. 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.
Fees Booklet
The Fees Booklet (and the Products, Services and Fees referred to
in it) may be varied by Post Office Ltd at any time by an
amendment or addition to the Fees Booklet or otherwise by written
notification by Post Office Ltd to the Operator. Any such
amendment or addition to the Fees Booklet shall take effect on
the date set out in the notification to the Operator, and it is
acknowledged that any such change may take effect immediately.
The Operator acknowledges that it shall not be entitled to
receive any compensation or other sums in the event of any
variation to the Fees Booklet (and the Products, Services and
Fees referred to in it).
Those Products and Services listed in the Fees Booklet and marked
with an asterisk (*) (Direct Sale Products and Services) are
those in respect of which either:
3.3.1 sales cannot be concluded in the Branch by the Operator
and/or its Assistants but can only be concluded as a result
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of Customers subsequently contacting internet websites or
call centres operated on behalf of Post Office Ltd; or
3.3.2 (where Post Office Ltd has specified this to the Operator in
writing in respect of any Direct Sale Product or Service),
sales can be concluded both in the Branch and as a result of
Customers subsequently contacting internet websites or call
centres operated on behalf of Post Office Ltd.
In relation to Direct Sale Products and Services, the references
in the Fees Booklet to “per Transaction”, “per policy”, “per
bond”, “per £1 sales”, “per loan” etc. are references to the
actual conclusion of the sale of the relevant Direct Sale Product
or Service, whether through such websites or call centres or
(where Post Office Ltd has specified in accordance with clause [
REF _Ref324769152 \r \h ] 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.
Provided that the Operator complies with the Agreement, Post
Office Ltd will pay the Operator the Fees as follows:
3.4.1 the Fees payable in respect of each Transaction (or series
of Transactions) of Direct Sale Products and Services which
is attributable to an introduction made by the Operator or
its Assistants, shall be paid no later than 3 calendar
months following the date on which the sale of the Direct
Sale Product or Service is concluded;
3.4.2 the Fees payable in respect of each Transaction (or series
of Transactions) of all Products and Services conducted
using a Horizon, paystation™ or other terminal shall be paid
by the end of the calendar month following the Accounting
Period in which the relevant Transaction (or series of
Transactions) took place.
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).
Unless otherwise specified in the Preface with regard to the Fees
payable in the first and second Accounting Periods following the
Start Date:
3.5.1 the amount of Fees payable from the Start Date shall be a
variable monthly payment, calculated on a “per Transaction”
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basis in accordance with clauses
to [ REF Ref291247654 \r \h ] of this Part 3 and in
accordance with the Fees Booklet; and
3.5.2 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 either the First Fees Payment(s) made by Post Office
Ltd to the Operator in accordance with the Preface (if any)
or the Fees otherwise paid to the Operator in the first two
calendar months in respect of transactions carried out at
the Branch by the Existing Subpostmaster prior to the Start
Date. The Operator may receive Fees in the last calendar
month during the Term for Transactions carried out in
preceding Accounting Periods.
If the Operator is not registered for VAT on the Commencement
Date and is subsequently required to register for VAT he shall do
so and shall notify Post Office Ltd of the registration in a
timely manner. If the Operator fails to register for VAT when
required to do so or fails to promptly notify Post Office Ltd of
his VAT registration, the Operator, and not Post Office Ltd,
shall be responsible for the value of any claim from HMRC for VAT
on the payments made to the Operator under the Agreement and the
Operator shall reimburse Post Office Ltd on demand and in full in
respect of any such claim.
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).
Post Office Ltd and the Operator agree that a self-billing
arrangement will operate in respect of the Fees due under the
Agreement. Therefore the Parties agree that:
3.8.1 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;
3.8.2 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;
3.8.3 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;
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3.8.4 the self-billing arrangement will continue until the
termination of the Agreement;
3.8.5 Post Office Ltd will inform the Operator if the issue of
self-billing invoices is to be outsourced to a third party;
3.8.6 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;
3.8.7 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.
Training costs
The cost of the initial training referred to in clauses [ REF
_Ref291248177 \r \* MERGEFORMAT ] and [ REF _Ref300218610 \r \*
MERGEFORMAT ] 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.
No benefit received from an Existing Subpostmaster
The Operator warrants to Post Office Ltd that it has not given
to, or received from, the Existing Subpostmaster (or any
Connected Person on behalf of or connected with the Existing
Subpostmaster) any benefit in money or money's worth in
connection with the Operator’s appointment pursuant to the
Agreement. A breach of this clause [ REF _Ref305679720 \r ] shall
amount to a material breach which cannot be remedied for the
purposes of clause (I REF _Ref325987588 \r ] of Part 2.
For the avoidance of doubt, clause [ REF _Ref305679720 \r \h ]
shall not prevent the Operator from paying a full market price,
on a proper commercial and arm's length basis, to the Existing
Subpostmaster (or any Connected Person) in connection with:
5.2.1 obtaining a Valid Property Interest in the Branch Premises;
and/or
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5.2.2 the purchase of the retail business previously operated by
the Existing Subpostmaster from the Branch Premises,
provided that no part of such payment relates to the opportunity
to operate the Branch. If requested by Post Office Ltd at any
time, the Operator shall provide all such information and
supporting evidence as Post Office Ltd may reasonably require in
relation to any payment made by the Operator to the Existing
Subpostmaster (or any Connected Person) in accordance with this
clause [ REF _Ref350096163 \r \h ].
For the purposes of this clause [ REF _Ref305679593 \r \*
MERGEFORMAT J], Connected Person means, in relation to the
Existing Subpostmaster:
5.3.1 his spouse, civil partner or any person with whom he is or
has been in a long term relationship;
Diade2 any person who is or has been related by blood, marriage,
adoption or civil partnership to him;
5.3.3 a trustee of a trust (excluding an employee's share scheme
or a pension scheme) of which the beneficiaries or potential
beneficiaries include him or any of the persons mentioned in
clauses [ REF Ref303354777 \r \* MERGEFORMAT ] and
of this Part 3;
5.3.4 any person, partnership or company which has a legal or
beneficial interest in the premises from which the Existing
Branch has been operated;
5.3.5 any person, partnership or company who has a legal or
beneficial interest in any residual retail (or other)
business operated from the premises from which the Existing
Branch has been operated;
5.3.6 a company where any of the officers, shadow officers or
shareholders of the company or any company in its Group
include him or any of the persons mentioned in clauses [ REF
_Ref303354777 \r ] to [[)REF )REf326934172,\\P)] of this Part
3 (inclusive);
5.3.7 a partnership (or partner in a partnership) in which any of
the partners include him or any of the persons mentioned in
clauses [[/REF)]Re£303354777)\r J) to
of this Part 3 (inclusive); or
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5.3.8 a limited liability partnership in which any of the members
include him or any of the persons mentioned in clauses [ REF
Ref303354777 \r \* MERGEFORMAT ] to
of this Part 3 (inclusive).
Recovery of Investment Amount and of sums due
In this clause [ REF _Ref329252706 \r \h ], 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 [ REF _Ref346098635 \r \h
] of this Part 3, has not been wholly used by the Operator for
the Purpose, Post Office Ltd may reclaim (pursuant to clause [
REF _Ref327799942 \r \h ] 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.
If the Operator at any time owes any money to Post Office Ltd
under the Agreement or any other contract or agreement, Post
Office Ltd may deduct such money from any amount due to the
Operator under the Agreement or any other contract or agreement
between Post Office Ltd and the Operator, including from the Fees
and/or the Investment Amount.
PART 4 — EQUIPMENT FOR A LOCAL BRANCH
Post Office Ltd will loan to the Operator the Post Office Ltd
Funded Equipment for the Term for use in the Branch, subject to
the Operator complying with its obligations in this Part 4.
The responsibility of each of the Parties for procuring and
maintaining each item of Equipment is summarised in Appendix 2 to
the Preface.
Post Office Ltd may from time to time after the Commencement Date
add or remove items of Equipment for use in the Branch in
Appendix 2 of the Preface by issuing a Notice to Amend but the
obligations to maintain and/or repair any item of Equipment in
Appendix 2 as at the Commencement Date shall not be varied. Post
Office Ltd shall be responsible for the cost of supplying and
maintaining any such additional items of Equipment.
The Post Office Ltd Funded Equipment shall at all times remain
owned or controlled by Post Office Ltd. The Operator shall
safeguard all Equipment and keep it in good condition (fair wear
and tear excepted) in accordance with the Manual (including any
ancillary items supplied with the Equipment, for example keys to
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the safe). The Operator shall be liable for any loss of, or
damage to, any Equipment where Post Office Ltd reasonably
believes such loss or damage is the result of any negligence by
the Operator, his Personnel or otherwise or any breach of the
Agreement, wilful default, error or criminal act of the Operator
or any Personnel.
Where Appendix 2 of the Preface so specifies, the Operator shall
be responsible for arranging and ensuring all repairs and
maintenance of, and shall observe all statutory obligations and
regulations in respect of the operation of, the relevant item of
Equipment. Post Office Ltd will maintain the Horizon equipment
and Post Office Ltd shall be responsible, at its cost, for
repairing inherent defects in any other item of the Post Office
Ltd Funded Equipment which are not caused by the act or omission
of the Operator or its Personnel.
The Operator shall:
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
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11.
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Office Ltd will discuss with the Operator the position within the
Branch Premises where the PO Terminals are to be located, but, in
the absence of agreement, Post Office Ltd (acting reasonably)
will determine such location. Where Post Office Ltd does provide
PO Terminals, the Operator shall ensure that they are used solely
to conduct Transactions. Post Office Ltd will arrange (whether
directly or through the Operator) for the PO Terminals to be
installed at the specified location.
The Operator grants to Post Office Ltd, its agents and employees
an irrevocable licence at any time during the opening hours of
the Branch Premises, or at any time in the case of an emergency,
during the Term or any time following the termination of the
Agreement, to enter any premises or vehicle where the Post Office
Ltd Funded Equipment is or may be kept for the purpose of
inspecting it or recovering it.
Post Office Ltd will supply certain consumables (being those
which can be ordered via Horizon for use in the Branch) in
reasonable quantities free of charge to the Operator. Any such
supply shall be subject to such conditions as Post Office Ltd may
determine and Post Office Ltd may limit or withdraw such supply
at its discretion.
Any consumables which are supplied to the Operator free of charge
by Post Office Ltd or on Post Office Ltd’s behalf must only be
used in the operation of the Branch and must not be resold or
transferred to a third party. Where the Operator has surplus
consumables it should advise Post Office Ltd of this fact and, as
appropriate, arrange with Post Office Ltd for the return of the
excess quantity.
Where there is a dedicated official telephone line at the Branch
Premises, which is used in the operation of the Branch, the Post
Office Ltd split billing policy (as contained in the Manual or
otherwise notified to the Operator from time to time) shall apply
in respect of such official telephone line. If Post Office Ltd
determines that a second telephone line (which is in addition to
the one provided by Post Office Ltd) is required in order to
operate the Branch, such second telephone line shall be arranged
by the Operator but will be paid for by Post Office Ltd unless
Post Office Ltd determines that such second telephone line is
only needed because the Operator is using unnecessary equipment
on the first telephone line which has not been approved by Post
Office Ltd.
Approval of fixtures and fittings and equipment
1 The Operator shall use only fixtures and fittings in the
operation of the Branch as shall have been previously approved in
writing by Post Office Ltd.
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13.
13.
13.
13.
13.
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2 The Operator shall use only the Equipment or such other equipment
as Post Office Ltd may approve in writing in the operation of the
Branch.
Signage and point of sale equipment
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.
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®”).
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.
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.
Liens etc.
The Operator waives all or any liens, encumbrances or rights
which it might have or acquire at any time for any reason over
any Post Office Ltd Funded Equipment. The Operator shall ensure
that, except as may be expressly authorised by Post Office Ltd in
writing, no third party claims any liens, encumbrances or other
rights over the Post Office Ltd Funded Equipment.
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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
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Manual up to date. If there is any dispute, the authentic text of
the Manual shall be the copy or copies kept by Post Office Ltd at
its head office. The Manual shall at all times remain the
property of Post Office Ltd.
1.3 Post Office Ltd may amend the list of documents set out in this
Part 5 and amend the contents of any manual or documents on that
list by giving written notification (which may be by electronic
means) to the Operator. In the Agreement, unless otherwise
specified, a reference to the Manual is a reference to it as
amended, consolidated or extended by Post Office Ltd from time to
time.
1.4 The Operator shall operate the System properly so as to achieve
the performance standards in accordance with the provisions of
the Manual current from time to time. The Operator shall not make
use of the Manual for any purpose other than for the operation of
the Branch. The Operator shall ensure that its copy of the Manual
is kept up to date at all times, subject to Post Office Ltd
complying with its obligations in clause [ REF _Ref324769324 \r
\h ] of this Part 5.
1.5 In addition to the Manual, Post Office Ltd may issue to the
Operator instructions which deal with various classes of Products
and Services to be transacted at the Branch and the design and
operational standards required to run the Branch.
1.6 All such instructions must be complied with immediately (unless
otherwise notified by Post Office Ltd) and must be kept up to
date by incorporation of updates issued by Post Office Ltd. They
must be carefully studied by the Operator, its Manager and
Assistants. No breach of instructions will be excused on the
grounds of ignorance.
PART 6 — NON COMPETE RESTRICTIONS AND HOW THEY AFFECT BRANCH PREMISES
A. During the Term of the Agreement, the following provisions
shall apply.
1.1 The appointment of the Operator gives the Operator the right to
transact, and to receive payment for, certain items of business
on behalf of Post Office Ltd. The conditions of the appointment
also involve such non-compete restrictions on the private
activities of the Operator in relation to the Branch Premises as
are fundamental and necessary to ensure the continued viability
of the Network.
1.2 It is important to the future of the Network that all operators
support Post Office® products and services. An operator who
offers products or services in its private retail business from
the Branch Premises which compete with Post Office® products and
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services can reduce the revenue generated by the Branch and the
Network. This revenue is essential to provide a contribution to
Post Office Ltd’s fixed costs of maintaining the Network. Without
this contribution, Post Office Ltd might not be able to sustain
the Network. It is therefore also in the interests of all
operators to support this principle.
It is also in the interests of all operators that Post Office Ltd
is able to seek and negotiate business opportunities for the
whole Network and that it does not allow Clients or suppliers to
enter into arrangements directly with selected Post Office®
branches only to the disadvantage of the rest of the Network.
This would adversely affect Post Office Ltd’s ability to maintain
the Network as a whole.
Operators benefit from being part of the Network. In addition to
payments which operators receive from Post Office Ltd, Post
Office Ltd invests in advertising that brings Customers into Post
Office® branches, it ensures that Post Office® products and
services meet regulatory requirements and it provides customer
and business services such as helplines to support operators.
Accordingly, except as permitted by and in compliance with any
waiver granted by Post Office Ltd in accordance with clause [ REF
_Ref324769348 \r \h ] 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 [ REF _Ref324769358 \r \h ] of this
Part 6, as amended by Post Office Ltd from time to time in
accordance with clause [ REF _Ref324769369 \r \h ] of this Part
6.
The non-compete restrictions on private business activities in
relation to the Branch Premises are as follows:
(i) business concerned with the provision of services relating
to the collection, conveyance and/or delivery of letters,
parcels and packages (collectively called “Packets” in this
clause) including without prejudice to the generality of the
foregoing: the sale of stamps, pre-paid postage labels and
stationery with prepaid postage; the acceptance, retention,
sortation, return and redirection of Packets (including
Packets containing mail order or other home shopping goods
and other Packets); and the acceptance of payment for such
services;
(ii) services for the payment of bills, the collection of
payments (including pre-payments) or the collection of
revenue (whether by the sale of stamps or meter tokens, the
charging of budget keys or by other means) in connection with
services for the supply of water, gas, fixed line telephones,
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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.
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.
The categories of business listed in clause [ REF _Ref324769358
\r \h ] 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 [ REF
_Ref324769403 \r \h ] of this Part 6.
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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.
0 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 [ REF _Ref324769358 \r
\h ] 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 The Operator may apply for a waiver from the non-compete
restrictions in clause [ REF _Ref324769358 \r \h ] 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.
2 The Operator must not use and must ensure that no third party
uses the name “Post Office” in connection with any of its private
business activities (or the private business activities of a
company with which it is associated in any way) or in such a way
as to imply that Post Office Ltd is in any way connected with
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these activities. Nor may the Operator transact any private
business in a way that might lead Customers to conclude that Post
Office Ltd is in any way connected with that business.
1.13 The Operator must not engage Post Office Group employees to
undertake any work whatsoever connected with the Operator’s
private business (or the private business activities of a company
with which it is associated in any way) at any time when they are
employed in Post Office Ltd or Post Office Group duties.
1.14 The Operator shall promptly inform Post Office Ltd of any
approach or enquiry made directly by a third party (including any
Client or supplier of Post Office Ltd) concerning the Products or
Services or any similar products and services.
B. For the period of 12 months following the date of termination of
the Agreement the Parties shall continue to be bound by the
provisions of clauses [ REF _Ref324769447 \r \h ] to [ REF
_Ref324769461 \r \h ] (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
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:
1.1.1 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 1 of the Preface and any other
specification and/or requirements issued by Post
Office Ltd or notified to the Operator, at least
24 hours before the Start Date so that the
Operator can fully use the Branch Premises for
the purposes of operating the Branch from the
Start Date and throughout the Term.
If the Operator or its contractors fail to comply
with the requirements of this clause [ REF
_Ref323917502 \r \* MERGEFORMAT ] and Post Office
Ltd incurs additional costs as a result, the Operator
shall reimburse Post Office Ltd on demand for those
additional costs.
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.
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:
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1.3.1 be responsible for obtaining any necessary
planning, by-law or other consents, such as
planning permission, building regulations
consent or other building or planning consent,
or the landlord’s or owner’s consent;
1.3.2 permit access to any contractors appointed by
Post Office Ltd or the Operator for the purposes
of carrying out the Fit Out Works 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 any Post Office Ltd
Funded Works and thereafter, the Branch Premises
are safe, compliant with all applicable laws and
regulations (in particular in respect of power
supply and all electrical wiring) and free from
hazardous materials (including asbestos);
1.3.4 without limiting the generality of clause [ REF
_Ref322012345 \r \h ] 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.
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1.4 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.
1.5 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 [ REF _Ref329859222 \r ] where the other Party
or its contractors, employees or agents was the cause
of the delay.
1.6 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 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 [ REF
_Ref323107700 \r \h ] of Part 3 and clause [ REF
_Ref322012440 \r \h \* MERGEFORMAT ] 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:
1.7.1 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.
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2 Obligations relating to the Branch Premises
2.1 The Operator shall at its own cost and expense:
2.1.1 operate the Branch from a prominent position
within the Branch Premises in the location shown
on the plan in Appendix 1 of the Preface or in
the absence of a plan as described in Appendix 1
of the Preface;
2.1.2 without prejudice to the Operator’s obligations
to comply with the EA and other applicable
legislation, provide and maintain, such space
and accommodation at the Branch Premises for the
operation of the Branch as is necessary to
ensure a high standard of customer service
(including allowing sufficient space for
Customers to queue and be served comfortably,
sufficient space for shelving and leaflet
dispensers to enable materials relevant to the
Branch to be held and/or displayed 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.
Where the Preface contains the Precondition the
Operator must, from the date specified in clause 1.1
of that Precondition, and for the duration of the
Term, maintain a Valid Property Interest in the Branch
Premises. Where the Preface does not contain the
Precondition, the obligation on the Operator to
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maintain the Valid Property Interest shall be with
effect from the Commencement Date and for the duration
of the Term. Any breach of this obligation shall be a
material breach of the Agreement for the purposes of
clause [ REF _Ref324768899 \r ] of Part 2 of these
Standard Conditions.
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