POST OFFICE LIMITED
STANDARD CONDITIONS FOR THE OPERATION OF A MAIN POST OFFICE® BRANCH (ON SITE,
POST OFFICE LIMITED CASH)
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These Standard Conditions form part of the Main Post Office Agreement and contain the following
Parts:
PART 1- DEFINITIONS USED IN THE AGREEMENT AND OVERRIDING DUTIES
PART 2 - OPERATING A MAIN BRANCH
PART 3 - FINANCIAL DETAILS.
PART 4 - EQUIPMENT FOR A MAIN BRANCH
PART 5 - MANUAL FOR A MAIN BRANCH
PART 6 - NON-COMPETE RESTRICTIONS AND HOW THEY AFFECT BRANCH PREMISES
PART 7 - BRANCH PREMISES
PART 1 - DEFINITIONS USED IN THE AGREEMENT AND OVERRIDING DUTIES
5 Definitions and Interpretation
11 In addition to the terms defined in the Preface, the words below have the meanings next to
them unless the context requires otherwise:
Accounting Periods the periods into which Post Office Ltd’s financial year is
divided. Each period shall be of 4 or 5 weeks, as notified
by Post Office Ltd to the Operator
Agreement the Main Post Office® Agreement between Post Office
Ltd and the Operator relating to the Branch and
consisting of the documents listed in the Preface, as
each of them may be amended by Post Office Ltd from
time to time in accordance with these Standard
Conditions
Assistant a person employed by the Operator who is approved by
Post Office Ltd in accordance with the Manual to work
in the Branch
Basic Business the type of business carried on by the Operator on its
own account from the Branch Premises.
Branch the Post Office Main branch operated by the Operator
from the Branch Premises, including the provision of
the Products and Services by the Operator on behalf of
Post Office Ltd from the Dedicated Post Office Counter
Position and the Combined Retail Counter Position and
all associated Post Office related activities
Branch Premises the premises specified in the Preface from which the
Branch and the Basic Business are operated
Client any person on whose behalf Services and/or Products
are supplied by Post Office Ltd through the Network
Combined Retail Counter a counter position at which a combined retail till is
Position located to enable both Transactions and Basic Business
transactions to be performed
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Compliance Training
Conditions of Appointment
Confidential Information
Counter Positions
Customer
Data Protection Legislation
Data Protection Regulator
Dedicated Post Office Area
Dedicated Post Office
Counter Position
Equality Policy
Equipment
Fees
any compliance training required by Post Office Ltd
from time to time, including mail integrity, mail
segregation, financial compliance, anti-money
laundering, telecoms, data protection and other
regulatory compliance training
the conditions of appointment applicable to the
Operator set out in Appendix 2 to the Preface
any information or know-how in whatever form
relating to the business affairs, products, operating or
marketing techniques, suppliers, Customers, Clients, or
finances of Post Office Ltd which is by its nature
confidential or is marked confidential, including Official
Information and Personal Data
Dedicated Post Office Counter Positions and/or
Combined Retail Counter Positions
a customer of the Branch and/or of Post Office Ltd
the GDPR, the Privacy and Electronic Communications
(EC Directive) Regulations 2003 and all other
applicable laws in respect of data protection and data
privacy including any applicable guidance or codes of
practice that are issued by a Data Protection Regulator
and/or Working Party 29
the Information Commissioner's Office and the
European Data Protection Board or any successor body
to either regulator from time to time and any other
supervisory authority with jurisdiction over either
Party in relation to matters of data protection and
privacy
an area within the Branch Premises dedicated to the
provision of Products and Services and complying in all
respects with the specification for the dedicated Post
Office area at the Branch Premises set out in the
Scoping Report
a counter position within the Dedicated Post Office
Area at which only Transactions can be performed
Post Office Ltd's equality and accessibility policy
communicated by Post Office Ltd to the Operator from
time to time, either in the form of general guidance or
instructions to all operators (including the Accessibility
Guide), or specific guidance or instructions notified to
the Operator and in the case of any conflict the specific
guidance or instructions will take precedence
Post Office Ltd Equipment and Operator Equipment
the fees payable by Post Office Ltd to the Operator for
the proper performance of Transactions in accordance
with the Agreements set out in the Fees Booklet
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Fees Booklet
GDPR
Horizon
Insolvency Event
the booklet provided to the Operator by Post Office Ltd
setting out the Products and Services and the
applicable Fees, as revised and amended by Post Office
Ltd from time to time in accordance with Part 3 of these
Standard Conditions
means the European General Data Protection
Regulation, namely Regulation (EU) 2016/679
the Horizon computer system hardware and software,
communications equipment in Branch and central data
centres where records of transactions made in Branch
are processed, recorded and retained
where the Operator is a company, any of the following
events:
(a) the Operator or its Parent Company is unable or
admits inability to pay its debts as they fall due
or is deemed to or declared to be unable to pay
its debts under applicable law, suspends or
threatens to suspend making payments on any
of its debts or, by reason of actual or anticipated
financial difficulties, commences negotiations
with one or more of its creditors with a view to
rescheduling any of its indebtedness;
(b) a moratorium is declared in respect of any
indebtedness of the Operator or its Parent
Company. If a moratorium occurs, the ending of
the moratorium will not remedy any default
caused by that moratorium;
(c) any corporate action, legal proceedings or other
procedure or step is taken in relation to:
(i) the suspension of payments, a moratorium of
any indebtedness, —_ winding-up,
dissolution, administration or
reorganisation (by way of voluntary
arrangement, scheme of arrangement or
otherwise) of the Operator or its Parent
Company;
(iiJa composition, compromise, assignment or
arrangement with any creditor of the
Operator or its Parent Company;
(iii)the appointment of a liquidator, receiver,
administrative receiver, administrator,
compulsory manager or other similar
officer in respect of the Operator or its
Parent Company or any of its assets; or
(iv) enforcement of any mortgage, charge, pledge,
lien or other security interest securing
any obligation of any person or any other
agreement or arrangement having a
similar effect over any assets of the
Operator or its Parent Company,
or, any analogous procedure or step is taken in any
jurisdiction; and/or
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Intellectual Property
Licensed Materials
Manager
Manual
Network
New Operator
Notice to Amend
Official Information
(dJany expropriation, attachment, sequestration,
distress or execution or any analogous process
in any jurisdiction affects any asset or assets of
the Operator or its Parent Company
all patents, copyrights, design rights, trade marks,
goodwill, trade secrets, know-how, database rights,
moral rights and other rights in the nature of
intellectual property rights (whether registered or
unregistered) and all applications for the same,
anywhere in the world
any branding, internal and external signage and other
materials as may be specified, or provided to the
Operator, by Post Office Ltd (or provided at Post Office
Ltd’s request by its approved supplier) and containing,
depicting or bearing any Post Office Intellectual
Property
the Operator himself (where the Operator is an
individual) or (where the Operator is a company or
partnership) a shareholder, director or partner of the
Operator (who is also an Assistant) or an Assistant
appointed by the Operator to act as a manager of the
Branch
the manuals and other documents referred to in Part 5
of these Standard Conditions
the network of Post Office® branches within the United
Kingdom operated or controlled by Post Office Ltd
anyone appointed by Post Office Ltd to operate all or
part of the Branch whether at the Branch Premises or
at alternative premises following termination of the
Agreement
a written notice from Post Office Ltd to the Operator
giving not less than 3 months’ notice to amend any of
the terms of the Agreement (other than (i) an
amendment to the Fees Booklet or any part of it, which
may be made in accordance with Part 3, (ii) an
amendment to or of the Manual, which may be made in
accordance with Part 5, or (iii) an amendment in
relation to or of the non-compete restrictions on
private business activities, which may be made in
accordance with Part 6 of these Standard Conditions)
all information and data:
(a) relating to the System and the processes,
operational procedures and rules of Post Office
Ltd;
(b) _ relating to Clients and/or Customers and their
transactions, including information relating to a
named individual; and/ or
(c) of a financial nature in relation to the Branch,
Post Office Ltd, its business or Post Office Group
or its business
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Operator Equipment
Original Conversion Date
Parent Company
Parties
Personal Data
Personnel
Post Office Cash and Stock
Post Office Group
Post Office Ltd Equipment
Post Office Intellectual
Property
Preface
the equipment which is indicated in Appendix 1 of the
Preface (as varied or amended by any Notice to Amend)
as being the Operator's responsibility to provide,
together with any other items provided by the Operator
atits discretion, and which consequently belongs to the
Operator
the date specified in the Preface on which the Branch
was originally converted to the Main operating format
means, in relation to a company, any undertaking that
is the parent undertaking (that term having the
meaning given to it under section 1162 of the
Companies Act 2006) of that company
Post Office Ltd and the Operator, and Party shall mean
either of them
any information relating to an identified or identifiable
person (a data subject) provided by Post Office Ltd or a
Customer to the Postmaster (or any Personnel) or
processed by the Postmaster (or any Personnel) in
connection with the Agreement
the Operator's employees, agents, contractors and
advisors (including Assistants)
cash, stocks of Products and/or any other property,
papers or documents belonging to Post Office Ltd or its
Customers or Clients
the group of companies comprised of Post Office Limited,
its holding companies, its subsidiaries and associated
undertakings (if any) and any subsidiaries and associated
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
the equipment which is indicated in Appendix 1 of the
Preface (as varied or amended by any Notice to Amend)
as being Post Office Ltd's responsibility to provide,
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 belong to Post Office
Ltd or its supplier
all Intellectual Property in anything provided by or on
behalf of Post Office Ltd in connection with the
operation of the Branch, including the System and the
Trade Name and those Trade Marks used in the
operation of the Branch and which are referred to in the
Manual or which are otherwise notified in writing by
Post Office Ltd to the Operator
the preface that forms part of the Agreement
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Products
Sales Model
Security Incident
Services
Set Up Costs
Staff Liabilities
System
Term
Trade Marks
Trade Name
Transaction
VAT
Valid Property Interest
Working Day
the products listed in the Fees Booklet referred to in
Part 3, as varied from time to time by Post Office Ltd in
accordance with that Part
the sales model to be implemented by the Operator in
the operation of the Branch as specified in the Manual
has the meaning set out in clause 10.13 of Part 2
the services listed in the Fees Booklet referred to in
Part 3, as varied from time to time by Post Office Ltd in
accordance with that Part
the set up costs specified in clause 10 of the Preface
in relation to an Assistant or other member of
Personnel, any costs and/or liabilities arising out of or
in connection with his employment or the termination
of his employment including any contractual
entitlements to salary, wages 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
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, including Horizon
the duration of the Agreement
the registered and unregistered trade marks and
service marks which are used in connection with Post
Office Ltd’s business and any trade marks, trade names
(including the Trade Name) and service marks that are
or will be owned by Post Office Ltd or Post Office Group
at any time during the operation of the Agreement
means “Post Office”
each supply of a Product or Service to a Customer in the
Branch
value added tax as provided for in the Value Added Tax
Act 1994
a valid and marketable title to the Branch Premises or
a valid tenancy of the Branch Premises giving the
Operator exclusive control of the whole of the Branch
Premises (including its access and provision of utilities
and services) on an exclusive occupancy basis for a
term of at least 12 months from the Start Date and
which is terminable on or after such 12 months on not
less than 12 months’ notice
a day other than a Saturday or Sunday or other public
or statutory holiday in England and Wales
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2.2
1.2
1.3
1.4
1.5
1.6
Overriding Duties
Each Party shall:
2.1.1 at all times in the performance of its obligations and exercise of its rights under
the Agreement act in good faith;
2.1.2 take reasonable care in performing its functions and/or exercising its functions
within the relationship, particularly those which could affect the accounts (and
therefore liability to alleged shortfalls);
2.1.3 refrain from taking steps that would inhibit or prevent the other Party from
complying with its obligations under or by virtue of the Agreement; and
2.1.4 provide the other Party with such reasonable cooperation as is necessary to the
performance of the other Party's obligations under or by virtue of the
Agreement.
Post Office Ltd shall:
2.2.1 not take steps which would undermine the relationship of trust and confidence
between the Operator and Post Office Ltd;
2.2.2 exercise any contractual, or other power, honestly and in good faith for the
purpose for which it was conferred;
2.23) not exercise any discretion arbitrarily, capriciously or unreasonably; and
2.2.4 exercise any such discretion in accordance with the obligations of good faith,
fair dealing, transparency, co-operation, and trust and confidence.
PART 2 - OPERATING A MAIN 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).
Post Office Ltd shall provide:
1.5.1 a helpline, which shall be reasonably fit for purpose, including (to the extent
applicable) any or adequate error repellency, to enable the Operator to consult with
Post Office Ltd about running the Branch (details of the helpline are contained
within the Manual);
1.5.2 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
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1.7
1.8
2.2
2.3A
2.3
2.4
2.5
2.6
2.7
such terms as Post Office Ltd considers fit. Post Office Ltd retains the discretion as to where
within the Network particular products and services are offered.
Where the Operator is a partnership, each partner shall be jointly and severally responsible
for the performance or non-performance of the Operator's obligations in the Agreement.
The Operator shall notify Post Office Ltd of any changes to the nature of the Basic Business
(including through the addition of any new category of business), and Post Office Ltd may,
subject to clause 16.6 of this Part 2 terminate the Agreement on not less than 1 months'
notice, provided that Post Office Ltd shall conscientiously consider what the period of notice
should be, 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.
Post Office Ltd shall provide adequate training and support, including through the provision
of training materials, to the Operator, particularly if and when the Post Office Ltd imposes
new working practices or systems or requires the provision of new services.
Where Post Office Ltd considers it necessary, it shall:
2.3.1 initially train all of the first Manager(s) and certain of the Assistants in the operation
of the System and initial sales training, and the Parties shall co-operate in respect of
the training of Assistants in the operation of Horizon. The number and identity of
such personnel to receive the training shall be determined by Post Office Ltd in
consultation with the Operator. The training will last for up to 14 days, of which six
to eight days will be spent in a classroom or another offsite location, and the other
six days will be spent at the Branch Premises; and
2.3.2 provide Sales Model training for all of the first Manager(s) and Assistants, and the
Parties shall co-operate in respect of the training of Assistants in the operation of
the Sales Model training. The Sales Model training required will be delivered at any
location and shall be for such duration as Post Office Ltd may reasonably determine.
Post Office Ltd shall give the Operator advance notice of the training so that the
Operator has a reasonable opportunity to make arrangements for the management
of the Branch while the training is being undertaken.
The Operator shall ensure that each Manager who receives the training cascades the training
to all other Assistants and to any replacement Manager(s), in order to ensure that all
subsequent Managers and all other Assistants receive sufficient initial training from
properly trained Managers, provided that the Operator shall only be required to train its
Managers and Assistants to the same and not a higher standard than the standard of training
received by the Operator from Post Office Ltd. The Operator shall further ensure that the
Sales Model is fully implemented in the Branch.
Post Office Ltd may require the Manager(s) and/or the Assistants to undertake further
training at any reasonable location and time during the Term if Post Office Ltd:
2.5.1 reasonably considers such training to be essential; or
2.5.2 wishes to train them in new and improved techniques which have been devised and
which the Operator will be required to use in operating the System.
‘The Operator shall ensure that such Manager(s) and Assistants attend the training provided
by Post Office Ltd under clauses 2.3 and 2.5.
Any failure by the Operator to comply with its obligations pursuant to this clause 2 shall be
deemed to be a material breach of the Agreement and any failure by the Operator to comply
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2.8
2.9
with clause 2.2 only shall be deemed to be a material breach of the Agreement which cannot
be remedied.
The Operator shall be responsible for the costs of the Manager(s) and/or Assistants
attending the training referred to in clauses 2.3 and 2.5 (including, as appropriate, salary,
travel, accommodation and subsistence), but the cost of delivering the training shall be met
by Post Office Ltd.
The Operator shall:
2.9.1 ensure that there is always a trained Manager and/or sufficient trained and
experienced Assistants to operate the Branch to the standards required by Post
Office Ltd and to meet the demand for the Products and Services, provided that the
Operator shall only be required to train its Managers and Assistants to the same and
not a higher standard than the standard of training received by the Operator from
Post Office Ltd;
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, unless otherwise agreed in writing with Post Office Ltd, all Managers
and Assistants shall wear career wear, when working in the Branch. All career wear
shall be obtainable by the Operator, at its own cost, from Post Office Ltd or its
nominated supplier;
2.9.5 ensure that all Managers and Assistants wear identification badges, as supplied by
Post Office Ltd, when working in the Branch. Such identification badges shall be
obtainable from Post Office Ltd or its nominated supplier at Post Office Ltd’s cost;
2.9.6 itself provide, and procure from all its Personnel an undertaking, in the form
specified or referred to in the Manual, not to use or disclose to any third party any
Official Information or Personal Data which they may acquire. The Operator shall
provide all Personnel with a copy of their undertaking as a reminder of the
obligations contained in it. The Operator shall take such steps at its own expense as
Post Office Ltd may require in order to enforce this undertaking and/or to restrain
any breach of it;
2.9.7 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;
2.9.8 if there is any allegation or evidence of fraud or dishonest conduct or criminal
activity on the part of the Operator, the Manager, the Assistants, any Customers or
any other person, including any practice undertaken by the Operator (or any
Assistant) with a view to artificially inflating the Fees (as referred to in clause 1.4 of
Part 3), the Operator shall immediately notify Post Office Ltd and co-operate fully
with any investigation which may be made by Post Office Ltd’s Investigation
Division, the police and/or any investigator appointed by any Client;
2.9.9 properly complete, and ensure that the Assistants properly complete, any
Compliance Training required by Post Office Ltd by the deadline(s) notified by Post
Office Ltd.
Where the Operator has failed to comply with clause 2.9.9 in respect of the completion of the
Compliance Training by the relevant deadlines, Post Office Ltd may take such steps as it
considers appropriate to ensure compliance with clause 2.9.9 by the Operator, including:
2.10.1 sending reminder letter(s) or other appropriate communications to the Operator,
and/or the Branch/outreach service;
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3.1A
3.1
3.2
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.
Where Post Office Ltd considers it necessary, including where the Operator has persistently
failed to comply with its obligations under the Agreement (whether in relation to the same
obligation or not, and whether or not such failures are material in nature), it will send a Post
Office Ltd representative to the Branch to deliver remedial training to the Manager and/or
its Assistants. The Operator shall ensure that the Manager(s) and Assistants attend this
training.
Post Office Ltd may require the Operator to pay Post Office Ltd’s reasonable costs and
expenses of carrying out the steps described in clauses 2.10 and 2.11, including the costs and
expenses of travel, staff time and overnight accommodation where required. In all cases,
these costs and expenses may either be deducted from the Fees due to the Operator under
the Agreement or Post Office Ltd may invoice the Operator for them. Invoices must be paid
within 14 days of receipt.
Operational Requirements
System
Post Office Ltd shall provide the Horizon system, which shall be reasonably fit for purpose,
including any or adequate error repellency.
The Operator shall:
3.1.1 operate the Branch in accordance with the System from the Start Date;
3.1.2 act honestly at all times in the operation of the Branch. Any failure by the Operator
to comply with this clause 3.1.2 shall be deemed to be a material breach of the
Agreement which cannot be remedied;
3.1.3 not do anything, whether in the operation of the Branch or otherwise, which may
bring the System or Post Office Ltd into disrepute or which may damage the
interests of Post Office Ltd or the Network. Any failure by the Operator to comply
with this clause 3.1.3 shall be deemed to be a material breach of the Agreement;
3.1.4 accept full responsibility for the proper running of the Branch and the efficient
provision of the Products and Services (but where the Operator is an individual,
there is no requirement for the Operator to attend the Branch personally and where
the Operator is a partnership or a company, there will be no requirement for the
partners and directors (as appropriate) to attend the Branch personally).
Standards and service delivery
The Operator shall:
3.2.1 maintain the highest standards in all matters connected with the Branch and Branch
Premises, including implementing and maintaining the standards specified in the
Manual;
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 of the Basic Business or of the relevant type of
Counter Position to be less than the Minimum Hours with the prior written consent
of Post Office Ltd. Post Office Ltd's consent may be subject to such conditions as Post
Office Ltd may determine;
3.2.5 be aware of business opportunities presented by special events and seasonal
demand and will consider any request by Post Office Ltd to temporarily increase the
opening hours of the Combined Retail Counter Position(s) at the Branch. Post Office
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3.3
3.2.6
3.2.7
3.2.8
3.2.9
Ltd shall provide any request to the Operator in writing, using the method(s)
deemed most appropriate by Post Office Ltd, at least 4 weeks’ in advance;
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 Dedicated Post Office Counter Positions and the Combined Retail
Counter Positions and any other relevant information required by Post Office Ltd;
in respect of the Counter Positions:
(a) during the Minimum Hours for each type of Counter Position, the Operator
must ensure that there are always sufficient Assistants at each type of
Counter Position to ensure good Customer service, taking into account the
maximum queuing times referred to in the Manual and any staffing plan or
guidelines provided by Post Office Ltd;
(b) subject always to the Operator's obligations at clause 3.2.7(a), the Operator
shall not be obliged to keep dedicated Assistant(s) at the Dedicated Post
Office Counter after 12:30pm on Saturdays. However, the Dedicated Post
Office Counter Position must in all circumstances and at all times be indicated
to Customers as open, Customers must not be prevented from queuing at or
being served at the Dedicated Post Office Counter by the Operator or any
Personnel and all Products and Services offered at the Branch must be made
available to Customers including any which can only be offered from the
Dedicated Post Office Counter Position;
(c) not turn away any Customer from any Combined Retail Counter Position
unless the relevant Transaction can only be undertaken at a Dedicated Post
Office Counter Position due to the nature of the Product or Service which the
Customer requires;
(d) only operate one queue at each Combined Retail Counter Position and will
not ask Customers to queue separately;
ensure that Customers can pay for other goods and services at the same time as
paying for Products and/or Services at the Combined Retail Counter Position. The
Operator may treat such transactions separately but the Customer does not need to
queue again and does not need to be dealt with by a different sales assistant;
permit Post Office Ltd to speak and/or write to Customers about the services being
provided by the Operator so as to ensure that the standards associated with the
System are being achieved and maintained;
3.2.10 use only such stationery and other documentation in its dealings with third parties
in connection with the Branch as Post Office Ltd shall provide or approve.
Limit of Operator's Role
The Operator shall not:
3.3.1
3.3.2
3.3.3
3.3.4
3.3.5
involve Post Office Ltd in any debts;
represent itself as being Post Office Ltd or a partner of Post Office Ltd;
other than as required to provide the Products and Services, represent itself as
being an agent of Post Office Ltd or permit any person connected with the Operator
to represent the Operator in such a way that others dealing with the Operator may
regard it as authorised to act on behalf of Post Office Ltd or Post Office Group;
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;
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
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3.4
3.5
3.6
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
3.4.2
3.4.3
3.4.4
3.4.5
3.4.6
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 Combined
Retail Counter Position and the Dedicated Post Office Counter Position respectively.
The Products and Services that the Operator is authorised to sell or provide shall be
those for which a relevant icon is visible on the Horizon system in use at the relevant
Counter Position;
offer the Products and Services on behalf of the Clients at their respective face
values and/or the price prescribed by the Horizon system (or any replacement
thereof), together with any additional specified charges or fees. The Operator's
authority is strictly limited to the issue or sale of the Products and Services on the
terms specified by the Clients or Post Office Ltd. The Operator has no authority in
any way to vary such terms. A breach of this clause 3.4.2 shall be deemed to be a
material breach of the Agreement which cannot be remedied;
order the Products in good time in accordance with the timescales and guidelines
provided by Post Office Ltd (including as set out in the Manual) sufficient to meet
Customer demands for those Products from the Branch only;
not transfer or sell (either to itself or to any third party) any Product for subsequent
resale in any retail outlet belonging to or operated by either the Operator or by any
business or company connected with the Operator or by any person on behalf of the
Operator or such a business or company. Post Office Ltd will deduct from future
payments to the Operator any fee or remuneration paid by Post Office Ltd in respect
of such prohibited sales or transfers;
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;
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:
3.6.1
3.6.2
3.6.3
record such data and information relating to the Branch as Post Office Ltd may
require;
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;
maintain an accounting system, prepare, sign and maintain financial statements and
accounts, record Transactions and maintain all records in accordance with the
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3.6.4
3.6.5
3.6.6
3.6.7
provisions contained in the Manual, in particular paragraphs 13.1 to 13.3 (inclusive)
and 14.4;
provide Post Office Ltd with the information regarding the Basic Business
prescribed by the Manual, in particular paragraph 13.6;
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;
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.
immediately inform Post Office Ltd if the Operator:
(a) atany time intends to apply for authorisation, or does become authorised,
pursuant to FSMA;
(b) to the extent that as of the Commencement Date it is authorised pursuant
to FSMA, seeks to, or does, vary or cancel the permissions it holds
pursuant to FSMA;
(c) at any time seeks appointment, or is appointed, as an appointed
representative or introducer appointed representative pursuant to
section 39 FSMA; or
(d) _ atany time otherwise seeks to, or does, change its regulatory status.
Post Office Ltd shall:
3.7A.1 properly and accurately effect, record, maintain and keep records of all
transactions effected using Horizon;
3.7A.2 properly and accurately produce all relevant records and/or explain all
relevant transactions and/or any alleged or apparent shortfalls attributed to
the Operator;
3.7.3 co-operate in seeking to identify the possible or likely causes of any apparent
or alleged shortfalls and/or whether or not there was indeed any shortfall at
all;
3.7A.4 seek to identify the causes of any such apparent or alleged shortfalls, in any
event;
3.7A.5 disclose possible causes of apparent or alleged shortfalls (and the cause
thereof) to the Operator candidly, fully and frankly;
3.7A.6 make reasonable enquiry, undertake reasonable analysis and even-handed
investigation, and give fair consideration to the facts and information
available as to the possible causes of the appearance of alleged or apparent
shortfalls (and the cause thereof);
3.7A.7 communicate, alternatively, not conceal known problems, bugs or errors in
or generated by Horizon that might have financial (and other resulting)
implications for the Operator;
3.7A.8 communicate, alternatively, not conceal the extent to which other operators
of Post Office® branches are experiencing problems relating to Horizon and
the generation of discrepancies and alleged shortfalls;
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3.7
3.8
3.9
4.2
4.3
4.4
3.7A.9 not conceal from the Operator Post Office Ltd's ability to alter remotely data
or transactions upon which the calculation of the branch accounts (and any
discrepancy, or alleged shortfalls) depend; and
3.7A.10 properly, fully and fairly investigate any alleged or apparent shortfalls.
Security of Post Office Cash and Stock
The Operator shall:
3.7.1 comply, as a minimum, with the standard of physical and procedural security
required by Post Office Ltd in the Manual. The Operator shall permit Post Office Ltd
to access the Branch Premises at any time to install, at its own cost, any additional
security equipment which Post Office Ltd deems necessary;
3.7.2. comply with the Manual in respect of the preparation and acceptance of cash;
3.7.3 not hold any cash or currency at the Branch Premises (whether such cash or
currency is a Product or otherwise) in excess of the limits notified to the Operator
by Post Office Ltd from time to time;
3.7.4 immediately produce all Post Office Cash and Stock for inspection whenever
requested by Post Office Ltd.
Political Activities
An Operator is free to take part in any national and local political activities subject to the
following conditions:
3.8.1 it must not engage in or allow its Personnel to engage in political activities
(including wearing symbols or badges associated with a political party or cause)
whilst operating or working in the Branch or the Basic Business, or whilst on or in
the vicinity of the Branch Premises;
3.8.2 he must not allow any other person to engage in political activities whilst on the
Branch Premises;
3.8.3 it must not exhibit any notice soliciting votes for any particular candidate or with
any party or political object either in, on or in the vicinity of the Branch Premises or
on any vehicle under the control of Post Office Ltd or any member of the Post Office
Group; and no leaflet or address with a party or political object may be placed or left
by the Operator or anyone associated with it on, in or in the vicinity of the Branch
Premises.
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 responsible for all losses caused through his or her own negligence,
carelessness or error and also for all losses caused by the negligence, carelessness or error
of his or her Assistants.
The Operator's responsibility for Post Office Cash and Stock shall begin from the time at
which the Post Office Cash and Stock are received by the Operator and shall end when the
Post Office Cash and Stock are given to Customers in the proper conduct of the Branch or are
returned to Post Office Ltd or, in the case of cash or financial instruments are collected by a
cash in transit provider or are paid into a bank. Whilst the Post Office Cash and Stock are in
the Operator’s possession, it shall keep them in a place of security.
Subject to clauses 4.1 and 4.4 of this Part 2, 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.
Post Office Ltd shall not seek recovery from the Operator unless and until:
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6.2
4.4.1 it has complied with its duties under clauses 2.3A, 3.1A and 3.7A of this Part
2 (or some of them);
4.4.2 ithas established that the alleged shortfall represents a genuine loss to it; and
4.4.3 it has carried out a reasonable and fair investigation as to the cause and
reason for the alleged shortfall and whether it is properly attributed to the
Operator under the terms of the Agreement.
Intellectual Property Licence
Subject to the terms of the Agreement, Post Office Ltd grants to the Operator a non-exclusive,
non-transferable, revocable licence to:
5.1.1 operate the System; and
5.1.2 use the Licensed Materials,
solely for the purposes of operating the Branch and advertising it in accordance with clauses
6 and 7 of this Part 2.
The Licensed Materials
The Operator shall:
6.1.1 only use the Licensed Materials in connection with the operation of the Branch or
provision of the Products and Services in accordance with the Manual. Post Office
Ltd may remove or withdraw from the Operator any materials or other things
whatsoever which are not Licensed Materials or are not being used in accordance
with the Agreement or the Manual;
6.1.2 not reproduce any Licensed Materials or any Post Office Intellectual Property,
unless expressly authorised in writing by Post Office Ltd;
6.1.3 not use any Licensed Materials in any way that is liable to mislead the public or
which would otherwise be detrimental to or inconsistent with the good name,
goodwill, reputation or image of Post Office Ltd;
6.1.4 not use any Licensed Materials in conjunction with any other marks or names
without the prior written consent of Post Office Ltd;
6.1.5 on request by Post Office Ltd, promptly deliver up to Post Office Ltd or, at Post Office
Ltd's discretion, destroy, all Licensed Materials or any specified Licensed Materials
(including where the specified Licensed Materials relate to Products or Services that
have been discontinued or where the Licensed Materials are out of date);
6.1.6 notseek 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).
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6.3
6.4
6.5
6.6
6.7
7.2
7.3
7.4
7.5
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.
Any accretion of goodwill derived by reason of the operation of the Branch and/or the use
of the Post Office Intellectual Property shall accrue to Post Office Ltd whether arising at
common law or otherwise. If requested by Post Office Ltd the Operator shall immediately,
irrevocably and unconditionally assign to Post Office Ltd all such goodwill.
No warranty express or implied is given by Post Office Ltd with respect to the Post Office
Intellectual Property or its validity.
The Operator has no right to sub-licence or assign the Licensed Materials or any Post Office
Intellectual Property, without the express prior written consent of Post Office Ltd.
The Operator must promptly notify Post Office Ltd of any infringement, threatened
infringement, passing-off or misuse of Post Office Intellectual Property. Post Office Ltd will
conduct any claim or action and the Operator must provide such assistance in any action
Post Office Ltd may take as Post Office Ltd reasonably requires. No other action should be
taken by the Operator.
Installation and Display of Licensed Materials
The Operator shall (as appropriate) either install in the locations specified by Post Office Ltd,
and/or prominently display in a position visible to the public, the Licensed Materials at the
Branch Premises. This includes the display of materials bearing the Intellectual Property of
Clients.
Subject to clause 7.4 of this Part 2, the Operator shall not conduct or carry on any advertising
or promotion in relation to the Branch without the prior written consent of Post Office Ltd,
other than by the installation and/or display of Licensed Materials at the Branch Premises
in accordance with the Agreement.
Except where an item of Licensed Materials is also specified as an item of Post Office Ltd
Equipment in accordance with the Agreement and subject to any obligations relating to the
maintenance of such Post Office Ltd 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 Equipment.
The Operator shall participate in all promotional or marketing activities proposed by Post
Office Ltd or Clients in accordance with the reasonable instructions of Post Office Ltd. The
Operator shall remove from display all Licensed Materials associated with such activities
immediately on request by Post Office Ltd.
The Licensed Materials and Post Office Intellectual Property must not be used in connection
with any private business, including the Basic Business, without the express prior written
consent of Post Office Ltd (to which it may attach such conditions as it thinks fit), or in such
away 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:
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8.2
8.3
9.2
10
10.1
10.2
10.3
8.1.1 shall be capable of being interpreted in any way as an endorsement by Post Office
Ltd, Post Office Group or any Client of any element of the Basic Business or any
other business; or
8.1.2 may imply that Post Office Ltd, Post Office Group or any Client is in any way
connected or associated with any element of, or involved in the management of,
the Basic Business (e.g. “Post Office Stores”) or any other business.
The Operator shall not promote or advertise in, on or around the Branch Premises any
political party or support in any manner any political causes in such a way that the Branch,
the Network or the Branch Premises may in any way be associated with such political party
or cause.
In addition to the obligations in clauses 8.1 and 8.2, the Operator shall not display any
advertising in or around the Branch Premises which relates to:
8.3.1 any illegal business or matter;
8.3.2 any controversial matter, an advertisement for which might suggest that Post Office
Ltd supported one side or the other;
8.3.3 any products or services of a kind offered by Post Office Ltd and of a type referred
to in clause 1.6 of Part 6 of these Standard Conditions,
or which:
8.3.4 does not comply with the Data Protection Legislation and/or the Advertising
Standards Authority's British Code of Advertising Practice;
8.3.5 inthe 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
The Operator acknowledges and agrees that for the purposes of the Data Protection
Legislation, Post Office Ltd and/or any Client is the controller and the Operator is the
processor of any Personal Data. Post Office Ltd shall remain the sole owner of the Personal
Data together with all Intellectual Property in the Personal Data and any compilation of the
Personal Data.
The Operator shall at all times comply (and shall ensure that all Personnel at all times
comply) with the Data Protection Legislation in the course of performing its obligations
under the Agreement.
The Operator represents and agrees that it shall only collect, process or disclose Personal
Data (including to delete, amend, transfer or rectify Personal Data):
10.3.1 in accordance with Post Office Ltd's instructions (including as set out in the
Agreement);
10.3.2 as otherwise provided in writing by Post Office Ltd from time to time;
10.3.3 and/or as strictly necessary to perform the Transactions,
unless the Operator is required by law (including Data Protection Legislation) to do
otherwise, in which case it shall (unless prohibited by law) promptly notify Post Office Ltd
in advance of that legal obligation.
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10.4
10.5
10.6
10.7
The Operator shall notify Post Office Ltd immediately if in the Operator's reasonable
opinion, any Post Office Ltd instruction breaches a requirement of Data Protection
Legislation.
The Operator shall assist and fully co-operate with Post Office Ltd (as requested by Post
Office Ltd) to ensure Post Office Ltd's compliance with its obligations under the Data
Protection Legislation, including:
10.5.1 promptly carrying out any request from Post Office Ltd requiring it to amend,
transfer, or delete or securely dispose of Personal Data or any part of it;
10.5.2 immediately notifying Post Office Ltd if it receives a request from a data
subject under Data Protection Legislation and providing Post Office Ltd with
the Personal Data and details of its processing of Personal Data in response
to a request by a data subject;
10.5.3 assisting with any enquiries from a Data Protection Regulator; and
10.5.4 providing all reasonable assistance to Post Office Ltd in connection with any
civil, administrative or criminal proceedings against Post Office Ltd resulting
from a breach by the Operator or any Personnel of the obligations under this
clause 10,
When processing Personal Data the Operator shall take all appropriate technical and
organisational measures to preserve the confidentiality and integrity of Personal Data and
prevent any unlawful processing or disclosure. These measures must ensure a level of
security appropriate to the nature of the Personal Data and the harm which might result
from any unauthorised 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:
10.6.1 provide Post Office Ltd on request, with details and evidence of the measures
taken by the Operator; and
10.6.2 _ifrequested by Post Office Ltd:
(a) test such measures to assess their effectiveness in ensuring the security,
confidentiality, integrity, availability and resilience of Personal Data, such
testing to be carried out in accordance with the instructions provided by
Post Office Ltd; and
(b) maintain records (in the form requested by Post Office Ltd) of such testing
and shall allow Post Office Ltd to inspect any such records on request.
The Operator shall:
10.7.1 ensure that all of its Personnel having access to any Personal Data:
(a) are informed of and understand the confidentiality of the Personal Data
and are under contractual or statutory obligations of confidentiality
concerning Personal Data;
(b) have undertaken appropriate training in the handling and protection of
Personal Data, including as a minimum the data protection training
specified in the Manual, provided that the Operator shall only be required
to train its Assistants to the same and not a higher standard than the
standard of training received by the Operator from Post Office Ltd; and
(c) are aware both of the Operator's duties and obligations and their personal
duties and obligations under the Data Protection Legislation and the
Agreement;
10.7.2 take all reasonable steps to ensure the reliability of Personnel with access to
Personal Data;
10.7.3 maintain proper records of all training undertaken by Personnel with regard
to the Data Protection Legislation, and shall allow Post Office Ltd to inspect
any such records on request.
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10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
The Operator shall permit Post Office Ltd, any regulatory authority, and/or their
authorised representatives to enter the Branch Premises at any time to inspect and audit
the Operator's processing of any Personal Data and take copies of relevant documentation.
The Operator shall provide Post Office Ltd with all information requested by Post Office
Ltd to enable Post Office Ltd to verify the Operator's (and its Personnel's) compliance with
this clause.
The Operator shall not transfer or process any Personal Data (nor allow any Personal Data
to be accessed from) outside of the United Kingdom without first:
10.10.1 obtaining the prior written consent of Post Office Ltd; and
10.10.2 taking such steps as Post Office Ltd may request to ensure that any such
transfer or processing of Personal Data complies with the requirements of the
Data Protection Legislation.
Notwithstanding references to Personnel in this clause 10, the Operator shall not sub-
contract the processing of any Personal Data or allow any third party to process any
Personal Data on its behalf. The Operator shall not disclose Personal Data to any Customer
or to a third party other than at the request of Post Office Ltd or to the extent authorised
by the Agreement.
The Operator shall notify Post Office Ltd immediately in writing (by sending an email to
for notifications pursuant to clause 10.12.1 and 10.12.3,
and by sending an email to information.rights¢_ for notifications pursuant
to clause 10.12.2) should it:
10.12.1 receive notice of any complaint made to a Data Protection Regulator or any
finding by a Data Protection Regulator in relation to its processing of Personal
Data, whether it is the Personal Data processed under the Agreement or
otherwise;
10.12.2 receive any request from or on behalf of a data subject exercising their rights
under the Data Protection Legislation; and
10.12.3 become aware of any circumstance which may cause the Operator to breach
the obligations set out in the Agreement or which may cause either Party to
breach Data Protection Legislation,
and shall provide Post Office Ltd with full co-operation and assistance in relation to any
such complaint, notice, request or required investigation, within the timescales required by
Post Office Ltd.
Subject to clause 10.14, the Operator shall notify Post Office Ltd immediately (by sending
an email to data.protection¢ lif it becomes aware of any actual, suspected
or threatened unauthorised exposure, access, disclosure, processing, use, communication,
deletion, revision, encryption, reproduction or transmission of any of the Personal Data,
unauthorised access or attempted access or apparent attempted access (physical or
otherwise) to Personal Data or any loss of, damage to, corruption of or destruction of
Personal Data (referred to as a Security Incident). This notification shall include:
10.13.1 the nature of the Security Incident, including the categories and approximate
number of data subjects and records concerned;
10.13.2 the contact (if different from the Operator) who will liaise with Post Office Ltd
concerning the Security Incident;
10.13.3 the remediation measures being taken by the Operator to mitigate and
contain the effects of the Security Incident.
If the Operator is unable to provide all of the information required under clause 10.13
immediately, and without prejudice to any right or remedy that Post Office Ltd may have,
the Operator shall provide as much information immediately and shall provide all further
information as soon as reasonably practicable thereafter.
In the event ofa Security Incident, Post Office Ltd shall atits sole discretion decide whether
to inform the data subject, any third party or a Data Protection Regulator and the Operator
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10.16
10.17
10.18
10.19
11
11.1
shall not notify the data subject, any third party or a Data Protection Regulator unless such
disclosure by the Operator is required by law or is expressly agreed in writing by Post
Office Ltd.
In the event of a Security Incident, the Operator will promptly restore any Personal Data
at its own expense. The Operator shall ensure that it fully co-operates with Post Office Ltd
in taking any steps to remedy the Security Incident advised to the Operator by Post Office
Ltd.
On termination of the Agreement for whatever reason, or on Post Office Ltd's request at
any time, the Operator shall immediately cease to process any Personal Data and shall, at
their own cost, at Post Office Ltd’s discretion, and in accordance with Post Office Ltd's
instructions, either:
10.17.1 return all Personal Data to Post Office Ltd together with all copies of the
Personal Data in its possession or control; and/or
10.17.2 provide the Personal Data to a third party as instructed by Post Office Ltd
(which may include a Client or a New Operator); and/or
10.17.3 carry out a certified and secure destruction of the Personal Data in its
possession or control.
On termination of the Agreement, and subject to any instructions provided by Post Office
Ltd under clause 10.17, 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 shall provide to Post Office Ltd a written confirmation (in the form
required by Post Office Ltd) signed by the Operator (or a duly authorised officer of the
Operator), confirming its exacting compliance with the requirements of this clause 10.18.
The terms controller, processor, processing/process and data subject shall be
interpreted and construed in accordance with the Data Protection Legislation.
Equality Act 2010 (EA) and health and safety
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.
The Operator shall be solely responsible on its own behalf and on behalf of Post Office Ltd,
for ensuring that:
11.2.1 the Branch and the Branch Premises;
11.2.2 the Operator's management of the Branch Premises; and
11.2.3 the manner in which the Operator provides the Products and Services to the public
under the terms of the Agreement,
at all times comply with the requirements of the EA and the Equality Policy and failure to
comply with the EA and/or the Equality Policy will constitute a material breach of the
Agreement.
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
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compliance with its obligations under the EA and the Equality Policy has been
achieved.
11.4 The Operator shall:
12
12.1
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.
The Operator shall:
11.5.1 notify Post Office Ltd in writing as soon as possible if it believes that any of the
Products and Services do not comply, or that there is a significant possibility that
they do not comply, with any of the requirements of the EA or the Equality Policy or
if it identifies any other breach of the EA or the Equality Policy in respect of the
Branch or the Branch Premises or considers it likely that any such breach will occur;
and
11.5.2 notify Post Office Ltd in writing as soon as possible and no later than 3 Working
Days following receipt by the Operator of any enquiry, complaint or claim regarding
accessibility of the Branch Premises or the Products or Services or the treatment of
a particular Customer or group of Customers with a protected characteristic listed
in section 4 of the EA. For the avoidance of doubt, this includes any alleged failure
of the Operator and/or Post Office Ltd to comply with any requirement of the EA or
the Equality Policy and any complaint regarding the content or adequacy of the
Equality Policy. The Operator must provide such assistance with the response to or
defence of any such enquiry, complaint or claim as may reasonably be required by
Post Office Ltd and Post Office Ltd shall be entitled, but not obliged, to take over and
defend any legal proceedings arising from such a claim on behalf of the Operator.
The Operator shall be solely responsible for ensuring that:
11.6.1 the Branch Premises; and
11.6.2 the manner in which the Operator operates the Branch (including the provision of
the Products and Services to the public under the terms of the Agreement),
at all times comply with the requirements of the Health & Safety at Work Act 1974 including
all regulations made pursuant to Section 15 of that Act, the Regulatory Reform (Fire Safety)
Order 2005 and all other health and safety legislation and regulations and any failure to
comply will constitute a material breach of the Agreement.
Confidentiality and contact with the media and public
The Operator shall keep confidential the System and the contents of the Agreement. The
Operator shall also keep confidential all Confidential Information obtained in the course of
performing its obligations under the Agreement and shall not disclose such information to
any person (except where necessary for the purposes of the Agreement to its own
employees), but this clause 12.1 shall not extend to information which:
12.1.1 was rightfully in the possession of the Operator before the Commencement Date and
in respect of which the Operator is not subject to any other obligation of
confidentiality to Post Office Ltd;
12.1.2is already public knowledge or becomes so at a future date (otherwise than as a
result of a breach of this clause 12.1); or
12.1.3 is required to be disclosed by law or any governmental or regulatory body.
The Operator shall ensure that its Personnel are aware of and comply with this clause 12.1.
Post Office Ltd shall not be liable for loss or damage for disclosing any information of a
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12.3
12.4
12.5
12.6
12.7
12.8
12.9
12.10
12.11
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 12.1, 12.2 and 12.4 to 12.6 (inclusive).
All Confidential Information in any format must be returned by the Operator to Post Office
Ltd on request or must be securely disposed of in accordance with instructions issued by
Post Office Ltd.
The Operator shall not use any information available to it as a result of operating the Branch
for the benefit of its private interests (including in relation to the Basic Business or any other
business of the Operator).
Post Office Ltd has a duty to safeguard its own interests and those of any person involved in
its business (including any Client) in relation to material that is published in the media. The
Public Relations department of Post Office Ltd is primarily responsible for:
12.10.1 deciding whether Post Office Ltd should enter into public correspondence, and
12.10.2 ensuring fair and accurate presentation of facts about Post Office Ltd and its
business,
and no other person (including the Operator and any Assistant) is entitled to comment
publicly on such matters. In particular, any untrue, ill-informed or reckless comment will be
challenged by Post Office Ltd. While recognising the right of any person to comment publicly
on matters of general interest, Post Office Ltd expects the Operator and any Assistants who
may wish to comment publicly upon matters affecting Post Office Ltd to exercise this right
in a responsible manner. The Operator must ensure that when communicating with the
press or offering comment which may be published, or broadcast on radio or television, that
its comments do not go beyond the accepted bounds of propriety and are not likely to cause
embarrassment or to mislead the public. The Operator should seek the guidance of Post
Office Ltd in the case of any doubt.
If the Operator wishes to communicate with the media it must comply with the following:
12.11.1 under no circumstances should any information or data:
(a) relating to the processes, operational procedures and rules of Post Office
Ltd;
(b) relating to Clients and/or Customers and their transactions, including
information relating to a named individual; and/or
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12.13
12.14
13
14
14.1
14.2
14.3
(c) ofa financial nature in relation to the Branch, Post Office Ltd, its business
or Post Office Group or its business,
be disclosed. For the avoidance of doubt, this clause 12.11.1 shall not prevent the Operator
from discussing operational matters relating to the Branch with a representative of the NFSP
nor prevent any Operator, acting in his capacity as an officer of the NFSP, from discharging
his duties, including by making reasonable and responsible statements to the media,
provided that any such statements are in accordance with the requirements of clauses
12.11.2 and 12.11.3;
12.11.2 any views and opinions expressed publicly by the Operator must not bring Post
Office Ltd, any Client or Customer or any other operator of a Post Office® branch
or any employees of any such persons into disrepute; and
12.11.3 unless otherwise authorised by Post Office Ltd, the Operator must make it clear
that any comments are made in the Operator's private capacity (which may be as
an officer of the NFSP) and are not made on behalf of Post Office Ltd or any Client
or Customer.
The Operator shall exercise particular care if offering any spontaneous comment to the
press, broadcasting reporters or interviewers.
The Operator shall not, in a manner which is damaging or hostile to Post Office Ltd, its
business, the Branch or the Clients or which is in breach of the obligation of confidence
contained in the Agreement:
12.13.1 publish any document, book, play or article;
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 ina public discussion by any means.
The Operator shall not, without the prior written permission of Post Office Ltd, write to or
interview members of the public in relation to the Branch or any other matter relating to
Post Office Ltd or any Clients or Customers other than for the purpose of correcting any error
made by the Operator in the operation of the Branch.
[NOT USED]
Insurance
In relation to the operation of the Branch and the Basic Business, the Operator shall take out
and maintain, at its own expense, insurance with a reputable insurance company in relation
to the risks and liabilities of operating the Branch and the Basic Business. Such insurance
will cover as a minimum and for an appropriate amount:
14.1.1 all risks which the Operator is obliged by law to insure against in order to operate
the Branch and the Basic Business, including employer's liability insurance;
14.1.2 liability in respect of claims brought by Customers and third parties (including third
party contractors, third party suppliers and visitors to the Branch Premises)
including public liability insurance; and
14.1.3 damage to or destruction of the Branch Premises or the fixtures and fittings at the
Branch Premises.
Where requested, the Operator shall provide Post Office Ltd, on demand, with such policy or
policies taken out in accordance with clause 14.1 above, together with such evidence that
the then current premiums have been paid.
Post Office Ltd shall bear no responsibility for insuring any of the Operator's obligations and
liabilities under the Agreement, or for insuring the Branch, the Branch Premises or the
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15
15.1
15.2
16
16.1
16.2
Equipment and shall not make any financial contributions towards the payment of any
insurance premiums.
Post Office Ltd requires the Operator to consider taking out insurance to cover the death,
injury or illness of any key Personnel in the Branch.
Suspension
Subject to clause 15.2 below, 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 legitimate 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);
Post Office Ltd shall not suspend the Operator from operating the Branch and/or require the
Operator to suspend all or any of its Assistants engaged in the Branch from working in the
Branch:
15.2.1 arbitrarily, irrationally or capriciously;
15.2.2 without reasonable and proper cause; and/or
15.2.3 in circumstances where Post Office Ltd is itself in material breach of duty in respect
of the matters which Post Office Ltd considers gives it the right to suspend.
Termination
Following the Commencement Date the Agreement will continue until:
16.1.1 either Party gives to the other not less than 12 months’ written notice (unless
otherwise agreed between the Parties in writing), which cannot be given so as to
expire before the first anniversary of the Start Date and provided that Post Office
Ltd shall, acting in good faith and taking into account all relevant factors (but not
irrelevant ones), conscientiously consider what the duration of such notice period
should be; or
16.1.2 itis terminated at any time in accordance with its terms.
In addition to any other rights of termination contained in other Parts, Post Office Ltd may
terminate the Agreement immediately on giving written notice to the Operator if the
Operator:
16.2.1 commits any material breach of the provisions of the Agreement or any other
contract or arrangement between the Parties, but only if such breach is
repudiatory, 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 if such breach is repudiatory;
16.2.2 fails to provide the Products or Services to the standards required by Post Office
Ltd as set out in the Manual, but only if such failure amounts to a repudiatory
breach, 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;
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16.3
16.4
16.5
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 an Insolvency Event occurs in respect of the Operator or its
Parent Company;
16.2.6 is a single director company and the director: dies; or by reason of illness or
incapacity (whether mental or physical), becomes incapable of managing the
Operator's affairs or becomes a patient under any mental health legislatio
16.2.7 isan 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 isa partnership and the partnership is dissolved;
16.2.9 orits Parent Company (where the Operator is a company) makes any arrangement
or composition with its creditors or shall have a receiver (including an
administrative receiver) or administrator appointed over all or any part of its
assets or if the Operator or its Parent Company takes any similar action in
consequence of debt;
16.2.10has failed to acquire or enter into a Valid Property Interest prior to taking up
occupation of the Branch Premises;
16.2.11 changes the use of the Branch Premises in contravention of the terms of the Valid
Property Interest;
16.2.12 commits any other breach of the terms of, or the requirement to have, a Valid
Property Interest and/or commits any breach of the Operator's interest in the
Branch Premises being a breach of any tenancy lease or freehold interest which
could give rise to the termination of that interest or which could render the
Operator unable to comply with all the terms of the Agreement;
16.2.13 itself, or any Manager or director of the Operator, is charged with any criminal
offence (other than a Road Traffic Offence not involving imprisonment);
16.2.14 challenges the validity of any of the Post Office Intellectual Property or the title of
Post Office Ltd or Post Office Group to the Post Office Intellectual Property;
16.2.15 fails to properly account for any money due to, or stock of, Post Office Ltd or the
Clients, but only if such failure amounts to a repudiatory breach;
16.2.16 fails to pay any sum due to Post Office Ltd under the Agreement by the due date,
but only if such failure amounts to a repudiatory breach;
16.2.17 fails to inform Post Office Ltd in accordance with its obligations to do so in clause
3.6.7 of this Part 2; or
16.2.18 notifies Post Office Ltd in accordance with clause 3.6.7 and within a reasonable
period after receipt of such notification Post Office Ltd decides, at its absolute
discretion, that any actual or proposed change in the Operator's regulatory status
is not acceptable to it.
If any Manager or Assistant does not at all times attain a standard acceptable to Post Office
Ltd, and the Operator is unable or refuses to provide a substitute Manager or Assistant who
does meet the standard, Post Office Ltd shall have the right upon notice in writing to the
Operator to immediately terminate the Agreement.
If the Operator has come under the control of a person unacceptable to Post Office Ltd, Post
Office Ltd may terminate the Agreement on such notice as it deems appropriate within 3
months of becoming aware of such change in control. For these purposes control means the
ability to require, directly or indirectly, compliance in another person whether by the
exercise of voting rights, contractual rights or otherwise.
The Operator shall promptly notify Post Office Ltd in writing of any circumstances which
would give Post Office Ltd a right to suspend or terminate the Agreement.
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16.6
16.7
17
17.1
17.2
17.3
17.4
Subject to Clause 16.7 of this Part 2, but notwithstanding any other provisions of this
Agreement, Post Office Ltd shall not terminate the Agreement:
16.6.1 arbitrarily, irrationally or capriciously;
16.6.2 without reasonable and proper cause; and/or
16.6.3 in circumstances where Post Office Ltd is itself in material breach of duty in respect
of the matters which Post Office Ltd considers give it the right to terminate.
Clause 16.6 of this Part 2 does not restrict Post Office Ltd's ability to terminate for a
repudiatory breach.
Consequences of Termination
Ifnotice to terminate the Agreement is provided by Post Office Ltd in accordance with clause
16.2, the Operator shall, if Post Office Ltd and the Operator agree in writing, continue to
operate the Branch on behalf of Post Office Ltd for a period of up to three months,
commencing on the date agreed between the Parties. The terms of the Agreement shall
continue to apply during such period and, for the avoidance of doubt, Post Office Ltd shall
continue to pay the Fees and any other amount which may be due in respect of the operation
of the Branch.
As soon as possible following the date on which any notice to terminate the Agreement is
given by either Party and until 6 months following the date of termination (or such other
period as Post Office Ltd shall specify), the Operator shall prominently display at the location
and in the form specified by Post Office Ltd a notice showing the address of the closest Post
Office® outlets.
If the Operator stops operating the Branch in breach of the Agreement, the Operator shall
(without prejudice to any other rights or remedies which Post Office Ltd may have under the
Agreement or otherwise) reimburse Post Office Ltd in full on demand for any costs, liabilities,
losses, claims, damages and expenses incurred by Post Office Ltd as a result of such breach,
which may include any costs incurred in the appointment of an alternative operator to
provide continuity of service to Customers in the area.
Immediately upon the termination of the Agreement, the Operator shall, subject to any
agreement between the Operator and Post Office Ltd pursuant to clause 17.1:
17.4.1 stop operating the Branch;
17.4.2 stop using Post Office Intellectual Property and any signs and other display or
advertising matter (including Licensed Materials) indicative of Post Office Ltd or of
any association with Post Office Ltd and deliver up the Licensed Materials to Post
Office Ltd;
17.4.3 atits own expense, deliver up to Post Office Ltd (and/or at Post Office Ltd's request,
to any New Operator, Post Office Ltd's supplier or Client):
(a) all money due to or held in trust for Post Office Ltd and/or its Clients; and
(b) all stocks of the Products; and
(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 Equipment and the Manual), free of any cost or charge to Post
Office Ltd together with any other items of Equipment marked in Appendix
1 of the Preface as being required to be returned to Post Office Ltd at the
end of the Agreement. The Operator will be deemed to have transferred
ownership of all such items to Post Office Ltd on the date of termination of
the Agreement in consideration of the payment by Post Office Ltd of £1.00;
17.4.4 where requested by Post Office Ltd, and at the Parties’ equally shared expense, join
with Post Office Ltd in cancelling any permitted user of Post Office Intellectual
Property. If the Operator fails to do this, Post Office Ltd is irrevocably appointed the
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17.5
17.6
17.7
17.8
17.9
17.10
agent of the Operator with full authority to give such notice to the Registrar of Trade
Marks on behalf of the Operator;
17.4.5 atits own expense, make changes to signs and other display or advertising matter,
at the Branch Premises as Post Office Ltd shall reasonably direct to ensure that the
Branch Premises no longer indicates any connection with Post Office Ltd, the
Products or Services or the Network. If within 14 days of such direction the
Operator fails to make any such change then Post Office Ltd may enter into the
Branch Premises (without incurring any liability to the Operator) and without the
consent of the Operator, make any such change at the expense of the Operator. The
Operator shall pay such expenses to Post Office Ltd on demand; and
17.4.6 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 17, in particular in relation to the removal
of any branding, signage and Equipment. However, the Operator shall be responsible for the
costs which Post Office Ltd incurs in so doing where the Agreement has been terminated by
the Operator on 12 months’ notice in accordance with clause 16.1 of this Part 2 or by Post
Office Ltd in accordance with clause 16.2 of this Part 2.
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.
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.
The Operator agrees that that during any notice period to terminate the Agreement it shall,
subject to any applicable Data Protection Legislation and any other applicable laws, on Post
Office Ltd’s reasonable written request, provide to Post Office Ltd, or at Post Office Ltd's
direction, a New Operator, within 2 weeks from the date such request, full written details of
the identity and terms and conditions of employment of the Relevant Assistants (and any
other person who is subsequently assigned to or engaged in the operation of the Branch).
The Operator shall co-operate (and use all reasonable endeavours to procure co-operation
from its Personnel) in the orderly transfer of employment of any Personnel whose contracts
of employment transfer to any new employer by virtue of the Transfer of Undertakings
(Protection of Employment) Regulations 2006.
The termination of the Agreement will not affect the coming into force or the continuation in
force of any of its provisions which expressly or by implication are intended to come into
force or continue in force on or after the termination.
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18
18.1
18.2
19
19.1
19.2
19.3
20
20.1
Step-in
Upon termination of the Agreement by Post Office Ltd due to the Operator's default, Post
Office Ltd and/or its agents and/or contractors shall, in order to provide continuity of
services to Customers, have the right immediately and for a period (the Step-in Period) not
exceeding twelve months from the date of termination, be permitted to occupy all parts of
the Branch Premises as were at the time of termination used by the Operator for and/or are
reasonably necessary for the purposes of operating the Branch. Post Office Ltd shall during
the Step-in Period endeavour to find suitable alternative premises from which to operate a
Post Office branch providing it is reasonable and practicable in the circumstances for it to do
so. The Operator shall fully co-operate with Post Office Ltd and hereby irrevocably
authorises Post Office Ltd to enter into possession of and use the Branch Premises and all of
the facilities at the Branch Premises as were at the time of termination used by the Operator
for and/or are reasonably necessary for the purposes of operating the Branch. The Operator
will fully co-operate with Post Office Ltd and, subject to clause 18.2, will not levy any charges
on (i) Post Office Ltd; (ii) any temporary substitute operator appointed by Post Office Ltd;
(iii) any staff of such substitute operator, for any facilities or services of any nature
whatsoever which it may provide or make available to Post Office Ltd under this clause or
otherwise.
Post Office Ltd shall pay a fee to the Operator for each day of the Step-in Period. The fee will
be calculated by dividing the total Fees earned in the last 12 calendar months prior to the
start of the Step-in Period by 365 days (or where the Agreement is less than 12 months old,
by the number of days in the calendar months from the Start Date to the date immediately
prior to the beginning of the Step-in Period) and by dividing the resulting amount by 5. This
fee shall be paid by Post Office Ltd to the Operator monthly in arrears. Payment may be made
by Post Office Ltd deducting this fee from money due from the Operator, in accordance with
clause 4.1 of Part 3 of these Standard Conditions.
Bribery Act 2010
Post Office Ltd requires all operators to be aware of their responsibilities under any
applicable anti-bribery and anti-corruption legislation. The Operator shall, and shall procure
that any associated person shall:
19.1.1 comply with all applicable laws and regulations relating to anti-bribery and anti-
corruption including the Bribery Act 2010 and any codes of practice or policies
issued by Post Office Ltd to the Operator from time to time during the Term;
19.1.2 — notdo anything which would constitute an offence under the Bribery Act 2010 if
it had been done in the UK;
19.1.3. promptly report to Post Office Ltd any breach, or suspected breach of this clause,
and any request or demand for any undue financial or other advantage of any
kind received by the Operator in connection with the performance of the
Agreement.
Any breach of this clause 19 by the Operator shall be deemed a material breach of the
Agreement which cannot be remedied for the purposes of clause 16.2.1.
For the purpose of this clause 19, the meaning of associate persons and adequate procedures
shall be determined in accordance with the Bribery Act 2010 (and any guidance issued under
that Act) and associated persons shall include any Assistant or Personnel.
No transfer of the Agreement
The Operator shall not transfer, assign, charge, sub-contract or otherwise deal with the
Agreement in any way. On termination of the Agreement, the appointment of any New
Operator shall be entirely at the discretion of Post Office Ltd, acting for a proper purpose and
in accordance with its duty of good faith. 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.
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21
21.1
22
22.1
23
23.1
24
24.1
24.2
24.3
24.4
24.5
24.6
Entire agreement and Notices to Amend
The Agreement constitutes the entire agreement between the Parties with respect to its
subject matter. No representations or agreements, oral or otherwise, between the Parties
not included within the Agreement shall be of any force or effect.
In addition to any other rights in the Agreement, Post Office Ltd may amend the terms of the
Agreement at any time providing it has given a Notice to Amend to the Operator and to the
extent that the terms of such amendments are reasonable. 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, again to the
extent that the terms of such amendments are reasonable. The Operator may,
notwithstanding clause 16.1 of this Part 2, terminate the Agreement by giving 6 months’
written notice to Post Office Ltd within 1 month of receipt of a Notice to Amend.
Notices
Unless otherwise specified in the Agreement, any notice to be given in respect of the
Agreement shall be in writing and may be delivered personally by hand or posted by pre-
paid special delivery post addressed to Post Office Ltd or the Operator as appropriate at:
22.1.1 in the case of Post Office Ltd, Postmaster On-boarding Team, Post Office Ltd, Atria,
Spa Road, Bolton, BL1 4AG;
22.1.2 in the case of the Operator, the address for the Operator specified in the Preface,
or such other address as the relevant Party may have notified to the other in writing.
Choice of Law and Jurisdiction
The Agreement shall be governed and construed according to the law of England and the
Parties agree to submit to the exclusive jurisdiction of the English Courts.
Miscellaneous
Ifany provision of the Agreement is invalid, illegal or incapable of being enforced by reason
of any rule of law or public policy, that provision shall be severed; all other provisions of the
Agreement shall remain in full force and effect.
No failure or delay by Post Office Ltd in requiring performance by the Operator of any
provision of the Agreement shall in any way affect the right of Post Office Ltd to enforce such
provision. The waiver by Post Office Ltd of any breach of any term of the Agreement shall
not be taken or held to be a waiver of any further breach of the same or any other term.
The rights and remedies provided by the Agreement are cumulative and (except as
otherwise provided in the Agreement) are not exclusive of any rights or remedies provided
by law.
If there is any inconsistency between the Conditions of Appointment, the Standard
Conditions and the Manual (in its current form as at the date of the Agreement), then the
following order of precedence shall apply:
24.4.1 the Conditions of Appointment;
24.4.2 the Standard Conditions; and
24.4.3 the Manual.
If there is any inconsistency between:
24.5.1 the Agreement; and
24.5.2 any amendment to the Manual after the Commencement Date,
then such amendment shall prevail.
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.
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24.7
25
25.1
1.2
1.3
1.4
If any one or more of the terms of the Agreement is held to be invalid or unenforceable by a
Court of competent jurisdiction but would be valid if part of the wording was deleted then
the term(s) shall apply with the minimum modifications necessary to make them valid and
effective. It is intended and understood by the Parties that any invalidity or unenforceability
will not affect the application of the remaining obligations in the Agreement.
Interpretation
In the Agreement unless the context requires otherwise:
25.1.1 words denoting the singular include the plural and vice versa and words denoting
any gender include every gender;
25.1.2 references to a person include any corporate or unincorporated body;
25.1.3 the headings in the Agreement do not affect its interpretation;
25.1.4 the terms including, include, in particular or any similar expression shall be
construed as illustrative and not limiting;
25.1.5 unless otherwise specified, a reference to a statutory provision is a reference to that
provision as amended, consolidated, extended or re-enacted from time to time
(whether before or after the date of the Agreement) and to any subordinate
legislation made under it.
PART 3 - FINANCIAL DETAILS
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, provided that the terms of any such
variation are reasonable. 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:
1.3.1 sales cannot be concluded in the Branch by the Operator and/or its Assistants but
can only be concluded as a result of Customers subsequently contacting internet
websites or call centres operated on behalf of Post Office Ltd; or
1.3.2 (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 1.3.2 of this Part 3) in the Branch, and do not refer merely to any introduction of
Customers to the Direct Sale Product or Service made by the Operator or its Assistants in the
Branch.
Provided that the Operator complies with the Agreement, Post Office Ltd will pay the
Operator the Fees as follows:
1.4.1 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;
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1.5
1.6
1.7
1.8
1.9
1.4.2 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 in the first and second
Accounting Periods following the Start Date:
1.5.1 the amount of Fees payable from the Start Date shall be a variable monthly payment,
calculated on a “per Transaction” basis in accordance with clauses 1.4.1 to 1.4.2 of
this Part 3 and in accordance with the Fees Booklet; and
1.5.2 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 by Post Office Ltd in
the first two calendar months of the Term in respect of Transactions carried out at
the Branch by the previous operator 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 an individual who is treated by HMRC as an “office holder" for tax purposes,
the Fees and other payments due to the Operator shall be subject to PAYE, national insurance
contributions and any other applicable taxes (together the Taxes), which Post Office Ltd
shall deduct as required by law. Post Office Ltd shall periodically provide the Operator with
the details of the Fees and other payments due to the Operator and the Taxes deducted by
Post Office Ltd.
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
ina 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).
Unless the Fees are subject to the Taxes, Post Office Ltd and the Operator agree that a self-
billing arrangement will operate in respect of the Fees due under the Agreement. Therefore
the Parties agree that:
1.9.1 Post Office Ltd will issue self-billing invoices showing the Operator’s name, address
and VAT registration number (where applicable), together with all other details
which constitute a full VAT invoice, for the Fees due to the Operator;
1.9.2 the Operator will accept each self-billing invoice raised by Post Office Ltd and agrees
not to raise VAT invoices for Fees due to it under the Agreement;
1.9.3 the Operator shall promptly notify Post Office Ltd if it becomes aware of any error
in the amount of VAT (if any) shown on any self-billing invoice produced by Post
Office Ltd;
1.9.4 the self-billing arrangement will continue until the termination of the Agreement;
1.9.5 Post Office Ltd will inform the Operator if the issue of self-billing invoices is to be
outsourced to a third party;
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3.2
3.3
3.4
1.9.6 the Operator will provide Post Office Ltd with its VAT registration number and will
notify Post Office Ltd immediately if it changes its bank details, changes its VAT
registration number, becomes VAT registered, ceases to be VAT registered, or sells
the Basic Business or part of the Basic Business;
1.9.7. the Operator is responsible for accounting to HMRC for the output VAT (if
applicable) shown on each self-billing invoice produced by Post Office Ltd.
Training costs
The cost of the initial training referred to in clauses 2.3A, 2.3 and 2.5 of Part 2 shall be met
by Post Office Ltd in accordance with those clauses. The cost of all other training provided
by or on behalf of Post Office Ltd in respect of the Branch shall be met by the Operator. Such
cost shall be as notified to the Operator at the time and shall be payable by the Operator to
Post Office Ltd within 7 days of receipt of an invoice.
Repayment of Set Up Costs
The Operator acknowledges and agrees that certain set up costs were incurred by Post Office
Ltd under the agreement with the previous operator for the equipment and fit out works for
the conversion of the Branch to the Main operating format.
If the Agreement is terminated at any time prior to, or within three years of the Original
Conversion Date, then unless:
3.2.1 the termination of the Agreement was by Post Office Ltd in accordance with clause
16.1.1 of Part 2; or
3.2.2 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 that were incurred by Post Office Ltd in respect of the
conversion of the Branch to the Main operating format.
For the purposes of this clause 3, Set Up Costs means the amount specified in the Preface
being part of the costs incurred by Post Office Ltd in converting the Branch to the Main
operating format prior to the Operator being appointed by Post Office Ltd to operate the
Branch.
The amount to be paid under clause 3.2 shall be calculated by pro-rating the Set Up Costs in
the same proportion as the number of days from the date of termination to the third
anniversary of the Original Conversion Date bears to the total number of days from the Start
Date to the third anniversary of the Original Conversion Date. Post Office Ltd will notify the
Operator in writing of the pro-rated amount owed. 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.
Recovery of sums due
If the Operator at any time owes any money to Post Office Ltd under the Agreement or any
other contract or agreement, Post Office Ltd may deduct such money from any amount due
to the Operator under the Agreement or any other contract or agreement between Post
Office Ltd and the Operator, including from the Fees.
PART 4 - EQUIPMENT FOR A MAIN BRANCH
The Operator will provide the Operator Equipment for the Branch.
Post Office Ltd will loan to the Operator the Post Office Ltd Equipment for the Term for use
in the Branch, subject to the Operator complying with its obligations in this Part 4.
The responsibility of each of the Parties for procuring and maintaining each item of
Equipment and whether (in the absence of a written notice from Post Office Ltd to the
contrary) an item of Equipment is to be returned or delivered up to Post Office Ltd or at its
direction to a New Operator or Post Office Ltd’s supplier on the termination of the
Agreement is summarised in Appendix 1 to the Preface.
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7.2
73
10.
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 1 of the Preface by issuing a Notice to Amend
in accordance with clause 21.2 of Part 2 but the obligations to maintain and/or repair any
item of Equipment in Appendix 1 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 Equipment shall at all times remain owned or controlled by Post Office
Ltd. The Operator shall safeguard all Equipment and keep it in good condition (fair wear and
tear excepted) in accordance with the Manual (including any ancillary items supplied with
the Equipment, for example keys to the safe). The Operator shall be liable for any loss of, or
damage to, any Equipment where Post Office Ltd reasonably believes such loss or damage is
the result of any negligence by the Operator, his Personnel or otherwise or any breach of the
Agreement, wilful default, error or criminal act of the Operator or any Personnel.
Where Appendix 1 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 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
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 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 (provided that the Operator shall
only be required to train its Assistants to the same and not a higher standard than the
standard of training received by the Operator from Post Office Ltd), 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 Equipment, in addition to the Horizon equipment, Post Office
Ltd may from time to time loan the Operator (and the Operator shall accept) one or more
paystation™ terminals for use in conducting Transactions, and/or additional terminals or
self-service equipment (together referred to as the PO Terminals). Post Office Ltd will
discuss with the Operator the position within the Branch Premises where the PO Terminals
are to be located, but, in the absence of agreement, Post Office Ltd (acting reasonably) will
determine such location. Where Post Office Ltd does provide PO Terminals, the Operator
shall ensure that they are used solely to conduct Transactions. Post Office Ltd will arrange
(whether directly or through the Operator) for the PO Terminals to be installed at the
specified location.
The Operator grants to Post Office Ltd, its agents and employees an irrevocable licence at
any time during the opening hours of the Branch Premises, or at any time in the case of an
emergency, during the Term or any time following the termination of the Agreement, to
enter any premises or vehicle where the Post Office Ltd 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
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11,
12.
13.
agi.
13.2
14,
14.1
14.2
14.3
15.
La
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
‘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.
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
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®”).
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.
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 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 Equipment.
PART 5 - MANUAL FOR A MAIN BRANCH
The following list includes the manuals, guidelines and instructions which currently come
under the definition of “Manual”:
- Main Post Office Operations Manual
- Horizon online administration and equipment operations manual
- National lottery operations manual (where branch offers this product)
- Ordering stock and stores operations manual
- Post Office outreach services operations manual (where applicable)
- Post Office paystation operations manual
- Security operations manual
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1.2
1.3
1.4
1.5
1.6
- 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 provided such instructions and updates are reasonable
Post Office Ltd shall provide the Operator with a copy of the Manual (which may include a
DVD, CD ROM or other electronic media) or, at its discretion, provide the Operator with
instructions as to how the Manual may be accessed electronically and with details of any
alterations and/or improvements in or to the System or the Services to enable the Operator
to keep the Manual up to date. If there is any dispute, the authentic text of the Manual shall
be the copy or copies kept by Post Office Ltd at its head office. The Manual shall at all times
remain the property of Post Office Ltd.
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, provided that the terms of any such amendments are
reasonable. In the Agreement, unless otherwise specified, a reference to the Manual is a
reference to it as amended, consolidated or extended by Post Office Ltd from time to time.
The Operator shall operate the System properly so as to achieve the performance standards
in accordance with the provisions of the Manual current from time to time. The Operator
shall not make use of the Manual for any purpose other than for the operation of the Branch.
The Operator shall ensure that its copy of the Manual is kept up to date at all times, subject
to Post Office Ltd complying with its obligations in clause 1.2 of this Part 5.
In addition to the Manual, Post Office Ltd may issue to the Operator instructions which deal
with various classes of Products and Services to be transacted at the Branch and the design
and operational standards required to run the Branch.
Allsuch 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.
11
1.2
The appointment of the Operator gives the Operator the right to transact, and to receive
payment for, certain items of business on behalf of Post Office Ltd. The conditions of the
appointment also involve such non-compete restrictions on the private activities of the
Operator in relation to the Branch Premises as are fundamental and necessary to ensure the
continued viability of the Network.
It is important to the future of the Network that all operators support Post Office® products
and services. An operator who offers products or services in its private retail business from
the Branch Premises which compete with Post Office® products and services can reduce the
revenue generated by the Branch and the Network. This revenue is essential to provide a
contribution to Post Office Ltd’s fixed costs of maintaining the Network. Without this
contribution, Post Office Ltd might not be able to sustain the Network. It is therefore also in
the interests of all operators to support this principle.
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13
14
15
16
17
18
It is also in the interests of all operators that Post Office Ltd is able to seek and negotiate
business opportunities for the whole Network and that it does not allow Clients or suppliers
to enter into arrangements directly with selected Post Office® branches only to the
disadvantage of the rest of the Network. This would adversely affect Post Office Ltd’s ability to
maintain the Network as a whole.
Operators benefit from being part of the Network. In addition to payments which operators
receive from Post Office Ltd, Post Office Ltd invests in advertising that brings Customers into
Post Office® branches, it ensures that Post Office® products and services meet regulatory
requirements and it provides customer and business services such as helplines to support
operators.
Accordingly, except as permitted by and in compliance with any waiver granted by Post Office
Ltd in accordance with clause 1.11 of this Part 6, the Operator must not undertake in a private
capacity, or allow anyone else to undertake in relation to the Branch Premises, the types of
business listed in clause 1.6 of this Part 6, as amended by Post Office Ltd from time to time in
accordance with clause 1.8 of this Part 6.
The non-compete restrictions on private business activities in relation to the Branch Premises
are as follows:
(i) business concerned with the provision of services relating to the collection, conveyance
and/or delivery of letters, parcels and packages (collectively called “Packets” in this
clause) including without prejudice to the generality of the foregoing: the sale of stamps,
pre-paid postage labels and stationery with prepaid postage; the acceptance, retention,
sortation, return and redirection of Packets (including Packets containing mail order or
other home shopping goods and other Packets); and the acceptance of payment for such
services;
(ii) services for the payment of bills, the collection of payments (including pre-payments) or
the collection of revenue (whether by the sale of stamps or meter tokens, the charging of
budget keys or by other means) in connection with services for the supply of water, gas,
fixed line telephones, electricity, cable or satellite television, or local authority services;
(iii) the sale of National Lottery products;
(iv) Banking, Building, Industrial and Provident Society, Friendly Society or Credit Union
business or otherwise making available banking facilities including, without limitation,
cheque-cashing, bureau de change (including the selling and buying back of currency, on
demand and pre-order services), collecting deposits or providing withdrawal facilities on
behalf of deposit-takers whether over-the-counter or through an automated teller
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 1.6 of this Part 6 constitute the current non-compete
restrictions but Post Office Ltd reserves the right to review these restrictions in the light of
changing business requirements, varying them if necessary. All operators will be given at least
12 months’ notice in writing of any such changes. No restrictions will be introduced on
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products or services other than Key Products and Services, as defined in clause 1.9 of this Part
6.
1.9 Key Products and Services are the core products and services offered by Post Office Ltd. The
Key Products and Services are:
(i) Letters, parcels and packages services of any kind and related services;
(ii) Services for the payment of bills, collection of payment or collection of revenue;
(iii) National Lottery products;
(iv) Banking services, including bureau de change;
(v) Financial services;
(vi) National Savings and Investment products;
(vii) Money transfer services;
(viii) Postal orders;
(ix) Savings stamps;
(x) Benefits’ distribution and Government services;
(xi) Motor vehicle and driver licensing services and other motorist services;
(xii) Telephony products and services;
(xiii) Travel ticketing and travel passes; and
(xiv) Television licensing services.
Post Office Ltd reserves the right to amend this list of Key Products and Services from time to
time. No new products or services will be introduced to this list which are not current or future
key sources of revenue and/or contribution for Post Office Ltd.
1.10If the Operator is considering taking up a new private retail business opportunity which may fall
within the scope of the non-compete restrictions specified in clause 1.6 of this Part 6, it
should, before taking up any such business, inform Post Office Ltd of the circumstances and
seek advice as to whether the work concerned falls within the restrictions described above.
1.11 The Operator may apply for a waiver from the non-compete restrictions in clause 1.6 of this
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.
1.12 The Operator must not use and must ensure that no third party uses the name “Post Office”
in connection with any of its private business activities (or the private business activities of
a company with which it is associated in any way) or in such a way as to imply that Post
Office Ltd is in any way connected with these activities. Nor may the Operator transact any
private business in a way that might lead Customers to conclude that Post Office Ltd is in any
way connected with that business.
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 1.5 to 1.7 (inclusive) of section A of this Part 6.
C. The Operator warrants and represents that on and from the Commencement Date, it shall have
no contractual or other obligations to any third party which would or may be breached by
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entering into and/or performing any of its obligations under this Part 6. As a condition of this
Agreement, the Operator undertakes to ensure that the warranties and representations in this
section C are and shall remain true throughout the Term.
PART 7 - BRANCH PREMISES
The following clauses shall apply in respect of the Branch Premises.
1.
1a
1.2
Obligations relating to the Branch Premises
The Operator shall at its own cost and expense:
1344
1.1.9
operate the Branch from the Counter Positions and such other area(s) within the
Branch Premises in the locations shown on the plan in Appendix 3 of the Preface
including but not limited to the Dedicated Post Office Area or in the absence of a
plan as described in Appendix 3 of the Preface;
without prejudice to the Operator's obligations to comply with the EA and other
applicable legislation, provide and maintain a Dedicated Post Office Area together
with such additional space and accommodation at the Branch Premises for the
operation of the Branch as is necessary to ensure a high standard of customer
service (including allowing sufficient space for Customers to queue and be served
comfortably, sufficient space for shelving and leaflet dispensers to enable
materials relevant to the Branch to be held and/or displayed both behind and in
front of the area of the counter used for the Branch) or as may be required by Post
Office Ltd;
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;
if required by Post Office Ltd, provide reasonable space at the Branch Premises
suitable for a post box;
atall 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;
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 Main Post Office branches as specified
in the Manual, or (ii) that in Post Office Ltd’s reasonable opinion are or may be
required at any time to ensure the Branch Premises are compliant with any
applicable legislation;
at all times provide adequate and appropriate lighting and heating at the Branch
Premises;
keep the Basic Business in a clean and tidy condition and adequately stocked and
shall generally ensure that its appearance complements and does not in Post Office
Ltd's opinion have an adverse effect on the Branch. The Operator shall further
ensure that the Basic Business is not closed for business at any time when the
Branch is open for business and that the Combined Retail Counter Position is not
closed at any time when the Basic Business is open;
allow Post Office Ltd access at all times during normal working hours to the Branch
Premises and at any time in respect of an emergency.
The Operator shall not alter or convert the Branch Premises or the Branch in any way
without the prior written consent of Post Office Ltd (such consent not to be unreasonably
withheld or delayed) and any necessary planning, by-law or other consents, such as planning
permission, building regulations consent or other building or planning consent. Each such
alteration or conversion shall be carried out only in accordance with plans, drawings and
specifications previously submitted to and approved by Post Office Ltd (such approval shall
not be unreasonably withheld or delayed). The detailed preparation of such plans, drawings
and specifications and the day to day or immediate supervision by an architect or surveyor
shall be the responsibility and at the expense of the Operator.
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1.3
1.4
If any part of the Branch Premises contains residential accommodation (whether as at the
Commencement Date or at any later time), the Operator shall notify Post Office Ltd, together
with details of the occupier (where this is not the Operator). If the Operator ceases to occupy
the residential accommodation or if at any time it becomes vacant, the Operator shall
immediately notify Post Office Ltd in writing.
Where the Preface contains the Precondition the Operator must, from the date specified in
clause 1.1 of that Precondition, and for the duration of the Term, maintain a Valid Property
Interest in the Branch Premises. Where the Preface does not contain the Precondition, the
obligation on the Operator to maintain the Valid Property Interest shall be with effect from
the Commencement Date and for the duration of the Term. Any breach of this obligation shall
be a material breach of the Agreement for the purposes of clause 16.2.1 of Part 2 of these
Standard Conditions.
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