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Terms and conditions

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 10 (LIMITATION OF LIABILITY).

1. Interpretation

1.1 The following definitions and rules of interpretation apply in these Conditions:

Airport Transfer: the provision of a Service between an agreed arrival airport and an agreed destination as specified by the Customer.

As Directed Service: the provision of a Service with an agreed pick-up point but without a fully defined journey plan or termination point.

Business Day: a day other than a Saturday, Sunday or public holiday in Scotland, when banks are open for business.

Chauffeur: means the driver of the Vehicle provided by the Supplier to fulfil the provision of the Services.

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 6 (Charges and payment).

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 13.5.

Connected Company: TheBookingRoom Group Limited registered in Scotland with company number SC427359; Charlton Scotland Limited registered in Scotland with company number SC476986; Charlton Chauffeur Drive Limited registered in Scotland with company number SC136974; TBR Logistics Limited registered in Scotland with company number SC466688; and TheBookingRoom.Com Limited registered in Scotland with company number SC209152.

Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

Customer: the person or firm who purchases Services from the Supplier.

Customer Default: has the meaning set out in clause 5.2.

Data Controller: has the meaning set out in section 1(1) of the Data Protection Act 1998.

Data Subject: an individual who is the subject of Personal Data.

Group Company: the Supplier, its Subsidiaries or Holding Companies or Connected Companies from time to time and any subsidiary of any Holding Company or Connected Company from time to time.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Customer’s order for Services.

Passenger: the passenger(s) for whom the Customer has requested the Services;

Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which the Customer is the Data Controller and in relation to which the Supplier is providing Services under the Contract.

Processing and process: have the meaning set out section 1(1) of the Data Protection Act 1998.

Services: the services supplied by the Supplier to the Customer as set out in the Specification.

Specification: if applicable, the description or specification of the Services provided in writing by the Supplier to the Customer.

Subsidiary and Holding Company: in relation to a company mean “subsidiary” and “holding company” as defined in section 1159 of the Companies Act 2006.

Supplier: TBR Global Limited registered in Scotland with company number SC466687 together with any Connected Company and any Group Company.

Vehicle: the vehicle stated in the Order or otherwise substituted in terms of clause 4.1 of these Conditions.

1.2 The term “Supplier” shall be deemed to extend to “Connected Companies” and “Group Company”.

1.3 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.4 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.5 A reference to writing or written includes emails.

2. Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance or a written confirmation of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 Any advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s brochures or on the Supplier’s website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5 Any quotation given by the Supplier shall not constitute an offer.

3. Supply of Services

3.1 The Supplier shall supply the Services to the Customer in accordance with the Specification (if applicable) in all material respects.

3.2 The Supplier reserves the right to amend the Specification (if applicable) if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

3.3 The Supplier shall be entitled in its sole discretion to sub-contract the provision of the Services.

3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

3.5 Whilst the Supplier shall use reasonable endeavours to procure that the Chauffeur adheres to all timings specified in the Contract, such obligation shall not be of the essence of the Contract.

3.6 The Chauffeur shall, unless otherwise specifically stated in the Order, have complete discretion as to the optimum route for the contracted journey, whether or not it is actually the shortest route.

3.7 Whilst the Supplier shall use reasonable endeavours to procure that the Chauffeur adheres to any itinerary specified in the Order, such obligation shall not be of the essence of the Contract and the Supplier shall not be held responsible for loss or inconvenience arising from the delays in journey durations attributable to traffic or weather conditions, breakdown or otherwise. The Chauffeur shall accordingly not be bound to comply with the Passenger(s) request to exceed speed limits.

3.8 The Customer acknowledges and agrees that the Chauffeur shall have the absolute discretion to refuse to transport any Passenger(s) who are under the influence of drugs or alcohol and whose behaviour whilst in that state reasonably poses a threat to the Chauffeur, the Vehicle or any other Passenger(s).

3.9 In the event that any Passenger(s) in the opinion of the Chauffeur are behaving in an unacceptable manner, then the Customer acknowledges that the Chauffeur may terminate the Contract and cease the provision of the Services even if they are not completed. Such termination shall not remove the responsibility from the Customer to settle all sums due to the Supplier which shall be payable.

4. Vehicles

4.1 The Supplier reserves the right to change the Vehicle for the performance of the Services subject always to such replacement being of similar or better standard to the Vehicle.

4.2 No one other than the Chauffeur shall be entitled to drive the Vehicle.

4.3 In the event of any breakdown of the Vehicle, the Supplier shall use reasonable endeavours to ensure that an alternative vehicle attends at the earliest opportunity to recommence the provision of the Services.

4.4 The Supplier reserves the right to procure that the Chauffeur refuses the carriage of luggage if in the Chauffeur’s opinion the weight and volume of the same is excessive.

4.5 The maximum seating of the Vehicle shall be as determined by the Supplier and shall not be exceeded.

4.6 The Supplier operates a non-smoking policy in all Vehicles provided by it.

4.7 It shall be the Passenger(s) sole responsibility to ensure that any seatbelt provided in the Vehicle is worn by them and the Supplier consequently excludes any liability to the Customer and/or the Passenger(s) attributable to any such failure.

4.8 The Customer shall indemnify the Supplier on demand for any damage caused by the Passenger(s) to the interior or exterior of the Vehicle and for all cleaning and valet costs if any Passenger(s) in any unreasonable way causes the cleanliness of the Vehicle to be of an inferior standard than that which prevailed at pick-up time.

5. Customer’s Obligations

5.1 The Customer shall:

(a) ensure that the terms of the Order and any information provided within the Specification (if applicable) are complete and accurate;

(b) co-operate with the Supplier in all matters relating to the Services;

© provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and

(d) comply with any additional obligations as set out in the Specification (if applicable).

5.2 In the event that the Customer requires any changes or variations to the Contract during the performance of the Services, the Customer will be charged for such changes or variations in accordance with the terms specified by the Supplier.

5.3 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default;

(b) without limiting or affecting any other right or remedy available to it, the Supplier shall rely on the Customer Default to relieve it from the performance of any of its obligations in each case, to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

© the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 5.2; and

(d) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

6. Charges and payment

6.1 The Charges for the Services shall be calculated in accordance with the Supplier’s fee rates, as set out in the Order.

6.2 Save where the Vehicle is late in arriving, in the event of the Passenger(s) failing to attend within 15 minutes of the specified pick-up time (where the pick-up is otherwise than an Airport Transfer) or, in the case of an Airport Transfer the Passenger(s) failing to attend within 30 minutes of the specified pick-up time (or in the event of a revised landing time being notified by the Passenger to the Supplier within 30 minutes of such advised revised landing time pick-up time), the Supplier shall be entitled to charge the Customer waiting time charges in accordance with the Supplier’s standard charges from time to time in force.

6.3 The Customer shall be responsible for all parking and toll charges incurred in the provision of the Services.

6.4 The Supplier reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.

6.5 The Customer shall pay each invoice submitted by the Supplier:

(a) within 30 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

6.6 All amounts payable by the Customer under the Contract are inclusive of amounts in respect of value added tax chargeable from time to time.

6.7 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 12, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

6.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. Cancellation

7.1 If prior to delivery of the Services, the Customer gives notice in writing to the Supplier that it wishes to cancel an Order, either in whole or in part, the Supplier shall be entitled to payment from the Customer of a cancellation charge equal to 25% of the Charges as specified in the Order.

7.2 Notwithstanding clause 7.1, if an Airport Transfer is cancelled 2 hours or more before the Services are due to begin, there will be no charge. If an Airport Transfer is cancelled less than 2 hours before the Services are due to begin, the Supplier shall be entitled to payment from the Customer of a cancellation charge equal to 100% of the Charges due.

7.3 Notwithstanding clause 7.1, if an As Directed Service is cancelled 12 hours or more before the Services are due to begin, there will be no charge. If an As Directed Service is cancelled between 12 hours and 4 hours before the Services are due to begin, then a cancellation charge equal to 4 hours of the Services is due and payable. If an As Directed Service is cancelled less than 4 hours before the Services are due to begin, then a cancellation charge equal to 100% of the Charges up to a maximum of 8 hours is due.

8. Intellectual property rights

8.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

8.2 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 8.1. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

9. Data protection and data processing

9.1 The Customer and the Supplier acknowledge that for the purposes of the Data Protection Act 1998, the Customer is the Data Controller and the Supplier is the data processor in respect of any Personal Data.

9.2 The Supplier shall process the Personal Data only in accordance with the Customer’s instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the Customer.

9.3 The Supplier shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.

9.4 Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.

9.5 Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this clause 9.

9.6 The Customer acknowledges that the Supplier is reliant on the Customer for direction as to the extent to which the Supplier is entitled to use and process the Personal Data. Consequently, the Supplier will not be liable for any claim brought by a Data Subject arising from any action or omission by the Supplier, to the extent that such action or omission resulted directly from the Customer’s instructions.

10. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

10.1 Nothing in the Contract shall limit or exclude the Supplier’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation; or

© breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

10.2 Subject to clause 10.1, the Supplier shall not be liable to the Customer, whether in contract, delict (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) loss of profits;

(b) loss of sales or business;

© loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of damage to goodwill; and

(g) any indirect or consequential loss.

10.3 Subject to clause 10.1, the Supplier’s total liability to the Customer, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total Charges paid under the Contract.

10.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

10.5 This clause 10 shall survive termination of the Contract.

11. Termination

11.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 30 days’ written notice.

11.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

© the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

11.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

11.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 11.2(b) to clause 11.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

12. Consequences of termination

12.1 On termination of the Contract the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

12.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

13. General

13.1 Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

13.2 Assignment and other dealings

(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

13.3 Confidentiality

(a) Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.3(b).

(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

© Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

13.4 Entire agreement

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

© Nothing in this clause shall limit or exclude any liability for fraud.

13.5 Variation
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.6 Waiver
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

13.7 Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

13.8 Notices

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Order.

(b) Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by email, at 9.00 am on the next Business Day after transmission.

© This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

13.9 Governing law
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with Scots law.

13.10 Jurisdiction
Each party irrevocably agrees that the Scottish courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.