Service partner T&C

GROUNDSCOPE SERVICE PARTNER TERMS AND CONDITIONS (‘TERMS AND CONDITIONS’)

Definitions:
In this Agreement, unless the context otherwise required, the following will have the meanings:

“Additional Charges”
Means car parking charges, tolls, waiting time and other miscellaneous expenses incurred in the provision of the Services.

“As Directed”
means a Reservation which may or may not have a pre-planned itinerary but involves multiple stop offs, pick-ups and drop offs between the beginning and end of the hire.

“Booking Terms”
means the booking terms and conditions entered into by the Service Partner and a Client, applicable to each Reservation made by a
Client, available at http://www.groundscope.co.uk/booking-terms and as amended from time to time. 

“Client Data”
means the data of Clients including any data relating to Passengers.

“Client(s)”
means the client(s) on whose behalf GroundScope is acting as disclosed agent to procure the Services.

Coach Booking
A Reservation for a vehicle legally able to carry more than 16 passengers.

“Completion/Completed”
Means when the Passenger has been picked up and dropped off at the destination and location specified, and the job has been
completed on the GroundScope Platform according to the process set out in Section 2 of the Schedule.

“Confidential Information”
means all or any information to which confidentiality is capable of attaching and which is the proprietary information of GroundScope, GroundScope’s parent, subsidiaries, associated companies and / or any of the Passengers, which will include without limitation, their
name(s), address(es), occupation(s) and destination(s), information concerning the business, research, projects, pricing policies, future business strategies, marketing, contracts, price-sensitive information, accounts, finances and other plans or strategies of the Client and/or any of their affiliates or subsidiaries; any other kind of oral or written information with respect to the Client or any passenger(s) of which the Service Partner (including its officers, employees, agents, contractors and consultants) becomes aware (which for the avoidance of doubt shall include any conversations and/or any phone conversations that any Driver or other Service Partner representative may inadvertently overhear whilst providing services to the Client hereunder);whether or not such information is reduced to a tangible form or is marked in writing or designated orally as “confidential”, and including but not limited to GroundScope’s remote despatch system, client and Passenger lists, rates, and all information documents or correspondence and other matters in connection with this Agreement, and/or the provision of the Services.

“Data Protection Legislation”
means the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679 (GDPR) and any subsequent UK data protection legislation.

“Driver”
means the employee or sub-contracted person engaged by the Service Partner to perform the Services in respect of a given Passenger.

“Full Road Service Coverage”
means roadside assistance provided by AA or equivalent

“GroundScope Operations”
Means the GroundScope support centre.

“GroundScope Platform”
Means GroundScope’s system for the placing and distribution of Reservations and any interface used to access and use that system.

“Passenger”
means the person(s) or package(s) named on the Reservation sent to the Service Partner from the GroundScope booking system

“Pickup Time”
Means the time specified by GroundScope for the pick-up of a Passenger.

“POB”
means Passenger on board, meaning the Passenger is seated in the Service Partner’s vehicle

“Point to Point”
means a Reservation with a single pick-up from a single point going directly without deviation to a single drop off at a single point (also known as an A to B reservation)

“Rates”
Means the rates in relation to each aspect of the Services (as specified in Section 14 of this Agreement) together with any Additional Charges.

Reservation”
means a booking for the provision of the Services to a Passenger.

“Service Level Agreement”
Means the GroundScope minimum standards and requirements for the Services, as specified in the Schedule and as may be amended
from time to time by GroundScope.

“Service Partner Charges”
Means the charges raised by the Service Partner for provision of the Services, as notified to GroundScope from time to time in accordance with this Agreement and payable by a Client in connection with a Completed Reservation.

“Services”
Means the ground transportation services to be provided by the Service Partner to Passengers under the terms of this Agreement, as further described in the Schedule.

“Waiting Time”
means the (i) elapsed time between the Pickup Time and POB; and/or (ii) elapsed time of a stop which is requested by the Passenger during the fulfilment of a Reservation.

“Working Day”
Means a day other than a Saturday, Sunday or public holiday, when banks in the capital city of the country of the Service Partner’s registered office are open for business.

1. SERVICES
1.1 The Service Partner shall provide the Services for the Term in accordance with this Agreement, including the Service Level Agreement.

1.2 GroundScope shall facilitate the placing of Reservations by its Clients and the Service Partner shall accept and fulfil those Reservations in accordance with this Agreement. The Service Partner acknowledges and agrees that this is a non-exclusive arrangement and there is no
obligation on GroundScope to make the Service Partner’s Services available to any or all of its Clients, nor to guarantee any minimum volume of Reservations.

1.3 The Service Partner acknowledges and agrees that GroundScope acts as a disclosed agent for the purposes of this Agreement and the placing of Reservations by Clients. Each Reservation entered into via the GroundScope Platform and the Services thereunder shall be
subject to the Booking Terms, constituting a contract between the Service Partner and relevant Client.

2. GROUNDSCOPE RESPONSIBILITIES:
2.1 GroundScope will make the GroundScope Platform available to its Clients and, where agreed with a Client, make the Service Partner’s Services available via the GroundScope Platform.

2.2 GroundScope shall notify the Service Partner of Reservations made in accordance with the procedure set out in the Schedule. GroundScope shall provide reasonable assistance to the Service Partner in liaising with a Client in connection with a Reservation.

2.3 All Service Partners Charges including base charge, waiting time, additional drops, car parking, tolls will be fully transparent to the Client, booker and Service Partner on the GroundScope Platform.

3. SERVICE PARTNER RESPONSIBILITIES:
3.1 The Service Partner will provide the Services strictly in accordance with the Agreement, the Booking Terms and the specific requirements, instructions or guidelines of GroundScope as may be amended from time to time.

3.2 The Service Partner will provide the vehicle for the Services and will be responsible for the proper maintenance and use of the vehicle, in accordance with the Service Level Agreement.

3.3 The Service Partner will carry out the Services promptly, professionally and diligently in accordance with best ground transportation industry practice, and any applicable statutory regulations and requirements.

3.4 The Service Partner will ensure for the Term that it is in possession of all current valid transportation, business and other ancillary licences, consents and permits of any kind that are required under local, state, regional, federal, national or international law or regulations to undertake provision of the Services. Copies of all associated licences and other relevant documentation including the Service Partners certificate of incorporation will be provided by the Service Partner to GroundScope before commencing the Services for GroundScope and
whenever there are any changes or renewals.

3.5 The Service Partner will ensure that all vehicles and all Drivers are fully licensed and are in full compliance with any and all governmental or quasi-governmental laws, regulations, authorities and jurisdictions whether local, state, regional, federal, national, international or otherwise.

3.6 The Service Partner, if based in the European Union, will use its best endeavours to ensure that all Drivers involved in the performance of the Services work in compliance with the Working Time Regulations 1998, or the Working Time Directive 2003/88/EC as implemented in other countries, as the same may be amended or replaced from time to time. No matter where the Service Partner is located, by reference to the work a Driver does for the Service Partner, Drivers should be allowed reasonable rest breaks (in accordance with any applicable laws and regulations) and not be required to work: any more than 13 hours in any 24 hour period; any more than 7 consecutive days; more than 48 hours per week.

3.7 The Service Partner will for the Term, maintain at its own expense and in full force, valid and effective policy of insurance in respect of any liability, which the Service Partner may incur towards any passenger, employee, or third party, as a consequence of the negligent act or omission by the Service Partner, whether such act or omission shall occur in the Service Partners vehicle, at the Service Partner’s base of operations or at any other place where the Service is being provided. Minimum insurance cover: £1,000,000 for each and every claim and £3,000,000 in the aggregate covering any 12 month period, or at the levels detailed in the most recent signed contract between GroundScope and the Service Partner. The Service Partner will provide GroundScope with a copy of the current insurance certificate(s) and policy (ies), and any excess liability policies, before commencing the Services for the Client, and at any renewal of, or change to, such policy (ies).. The insurance policies will be provided by a reputable and well established insurer.

3.8 Where the vehicle being used to provide the Services is not owned by the Service Partner the Service Partner will ensure that the owner of the vehicle complies with all the requirements of clauses 3.5 and 3.6 including, if required by GroundScope, providing GroundScope with a copy of all such insurance policies. The Service Partner agrees that GroundScope may hold the Service Partner liable absolutely for any claims or actions arising from any act or omission of the vehicle owner.

3.9 The Service Partner will provide GroundScope with details of its prices / rates. The GroundScope Platform will use these prices / rates to calculate the Service Partner Charge for a Reservation booked on the platform that are payable by the Client. There are no charges to the Service Partner for working with GroundScope. The Service Partner is able to amend their rates by e-mailing the rate updates to customerservices@groundscope.co.uk, provided that this can be done no more than once every 3 months. In all cases, the rate used to quote a Reservation when a Reservation is made will be the rate used to calculate the Service Partner Charge and any subsequent change in the rates will not affect existing Reservations. The Service Partner must provide rate updates to GroundScope at least 30 days prior to their effective date.

4. GENERAL DATA PROTECTION REGULATIONS
4.1 In this Agreement, the terms “Personal Data”, “Data Controller”, “Data Processor” “Data Subject” and “Personal Data Breach” shall have the same meaning as set out in the Data Protection Legislation.

4.2 During the Term and in the provision of the Services, the Service Partner may process Personal Data as it is comprised in the Client Data. The Service Partner acknowledges that the Client is the Data Controller in relation to all Client Data, that GroundScope is the Data Processor of the Client Data and that the Service Partner is a sub-processor of the Client Data, processing on behalf of GroundScope. The Service Partner shall:

4.2.1 process Client Data only to the extent, and in such a manner, as is necessary for the purposes of the Agreement in accordance with the Client’s documented instructions, unless required otherwise to comply with any EEA or Member State law (in which case, the Service Partner shall provide prior notice to GroundScope of such legal requirement, unless that law prohibits this disclosure on important grounds of public interest);

4.2.2 implement and maintain appropriate technical and organisational measures to protect the Client Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. Such measures shall include, where appropriate, pseudonymising and encrypting Client Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Client Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it;

4.2.3 not permit any processing of Client Data by any agent, sub-contractor or other third party without the prior written authorisation of GroundScope and shall only work with any such subprocessor under a written contract containing materially the same obligations as under this clause 4;

4.2.4 remain fully liable to GroundScope under this Agreement for all the acts and omissions of each sub-processor as if they were its own;

4.2.5 ensure that all employees, agents or other persons with access to the Client Data:
(a) are informed of the confidential nature of the Client Data and are subject to a binding written contractual obligation to keep the Client Data confidential;
(b) have undertaken training in the laws relating to handling Personal Data and specific training relating to the Client Data; and
(c) shall only have access to such part or parts of the Client Data as is strictly necessary for performance of that person’s duties;

4.2.6 not transfer the Client Data outside the European Economic Area without the prior written consent of Groundscope and unless the appropriate safeguards are place in accordance with the Data Protection Legislation;

4.2.7 promptly (and in any event within 24 hours) inform GroundScope upon becoming aware of or reasonably suspecting any Personal Data Breach involving Client Data. The Service Partner shall take immediate steps to prevent any further breach and to remedy the situation which allowed the breach to occur and notify Groundscope within 36 hours of the full nature of the breach and the details of the Client Data in question. The Service Partner shall, as soon as possible, restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by the Service Partner or its sub-processors;

4.2.8 provide reasonable assistance and cooperation requested by GroundScope and the Client or their designated representatives, in the furtherance of any correction or remediation of any Personal Data Breach and/or the mitigation of any potential damage.

4.2.9 maintain complete, accurate and up to date written records of all information necessary to demonstrate its, GroundScope’s and the Client’s compliance with Articles 30(1) and 30(2) of the GDPR including all categories of processing activities carried out on behalf of GroundScope (including processing carried out by any sub-processors) and make them available to GroundScope or the Client upon request;

4.2.10 on reasonable notice, allow for and contribute to audits, including inspections, by GroundScope or the Client in relation to its compliance with this clause 4;

4.2.11 provide such reasonable assistance (at its own cost and expense) as GroundScope, Client or a supervisory authority may require to:
(a) respond to requests for exercising the Data Subjects’ rights under the Data Protection Legislation;
(b) ensure compliance with GroundScope’s or the Client’s obligations under Data Protection Legislation with respect to:
(i) security of processing;
(ii) data protection impact assessments;
(iii) prior consultation with a supervisory authority regarding high risk processing; and
(iv) any remedial action and/or notifications to be taken in response to any Personal Data breach and/or any complaint or request relating to this Agreement including, subject in each case to the Customer’s prior written authorisation, any notification
of the breach to supervisory authorities and/or communication to any affected data subjects; and

4.2.12 only retain Client Data for as long as is necessary for the performance of the Services to each applicable client and, in any event, delete (or return, at Groundscope’s option) all Client Data on request from the Client or from GroundScope or no later than the expiry of 12 months from the performance of Services for a Client. Without prejudice to the foregoing on termination, at GroundScope’s option the Service Partner shall either return all of the Client Data to Groundscope or securely dispose of the Client Data still in its possession (including any copies) and any other Personal Data received or obtained pursuant to this Agreement except to the extent that any applicable law requires the Service Partner to retain such Client Data and other Personal Data.

4.3 In accordance with Article 28(3) of the GDPR, this Agreement sets out the subject matter and duration of the processing, as well as the purpose of the processing (described in the Services and clause 

4.2). The Personal Data shall comprise the name, title, e-mail and/or phone number of any relevant point of contact for the Client and for the Passenger for whom a Reservation has been made and also travel details such time of travel and pick up and drop off addresses which may include a home address. The Service Partner acknowledges that Groundscope is acting as Data Processor on behalf of the Client and that the Client may require changes to the processing of Client Data. The Service Partner therefore acknowledges that Groundscope may need to make changes to some of these data processing clauses on the instruction of the Client.

4.4 The Service Partner shall indemnify and keep indemnified GroundScope against all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, sanctions, expenses, compensation paid to the Client or Data Subjects (including compensation to protect goodwill and ex gratia payments), demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Service Partner of its obligations under this clause 4.

5. PRICES AND PAYMENT TERMS:
5.1 Rates payable to the Service Partner by the Client are those set out in the current Service. Partner rate card which has been provided to GroundScope in accordance with clause 3.9.

5.2 The Service Partner acknowledges and agrees that GroundScope is acting as the Client’s disclosed agent in arranging Reservations via the GroundScope Platform.

5.3 GroundScope, and not the Client, is responsible for paying the Service Partner Charge to the Service Partner. GroundScope shall not be liable to make any payment in respect of which it has not received full and cleared funds from the Client and the Service Partner acknowledges that:

5.3.1 it has no interest, whether contractual, proprietary, pecuniary or otherwise, in any debt, monetary or other obligation of the Clients to GroundScope or the proceeds of the same in GroundScope’s hands; and

5.3.2 it will take no action against or in relation to a Client in respect of the Service Partner Chargesor the breach by GroundScope of any term of this Agreement, including but not limited to the commencement of legal proceedings or steps preparatory to the same, or which may be adverse to the interests of GroundScope or any assignee or successor in interest.

5.4 Any service credit, remedy or other sum payable by the Service Partner to the Client may be deducted from any payment due to the Service Partner.

5.5 Without limitation of any other provision of this Agreement, the provisions of clauses 5.2 to 5.4 inclusive shall survive termination of the Agreement.

6. STANDARD OF PERFORMANCE, INDEMNITY
6.1 The Service Partner shall perform the Services to the standard required in the Service Level Agreement (if any).

6.2 In the event of a Client complaint or other customer service issue then the Service Partner will cooperate with GroundScope and the Client to resolve the complaint or issue, including by reducing the Service Partner Charges. The amount of the reduction will be agreed between the Service Partner and the Client.

6.3 At all times the Service Partner will perform the Services in a manner for which safety and time are of the essence.

6.4 The Service Partner will indemnify, and keep indemnified, GroundScope and the Client, its parent, and any of its subsidiaries or associated companies against all losses or liabilities (including, in particular, damages, legal and other professional fees and costs, penalties and expenses) which may be suffered or incurred by GroundScope its parent and any of its subsidiaries or associated companies which arise directly or indirectly out of the Service Partner’s performance or non-performance of the terms of this Agreement or the Services.

6.5 The Service Partner shall (and shall procure that its employees, agents, service providers or contractors shall):

6.5.1 Not take or agree to take, offer, give or agree to give any gift or consideration of any kind as an inducement, reward or bribe in connection with the Services or this Agreement;

6.5.2 Not breach any applicable bribery or other anti-corruption laws;

6.5.3 Comply with any policy or procedures that GroundScope or the Client adopts and communicates to the Service Partner with regard to anti-corruption from time to time. Version 1.5 Page | 7 Feb 2019

6.6 Any breach of clause 6.5, or the commission of an offence under any applicable anticorruption law, by the Service Partner or its employees, agents, service providers or contractors shall entitle GroundScope to terminate this agreement with immediate effect.

7. FORCE MAJEURE:
7.1 Neither Party will be liable for delay in performing or failure to perform obligations under this Agreement, if the delay or failure results from events or circumstances beyond its reasonable control. Without prejudice to the generality of the foregoing, the following will be regarded as such circumstances (“Force Majeure”):

7.1.1 acts of God, explosion, flood, extremely bad weather, or fire;

7.1.2 war, hostilities, invasion, riot, civil disturbance or acts of terrorism;

7.1.3 Labour disputes (but not of GroundScope’s or Service Partner’s own workforce, or those of their respective subcontractors) which involves complete or substantial stoppage of work;

7.3 Acts, restrictions, regulations, by-laws, refusals to grant a license or permit, prohibitions or measures of any kind on the part of any governmental authority.

7.2 Such delay or failure will not constitute a breach of this Agreement. GroundScope, on behalf of the Client, reserves the right to engage third parties to replace the Service Partner’s
obligations and ensure that Services continue to be provided during such a period. During such a period the Service Partner will only receive payment for Services completed by the Service Partner in accordance with this Agreement.

7.3 If either Party is affected by Force Majeure, it will promptly notify the other party of the nature and extent of the circumstances in question and will use reasonable endeavours to avoid or mitigate any such period of delay.

8. TERMINATION:
8.1 If the Service Partner commits any breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy it within 5 (five) Business Days after receipt of written notice from GroundScope requiring its remedy, GroundScope will be entitled to terminate this Agreement with immediate effect by giving written notice of termination to the Service Partner.

8.2 Either party may terminate this Agreement with immediate effect by giving written notice to the other if the other 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;

8.3 Either party may terminate this Agreement in its absolute discretion at any time on 1 (one) months’ written notice to GroundScope or 1 (one) months’ notice to the Service Partner.

8.4 The expiration or termination of this Agreement will not release either party from any liability, obligation or agreement which, pursuant to any provision of this Agreement, is to survive or be performed after any such expiration or termination. On termination, the parties shall discuss in good faith whether existing Reservations should be cancelled or fulfilled.

8.5 On termination of this Agreement, however caused, the Service Partner shall delete or return to GroundScope (at GroundScope’s option, provided that the Service Partner shall delete in the event that no election is made by GroundScope within 1 month of termination) any and all information relating to GroundScope or any Client provided to or obtained by the Service Partner in the course of the performance of this Agreement. The foregoing shall not apply to any information that the Service Partner is required to retain by any applicable law, provided that such information shall only be held and used to the extent necessary to comply with such applicable law.

9. CONFIDENTIALITY, NON-SOLICITATION:
9.1 The Service Partner will not either during or after any period during the Term of their Agreement with GroundScope communicate to any person (i) any information relating to GroundScope’s, any Client’s or any Passenger’s plans, schedules, clients, potential clients, financial or other dealings with any person or persons which information was derived from GroundScope its parent, or any subsidiary or associated company or from any Client or
Passenger of GroundScope, or (ii) any Confidential Information of which they have become aware. This section 9.1 will survive the termination or expiration of this Agreement.

9.2 The Service Partner undertakes that it treats as, and keeps absolutely secret and confidential, the Confidential Information and any information which may be derived or obtained from the Confidential Information and it will not without the express prior written consent of the Client or GroundScope either:

9.2.1 Communicate or otherwise make available the Confidential Information to any third party;

9.2.2 Use the Confidential Information for any purpose whatsoever other than performance of its obligations under this Agreement.

9.3 The above obligations shall not apply or shall cease to apply to such of the Confidential Information if it can be shown that the information: Has become public knowledge other than through the default of the Service Partner;
Was already known to the Service Partner prior to disclosure by GroundScope, the Client or any Passenger carried by any Driver;
Has been received from a third party who did not acquire it in confidence.

9.4 All the Confidential Information will at all times remain the property of the Client or GroundScope (as applicable) and the Service Partner will not have any rights in it whatsoever. The Service Partner shall immediately on request, or on termination of this Agreement, return to the Client or to GroundScope (as the case may be) any and all documents recording any Confidential Information, which may be in the Service Partner’s possession, power or control. The Service Partner shall not, without the prior written consent of the Client, advertise or publicly announce that the Service Partner is undertaking work for the Client.

9.5 The Service Partner acknowledges that damages alone would be an insufficient remedy for any breach by it of the terms and conditions of this Agreement and that (without prejudice to GroundScope’s other rights and remedies) it shall be entitled to the remedies of injunction, specific performance or other equitable relief in the event of any breach or threatened breach of the terms and conditions of this Agreement by the Service Partner.

9.6 The Service Partner will indemnify GroundScope and the Client against all and any actions, claims, costs, losses and liabilities incurred in consequence of any breach by the Service Partner of section 9.1 without prejudice to section 9.3.

9.7 The Service Partner agrees that during the Term and for a period of 12 months after termination of this Agreement it will not either on its own behalf or on behalf of any other person, firm, or company canvass, solicit the custom of or endeavour to entice away from GroundScope, its parent company, any of its subsidiaries or associated companies, any person, firm or company which is, or has been in the preceding 12 months prior to the solicitation, a Passenger or Client of GroundScope or its subsidiaries.

9.8 The Service Partner mustn’t under any circumstance advertise their services to the Passenger or the Client via SMS messages or e-mail whilst providing the service. For clarity the Service Partner must not include links to their own website or application whilst communicating via SMS or e-mail with either the Passenger or the Client.

9.9 This Clause 9 shall survive the termination of this Agreement.

10. NOTICE:
10.1 Any notices required or permitted under this Agreement will be sufficiently given upon receipt if given in writing and personally delivered or sent by commercial courier service (with receipt signature) or sent by confirmed electronic transmission, to the party’s registered office address or the address shown in the Service Partner Information on GroundScope’s Platform.

11. ENTIRE AGREEMENT:
11.1 It is agreed by both parties that the Agreement is not intended to constitute a contract of employment. Accordingly the Service Partner shall be fully responsible for and shall indemnify
GroundScope and the Client for and in respect of:

11.1.1 any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of the Services or any payment or benefit received by it or any Driver in respect of the Services, where such recovery is not prohibited by law. The Service Partner shall further indemnify GroundScope and the Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the GroundScope and/or the Client in
connection with or in consequence of any such liability, deduction, contribution, assessment or claim;

11.1.2 any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by any Driver or any employee, agent or subcontractor of the Service Provider against GroundScope and/or the Client arising out of or in connection with the provision of the Services.

11.2 This Agreement represents the entire agreement between the two parties and supersedes any other agreement or understanding, verbal or written, which the parties may previously have entered into.

11.3 Both GroundScope and the Service Partner consider that the restrictions contained in this Agreement are reasonable, but if such restriction will be found to be unenforceable but would be valid if any part of it were deleted or the period or area of application reduced such restriction will apply with such modification as may be necessary to make it valid and effective.

12. GENERAL
12.1 The Service Partner agrees that GroundScope may alter the terms of this Agreement in order to reflect GroundScope’s contractual obligations to its clients and Passengers and any legal, regulatory or corporate requirement. Such variations will be effected by means of a written addendum to this Agreement which will be notified to the Service Partner and will be binding on the Service Partner 7 days (or less if required by law) following receipt of such notification by the Service Partner.

12.2 The Service Partner will not assign or otherwise transfer any of its rights or obligations under this Agreement to any third party without the prior written consent of GroundScope, and providing that such consent, assignment or transfer will not excuse the responsibility, obligations or liability of the Service Partner pursuant to this Agreement. The Service Provider shall not subcontract any of its obligations to any other service provider used or made available to Clients by GroundScope without the prior written consent of GroundScope.

12.3 The Client may directly enforce the rights granted to it pursuant to this Agreement. Except as provided in this clause, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. For the avoidance of doubt, this shall not affect the rights of any assignee or transferee of GroundScope’s rights.

12.4 GroundScope reserves the right to remove the Service Partner from the GroundScope Platform, whether temporarily or permanently. If this removal relates to the either the nonperformance of the Service Partner under the terms of this contract or the lapse in provision of current documentation including licencing and insurance GroundScope reserves the right to charge a reinstatement fee of £50 plus UK VAT prior to reinstating the Service Provider.

12.5 GroundScope may freely assign or transfer any of its rights or subcontract its obligations under this Agreement to any third party. Such assignment, transfer or subcontracting will not excuse the responsibility, obligations or liability of GroundScope pursuant to this Agreement.

13. GOVERNING LAW AND JURISDICTION
13.1 The construction, validity and interpretation of this Agreement shall be governed by English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts.

SCHEDULE – SERVICES & CHARGES

1. OFFER OF WORK:
1.1 Under this Agreement the Service Partner guarantees to carry out all accepted Reservations, performing in a timely manner with due skill and care.

1.2 Within one hour of receiving a notification from GroundScope that the Client has made a Reservation with them, the Service Partner will either:
– hard allocate the reservation using the GroundScope despatch screen
– accept the reservation through GroundScope’s email alert system
– accept the reservation through their integrated despatch system

1.3 Once the Reservation has been sent to the Service Partner through one of the above options, it is the responsibility of that Service Partner to ensure the Reservation is fulfilled.

1.4 If the Service Partner does not wish to undertake a Reservation made with them by a Client, declining of this Reservation can only be done with permission granted byGroundScope. To obtain permission the Service Partner must contact GroundScope. Permission will only be granted in exceptional circumstances. In every instance where a Service Partner does not fulfil a reservation made with them, the Service Partner will be charged a £35 plus VAT Declined Administration Fee. This will be collected by GroundScope. For the avoidance of doubt a Reservation transferred from a Service Partner to an Internal Chauffeur (meaning a driver employed by the relevant Client) will not be subject to a Declined Administration Fee.

1.5 GroundScope’s obligation to pay for the provision of the Services is subject to and conditional upon its receiving payment from the Client. If the Client refuses to pay for a Reservation then GroundScope will not be liable to pay the Service Partner Charge to the Service Partner. If however, it is proven that an error by a GroundScope employee or contractor has resulted in a loss to the Service Partner then GroundScope will reimburse the Service Partner its costs provided that such costs will not exceed the amount of the Service Partner Charge for the Reservation on which the error occurred. Once the Client has paid all of the Charges to GroundScope it is GroundScope’s responsibility to remit the Service Partner Charges to the Service Partner in accordance with this Agreement.

1.6 The Client shall have for all Reservations the absolute right to require that the Service Partner will (i) not use a particular model or class of vehicle and/or (ii) not use a specific Driver.

2. SERVICE PARTNER PRICES AND RATES
2.1 Reservation types
The Service Partner will be paid as set out below:
Unless there is pre-agreed fixed rate for the reservation, the Service Partner will be paid on the basis of one of the following, as specified on the GroundScope Platform:

(i) Base to Base mileage where the GroundScope Platform calculates mileage between the Service Partner base address to the pickup address then the drop off address and back to base address using data supplied by Google Maps, or
(ii) Point to Point mileage where the GroundScope Platform calculates mileage between the pickup and drop off addresses using data supplied by Google Maps.

As Directed: Payment due to Service Partner will be calculated from the time of leaving base to the time of returning, plus any mileage charge in excess of the mileage allowance for that period where such excess mileage has been charged to the Passenger by GroundScope.
Wait and Return. Payment due to the Service Partner will be calculated as double the charge for the one-way trip plus any added waiting time. Coach Bookings where the coach is booked for a day will be based on fixed rates.

2.2 Amendment, Extras
If any details of the Reservation are changed by the Passenger on pick-up or during the Reservation, the Service Partner must:
Make the amendment through the ‘Quick Edit’ screen on the GroundScope Platform;
Complete the Reservation in accordance with the details provided and, following provision of the Services to a Passenger, update the GroundScope despatch information with (i) the full details of the Reservation and (ii) any Additional Charges incurred.
GroundScope will then recalculate the rate payable using the revised rate.
Parking Fees and Road Toll Charges: will be charged to the Client at cost.
If the Service Partner does not report within 1 working day of the Passenger’s trip, the details of any changes in the Reservation and Additional Charges incurred then GroundScope will not be obligated to reimburse the Service Partner for Additional Charges or rates incurred.

2.3 Waiting Time
Waiting Time will be payable to the Service Partner as set out in the Service Partner’s current rate card. For flight arrivals the Waiting Time should be entered as per the actual flight arrival
time, not the scheduled flight arrival.

2.4 Out of Hours
For a Reservation for which the Pick-up Time is between the out-of-hours times specified in the Service Partner information on the GroundScope Platform, the Service Partner may receive an Out of Hours surcharge if provided in the pricing information given to
GroundScope.

2.5 Cancellation Policy
If a Reservation is cancelled, or the Pick-up Time is delayed by the Passenger during the period set out in the Service Partner information on the booking platform, a cancellation charge may be made by the Service Partner in which event a cancellation fee will be payable to the Service Partner by the Client. No cancellation fee can be charged where the Reservation is cancelled more than 4 hours prior to the pick up time, unless the Reservation is a Coach Booking.

2.6 Completing Reservations
All Reservations must be completed by the Service Partner on the GroundScope Booking Platform within 1 working day of the reservation date. When completing the reservation the Service Partner is confirming the total amount they will be paid for that reservation. Any reservation not completed by the Service Partner within 1 working day will be automatically completed by the GroundScope Booking Platform and the Service Partner will not be able to subsequently charge for any variation in the Base price or for Amendments, Extras etc. If the Service Partner does not agree with the price being paid for the reservation then the Service Partner must register a query with GroundScope Operations within 1 working day of the reservation date.

3. SERVICE PARTNER SERVICE LEVEL AGREEMENT
3.1 The Service Partner will provide the Services in accordance with certain minimum standards, which will be monitored and reported by GroundScope on a monthly basis.

3.2 The Service Partner:

  • Will maintain a Service Level in excess of 98.5%. The Service Level will be calculated as the number of issues, complaints or disputes raised by either a Customer or GroundScope, where the cause is deemed to be as a result of an action or inaction by the Service Partner divided by the total number of jobs completed by the Service Partner in that month.
  • Will ensure a car will reach the passenger within 15 minutes for 99% of ASAP reservations booked in Central London. Outside of Central London a car will reach the passenger within 15mins for 95% of ASAP reservations.Will ensure vehicles are current models, in perfect condition inside and outside (normal wear and tear excepted), preferably less than three-years old, but in no case more than five-years old and serviced in accordance with the manufacturer’s specifications.
  • Will ensure vehicles have air conditioning as standard.
  • Will ensure vehicles’ interior and exterior are kept clean and well-maintained.
  • Will ensure that the Service Partner, vehicles and Drivers are, licensed and insured in accordance with this Agreement.
  • Will maintain Full Road Service Coverage.
  • Will, if the Passenger is in the vehicle at the time of an accident, report the accident as soon as practicable and in any event within twelve (12) hours to GroundScope.
  • Will inform GroundScope Operations and the Passenger of any problems regarding the pick-up, as soon as any problems become known and in any event at least 20 minutes prior to Pick-up Time.
  • Will, for advance Reservations, ensure the Driver is at the pick-up point at least 10 minutes before the Pick-up Time, unless otherwise specified.
  • Will, for a pick-up from a private address or a business address, ensure the Driver makes available the following Passenger notification services:
  • A telephone call to a mobile or home/business phone number; and
  • Knock or ring the bell at the front door of the residence or premises;
  • Communication through the reception desk at the premises.
 
  • Will plan and allow sufficient driving time for the Driver to reach the pick-up point, and allowing for any reasonably foreseeable delays.
  • Will promptly inform GroundScope the details of any Passenger service related issue and problem.
  • Will ensure that Drivers keep a high standard of personal cleanliness.
  • Will ensure that Drivers are smartly dressed.
  • Will ensure that Drivers carry and produce upon request their photographic ID.
  • will ensure that the Driver does not smoke or permit smoking in the vehicle at any time whatsoever.
  • will ensure Drivers are familiar with vehicle controls
  • will ensure that Drivers do not answer their mobile phone when a passenger is in the vehicle unless an emergency, at which time the Driver should consider the risks and answer mobile phones via a hands-free kit
  • Will ensure that Drivers are contactable at all times when on call.
  • will ensure that the rear Passenger area of the vehicle does not contain personal belongings of the Service Partner or the Drivers at any time throughout the Reservation, and that the Driver makes the front Passenger seat available for the Passenger if necessary or if requested to do so.
  • Will ensure that the vehicle’s music, TV and radio system is not used whilst a Passenger is in the vehicle unless otherwise specifically requested by the Passenger.
  • Will ensure that Drivers are polite and courteous at all times, maintain the highest possible standards of behavior, which is to include maintaining maximum discretion, avoiding over familiarity with the Passenger, and not arguing with or verbally abusing
  • other road users.
  • Will ensure that Drivers open vehicle doors for the Passenger.
  • Will ensure that Drivers provide assistance to the Passenger with their luggage.
  • Will ensure that there will be sufficient luggage space for the Passenger.
  • will ensure the Driver is at the meeting point in good time and will at all times clearly
  • display the appropriate Passenger name and any other required information on a neatly written name board.
  • Will use its best efforts to ensure that all Drivers conform to all road traffic laws, including speed limits and restrictions, at all times during a reservation.
  • Will ensure that all Drivers are not under the influence of drugs/alcohol when driving.
  • Will ensure that GroundScope is promptly informed of any property left in the vehicle by any Passenger(s); and that such property is stored safely for up to 8 weeks to allow GroundScope to arrange for its return to or collection by the Passenger.
  • Will respond to any query from GroundScope within 1 working day.
  • Will ensure that under no circumstances that the Drivers request or accept tips.

4. DEDUCTIONS
Where the service levels specified in this Agreement are not met on any Reservation then GroundScope will make a deduction from the payment of the Service Partner Charges for that Reservation. The list below shows the minimum deduction that will be made on a number of service issues, these deductions do not apply to Coach Bookings.
Nature of Issue Deductions (% of Service Partner Base plus Additional Charges)

  • Driver no show 100% and free journey up to the value of the original reservation
  • Driver late, more than 10 minutes 50%
  • Driver knowledge/driving standard below the required service level 40%
  • Despatch error i.e. incorrect vehicle 30%
  • Driver/vehicle condition below the required service level 25%
  • Driver late, less than 10 minutes 20%
  • No call to passenger or GroundScope 20%
  • Incorrect billing i.e. inclusion of extras which are deemed incorrect £25
  • Incorrect base rate or terms and conditions at time of booking £25

Where GroundScope carry out an investigation on any issue and the Service Partner does not respond within the SLA of 1 working day, GroundScope has the authority to raise a credit for 100% of the journey.
Where, as a result of a performance issue by the Service Partner, GroundScope has not been able to charge its management fee on any reservation to the Client, GroundScope reserves the right to charge its lost management fee to the Service Partner.

5. INVOICING
5.1 Subject always to clause 5 of the Agreement, in relation to billing and invoicing the parties undertake as follows:

5.1.1 GroundScope undertakings:
GroundScope will issue invoices to Clients on behalf of the Service Partner for all Services provided by the Service Partner to the Client during the Term; GroundScope will issue invoices showing the Service Partner’s name, address, together with all the other details, which constitute a full invoice. The invoice will be addressed to the Client c/o GroundScope; GroundScope will email the booker / traveller a travel summary 48hrs after the Reservation has taken place;

5.1.2 Service Partner undertakings:
The Service Partner will accept all invoices raised by GroundScope on their behalf during the Term; The Service Partner will not issue sales invoices for the services provided to the Client; The Service Partner will notify GroundScope immediately if they: Change their Federal ID or other corporate registration number or status; Sell their business or part of their business; Change their VAT number.

5.2 The Service Partner will be sent a weekly statement of invoices from GroundScope in respect of each Client for which it has provided the Services.

5.3 Any service credit, remedy or other sum payable by the Service Partner to the Client may be deducted from any payment due to the Service Partner.

5.4 Amounts due to the Service Partner and received by GroundScope from Clients will be paid weekly by electronic transfer (in which case the Service Partner is responsible for wire fees if any). Unless otherwise agreed by the parties such payments will be in Pounds Sterling.