1.1 In these Carrier T&Cs, the following words and expressions shall have the following meanings:
a) the right to exercise, directly or indirectly, more than fifty per cent (50%) of the voting rights attributable to the management of that entity; and/or
b) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of that entity.
1.2 Clause headings are for convenience of reference only and shall have no effect on the interpretation of the Agreement. Unless the context otherwise requires, a reference to a Clause is to a clause of these Carrier T&Cs and a reference to a Condition is to a condition of the RHA Conditions.
1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and shall include all subordinate legislation made from time to time under that statute or statutory provision.
(a) words in the singular shall be deemed to include the plural and vice versa;
(b) words importing any particular gender shall include all other genders;
(c) references to a person shall include natural persons and bodies of persons whether corporate or incorporate;
(d) another grammatical form of a defined word or expression has a corresponding meaning;
(e) the words include or including shall be deemed to have the words “without limitation” following them; and
(f) a reference to writing or written includes email (provided the email is sent in accordance with Clause 12.1).
(a) the Carrier in the RHA Conditions shall be deemed a reference to the Carrier as defined in these Carrier T&Cs;
(b) the Contract in the RHA Conditions shall be deemed a reference to the Agreement as defined in these Carrier T&Cs;
(c) to the Customer in the RHA Conditions shall be deemed a reference to Zeus as defined in these Carrier T&Cs;
(d) the goods in the RHA Conditions shall be deemed a reference to the Goods as defined in these Carrier T&Cs; and
(e) the other defined terms in the RHA Conditions used in the Conditions of the RHA Conditions referred to in these Carrier T&Cs shall have the meaning given to them in the RHA Conditions.
If any legislation, to include regulations, directives, the CMR or the CIM, is compulsorily applicable to any of the Services (Compulsory Legislation), these Carrier T&Cs shall, as regards such Services, be read as subject to such Compulsory Legislation, and nothing in these Carrier T&Cs shall be construed as a surrender by Zeus of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under such Compulsory Legislation, and if any part of these Carrier T&Cs be repugnant to such Compulsory Legislation to any extent, such part shall as regards such Services be overridden to that extent and no further.
2.1 Zeus has been appointed by one or more of its customers (Customer) to provide Services.
2.2 Zeus hereby appoints the Carrier as a non-exclusive service provider to provide the Services.
2.3 Nothing in the Agreement will place a requirement on Zeus to order Services from the Carrier or prevent it from purchasing similar services from any other service provider. Unless otherwise expressly agreed by Zeus in the Agreement, Zeus is not subject to any minimum volume or minimum purchase commitment when ordering Services.
2.4 The Carrier shall provide the Services itself and shall not subcontract any of the Services to a third party.
(i) provide the Services with all due care, diligence, skill and judgment and in accordance with Zeus's instructions and always use the Zeus Driver app in providing the Services;
(ii) comply with all Applicable Laws, including any statutory requirements applicable to the employment of all its personnel;
(iii) ensure that all the equipment used whatsoever for and in connection with the provision of the Services shall be of a good standard, in good working order, properly maintained and suitable for use in connection with the provision of the Services;
(v) maintain, at its own cost, such licences and permits as are required by Applicable Law; and
(vi) ensure it has sufficient capacity and resources at all times to provide the Services required by Zeus;
(b) no payment or other transaction relating to the Services will or might expose Zeus, the Carrier, the Customer or any of their respective directors, officers, employees, servants, agents or insurers to any Sanctions or any other breach of Applicable Law.
(b) the Carrier is always named as the "successive carrier" on the Consignment Note.
3.3 The following provisions of the RHA Conditions shall apply to the provisions of the Services:
(c) Conditions 16 (Unreasonable Detention).
(a) Where Services are required in relation to Dangerous Goods, Zeus shall give the Carrier such information about the Dangerous Goods as Zeus is required to under the Applicable Law.
(b) The Carrier shall ensure that any Dangerous Goods are handled and/or carried in accordance with Applicable Law.
(a) Where any of the Goods require temperature and/or environmental control, the particular temperature range, ventilation or other special controls to be maintained shall be included in the Carrier Contract Form.
(b) The Carrier shall ensure that the Goods are at all times kept at the required temperature and/or in the required environment. The Parties agree that if the Goods are not kept at all times within the required temperature and/or in the required environment such Goods shall be deemed a constructive total loss entitling Zeus to claim compensation for loss of the Goods in accordance with Clause 6.
(c) The Carrier shall monitor and document compliance with the requirement of this Clause in accordance with the provisions of the Carrier Contract Form.
5.1 The Price shall be paid by Zeus in accordance with the process set out below.
5.2 Zeus shall pay the Price using a self-billing process. Zeus shall prepare an invoice for Services rendered by the Carrier in accordance with Clause 5.5.
5.3 Unless otherwise agreed in the Carrier Contract Form and subject to Clause 5.4, the payment terms are thirty (30) days end of month (payment will be issued in the first payment run following this term).
5.4 Subject to Zeus's approval and payment of additional variable charge by the Carrier, the Carrier may opt for faster payment terms, with invoices paid within a few (2-8) days after clear and complete digital copy of Zeus’s customers’ signed proof of delivery uploaded via the Zeus Driver app within 24 hours of delivery time. The additional variable charge payable for faster payment will be calculated using the prevailing Bank of England interest rates.
5.5 Zeus will only accept additional charges to a completed delivery, known as demurrage charges, if they are communicated to Zeus Customer Service (email: email@example.com) within 24 hours of the delivery time and the request is supported with telematics to show actual waiting time and location of delivery driver and truck allocated to the delivery during this period. Zeus strongly recommends the use of the Zeus Driver App to ensure accurate tracking of vehicles throughout the provision of Services to Zeus and for each delivery journey. Where a load is delivered after working hours (after 17:30) on a Friday, or during a weekend, on Saturday and Sunday, Zeus needs to receive exact details of any additional charges before 17:30 on the next working business day or Monday. Zeus will not consider any demurrage charges requests received after one (1) working day of the delivery date and time. All notification of additional charge requests should be made in writing to firstname.lastname@example.org.
5.6 Self-billing invoices will be prepared by Zeus every Monday for all shipments delivered since the prior Monday and in respect of which a clear and complete proof of delivery signed by the Customer has been uploaded onto the Zeus Platform. The Carrier is required to accept self-billed invoices, unless a different invoicing process has been agreed in writing between Zeus and the Carrier. If Zeus fails to prepare and give the Carrier an invoice in accordance with this Clause 5.5, then the Carrier shall prepare an invoice and give such invoice to Zeus.
5.7 Insofar as an invoice (or part thereof) raised by the Carrier is disputed by Zeus or an invoice (or part thereof) prepared by Zeus under the self-billing process is disputed by the Carrier, Zeus or the Carrier (as appropriate) shall notify the other Party in writing of the same within twenty-five (25) days of receipt of the invoice and the dispute shall be resolved by the Carrier and Zeus both acting in good faith. Zeus shall not be liable for and shall be under no obligation to pay the sum which is in dispute until the resolution of the dispute. Following resolution of the dispute, the agreed amount shall then be paid by Zeus in accordance with the payment terms set out in Clause 5.3.
5.8 Except where the self-billing process applies and subject to any Applicable Law, Zeus shall not be liable to pay an invoice unless it is submitted by the Carrier within three (3) months of the date on which the relevant Services to which the invoice relates were performed.
5.9 If any sum payable under the Agreement is not paid on the due date for payment, save where such sum has been disputed in writing, the Party in default shall, if such sum remains unpaid after for a period of fifteen (15) working days following a written request for payment, pay to the other interest on such sum at two (2)% per annum over the Bank of England's official Base Rate from time to time from the due date until payment (whether before or after judgment), such interest to accrue on a daily basis provided that this right shall not prejudice any other right or remedy in respect of any such sum.
5.10 The Carrier shall not have any right to create a lien over the Goods or any property belonging to or entrusted to Zeus for any sums whatsoever due at any time to the Carrier under the Agreement or otherwise, and the Carrier irrevocably waives all present and future rights of lien it may have as a matter of any Applicable Law shall have no right of lien, shall not create any such lien and waive any such right. The Carrier shall promptly indemnify Zeus and keep Zeus indemnified against all costs (including the costs of investigating and defending any claims), expenses, claims, losses, liabilities, orders, awards, fines, proceedings and judgments of whatsoever nature howsoever assumed, incurred or suffered by Zeus as a result of or in connection with any breach of the provisions of this Clause 5.9.
6.1 The Parties recognise and acknowledge that where Compulsory Legislation applies compulsorily to some of the Services it will govern the Carrier's liability for any physical loss, mis-delivery of or damage to the Goods or delay in delivering the Goods which occur during the provision of any such Services.
6.2 The Parties agree that in respect of any of the elements of the Services to which Compulsory Legislation does not apply compulsorily, the provisions of Conditions 6 (Signed Receipts), 7 (Transit), 8 (Undelivered or Unclaimed Consignments), 10 (Liability for Loss or Damage), 11 (Fraud), 12 (Limitation of Liability) and 14 (Time Limits for Claims) of the RHA Conditions shall determine and limit the Carrier's liability for physical loss, mis-delivery of or damage to the Goods and delay in delivering the Goods which occur during the provision of any such Services.
7.1 During the term of the Agreement and for a period of six (6) months after the expiry or termination of the Agreement, the Carrier shall maintain in force, with a reputable insurance company:
(a) Public Liability insurance at an amount not less than £5 million in respect of any one incident or series of connected incidents;
(b) Employers' Liability insurance policy, such cover to be for £10 million in aggregate or, if a higher amount, such amount as may be required by Applicable Law;
(c) Motor liability insurance policy, such cover to be for £2 million in aggregate or, if a higher amount, such amount as may be required by Applicable Law;
(d) Freight liability insurance to cover the liabilities that may arise under or in connection with the Agreement.
7.2 The Carrier shall produce to Zeus on request both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
7.3 The insurance obtained by the Carrier shall not limit the Carrier’s liability nor relieve the Carrier of any other obligation under the Agreement.
8. DURATION AND TERMINATION
8.1 The Agreement shall commence on the commencement date set out in the Carrier Contract Form and continue for the term set out in the Carrier Contract Form, subject to the express rights of earlier termination set out in the Agreement.
8.2 The Agreement may be terminated immediately on notice by either Party to the other and without any liability to either Party upon the occurrence of any of the events specified below:-
(a) the Carrier or Zeus is in breach of any obligations in the Agreement which if capable of remedy have not been remedied within thirty (30) days of receipt of written notice from the other Party requiring remedy of such breach; or
(b) the Carrier or Zeus has an administrator, receiver, administrative receiver, trustee or other like person appointed over a part of or all of its assets or business and/or the Carrier or Zeus becomes insolvent, enters into liquidation, voluntary liquidation or is compulsorily wound up.
9. FORCE MAJEURE
9.1 The Parties shall be excused from performing part of or all of their obligations under the Agreement and shall not be liable for damages if, and to the extent that, they are unable to perform or are prevented from performing their respective obligations by reason of a Force Majeure Event. The affected Party will give notice in writing to the other Party that a Force Majeure Event is preventing its performance as soon as reasonably possible. The notice will describe, as a minimum, the impact of the Force Majeure Event and a remediation plan. The affected Party will use reasonable endeavours to minimise the effects of the Force Majeure Event.
9.2 Where there is any single delay exceeding twenty one (21) days or any cumulative delay exceeding thirty (30) days under the Agreement due to the matters set out in this Clause (or any combination of such matters), Zeus may terminate the Agreement immediately by serving a written notice on the Carrier and the Carrier shall have no claims whatsoever against Zeus save in respect of any liabilities which arose prior to the date of termination.
10.1 The Carrier agrees, confirms and undertakes that:
(a) it has not and will not, and none of its employees, officers, directors, contractors, sub-contractors and agents has or will, directly or indirectly, pay, give, deliver, receive or agree (or undertake to pay, give, deliver, receive or agree) any bribe, pay-off, kick-back, gift, gratuity, commission, amount or other thing of value, or any interest-free loans, contributions or donations, in any way or form and whether in local or foreign currency, in any other place where such conduct relates to the Services, in each case in violation of any Applicable Law, including any applicable anti-corruption legislation or similar legislation to any person including any government officials or employees, political parties, political party officials or political candidates or third persons with influence over government officials or employees; and
(b) it has and shall maintain in place an ethics or compliance program which implements internal procedures to prevent and detect violations of Applicable Law, and to promote ethical behaviour by and within its organisation and business.
11.1 In order to protect the legitimate business interests of Zeus, the Carrier covenants with Zeus for itself and as agent for each member of the Carrier Group that it shall not (and shall procure that no member of the Carrier Group shall) (except with the prior written consent of Zeus) solicit or entice away (or attempt to solicit or entice away) from Zeus the business or custom of any Restricted Customer.
11.2 For the purposes of Clause 11.1, a Restricted Customer shall mean any firm, company or person (including a Customer) who is or has been at any time during the immediately preceding twelve (12) months a customer of, or in the habit of dealing with, Zeus in respect of the Services.
11.3 The Carrier shall be bound by the covenant set out in Clause 11.1 during the term of this Agreement, and for a period of twelve (12) months after termination or expiry of the agreement.
(a) Any notice given by either Party to the other in connection with any matter relating to the Agreement shall be in writing and in English and shall be sent to the relevant Party at the address set out in the Carrier Contract Form.
(b) Notices may be given, and are deemed received:
(i) by hand against signature for receipt, on the date of its receipt;
(ii) by pre-paid registered mail, on 9:00 am on the third business day after posting; or
(iii) by email to the email address set out in the Carrier Contract Form, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume,
and business day means Monday to Friday on a day that is not a public holiday in the place of receipt and business hours means 9.00am to 5.00pm on a business day.
Any variation, modification, amendment or addition to the Agreement must be in writing and signed by a duly authorised representative of each of the Parties.
The waiver by either Party of a breach or default of any of the provisions of the Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or other provisions, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other Party.
If any court or administrative body of competent jurisdiction shall find any provision of the Agreement to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of the Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to attempt, in good faith, to substitute any invalid or unenforceable provision with a valid and enforceable provision that achieves to the greatest extent possible the economic, legal and commercial objective of the invalid or unenforceable provision.
The Parties agree that (save as required by Applicable Law) neither of them will make any announcement to the public or any section thereof in connection with the existence of or operation of the Agreement without first obtaining the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed).
(a) Each Party agrees to treat as secret and confidential and not at any time nor for any reason disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any information supplied by or obtained from the other Party, including the Agreement and information relating to the products, services, prices, customers, marketing, promotions, business affairs, operating methods, administration systems, finances or any such information relating to a supplier, customer or client of the other Party save to the extent that such information is:
(i) already in its possession other than as a result of a breach of this Clause 12.6;
(ii) in, or subsequently becomes, in the public domain other than as a result of a breach of this Clause 12.6;
(iii) required by Applicable Law;
(iv) disclosed to the professional advisers, auditors and bankers of each Party;
(v) disclosed after the other Party has given written approval; or
(vi) used for the performance of the obligations under the Agreement.
(b) Each Party undertakes to take all such steps as shall from time to time be reasonable to ensure compliance with the provisions of this Clause 12.6 by its officers, employees, servants, agents and any sub-contractors, and breach by any such officer, employee, servant, agent and sub-contractor shall be deemed a breach by that Party.
12.7 Entire Agreement
(a) comprises the entire agreement between the Parties with respect to the appointment of the Carrier to provide the Services and any representations or statements whether made orally or written elsewhere are hereby excluded, provided that this Clause 12.7(a) shall not exclude or limit any liability or any right which either Party may have in respect of pre-contractual statements made or given fraudulently; and
(b) supersedes all previous agreements and arrangements between the Parties with respect to the provision of the Services by the Carrier.
12.8 Relationship of Parties
Nothing in the Agreement is intended to or shall operate to:
(a) create a partnership of any kind between Zeus and the Carrier;
(b) authorise either Party to act as agent for the other Party; or
(c) authorise either Party to act in the name or on behalf of, or otherwise bind the other in any way.
(a) Subject to Clause 12.9(b), neither Party shall assign, transfer or sub-contract any of its rights and obligations under the Agreement in whole or in part without the other Party's prior written consent (such consent not to be unreasonably withheld or delayed).
(b) Zeus may assign all or any of its rights and obligations under the Agreement to any member of Zeus's Group without the Carrier's prior written consent.
12.10 Third Party Rights
(a) The members of Zeus's Group are hereby entitled to enforce and have the benefit of all the liability provisions, warranties, indemnities, limitations and exclusions of liability contained in the Agreement which benefit Zeus in accordance with the Contract (Rights of Third Parties) Act 1999. The rights of either Party to agree to rescind, amend or otherwise vary or to waive the provisions of the Agreement or to settle any dispute or other matter arising out of or in connection with the Agreement on such terms as they shall in their absolute discretion think fit shall not be subject to the consent of any member of the Zeus Group.
(b) Except as stated in Clause 12.10(a), no third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999 in connection with the Agreement.
12.11 Governing Law and Jurisdiction
(a) The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter (in this Clause, a Dispute) shall be construed in accordance with and governed by English Law and (subject to Clauses 12.11(b) and 12.11(c)) each Party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any Dispute.
(b) Zeus shall have the right to bring any claim (including non-contractual disputes or claims) arising out of or in connection with any Dispute in the court of any jurisdiction.
(c) The Parties agree that in respect of any of the elements of the Services to which the CMR applies compulsorily, notwithstanding any other provisions of the Agreement, the Parties agree to refer to arbitration in London all disputes arising out of or in connection with any loss or damage to the Goods or delay in delivering the Goods which occurs during the provisions of the Services in accordance with Article 33 of the CMR. The arbitration will be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be to one arbitrator to be appointed jointly by the Parties not less than fourteen (14) days after service of a request in writing by either Party to do so; in the absence of agreement the appointment shall be made by the then current President of the LMAA. For the avoidance of doubt, the arbitration tribunal shall apply CMR to all cases where CMR applies compulsorily or otherwise pursuant to the Agreement.