TERMS AND CONDITIONS OF SERVICE

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms and Conditions, the following definitions apply:

1.1.1 “Company” means [Company Name] Limited, a transport coordination and logistics brokerage registered in England and Wales.

1.1.2 “Client” means any production company, television broadcaster, event organiser, entertainment company, or individual engaging the Company’s services.

1.1.3 “Services” means transport coordination, logistics brokerage, and any related services as agreed in writing between the parties.

1.1.4 “Operator” means any subcontracted transport provider, driver, vehicle hire company, or third-party logistics supplier engaged by the Company to fulfil a Booking.

1.1.5 “Booking” means a confirmed transport instruction issued in writing by the Client and accepted in writing by the Company.

1.1.6 “Booking Confirmation” means the written confirmation issued by the Company containing a unique booking reference number.

1.1.7 “Charges” means the fees, costs, and surcharges payable by the Client as set out in the relevant quotation or Booking Confirmation.

1.1.8 “Introduced Contact” means any Operator introduced to the Client, or any Client introduced to an Operator, directly or indirectly through the Company’s activities.

1.2 The Company acts solely as a transport coordination broker. The Company does not own, operate, or employ any vehicles or drivers. All transport services are delivered by independent Operators.

1.3 These Terms govern all contracts between the Company and the Client to the exclusion of any other terms the Client may seek to impose. Where the Client is a consumer, these Terms shall be interpreted in accordance with the Consumer Rights Act 2015 and nothing in them shall exclude the Client’s statutory rights.

1.4 Unless expressly agreed otherwise in writing, the Services are supplied on a business-to-business basis. Where the Client is acting as a consumer, these Terms shall apply only to the extent permitted by applicable consumer protection legislation, including the Consumer Rights Act 2015. Nothing in these Terms shall affect any statutory rights which cannot lawfully be excluded or restricted.

 

2. BOOKING AND CONFIRMATION 

2.1 No Booking shall be binding on the Company until a written Booking Confirmation has been issued by the Company, including a unique booking reference number.

2.2 Acceptance of a quotation, issue of a purchase order number, payment of any deposit or invoice, written confirmation of a Booking, or use of any Services provided by the Company shall constitute acceptance of these Terms and Conditions by the Client. These Terms shall apply even if the Client purports to impose its own terms.

2.3 All bookings must be requested and confirmed in writing via email or the Company’s designated booking system. Verbal instructions, WhatsApp messages, or telephone calls shall not constitute a binding Booking unless subsequently confirmed in writing by an authorised representative of the Company.

2.4 The Client warrants that all information supplied to the Company is accurate and complete.

2.5 The Company is not liable for issues arising from inaccurate information provided by the Client.

2.6 Where the Client provides instructions by telephone or messaging application, the Company may act in good faith on those instructions, but the Client accepts full responsibility for any inaccuracy, ambiguity, or misunderstanding arising from unconfirmed communications.

2.7 Only persons expressly designated as Authorised Contacts in the Booking Confirmation shall have authority to amend, cancel, or vary a Booking on behalf of the Client.

2.8 Operators, drivers, subcontractors, and third-party suppliers engaged by the Company are not authorised to accept direct instructions, amendments, schedule changes, route variations, cancellations, commercial agreements, or additional service requests from the Client unless expressly confirmed in writing by the Company.

2.9 The Client acknowledges that all operational instructions and communications relating to a Booking must be issued through the Company’s designated authorised channels. The Company shall not be liable for any loss, delay, costs, disruption, or misunderstanding arising from direct instructions issued by the Client to any Operator or driver outside those channels.

2.10 Any variation to a confirmed Booking must be made in writing by an Authorised Contact and accepted in writing by the Company before it takes effect. The Company reserves the right to apply additional Charges for any variation.

 

3. CHARGES AND PAYMENT 

3.1 All Charges are as set out in the Company’s quotation or Booking Confirmation. Quotations are valid for 48 hours unless otherwise stated.

3.2 Unless agreed otherwise in writing, the Client shall pay:

(a) A non-refundable deposit of 50% of the total Charges upon booking confirmation; and

(b) The balance no later than 14 days from the date of invoice.

3.3 Credit terms:

3.3.1 Any credit terms offered by the Company are entirely discretionary and shall only apply where expressly confirmed in writing by the Company.

3.3.2 The Company reserves the right to withdraw, amend, suspend, or reduce any credit terms or payment arrangements at any time without prior notice.

3.3.3 No prior course of dealing, previous acceptance of late payment, or ongoing business relationship shall create any entitlement to continued credit terms.

3.3.4 Unless expressly agreed otherwise in writing, all Bookings shall be subject to payment in advance.

3.4 All sums shall be paid without deduction, withholding, counterclaim, or set-off.

3.5 For new clients or high-value bookings, the Company reserves the right to require payment in full in advance.

3.6 Invoices not paid within the agreed payment window shall accrue interest at 8% per annum above the Bank of England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, calculated daily from the due date until the date of actual payment.

3.7 The Company reserves the right to recover from the Client all reasonable debt recovery costs, including but not limited to administration charges, solicitor fees, and any costs incurred through a debt collection agency, in accordance with the Late Payment of Commercial Debts Regulations 2002.

3.8 The Company reserves the right to suspend all current and future bookings without notice where any invoice remains unpaid beyond its due date. Suspension shall not constitute a breach of contract by the Company.

3.9 Where the Company reasonably considers a Client to present a credit risk, it may require a personal guarantee from a director or principal of the Client prior to accepting any Booking.

3.10 Non-payment or persistent late payment shall entitle the Company to refuse future bookings at its sole discretion.

3.11 The Company may immediately suspend, cancel, or terminate any Booking or Services where the Client becomes insolvent, enters administration, liquidation, receivership, voluntary arrangement, ceases or threatens to cease trading, or where the Company reasonably believes the Client is unable or unwilling to pay its debts as they fall due.

 

4. CANCELLATION POLICY

4.1 All cancellations must be made in writing by an Authorised Contact and acknowledged in writing by the Company.

4.2 The following sliding cancellation charges apply, calculated as a percentage of the total Booking Charges:

4.2.1 More than 7 days before service = deposit only (non-refundable)

4.2.2 72 hours to 7 days before service = 50% of total Charges

4.2.3 24 to 72 hours before service = 75% of total Charges

4.2.4 Less than 24 hours before service = 100% of total Charges

4.2.5 Same day or no show = 100% of total Charges plus any committed third-party costs.

4.3 Where the Company has already committed to third-party costs on behalf of the Client (including but not limited to Operator fees, fuel, permits, or accommodation), those costs shall be recoverable in full regardless of notice period.

4.4 The Company shall use reasonable endeavours to mitigate costs upon receipt of a cancellation notice but shall not be obliged to do so where resources have already been deployed.

 

5. SCOPE OF SERVICES AND VARIATION 

5.1 All collection times, arrival times, transit durations, schedules, and estimated timings provided by the Company are estimates only and shall not constitute guaranteed or fixed contractual obligations.

5.1A The Client acknowledges that production schedules, filming windows, event timings, and operational deadlines are dependent upon multiple third-party and external factors beyond the Company’s control. The Company does not guarantee that any Booking will achieve any particular production, filming, commercial, scheduling, or operational outcome.

 5.2 The Company shall not be liable for delays arising from traffic conditions, road closures, weather conditions, accidents, security restrictions, venue access delays, production overruns, third-party actions, or any other circumstances beyond the Company’s reasonable control.

5.3 The Services provided by the Company are limited to those expressly set out in the Booking Confirmation. The Company is not responsible for any service not described therein.

5.4 The following services are outside the standard scope unless expressly agreed in writing and quoted for separately:

(a) Security personnel;

(b) Parking permits or traffic management;

(c) Additional drivers beyond those confirmed;

(d) Overnight vehicle or driver retention;

(e) Fuel surcharges arising from route changes;

(f) Extended waiting time beyond the agreed schedule;

(g) Equipment transportation not specified at booking;

5.4A Vehicle descriptions, images, seating layouts, model references, colours, branding, amenities, and specifications are indicative only unless expressly guaranteed in writing in the Booking Confirmation. The Company may substitute any vehicle with a reasonably equivalent alternative where operationally necessary, including due to breakdown, Operator availability, compliance issues, or emergency circumstances.

 5.5 Where the Client requests additional or varied services during the course of a Booking, the Company may issue a Variation Order or other written confirmation setting out the additional Services and applicable Charges.

5.6 Acceptance of additional Services or Charges may be confirmed by:

(a) written approval from an Authorised Contact;

(b) email, text message, WhatsApp message, or other electronic communication from a person reasonably appearing to have authority on behalf of the Client;

(c) issue of a purchase order number; or

(d) continued use or acceptance of the additional Services by the Client.

5.7 Any such acceptance shall constitute a binding agreement by the Client to pay the applicable additional Charges.

5.8 Waiting Time: Where a vehicle or driver is required to wait beyond the scheduled departure or collection time through no fault of the Company or Operator, a waiting time charge of £62.50 per 30 minutes shall apply automatically after the first 30-minute grace period. Waiting time shall continue until the vehicle and driver are formally released by an Authorised Contact or depart the site. Waiting time charges form part of the Charges and are payable on the same terms.

5.9 Overnight retention charges, meal and accommodation costs for drivers required to remain on-site due to production overruns shall be the sole responsibility of the Client and shall be invoiced at cost plus 15% administration.

5.10 The Client shall be responsible for the conduct of all passengers, crew, guests, representatives, contractors, and any other persons connected with the Booking.

5.11 The Client shall indemnify the Company against all costs, losses, claims, penalties, charges, or expenses arising from passenger, crew, or representative conduct, including but not limited to vehicle damage, excessive cleaning, smoking, alcohol or drug-related damage, repair downtime, replacement vehicle costs, lost equipment, parking penalties, access penalties, or Operator charges. 5.12 Any property left in a vehicle is left entirely at the owner’s risk. The Company accepts no responsibility for lost, stolen, or damaged property unless directly caused by the Company’s own negligence.  

5.13 Unless expressly agreed in writing, the Company does not provide goods-in-transit services, secure storage services, or custodial responsibility for equipment, luggage, props, production materials, or other property transported in connection with a Booking.

 

6. BROKER STATUS AND SUBCONTRACTOR RESPONSIBILITY 

6.1 The Client acknowledges and agrees that the Company acts exclusively as a transport coordination broker. The Company does not provide transport directly and is not a carrier, haulier, or transport operator.

6.2 Nothing in these Terms or in the provision of the Services shall create or be deemed to create any partnership, joint venture, agency, employment relationship, fiduciary relationship, or other legal association between the Company and any Operator.

 6.2A Nothing in these Terms shall render any Operator, driver, subcontractor, or third-party supplier an employee, worker, agent, partner, or representative of the Company for employment, tax, pension, agency-worker, or employment-rights purposes.  

6.3 No Operator engaged by the Company shall have authority to bind the Company, enter into contracts on the Company’s behalf, make representations on behalf of the Company, or otherwise act as the Company’s legal representative unless expressly authorised in writing by a director of the Company.

6.4 The Company seeks to engage Operators who, at the time of engagement, appear to hold appropriate licences, insurance, and regulatory authorisations relevant to the Services being provided. However, the Company does not warrant or guarantee the ongoing compliance, validity, or performance of any Operator.

6.5 The Company reserves the right to substitute or replace any Operator at any time before or during a Booking, including in an emergency, without prior notice to the Client, provided the substituted Operator is reasonably capable of fulfilling the booking requirements.

6.5A The Company does not guarantee the continued availability of any specific Operator, driver, vehicle type, fleet category, or subcontractor previously used by the Client.

6.6 Each Operator engaged by the Company operates under a separate subcontract and is solely responsible for:

(a) The roadworthiness and legality of their vehicle(s);

(b) The conduct and competence of their driver(s);

(c) Compliance with all applicable road transport legislation, including drivers’ hours and tachograph regulations;

(d) The validity of their operator licence, insurance, and any other required authorisations.

6.7 Where the Company is unable to fulfil a confirmed Booking due to Operator failure, vehicle unavailability, emergency circumstances, or any other operational issue beyond the Company’s reasonable control, the Company’s sole liability shall be limited to:

(a) The provision of a reasonably equivalent replacement service where available; or

(b) Refund of any Charges paid by the Client in respect of the affected unperformed Services.

6.8 The remedies set out in clause 6.7 constitute the Client’s sole and exclusive remedies in respect of any failure by the Company to supply Services.

6.9 The Company shall not be liable for the acts, omissions, failures, delays, or negligence of any Operator, except to the extent caused by the Company’s own negligence in the selection of that Operator.

6.10 Where an Operator fails to perform, the Company may, at its discretion, attempt to arrange an emergency replacement but gives no guarantee of availability and shall not be liable for losses arising from Operator failure beyond the reasonable cost of replacement.

6.11 The Company shall not be under any obligation to procure alternative transport, premium replacement services, or emergency operational solutions beyond exercising reasonable commercial efforts appropriate to the nature and value of the Booking.

 

7. LIMITATION OF LIABILITY 

7.1 Nothing in these Terms shall limit or exclude the Company’s liability for death or personal injury caused by its own negligence, fraud, or any other liability which cannot be lawfully excluded.

7.2 Subject to clause 7.1, the Company’s total aggregate liability to the Client under or in connection with any Booking, whether in contract, tort, misrepresentation, or otherwise, shall not exceed the total Charges paid by the Client for the specific Booking to which the claim relates. In any event, the Company’s total aggregate liability arising from all Bookings in any 12-month period shall not exceed £100,000.

7.3 The Company’s obligations are owed solely to the contracting Client identified in the relevant Booking Confirmation. No third party shall have any right to bring any claim against the Company arising out of or in connection with the Services.

7.4 The Client shall indemnify and hold harmless the Company against any claim, demand, action, or proceeding brought by any third party arising from the Client’s instructions, operations, production activities, or use of the Services, except to the extent directly caused by the Company’s own negligence or breach of these Terms.

7.5 The Company shall have no liability whatsoever for any of the following, whether or not foreseeable:

(a) Loss of profit;

(b) Loss of revenue;

(c) Loss of business or contracts;

(d) Loss of anticipated savings;

(e) Filming delays, missed scenes, or production overruns;

(f) Overtime costs, talent fees, or venue penalties;

(g) Equipment loss or damage not caused by the Company’s direct negligence;

(h) Any indirect, special, or consequential loss of any nature.

7.6 Any claim against the Company must be notified in writing within 7 days of the event giving rise to the claim. Claims notified after this period shall be time-barred unless the Company agrees in writing to extend this period.

7.7 The Client agrees that the limitations set out in this clause are reasonable and reflect the nature of the Company’s role as a coordination broker rather than a direct transport provider.

 

8. INSURANCE

8.1 The Company shall maintain appropriate professional indemnity and public liability insurance cover at all times during the provision of Services.

8.2 Each Operator engaged by the Company shall be required, as a condition of engagement, to hold and maintain:

(a) Valid motor insurance appropriate to the class of use, including hire and reward cover where applicable;

(b) Public liability insurance of not less than £5,000,000 per occurrence;

(c) Employers’ liability insurance where required by law;

(d) Any additional cover required by the production or event.

8.3 The Company shall be entitled to request proof of insurance from any Operator at any time and shall maintain records of Operator insurance documentation.

8.4 The Client shall not rely on the Company’s insurance as a substitute for the Client’s own production insurance, venue insurance, or any other cover the Client is independently required to hold.

8.5 The Company makes no guarantee that Operator insurance will respond to any particular claim and accepts no liability for gaps in Operator coverage beyond its obligation to obtain reasonable confirmation of cover at the time of engagement.

 

9. NON-CIRCUMVENTION AND INTRODUCTION PROTECTION 

9.1 The Client acknowledges that the Company’s network of Operators represents a proprietary commercial asset developed through significant investment of time, resource, and expertise.

9.2 The Client agrees that, for a period of 24 months from the date of last service provided under any Booking, it shall not, directly or indirectly:

(a) Contact, engage, or contract with any Operator introduced to the Client by the Company;

(b) Seek to replicate the Company’s brokerage function using Introduced Contacts;

(c) Encourage, induce, or assist any third party to do any of the above.

9.3 In the event of a breach of clause 9.2, the Client shall pay to the Company, as liquidated damages and not as a penalty, a sum equal to the greater of:

(a) £5000; or

(b) 25% of the total value of the transport services contracted directly or indirectly with any Introduced Contact during the restricted period. The parties acknowledge that a breach of clause 9.2 would cause the Company substantial commercial loss, including loss of brokerage margin, loss of future revenue, loss of goodwill, loss of supplier investment, and loss of commercial opportunity. The parties agree that the above amount represents a reasonable and proportionate pre-estimate of that loss and is not intended to operate as a penalty.

9.4 The Company shall maintain a confidential log of all Operator introductions made in connection with each Client. This log shall constitute prima facie evidence of introduction in any dispute.

9.5 This clause shall survive termination or expiry of any agreement between the parties.

 

 

10. CONFIDENTIALITY AND DATA PROTECTION 

10.1 Each party agrees to keep strictly confidential all information received from the other party in connection with the Services, including but not limited to:

(a) Production schedules, call sheets, and filming locations;

(b) Talent movements, personal itineraries, and contact details;

(c) Security arrangements and access protocols;

(d) Commercial terms, pricing, and business methods.

10.2 Neither party shall disclose confidential information to any third party without the prior written consent of the disclosing party, except where required by law or regulation.

10.3 The Company shall ensure that all Operators and personnel involved in a Booking are made aware of any confidentiality requirements and are bound by appropriate obligations prior to engagement.

10.4 All communications relating to a Booking shall be conducted through the Company’s designated secure channels. The Client shall not share booking details, schedules, or contact information with unauthorised third parties.

10.5 The Company shall process any personal data provided by the Client in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. The Company’s Privacy Policy, available upon request, sets out full details of data handling practices. The Client consents to the Company sharing necessary personal data with Operators strictly for the purpose of fulfilling the Booking.

10.5A The Client warrants that it has all necessary rights, permissions, notices, and lawful bases to provide personal data to the Company for the purpose of arranging, coordinating, and fulfilling the Booking.

10.5B The Company may share personal data with Operators and relevant third parties only where reasonably necessary for the performance of the Services, including names, contact details, itineraries, schedules, locations, access details, and operational instructions.

10.5C The Company shall not use personal data for unrelated purposes unless permitted by law or expressly authorised by the Client.

10.6 In the event of any data breach or unauthorised disclosure involving the Client’s confidential information, the Company shall notify the Client without undue delay.

 

11. COMPLIANCE AND LEGAL OPERATIONS 

11.1 The Company shall not accept, facilitate, or continue with any instruction that would require a driver or Operator to breach applicable transport legislation, including but not limited to:

(a) Drivers’ hours regulations;

(b) Tachograph requirements;

(c) Vehicle weight or loading limits;

(d) Road traffic legislation.

11.2 Where the Client or any representative of the Client exerts pressure on a driver or Operator to breach legal requirements, the Company reserves the right to immediately withdraw the vehicle and driver without liability. 11.3 The Company and any Operator engaged on a Booking reserve the right, at their absolute discretion, to refuse, suspend, or terminate the provision of Services immediately where:

(a) Any passenger, crew member, representative, or third party behaves in an abusive, threatening, aggressive, unsafe, illegal, intoxicated, or disorderly manner;

(b) The safety of any driver, passenger, vehicle, equipment, or member of the public is reasonably considered to be at risk;

(c) The Client requests any action that would place the Operator or driver in breach of applicable law or safety requirements;

(d) Site conditions, loading conditions, or access arrangements are considered unsafe or unsuitable for the vehicle involved.

11.4 In such circumstances, the Company shall have no liability for any resulting delay, disruption, cancellation, additional cost, or production impact arising from the suspension or termination of Services.

11.5 The Client acknowledges responsibility for ensuring that any access points, loading areas, or locations specified in a Booking are legally accessible by the vehicle type engaged. The Company accepts no liability for delays or costs arising from inaccessible or unlawful locations.

11.5A The Company and any Operator reserve the right to refuse access to any location, route, road, site, loading point, parking area, or venue where access is considered unsafe, unlawful, impractical, likely to cause vehicle damage, or incompatible with the dimensions or operating requirements of the vehicle involved.

11.5B The Client shall be solely responsible for obtaining any permits, permissions, licences, waivers, access authorisations, parking permissions, filming permissions, or venue approvals necessary for the lawful performance of the Booking unless expressly agreed otherwise in writing.

11.6 The Client shall indemnify the Company against any fines, penalties, claims, or costs arising from instructions given by the Client that result in a legal breach by an Operator or driver.

 

12. FORCE MAJEURE AND PRODUCTION DELAYS 

12.1 The Company shall not be liable for any failure or delay in performance arising from circumstances beyond its reasonable control, including but not limited to:

(a) Extreme weather conditions;

(b) Road closures, accidents, or traffic incidents;

(c) Vehicle breakdowns;

(d) Police restrictions;

(e) Terrorism, security incidents;

(f) Fuel shortage;

(g) Border delays;

(h) Public disorder;

(i) Industrial action;

(j) Acts of God or national emergency;

(k) Failure of third-party infrastructure.

12.2 The Company gives no guarantee of production timing outcomes and accepts no liability for delays caused by:

(a) Studio or location overruns;

(b) Talent unavailability or delays;

(c) Changes to production schedules;

(d) Venue access issues.

12.3 Where a force majeure event occurs, the Company shall notify the Client as soon as reasonably practicable and shall use reasonable endeavours to mitigate disruption. Payment obligations are not suspended by force majeure.

 

13. INTELLECTUAL PROPERTY AND BRAND PROTECTION 

13.1 No Operator, subcontractor, or third party engaged through the Company shall represent themselves as a partner, affiliate, or representative of the Company without express written authorisation.

13.2 The Company’s name, logo, branding, and trading identity are proprietary and may not be reproduced, referenced, or used in any marketing or promotional material without prior written consent.

13.3 The Client acknowledges that the Company’s operational systems, supplier networks, Operator databases, pricing structures, coordination methods, workflows, booking procedures, schedules, logistics methodologies, commercial processes, and related business materials constitute proprietary confidential commercial assets of the Company.

13.4 The Client shall not copy, reproduce, distribute, disclose, exploit, reverse engineer, or use any such operational or commercial materials for the purpose of bypassing the Company, replicating the Company’s brokerage function, or obtaining commercial advantage outside the scope of the Services provided by the Company.

13.5 The Client shall not make any public representation about the Company’s involvement in any production without the Company’s prior written consent.

 

14. EXCLUSIVITY

14.1 Nothing in these Terms shall be construed as granting the Client any exclusive rights over the Company’s services, capacity, or Operator network.

14.2 The Company shall not be bound by any exclusivity arrangement unless agreed in writing, signed by a director of the Company, and supported by a minimum volume commitment from the Client.

14.3 The Company reserves the right to allocate vehicles, Operators, drivers, subcontractors, and operational resources between Clients at its sole discretion unless guaranteed allocation has been expressly agreed in writing.

 

15. JURISDICTION AND DISPUTE RESOLUTION 

15.1 These Terms and any dispute or claim arising from them shall be governed by and construed in accordance with the laws of England and Wales.

15.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.

15.3 In the event of a payment dispute, the Client must notify the Company in writing within 7 days of receiving an invoice. Failure to raise a dispute within this period shall constitute acceptance of the invoice.

15.4 The Company reserves the right to suspend all services to any Client against whom an undisputed debt remains outstanding, without this constituting a breach of contract.

15.5 In any legal proceedings brought by the Company to recover unpaid Charges, the Company shall be entitled to recover its reasonable legal costs and debt recovery expenses from the Client, in addition to the principal sum and any interest accrued.

15A TERMINATION 

15A.1 The Company may terminate any Booking, Services, or ongoing commercial relationship immediately by written notice where:

(a) the Client commits a material breach of these Terms;
(b) any invoice remains unpaid after its due date;
(c) the Client repeatedly pays late;
(d) the Client, its personnel, passengers, or representatives behave abusively, unlawfully, dishonestly, or unsafely;
(e) the Company reasonably considers continued performance commercially unsafe, unlawful, reputationally damaging, or operationally impractical;
(f) the Client attempts to bypass the Company, contact Operators directly, or breach the non-circumvention provisions.

15A.2 Termination shall not affect any accrued rights, payment obligations, cancellation charges, indemnities, confidentiality obligations, or other rights existing at the date of termination.

15A.3 Where the Company terminates due to Client breach, the Client shall remain liable for all Charges, committed third-party costs, cancellation charges, and losses incurred by the Company up to the date of termination.

 

16. GENERAL PROVISIONS 

16.1 Entire Agreement. These Terms, together with the Booking Confirmation and any agreed Variation Orders, constitute the entire agreement between the parties and supersede all prior representations, negotiations, and agreements.

16.2 The Client acknowledges and agrees that, in entering into any agreement with the Company, it has not relied upon any statement, representation, assurance, warranty, forecast, estimate, or undertaking made or given by or on behalf of the Company which is not expressly set out in these Terms, the relevant Booking Confirmation, or any agreed Variation Order.

16.3 Nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation.

16.4 Precedence. In the event of conflict, the order of precedence shall be:

(1) Variation Order,

(2) Booking Confirmation,

(3) these Terms.

16.5 Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.6 Waiver. Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that right.

16.6A Any concession, operational flexibility, temporary waiver, goodwill gesture, or accommodation granted by the Company shall not constitute a continuing waiver of any right or create any ongoing contractual entitlement.

16.7 Assignment. The Client may not assign or transfer any rights or obligations under these Terms without the prior written consent of the Company.

16.8 Third Parties. These Terms do not confer any rights on third parties under the Contracts (Rights of Third Parties) Act 1999.

16.9 Notices. All formal notices must be in writing and delivered by email to the designated contact addresses confirmed at booking, or by post to the registered office of the relevant party.

16.10 Electronic signatures, email confirmations, digital approvals, electronic purchase orders, messaging platform confirmations, and electronic acceptance methods shall be deemed legally binding and admissible as evidence of agreement between the parties.

16.11 Booking confirmations, emails, text messages, WhatsApp communications, call records, GPS records, driver logs, tachograph data, site arrival records, production schedules, and internal operational records maintained by the Company or its Operators may be relied upon as evidence in any dispute or proceedings arising from the Services.

 

 Clauses 3, 4, 7, 9, 10, 11.6, 13, 15, 15A, and any payment, indemnity, confidentiality, limitation of liability, non-circumvention, intellectual property, dispute-resolution, or accrued-rights provisions shall survive termination or expiry of any agreement between the parties.

 

These Terms and Conditions were last updated on 10/JUL/2026.

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CoreGrid Dynamics Ltd — Registered in England and Wales