These Minicab Services Terms govern the provision of Minicab Services by a Minicab Driver and form the basis of all Minicab Contracts entered into between the Customer and a Minicab Driver.
BUSINESS CUSTOMER TERMS OF SERVICE – AXIA LONDON LTD
Version Number 1.0
THESE TERMS, incorporating the Service Description below, the attached terms and conditions and Annexes, are entered into between AXIA London LTD (registered number 8128813) ("AXIA"), the entity that makes a Booking for Services ("Customer") and the Passenger (as herein after defined).
SERVICE DESCRIPTION
Effective Date
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The date the Customer first contacts AXIA to make a Booking for Services
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Services
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Passenger Services and/or Additional Services (as applicable) as further set out below
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| Territory |
Global subject to clause 3.11. |
| Charges |
As set out in the Price List. |
| Term |
The Terms shall continue indefinitely until terminated by either party in accordance with clause 12. |
| AXIA's notice address |
52, Chartwell Place,
ZIP / Postal Code: SM3 9TD
City: Sutton
County: Surrey
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| AXIA Representative |
AXIA shall provide the Customer with telephone account management/support and, where agreed with the Customer, digital support by way of the Portal (see Reporting section). |
| Passenger Services |
AXIA and/or AXIA shall provide or shall procure that the following passenger services are provided:
• Minicab Service;
each of which may involve the use of Fulfilment Partners.
Passenger services means the transportation of Passengers (together with any applicable luggage, bicycle or domestic animal) by a Passenger Vehicle from the Collection Address to the Destination Address and shall include Network Services, Minicab Services and Platform Services.
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| Communication Channels |
Phone, email and Site (where available) |
| Charges per Booking |
As set out in the Price List |
| Additional Charges |
• All tolls, gratuities and any other road related charges;
• Car parking charges (including pick-up and drop-off charges) as set out at http://www.axialondon.com/car-parking-charges/;
• Any additional drop-offs, pick-ups or route changes outside of original Booking shall be charged as set out in the Price List;
• Cancellation Fee per Booking as set out in Annex 3;
• Waiting Time where the Inclusive Waiting Time and/or the Airport Inclusive Waiting Time are exceeded;
• In relation to the Passenger Services, the strike charge and/or disruption charge as set out in clause 5.6 and 5.7;
• In relation to the Minicab Services only, the charges set out in Appendix 1 to Annex 6;
• Any other charges imposed by Applicable Law in the Territory in which the Services are provided; and
• During Christmas and New Year, the following additional charges shall be payable:
o For Minicab Services, up to £25 plus VAT for each Booking;
each of which shall be payable per Booking as applicable.
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| Cancellation Process |
• Bookings can be cancelled via the Communication Channels in accordance with the cancellation policy set out in Annex 3.
•Please refer to Annex 3 for details of the Cancellation Fee payable per Booking.
•AXIA, or a person acting on behalf of AXIA, reserves the right to cancel a Booking, without compensation to the Customer, in the event of a no show by the Customer provided that AXIA shall first have attempted to contact the Customer, and/or if there is a Force Majeure Event. In such circumstances 100% of the quoted journey cost shall be payable by the Customer.
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| Payment Terms |
Charges, Priority Fee and Additional Charges
•The Customer may elect to set up a Credit Account or a Transaction Corporate.
•All Accounts are subject to status and completion of pre-authorisation checks which include a search of credit reference agencies.
•AXIA may, at any time, set a credit limit on an Account and shall not be obliged to perform Bookings once that limit has been reached. AXIA will notify the Customer in writing if a credit limit has been applied to the Customer’s Account.
•Where the Customer has selected a Credit Account the Customer may settle such account using direct debit, BACS, credit or debit or purchase card.
•If the Customer selects a Credit Account, AXIA shall provide an invoice at the frequency agreed with the Customer in relation to all Charges and Additional Charges incurred within that period and, where applicable, the Priority Fee payable for that period.
•The Customer shall pay each invoice to AXIA within 15 days of the date of the invoice unless otherwise agreed in writing with AXIA.
•Where the Customer has selected a Transaction Account, the Customer must settle such account by credit or debit card after each job is completed.
•AXIA shall provide an invoice setting out the Charges and any Additional Charges payable in respect of each Booking after completion of such Booking.
•The Priority Fee shall, where applicable, be included in the Customer’s invoice for Services and shall be payable by the Customer within 15 days of the date of the invoice unless otherwise agreed in writing with AXIA.
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| Limitation of Liability |
Subject to clauses 10.1 and 10.2 of the Conditions, AXIA's total liability to the Customer and the Passenger together, arising out of or relating to these Terms and/or any Contract or its subject matter and to anything which it has done or not done in connection with the same (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited as follows:
1) in relation to any Services provided pursuant to a Contract for all claims arising from, or in relation to, any given event or series of connected events, the amount of the Charges payable (whether or not yet paid) by the Customer to AXIA for that Contract; and
2) in the aggregate under these Terms: £150,
so that, subject to clauses 10.1 and 10.2, under no circumstances will AXIA’s total liability to the Customer and the Passenger together under or in relation to the Terms, including all Contracts exceed 2) herein.
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| Reporting |
AXIA shall provide the Customer, where agreed, with access to the Portal and with the following information and reports: Digital invoices and job listing in relation to Bookings for three Months prior to the Customer's request. |
| Assignment |
The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under these Terms without AXIA’s prior written consent. |
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TERMS AND CONDITIONS
1. INTERPRETATION
The following definitions and rules of interpretation apply in these terms and conditions.
1.1 DEFINITIONS:
Account: means an account which has been opened by AXIA and which is identified by way of a confidential security number (the "Customer Account Number") allocated to the Customer by AXIA.
Additional Charges: means those charges payable by the Customer in relation to the Services as set out in the Service Description or as may be agreed between the parties from time to time.
Additional Services: means any or both of the (i) Courier Services and (ii) Event Services which are additional to the Passenger Services and which the Customer may choose to book from time to time.
Additional Waiting Time: shall be as defined in clause 3.8.
Airport Inclusive Waiting Time: shall have the meaning as set out in clause 3.7.
AXIA System: means the information technology facilities or services (including equipment, software and related documentation) owned or licensed by AXIA and used in the provision of the Services as varied, updated and renewed from time to time.
Annex: means the schedules attached at the end of these Terms.
Applicable Law: means all statutes, statutory instruments, regulations, regulatory requirements, by-laws, ordinances, subordinate legislation and any other laws which apply in any relevant jurisdiction from time to time.
As Directed Booking: means a Booking for Passenger Services that: (i) is within the London Postal Area; (ii) is restricted to a driving distance of less than 10 miles in any 1 hour period of hire; and (iii) in relation to Passenger Services has a minimum of 3 stops in the period of hire, where one or more Passenger(s) directs the Driver, Chauffeur or Fulfilment Partner (as applicable) for the period of hire.
Authorised Users: means all permitted users of the Services as authorised by the Customer.
Booking: means the Customer's order for Services and/or Additional Services as communicated to AXIA via the Communication Channels, and made using the Customer Account Number and, in the case of Passenger Services, may be an ASAP Booking, an As Directed Booking or Pre-Booked.
Business Day: means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business and Business Hours shall be construed as 9.00am to 5.30pm on a Business Day.
Christmas and New Year: means:
a) in respect of Minicab Services, from 20:00 on 24 December to 06:00 on 27 December and from 20:00 on 31 December to 06:00 on 2 January; and
b) in respect of all other Services, from 18:00 on 24 December to 08:00 on 27 December and from 18:00 on 31 December to 08:00 on 2 January,
in any calendar year.
Cancellation Fee: means the sum payable by the Customer for the cancellation of a Booking by the Customer as set out in Annex 3.
Change Control Procedure: has the meaning set out at clause 16.1.
Charges: means the charges payable by the Customer for the Booking in accordance with clause 5 and the Service Description and as (i) shown in the Price List or; (ii) as communicated to the person making the Booking; or (iii) for certain Bookings, the price calculated in accordance with charge rates agreed between AXIA and the Customer (in each case as applicable).
Chauffeur: means a professional chauffeur employed by AXIA or AXIA who drives a Passenger Vehicle.
Communication Channels: means the methods available to make a Booking as set out in the Service Description.
Collection Address: means the address stated by the Customer at the time of making the Booking as the address from which the Vehicle shall collect the Customer, any Passengers or the Goods.
Conditions: means these terms and conditions as amended from time to time.
Confidential Information: means all information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of these Terms), including all information relating to the other party and/'s business, operations, systems, processes, products, trade secrets, know-how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which:
a) is available to the public other than because of any breach of these Terms;
b) is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others;
c) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or
d) is trivial or obvious.
Contract: has the meaning set out in clause 2.4.
Credit Account: means an invoiced account that is paid by the Customer using direct debit, BACS, credit or debit card.
Customer Account Number: has the meaning set out in these definitions under "Account".
Customer Default: has the meaning set out in clause 4.3.
Data Protection Legislation: means all applicable legislation and regulations for the time being in force in the UK or any part of it, pertaining to data protection, data privacy, data retention and/or data security (including the General Data Protection Regulation (Regulation 2016/679) ("GDPR")) and the Privacy and Electronic Communications Directive (Directive 2002/58/EC) (as may be superseded by the Regulation concerning the respect for private life and the protection of personal data in electronic communications (Regulation on Privacy and Electronic Communications) 2017/0003 (COD) ("ePrivacy Regulation") and all national legislation implementing, supplementing or replacing and converting into domestic law such legislation in the United Kingdom or any applicable member state of the European Union) and all associated codes of practice and other guidance issued by any applicable data protection authority. The terms "personal data", "process", "data controller" and "data processor" shall have the meanings given in the applicable Data Protection Legislation.
Destination Address: means the address stated by the Customer at the time of making the Booking as the address to which the Vehicle shall deliver the Customer, any Passengers or the Goods.
Developments: shall have the meaning set out in clause 7.5.
Disruption Event: means any event which causes material disruption to the transport network and will include, without limitation, Strikes, transport network staff shortages, tube and rail closures, road works and closures, severe weather, national holidays, major events or other circumstances with an unforeseen impact on supply and demand.
DPIA: shall have the meaning set out in clause 8.3(d)(ii)(C).
Driver: means any person who is self employed and contracted to AXIA (as opposed to being an employee of AXIA ) who drives a Passenger Vehicle.
Effective Date: has the meaning given in the Service Description.
Event Ground Transportation Terms: shall be as set out at Annex 5.
Executive Service: means a service delivered by AXIA from time to time or a Fulfilment Partner which includes an executive chauffeur and a Mercedes E Class vehicle (or V-Class vehicle for Executive+ 5-6 people option) or similar (depending on region/country travelling in).
First Service: means a service delivered by AXIA from time to time or a Fulfilment Partner which includes a chauffeur and a Mercedes S-Class (or V-Class vehicle for First+ 5-6 people option) or similar (depending on region/country travelling in).
Fulfilment Partner: means a carefully selected third party private hire or licensed Minicab company on whose behalf AXIA acts as agent to provide the Passenger Services.
Force Majeure Event: means any circumstance not within a party's reasonable control including, without limitation: (a) acts of God, flood, drought, earthquake, storm, snow, strong winds, hurricane or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack or threat of terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action (including, without limitation, rail or tube) or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); (h) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and (i) interruption or failure of utility service.
Good Industry Practice: means in relation to any undertaking and any circumstances, the exercise of that degree of diligence, prudence and foresight which would reasonably and ordinarily be expected from an experienced provider of services the same as or similar to the Services.
Goods: means any goods transported by AXIA pursuant to a Contract.
Greener Future Payment: means a payment used to offset the effects of private hire vehicles no longer being exempt from the London Congestion Charge; fund carbon offsetting and other corporate social responsibility initiatives; and fund investment by AXIA in emerging technologies, and which applies to Account Bookings, As Directed Bookings and Courier Services Bookings.
Group Member: means at any relevant time, in relation to any entity, an entity which, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with that entity, where "control" means holding, directly or indirectly, a majority of the voting rights in it, or the power to direct or cause the direction of its management, policies or operations (whether through holding of voting rights, by contract or otherwise).
Inclusive Waiting Time: has the meaning as set out at clause 3.6.
Intellectual Property Rights: means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action).
Local Partner: means the service provided by a Fulfilment Partner in a medium car/saloon/sedan vehicle (or for Local Partner+ an MPV/SUV or people carrier for 5-6 people) depending on model availability and Territory.
London Congestion Charge: means the daily charge for driving within the charging zones between 07:00 and 18:00 Monday to Friday as detailed at https://tfl.gov.uk/modes/driving/congestion-charge.
London Postal Area: means the areas corresponding to the postcode areas for London, as varied from time to time by the Royal Mail.
Metered Fare: means, in respect of Minicab Services, the fare for the Booking based on the metered fare rates set by Transport for London.
Minor: means children of less than 13 years of age.
Month: means any calendar month.
Network Services: means Passenger Services that are provided by a Fulfilment Partner.
Network Services Terms: shall be as set out at Annex 2.
Passenger(s): means the Customer and such persons who the Customer shall authorise and/or permit to make use of the Passenger Services or any other person who makes use of the Passenger Services booked by the Customer or any other Passenger (each Passenger, in each case, is deemed to have accepted the Terms when making use of the Passenger Services).
Passenger Obligations: means the Booking and transportation requirements which the Customer and each Passenger must comply with when making a Booking or travelling in a Passenger Vehicle, as available at the following link httpsaxialondon
Passenger Vehicle: means a vehicle used for the carriage of Passengers.
Personal Data Breach: means the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to any Processed Data.
Pet Select+: means a Passenger Services Booking which includes the carriage of a domestic animal.
Phone: means AXIA’s or AXIA’s contact centre through which Bookings can be made.
Platform Services: means the provision by AXIA to the Customer of access to the AL System subject to clause 7 of the Conditions.
Portal: means the web based set of tools that allow travel managers and/or account administrators to manage who within their organisation shall have the ability to make Bookings and which permit travel managers and/or account administrators to access historic Bookings, invoices, and account set-up settings.
Pre-Booked: means a Booking for Passenger Services at a specified date and time.
Price List: means AXIA’s price list as may be amended from time to time and which is available upon request.
Priority Fee: means in respect of each Booking for Passenger Services, the percentage of the Charges and Additional Charges but excluding the Greener Future Payment set out in clauses 5.3, 5.4 and 5.5 (as applicable).
Priority Account and Priority Account Holder: means an Account opened before 1 August 2019 and designated as a priority account by AXIA.
Priority Plus Account and Priority Plus Account Holder: means an Account opened before 1 August 2019 and designated as a priority plus account by AXIA.
Priority Gold Account and Priority Gold Account Holder: means an Account opened after 1 August 2019.
Priority Gold Exclusive Account and Priority Gold Exclusive Account Holder: means an Account opened after 1 August 2019 which has been designated by AXIA as a Priority Gold Exclusive Account and which receives a higher level of priority than a Priority Gold Account.
Processed Data: means personal data provided from the Customer to AXIA in relation to the Services.
Processing Instruction: shall be as defined in clause 8.3.
Representatives: means the individuals or team from i) AXIA and ii) the Customer who are responsible for the co-ordination of all matters relating to the provision of the Services.
Reporting: shall have the meaning as set out in the Services Description.
Restricted Street: means any Collection Address and/or Destination Address which is subject to any parking law or regulation prohibiting any Vehicle from entering, waiting and/or parking during prescribed hours.
Services: means the Passenger Services and/or Additional Services supplied by AXIA, AXIA or a Fulfilment Partner to the Customer and the Passenger as set out in the Service Description.
Service Transfer Date: means the date on which the Services (or any part of the Services) for whatever reason transfer from AXIA to the Customer.
Select Service: means a service delivered by AXIA from time to time or a Fulfilment Partner, which includes a professional driver and a medium car/saloon/sedan vehicle (or for Select+ an MPV/SUV or people carrier for 5-6 people) and which may be an accessible vehicle, Pet Select+ or Cycle Select+.
Site: means the AXIA website (www.axialondon.com) or such other websites as may be operated by AXIA from time to time through which Bookings can be made.
Snooze Function: means the ability to postpone the arrival of a Driver, Chauffeur or Fulfilment Partner (as applicable) for fifteen, thirty, forty five or sixty minutes.
Strike: means any rail or tube strike which is announced and causes disruption to the transport network.
Supervisory Authority: means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Legislation.
Minicab: means a hackney carriage, black cab, or black Minicab, regulated and licensed by Transport for London.
Minicab Booking: means any booking made by a Customer for Minicab Services, for which the Minicab Services Terms shall apply.
Minicab Charges: means the fees and charges payable by a Customer for Minicab Services, as set out in Appendix 1 to Annex 6.
Minicab Driver: means any person who is self employed and contracted to AXIA (as opposed to being an employee of AXIA) who drives a Minicab.
Minicab Services: means the provision of booking Minicab services to be provided by AXIA, as the case may be.
Minicab Services Terms: shall be as set out at Annex 6.
Teenager: shall mean children aged between 13 and 16.
Term: has the meaning set out in the Service Description.
Terms: means the Service Description, the Conditions, the Annexes and any document referred to herein.
Transaction Account: means a payment account where the Customer is charged on a per journey basis and receives
an email receipt in respect of each Booking.
Transferring Employees: means those employees whose contracts of employment will be transferred to the Customer from AXIA pursuant to TUPE.
TUPE: means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended) or such other amended or replacement legislation which has the effect of transferring the Employees to AXIA.
VAT: has the meaning as set out in clause 5.10.
Vehicle: means a Passenger Vehicle.
1.2 INTERPRETATION:
In these Terms unless defined otherwise or the context otherwise requires:
(a) words in the singular shall include the plural and in the plural shall include the singular;
(b) reference to a person includes a legal person (such as a limited company) as well as a natural person;
(c) reference to these Terms includes the Service Description, Conditions, Annexes and other documents attached to it or incorporated by reference into it (all as amended, added to or replaced from time to time);
(d) references to clauses or Annexes shall be to those in or to these Terms and references to paragraphs shall be to paragraphs of the Annexes;
(e) clause headings are for convenience only and shall not affect the construction of these Terms;
(f) reference to "including" or any similar terms in these Terms shall be treated as being by way of example and shall not limit the general applicability of any preceding words; and
(g) reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation.
1.3
In the event of any conflict or inconsistency between these Conditions, the Service Description, the Annexes hereto and the terms of any Booking, the following shall be the descending order of precedence: first, the Service Description, second, the Conditions, third the terms of the relevant Annexes and, lastly, the terms of the relevant Booking, unless any provision of any Booking is expressly agreed in writing by AXIA to override any provision of the Conditions, Service Description or any Annex, in which case, the provision of the relevant Booking shall prevail.
2. BASIS OF AGREEMENT
2.1 These Terms operate as a framework under which the Customer may, from time to time, order Services to be provided by AXIA, AXIA or a Fulfilment Partner. If the Customer continues to make Bookings after the expiry or termination of any applicable contract term, then these Terms will apply to any such Booking.
2.2 The Customer appoints AXIA and AXIA accepts the appointment as the Customer’s preferred supplier of the Services.
2.3 AXIA shall supply the Services in the Territory to the Customer in accordance with the Service Description, the Conditions and Annexes in all material respects. Each such Booking, once accepted in accordance with clause 2.4, shall constitute a separate contract for the provision of the Services specified in such Booking, subject to these Terms.
2.4 The Booking constitutes an offer by the Customer to purchase Services in the Territory in accordance with these Terms. For the avoidance of doubt, such Booking shall be made using one of the Communication Channels. The Booking shall only be deemed to be accepted by AXIA when AXIA issues written acceptance of the Booking via text message, or email, or commencement of the Booking (whichever is the earlier), at which point and on which date and time a contract for the delivery of those services to which the Booking relates shall come into existence. The Passenger, in each case, is deemed to have accepted the Terms when making use of the Passenger Services. Each Booking constitutes a contract between AXIA (as principal), the Passenger, and the Customer (“Contract”). For the avoidance of doubt, the Customer agrees to remain fully liable under these Terms for the actions or omissions of the Passenger as if they were the actions or omissions of the Customer and AXIA’s obligations to the Passenger will be determined by these Terms as if they were the Customer.
2.5 Where your journey is fulfilled by a driver licensed by Transport for London, AXIA will contact you again via text message, or email before the start of your journey, to confirm the vehicle licence plate number, the driver’s contact details, the driver’s private hire licence number and where a Passenger can receive it, a photo of the driver. Where you make a Booking for Services that is not fulfilled by a driver licensed by Transport for London, AXIA may, upon request, provide you with the name, contact details and/or vehicle licence plate number of the relevant driver or chauffeur who will be fulfilling the Booking. AXIA in its absolute discretion may decline to accept any Booking.
2.6 The Customer may book a Cycle Select+, Pet Select+ or an accessible vehicle (for wheelchair users) using the Communication Channels in the locations available. The Charges shall be as quoted at the time of making the Booking. Where a wheelchair-accessible vehicle is requested, AXIA will provide a Minicab where one is available, in which case the Minicab Services Terms shall apply to that Booking.
2.7 Each new Account opened with AXIA after 1 August 2019 shall be designated as a Priority Gold Account. The Customer may request to upgrade its Account to a Priority Gold Exclusive Account in order to receive additional priority on Passenger Services Bookings.
3. SUPPLY OF SERVICES
3.1 AXIA shall use all reasonable endeavours to meet any performance dates and times specified in the Annexes, or agreed with the Customer in writing, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.2 AXIA reserves the right to amend the Services if necessary to comply with any Applicable Law, or if the amendment will not materially affect the nature or quality of the Services.
3.3 Subject always to clauses 3.11 and 3.12, AXIA warrants that:
(a) the Services shall be performed with reasonable care and skill; and
(b) the Services will be provided in accordance with Good Industry Practice.
If any of these warranties are breached, the Customer must notify AXIA in writing as soon as possible. The Customer must give AXIA a reasonable time to remedy the breach, including (in AXIA's discretion) by re-performing any relevant Services. This will be done without any additional charge to the Customer. If AXIA is able to do this within a reasonable time, this shall be the Customer's sole and exclusive remedy in relation to such breach and AXIA will, subject to clause 10.1, have no other obligation or liability in relation to such breach.
3.4 AXIA shall use reasonable endeavours to provide a Passenger Vehicle of the type specified by the Customer (and in the event that such a Vehicle is not available, a reasonable alternative vehicle) within any time for so doing given by AXIA.
3.5 AXIA will not allow unaccompanied Minors to travel alone in a Passenger Vehicle. AXIA will notify the Minor's parent or guardian and/or relevant regulatory authority, in the event that it suspects a Minor is travelling unaccompanied, and advise that the Booking cannot be completed without the Minor being accompanied. In exceptional circumstances and subject to the parent/guardian’s consent, AXIA may
allow Teenagers to travel unaccompanied, provided that when making a Booking for any unaccompanied Teenager, the Customer must inform AXIA that an unaccompanied Teenager will be travelling. Where a Booking is accepted for an unaccompanied Teenager, AXIA will not deviate from the Destination Address except in an emergency. AXIA may, at its discretion, decline to accept such Booking and shall not be liable to the Customer or be deemed to be in breach of these Terms if it declines to accept such Booking. AXIA does not accept any additional responsibility for any Minor, or Teenager, who travels unaccompanied in a Passenger Vehicle.
3.6 Other than in relation to airport Bookings where the waiting time shall be as set out in clause 3.7 below, each Customer shall have 5 minutes inclusive waiting time ("Inclusive Waiting Time") for the relevant Service (Select Service, Executive Service or First Service) and for the Local Partner Service. Waiting time shall be charged from the 6th minute onwards. In respect of Minicab Services, there shall be no Inclusive Waiting Time.
3.7 In the event that the Customer exceeds the Inclusive Waiting Time and/or Airport Inclusive Waiting Time (as applicable), the Customer shall pay for any additional waiting time thereafter, in addition to the Charges for the Booking. Any waiting time in excess of the Inclusive Waiting Time and/or Airport Inclusive Waiting Time (as applicable) will be charged per hour, and payable in 5 minute increments for the applicable Passenger Services taken, ("Additional Waiting Time") as follows:
(a) Select Service, Local Partner Service and Executive Service: £33 plus VAT per hour (£2.75 per 5 minute increment/portion thereof);
(b) First Service: £40 plus VAT per hour (£3.33 per 5 minute increment/portion thereof).
3.8 Where a Customer books a wait and return journey, there is no Inclusive Waiting Time between stops and Additional Waiting Time shall be payable by the Customer at the rates set out in clause 3.8(a)-(b) inclusive (as applicable), in respect of waiting time accumulated between the stops.
3.9 AXIA may subcontract all or any part of the Services to any Drivers provided that the acts or omissions of Drivers shall, as between AXIA and the Customer be deemed to be the acts or omissions of AXIA for the purposes of these Terms.
3.10 The Customer acknowledges that Network Services will be provided by Fulfilment Partner(s) in locations where AXIA does not have Drivers or Chauffeurs available. The Customer shall request Network Services through the Communication Channels by placing a Booking, which will be received and processed by AXIA, acting on behalf of the Fulfilment Partner who is the operator. A Booking for Network Services constitutes an offer by the Customer to purchase Network Services in accordance with the Network Services Terms which will be accepted by the Fulfilment Partner when the Fulfilment Partner accepts the Booking. This creates a contract between the Fulfilment Partner, as principal, and the Customer on the Network Services Terms. Except as expressly set out herein, AXIA shall not be liable for the Network Services.
3.11 The Customer acknowledges that where Minicab Services are being provided, the Minicab Service Terms set out at Annex 6 shall apply. A Minicab Booking constitutes an offer by the Customer to purchase Minicab Services in accordance with the Minicab Services Terms. Acceptance by AXIA of the Minicab Booking creates a Contract between the Minicab Driver, as principal, and the Customer on the Minicab Service Terms. (including, without limitation, in relation to receiving and accepting Minicab Bookings and collection of Minicab Charges as set out in the Minicab Services Terms) and AXIA shall not be liable for the Minicab Services.
3.12 AXIA shall check that each Fulfilment Partner maintains motor liability insurance in accordance with the local laws in the Territory in which the Fulfilment Partner provides Services. In addition, AXIA may maintain excess and contingent motor liability insurance for third party bodily injury in excess of £5 million for each and every loss where the Booking is fulfilled by a Fulfilment Partner. Such insurance may operate in circumstances where the Fulfilment Partner’s insurance arrangements are not, for whatever reason, in full force and effect at the statutory level in the relevant Territory up to the maximum of £5 million for each and every loss.
3.13 In exceptional circumstances, for example where a Passenger is stranded, AXIA (as applicable) shall offer to provide the Services using a non-vetted third party private hire or licensed Minicab company. In such circumstances, the Customer may choose to decline the Booking and AXIA will, subject to clause 10.1, have no other obligation or liability in relation to such Booking.
3.14 AXIA shall, with effect from the Effective Date, obtain and maintain during the Term the minimum insurance required by Applicable Law.
4. CUSTOMER'S OBLIGATIONS
4.1 The Customer shall:
(a) ensure that the terms of the Booking are complete and accurate;
(b) co-operate with AXIA in all matters relating to the Services;
(c) without prejudice to clause 4.2, ensure that it only allows authorised persons to access and use the Services on its behalf;
(d) comply with, and ensure its Passengers comply with, the Passenger Obligations;
(e) provide AXIA, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by AXIA to perform the Services;
(f) promptly provide AXIA with such information as AXIA may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(g) provide AXIA, on a regular basis, with authorised users' email addresses for the purpose of setting up authorised user profiles on behalf of the Customer, and shall obtain the necessary permissions and consents of the authorised user to share such information with AXIA;
(h) provide to AXIA an automated HR feed and shall ensure that it has the consent of those personnel included in such HR feed prior to its disclosure to AXIA;
(i) work with AXIA to successfully onboard the Customer’s authorised users (including travellers and bookers) by providing AXIA with consensual and authorised user/employee data (including but not limited to; first name, surname, employee title i.e. MDR, DIR, VP, AVP etc, work email address, work mobile number and where applicable cost centre/code). Only authorised user profiles will have access to the Services, and where applicable, be subject to any Customer travel policy administration, to ensure account compliance. user/employee data (format/system to be agreed between the Customer and AXIA i.e. SFTP, password protected) to be received and uploaded by AXIA on a regular basis, to execute necessary updates for leavers, joiners and departmental/role changes;
(j) agree and deploy appropriate internal communications plan to support onboarding of authorised users and provide information on the process and agreement for accessing, booking and using the Services, as set out in these Terms;
4.2 AXIA shall be entitled to treat any Booking made referencing the Customer Account Number as duly authorised by the Customer and the Customer shall be liable in respect of all Charges and Additional Charges relating thereto.
4.3 If AXIA's performance of any of its obligations under these Terms or any contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):
(a) without limiting or affecting any other right or remedy available to it, AXIA shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays AXIA's performance of any of its obligations;
(b) AXIA shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from AXIA's failure or delay to perform any of its obligations as set out in this clause 4.3; and
(c) the Customer shall reimburse AXIA on written demand for any costs or losses sustained or incurred by AXIA arising directly or indirectly from the Customer Default.
4.4 The Customer represents, warrants and undertakes that:
(a) it has the power and is duly authorised to enter into, perform and comply with its obligations including, for the avoidance of doubt, procuring compliance by itself and its Passengers with the Passenger Obligations, under these Terms;
(b) these Terms are executed by an authorised representative of the party;
(c) it has obtained and shall maintain for the duration of these Terms all regulatory consents, licences, registrations and approvals necessary for it to comply with its obligations under these Terms;
(d) its entry into these Terms and its performance of and compliance with its obligations under these Terms does not violate any restriction imposed by any Applicable Law, or the Customer’s memorandum, or articles of association, or any other agreement to which it is a party;
(e) it has the financial resources necessary to meet its obligations under these Terms;
(f) no circumstance described in clause 12.2(c) has occurred in respect of the Customer during the 12 Months preceding the Effective Date; and
(g) it shall ensure that its Account, which may contain payment card details, shall not be shared with any unauthorised persons (including unauthorised users of the related payment card), and that it shall be responsible for any Bookings made in connection with its Account.
4.5 The Customer acknowledges and agrees that AXIA may from time to time contact Passengers directly for feedback in order to improve the Services and the customer experience. A Passenger may decline to provide such feedback at its sole discretion.
4.6 The Customer undertakes to each of AXIA and its Group Members that it shall not (and shall procure that no member of the Customer's Group shall) at any time during the period of 24 Months commencing on the Effective Date, offer employment to, enter into a contract for the services of, or otherwise entice or attempt to entice away from AXIA or any of its Group Members, any person who had been employed or directly or indirectly engaged by AXIA or any of its Group Members, or procure or facilitate the making of any such offer or attempt by any other person.
5. CHARGES AND PAYMENT
5.1 The Customer shall pay the Charges, the Additional Charges and the Priority Fee (where applicable) in relation to the Services.
5.2 AXIA reserves the right to increase the Charges, the Additional Charges and the Priority Fee and to vary any other discounts provided to Customers from time to time in its sole discretion including after a Booking is made and including without limitation to reflect changes in law, statute, regulation, taxation statutory instrument and directives.
5.3 During a Strike and for a period of 12 hours thereafter, AXIA will, without further notice to you, apply an additional £5.00 charge on all Passenger Services except Minicab Services.
5.4 AXIA also reserves the right to charge a disruption charge during a Disruption Event and for a period of 12 hours thereafter on all Passenger Services except Minicab Services subject to providing you notice of any disruption charge prior to your journey taking place. This may be after you have made your Booking in which case you will be given the option to cancel the Booking within a reasonable timeframe without any applicable cancellation fees.
5.5 Payment shall be made in accordance with the Payment Terms in the Service Description.
5.6 If a Booking is cancelled, prior to completion of the Services, the Cancellation Process as set out in the Service Description shall apply.
5.7 Unless otherwise expressly provided in these Terms, all amounts referred to in these Terms are exclusive of value added tax ("VAT") or other applicable sales tax which, where chargeable by AXIA, shall be payable by the Customer at the rate and in the manner prescribed by Applicable Law. All amounts referred to in these Terms are also exclusive of any other applicable taxes, duties, imposts, levies and governmental charges of any kind (except for taxes exclusively attributable to AXIA's income), which the Customer shall be additionally liable to pay to AXIA.
5.8 If the Customer fails to make a payment due to AXIA under the Contract, or these Terms, by the due date, then, without limiting AXIA's remedies under clause 12, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.10 will accrue each day at 4% a year above the Bank of England's base rate from time to time. In the event of any dispute as to the amount of an invoice, the Customer shall pay the amount in full pending the resolution of such dispute and AXIA shall make any adjustment due immediately upon such resolution.
5.9 All amounts due under the Contract and/or these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by Applicable Law).
6. GOVERNANCE AND REPORTING
6.1 In connection with providing the Services, AXIA shall provide such Reporting as set out in the Service Description.
6.2 The parties shall, prior to the Effective Date, appoint Representatives who shall be:
(a) in relation to AXIA, responsible for the co-ordination of all matters relating to the provision of Services to ensure that they are properly managed; and
(b) in relation to the Customer, responsible for the co-ordination of all matters relating to the receipt of the Services.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 All Intellectual Property Rights belonging to a party prior to the Effective Date, including all related Intellectual Property Rights and moral rights to any modifications, derivative works, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by any other party in relation to those Intellectual Property Rights shall remain vested in that party.
7.2 All Intellectual Property Rights in or to any brand or trade mark shall remain vested in the owner of the relevant brand or trade mark and neither party's trade marks or brands shall be used by the other party for any purpose without the other party's prior written consent.
7.3 All Intellectual Property Rights in or to the AL System shall remain vested in AXIA or the relevant AXIA Group Member.
7.4 Where the Customer uses the AL System to receive the Services, AXIA or the relevant member of the AXIA Group (as applicable) grants to the Customer a royalty-free, non-exclusive, revocable, worldwide, non-transferable, non-sub licensable licence for the Term to use the AL System for the sole purpose of receiving the Services.
7.5 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by AXIA ("Developments"). The Customer assigns to AXIA, or shall procure the assignment to AXIA of, all such rights (whether presently existing or to be created in the future) and agrees to execute, or procure the execution of, all documents reasonably necessary to give effect to AXIA's title to the Intellectual Property Rights in Developments.
8. DATA PROTECTION AND DATA PROCESSING
8.1 Each party shall:
(a) at all times during the term of these Terms, comply with the Data Protection Legislation;
(b) to the extent applicable under the Data Protection Legislation, obtain and maintain all appropriate registrations required in order to allow that party to perform its obligations under these Terms; and
(c) notify each other of an individual within its organisation authorised to respond from time to time to enquiries regarding personal data.
8.2 Subject to clause 8.7, AXIA:
(a) acknowledges that, in respect of Processed Data, as between the parties, it acts as a processor; and
(b) shall ensure that all AXIA personnel who have access to and/or process Processed Data are obliged to keep the personal data confidential.
8.3 AXIA:
(a) shall only process Processed Data in accordance with these Terms and the Customer's instructions as set out in these Terms and as issued from time to time ("Processing Instructions") (which the Customer shall ensure are compliant with the Data Protection Legislation). For the avoidance of doubt, these Terms constitutes the Customer’s instructions to AXIA and its Group Members, and AXIA is further instructed to:
(i) process personal data to communicate directly with data subjects for the purpose of providing and promoting the Services;
(ii) process personal data to communicate directly to data subjects for the purpose of promoting consumer services, and the Customer warrants that it has attained appropriate consents for this communication;
(iii) process personal data to communicate directly with data subjects for the purpose of requesting that data subjects participate in surveys to improve customer experience;
(b) if Applicable Law requires it to process Processed Data other than in accordance with the Processing Instructions, shall notify the Customer of any such requirement before processing the Processed Data (unless Applicable Law prohibits such information on important grounds of public interest);
(c) shall inform the Customer if AXIA becomes aware of a Processing Instruction that, in AXIA's opinion infringes Data Protection Legislation, provided that, this provision is without prejudice to clauses 8.1 in respect of the Customer, and clause 8.9;
(d) shall provide reasonable cooperation and assistance to the Customer in ensuring compliance with:
(i) the Customer's obligations to respond to any complaint or request from any applicable data protection authority or data subjects seeking to exercise their rights under any Data Protection Legislation as they relate to these Terms;
(ii) the Customer's obligations set out under Articles 32 – 36 of the GDPR to:
(A) ensure the security of the processing;
(B) notify the relevant Supervisory Authority and any data subjects, where relevant, of any Personal Data Breach;
(C) carry out any data protection impact assessments ("DPIA") on the impact of the processing on the protection of Processed Data; and
(D) consult the relevant Supervisory Authority prior to any processing where a DPIA indicates that the processing would result in a high risk in the absence of measures taken by the Customer to mitigate the risk;
(e) notify the Customer without undue delay on becoming aware of a Personal Data Breach in respect of Processed Data processed under these Terms;
(f) shall make available to the Customer all information reasonably required by the Customer to demonstrate AXIA's compliance with its obligations set out in this clause 8 and allow and co- operate with any data protection audits and inspections conducted by the Customer or another auditor mandated by the Customer, provided that reasonable prior notice is provided, and no more than one such audit or inspection is conducted during any 12-Month period unless mandated by a Supervisory Authority;
(g) taking into account the nature of and risks associated with the type of personal data collected or used in connection with the Services, shall have in place appropriate technical and organizational measures to ensure a level of security appropriate to the risks that are presented by the processing of personal data by or on behalf of AXIA including where appropriate data protection by default and/or by design measures, and all other such measures as may be agreed between the parties; and
(h) at the written direction of the Customer, delete or return Processed Data and copies thereof to the Customer on termination of these Terms unless required by Applicable Law and/or permitted under
applicable Data Protection Legislation to store the Processed Data.
8.4 The provision of the Services may require the transfer of personal data to countries outside the EEA from time to time. Subject to clause 8.5, AXIA and its sub-processors shall not, without the prior written consent of the Customer, transfer any Processed Data to a country or territory outside the EEA unless adequate contractual or other assurances have first been put in place such as will enable each party to comply with the requirements of the Data Protection Legislation.
8.5 Customer hereby grants to AXIA general authorisation for sub-processing (including, without limitation, Group Members and Fulfilment Partners), provided that:
(a) AXIA and the sub-processor enter into a contract on terms substantially as protective as this clause 8;
(b) AXIA shall keep Customer informed from time to time of any intended changes concerning the addition or replacement of any categories of sub-processors engaged in the provision of the Services by updating https://www.axialondon.com/subprocessors/ ( the “Subprocessor Domain”), giving Customer the opportunity to object to such changes on reasonable grounds of non-compliance or material risk of non-compliance by the Customer with Data Protection Legislation by notifying AXIA of its objections in writing within 7 calendar days of the notification; and
(c) AXIA shall remain fully liable to the Customer for the performance of the sub-processor's obligations.
8.6 The parties acknowledge that the types of personal data processed pursuant to these Terms (i.e. Processed Data) (including the subject matter, duration, nature and purpose of the processing and the categories of data subject) are as described in Annex 1.
8.7 If and to the extent, AXIA is a data controller in relation to personal data collected under these Terms, AXIA shall comply with the applicable provisions of the Data Protection Legislation.
8.8 The Customer may provide AXIA with staff personal data for the purpose of on-boarding such staff to allow them access to the Service. The Customer warrants that it shall have the appropriate lawful basis for obtaining and providing such staff personal data to AXIA.
8.9 The Customer warrants, that in relation to all Processed Data, the Customer shall have the appropriate lawful basis for the personal data of the relevant data subject to be shared with AXIA and, if relevant, any of the Fulfilment Partner(s).
9. MODERN SLAVERY ANTI-BRIBERY AND ANTI-CORRUPTION
9.1 AXIA shall:
(a) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including the Bribery Act 2010 (Relevant Requirements);
(b) have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;
9.2 For the purpose of this clause 9, the meaning of adequate procedures and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
9.3 AXIA shall adhere to its Modern Slavery Statement as updated from time to time and available here:
https://www.axialondon.com/modern-slavery-statement/.
10. LIMITATION OF LIABILITY
10.1 Neither party's liability:
(a) for death or personal injury caused by its negligence;
(b) for fraudulent misrepresentation or for any other fraudulent act or omission;
(c) to pay sums properly due and owing to the other in the normal course of performance of these Terms; or
(d) for any other liability which may not lawfully be excluded or limited;
Is excluded or limited by these Terms, even if any other term of these Terms would otherwise suggest that this might be the case.
10.2 Subject to clause 10.1, neither party or its Group Members shall be liable (whether for breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any:
(a) loss of profit;
(b) loss of sales, turnover, revenue or business;
(c) loss of customers or contracts;
(d) loss of or damage to reputation or goodwill;
(e) loss of opportunity;
(f) loss of software or data;
(g) loss or waste of management or other staff time; or
(h) indirect, consequential or special loss;
Arising out of or relating to these Terms, whether or not such loss was foreseeable or if the party which would otherwise be liable for such loss was advised of its possibility (and, for the purposes of this clause 10.2, the term "loss" includes a partial loss or reduction in value as well as a complete or total loss). Notwithstanding the foregoing, the exclusions in clauses 10.2(a) and (b) shall not apply to any loss suffered by AXIA and its Group Members in the event of the Customer's wrongful termination of these Terms.
10.3 Subject to clause 10.1, neither AXIA nor its Group Members shall be liable, whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of (a) the use of the Services in breach of these Terms; and/or (b) any processing in accordance with the Customer's Processing Instructions following the Customer's receipt of that information.
10.4 The parties agree that the Limitation of Liability section of the Service Description shall apply to any liability arising out of or in connection with these Terms or any Contract.
10.5 Except as expressly set out in these Terms and subject only to clause 10.1, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to the Services or to anything supplied or provided by AXIA or any Group Member under these Terms.
10.6 This clause 10 shall survive termination of these Terms.
11. CONFIDENTIALITY
11.1 Each party shall:
(a) keep confidential all Confidential Information of the other party which it receives in connection with these Terms;
(b) not copy or reproduce any part of it without the prior written approval of the other party, except as strictly necessary for the performance of its obligations under these Terms;
(c) apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would
take in protecting its own confidential information;
(d) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, these Terms;
(e) subject to clause 11.2, not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors and sub-contractors on a 'need to know' basis as strictly required for the purposes of these Terms and subject to each such person being bound by an obligation of confidentiality equivalent to this clause 11);
(f) promptly, upon request and, in any event, upon termination of these Terms (for whatever reason), return to the other party all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so; and
(g) in relation to AXIA only, procure that its Drivers and Chauffeurs agree to confidentiality provisions at least as restrictive as those in this clause 11.1.
11.2 Either party may disclose the other's Confidential Information to the extent required by law or by any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).
11.3 Either party shall be permitted to issue any press release in relation to the subject matter of these Terms or any marketing or publicity materials including reference to the subject matter of these Terms but excluding Confidential Information herein.
11.4 From time to time, the Customer may be asked by AXIA to:
(a) participate in AXIA case studies; and/or
(b) provide testimonials; and/or
(c) provide feedback, such as ratings or comments to Drivers and Chauffeurs; and/or
(d) participate in surveys, to improve the customer experience
provided that any testimonials provided and/or any content used in a case study shall be subject to the Customer’s prior written approval before being published in any external materials or communications.
11.5 Subject to obtaining the Customer’s prior written consent, AXIA may use the Customer’s name, trade mark, service mark, logo, domain name, URL or other identifier in publicity releases, interviews, marketing materials, public announcements or advertising.
12. TERM AND TERMINATION
12.1 These Terms shall commence on the Effective Date and shall continue indefinitely unless and until terminated by either party in accordance with this clause 12.
12.2 Either party may terminate these Terms and/or any uncompleted Booking by giving the other written notice if:
(a) the other materially breaches any term of these Terms and it is not possible to remedy that breach;
(b) the other materially breaches any term of these Terms (which, in the case of the Customer, shall include non-payment of any invoiced amount that is due and owing) and it is possible to remedy that breach, but the other fails to do so within 30 days of being requested in writing to do so; or
(c) the other suffers or undergoes or becomes insolvent, makes a composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or
removed within 28 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.
For the purposes of this clause 12.2 in order for it to be possible to remedy a breach it must be possible to take steps so as to put the other party into the same position which (save as to the date) it would have been in if the breach had never occurred.
13. CONSEQUENCES OF TERMINATION
13.1 Cancellation of any Booking will not have the effect of terminating these Terms or any other Booking, but termination of these Terms will automatically terminate all uncompleted Bookings.
13.2 Termination of these Terms and/or any Booking for any reason will not affect:
(a) any accrued rights or liabilities which either party may have by the time termination takes effect; or
(b) the coming into force or the continuation in force of any of its provisions that expressly or by implication are intended to come into force or continue in force on or after termination.
13.3 On termination of these Terms the Customer shall immediately pay to AXIA all of AXIA's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, AXIA shall submit an invoice, which shall be payable by the Customer immediately on receipt.
13.4 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms shall remain in full force and effect.
14. TUPE
14.1 Notwithstanding that the parties do not envisage that TUPE will apply on the commencement or termination of the Services or to any part of the Services, if TUPE does apply or is alleged to apply so as to transfer the employment of the Transferring Employees from AXIA to the Customer, at any stage:
(a) AXIA shall perform and discharge all its obligations in respect of all Transferring Employees for its own account up to and including the Service Transfer Date. AXIA shall indemnify the Customer for and against all claims, costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Customer in relation to:
(i) all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees payable in respect of any period on or before the Service Transfer Date; and
(ii) any act or omission of AXIA in relation to its obligations under regulation 11 of TUPE, or in respect of an award of compensation under regulation 12 of TUPE except to the extent that the liability arises from the Customer's failure to comply with regulation 11 of TUPE; and
(iii) any act or omission by AXIA on or before the Service Transfer Date, or any other matter event or circumstance arising on or before the Service Transfer Date.
(b) The Customer shall indemnify AXIA against all claims arising from the Customer's failure to perform and discharge any obligation and against any claims in respect of any Transferring Employees arising from or as a result of:
(i) any act or omission by the Customer relating to a Transferring Employee occurring on or after the Service Transfer Date;
(ii) all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date; and
(iii) the termination by the Customer of the employment of any of the Transferring Employees.
15. FORCE MAJEURE
Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six Months, the party not affected may terminate these Terms by giving 30 days' written notice to the affected party.
16. GENERAL
16.1 Each party acknowledges that in order to ensure that Services timescales and costs estimates are met, it is important that changes to the Services are properly managed. Accordingly, there is a defined procedure for managing and approving changes to the Services ("Change Control Procedure"). This procedure is as follows:
(a) changes may be proposed by either party;
(b) AXIA will advise the Customer if any proposed change would (if implemented) be likely to have a material impact on Services timescales and/or the Charges or any other material impact on these Terms. Where possible, AXIA will specify the extra time or cost that will result from a proposed change. If a significant amount of work is required to assess the impact of a proposed change, AXIA shall provide the price for this assessment work and the parties will then decide whether or not the assessment should be carried out. If such work is carried out, then part of the output of that work will be to specify impact on time and the price of the proposed change;
(c) the parties will consider proposed changes in the light of AXIA's recommendations and impact assessment (if any) and will:
(i) agree them for immediate inclusion in these Terms (in which case the parties must also agree any relevant changes to the Services timescales and/or Charges that result);
(ii) provisionally approve them for consideration for inclusion later in these Terms (in which case their inclusion will be subject to agreement at that later stage); or
(iii) reject them; and
(iv) any approved changes and any consequent effects on the Services timescales, Charges and/or responsibilities will be documented and signed by authorised Representatives of each party.
16.2 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.3 The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
16.4 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
16.5 These Terms, any Booking, and any document referred to herein, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.6 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.
16.7 Unless otherwise stated in the Service Description, the Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under these Terms without the prior written consent of AXIA.
16.8 AXIA may at any time assign or transfer any or all of its rights or obligations under these Terms unless otherwise stated in the Service Description.
16.9 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
16.10 AXIA may, at its sole discretion, vary these Terms from time to time. Any variation shall be posted on the AXIA Site.
16.11 Except as provided in these Terms, a person who is not a party to these Terms shall not have any rights under or in connection with it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. The Customer acknowledges that any and all any AXIA Group Members may enforce these Terms subject to and in accordance with the terms herein. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these Terms are not subject to the consent of any other person.
17. NOTICES
17.1 Any notice given to a party under or in connection with these Terms shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at the addresses set out in the Service Description in the case of AL and to the address provided when you accepted these Terms in the case of the Customer;
(b) delivered by pre-paid airmail providing proof of postage at the addresses set out in the Service Description in the case of AL and to the address provided when you accepted these Terms in the case of the Customer; or
(c) sent by email to the address set out in the Service Description in the case of AL and to the email address provided when you accepted these Terms in the case of the Customer.
17.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;
(c) if sent by pre-paid airmail, at 9.00 am on the fifth Business Day after posting or at the time recorded by the delivery service; or
(d) if sent by email, at 9.00 am on the next Business Day after transmission.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
18. GOVERNING LAW AND JURISDICTION
18.1 These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
18.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non- contractual disputes or claims).
ANNEX 1: PROCESSED DATA
For the purposes of clause 8, the parties set out below a description of the Processed Data being processed under these Terms and further detail required pursuant to the GDPR.
1. Types of personal dataName, title, job title, mobile phone number, email address, business contact details, online account details (e.g. name, email address and any password or username linked to them), online identifiers provided by devices, applications, tools or protocols (e.g. IP addresses, cookie identifiers and location data), private address (including previous residential addresses), private contact details, booking data such as date and time, records of complaints and lost property, bank account or, credit/debit card information, regulatory information, telematics data, geo-location data, wifi usage data, any notes taken to help deliver the ground transportation services and health data (where applicable).
2. Duration of processingUntil the latest of (a) termination of these Terms in accordance with its terms; or (b) the date upon which processing is no longer necessary for the purposes of either party performing its respective obligations under these Terms (to the extent applicable) or (c) processing for the purpose of compliance with Applicable Law and/or regulatory requirements.
3. Nature of processingCollection, storage, duplication, transfer, electronic viewing, deletion and destruction.
4. Purpose of processingThe provision of ground transportation services, to communicate directly with data subjects for the purpose of providing and promoting the Services, to process personal data to communicate directly to data subjects for the purpose of promoting consumer services, and to process personal data to communicate directly with data subjects for the purpose of requesting that data subjects participate in surveys to improve customer experience.
5. Categories of data subjectCustomers, officers, employees and temporary staff of Customer and its Group Members and partners, complainants, correspondents, enquirers, suppliers, advisers, consultants, professional experts and anyone else authorised by the Customer to use the Services.
ANNEX 2: NETWORK SERVICES TERMS
These Network Services Terms govern the provision of Network Services by a Fulfilment Partner and form the basis of all Fulfilment Contracts entered into between the Customer and a Fulfilment Partner.
1. INTERPRETATION
1.1 All capitalised terms set out in this Annex 3 shall have the meaning set out in the Conditions, unless otherwise stated.
1.2 In the event of any conflict or inconsistency between these Network Services Terms, the Terms and the terms of any booking made by a Customer in accordance with these Network Services Terms (“Fulfilment Booking”), the following shall be the descending order of precedence: first, the Network Services Terms, second, the Terms and, third, the terms of the relevant Fulfilment Booking, unless any provision of any Fulfilment Booking is expressly agreed in writing by the Fulfilment Partner or AXIA, on behalf of the Fulfilment Partner, to override any provision of the Network Services Terms or the Terms, in which case, the provision of the relevant Fulfilment Booking shall prevail.
2. BASIS OF NETWORK SERVICES TERMS
2.1 The Fulfilment Partner has appointed AXIA as its disclosed agent, acting as an intermediary between the Customer and the Fulfilment Partner ("Agency Arrangement"). The Customer acknowledges that AXIA accepts Fulfilment Bookings, collects payment from the Customer and offers customer support services as agent for the Fulfilment Partner but is not a party to the Fulfilment Contract (as defined in paragraph 2.3 below).
2.2 The Fulfilment Partner shall supply the Network Services to the Customer in accordance with the Network Services Terms in all material respects. Each such Fulfilment Booking, once accepted in accordance with paragraph 2.3, shall constitute a separate Fulfilment Contract for the provision of the Network Services specified in such Fulfilment Booking, subject to these Network Services Terms.
2.3 A Fulfilment Booking constitutes an offer by the Customer to purchase Network Services in accordance with these Network Services Terms. The Fulfilment Booking shall only be deemed to be accepted by the Fulfilment Partner when the Fulfilment Partner accepts the Booking and AXIA on behalf of the Fulfilment Partner issues written acceptance of the Fulfilment Booking via email, or text message confirming the vehicle details and, where available, the licence plate number, contact details and the private hire vehicle licence number of the driver who shall carry out the Fulfilment Booking (the “Fulfilment Driver”), or commencement of the Fulfilment Booking (whichever is the earlier), at which point and on which date and time a contract for the delivery of those services to which the Fulfilment Booking relates shall come into existence ("Fulfilment Contract"). AXIA, on behalf of the Fulfilment Partner, may, in its absolute discretion, decline to accept any Fulfilment Booking.
3. SUPPLY OF SERVICES
3.1 The Fulfilment Partner shall use all reasonable endeavours to meet any performance dates and times specified in a Fulfilment Booking and the Service Levels Targets (as set out in the Terms) but any such dates shall be estimates only and time shall not be of the essence for performance of the Network Services
3.2 The Fulfilment Partner reserves the right to amend the Network Services, if necessary, to comply with any Applicable Law or if the amendment will not materially affect the nature or quality of the Network Services. The Fulfilment Partner shall ensure that:
(a) the Network Services shall be performed with reasonable care and skill; and
(b) the Network Services will be provided in accordance with Good Industry Practice.
If any of these provisions are breached, the Customer must notify AXIA, on behalf of the Fulfilment Partner, as soon as possible. The Customer must allow the Fulfilment Partner a reasonable time to remedy the breach, including (in the Fulfilment Partner's discretion) by re- performing any relevant Network Services. This will be done without any additional charge to the Customer. If the Fulfilment Partner is able to do this within a reasonable time, this shall be the Customer's sole and exclusive remedy in relation to such breach and the Fulfilment Partner will, subject to paragraph 7.1, have no other obligation or liability in relation to such breach.
3.3 The Fulfilment Partner shall endeavour to provide a Passenger Vehicle of the type specified by the Customer (and in the event that such a Passenger Vehicle is not available, an alternative vehicle) within any time for so doing given by the Fulfilment Partner. Terms or otherwise in the Terms are also exclusive of any other applicable taxes, duties, imposts, levies and governmental charges of any kind (except for taxes exclusively attributable to the Fulfilment Partner's income), which the Customer shall be additionally liable to pay to AXIA who shall pass such payment to the Fulfilment Partner.
3.4 The Customer acknowledges and agrees that unaccompanied Minors will not be permitted to travel alone in a Passenger Vehicle. AXIA, on behalf of the Fulfilment Partner, will notify the Minor's parent or guardian and/or relevant regulatory authority, in the event that it suspects a Minor is travelling unaccompanied, and advise that the Fulfilment Booking cannot be completed without the Minor being accompanied. In exceptional circumstances and subject to the parent/guardian’s consent, the Fulfilment Partner may allow Teenagers to travel unaccompanied, provided that when making a Fulfilment Booking for any unaccompanied Teenager, the Customer must inform AXIA on behalf of the Fulfilment Partner that an unaccompanied Teenager will be travelling. AXIA, on behalf of the Fulfilment Partner, may at its discretion decline to accept such Fulfilment Booking and the Fulfilment Partner shall not be liable to the Customer or be deemed to be in breach of the Fulfilment Contract if it declines to accept such Fulfilment Booking. The Fulfilment Partner does not accept any additional responsibility for any Minor, or Teenager, who travels unaccompanied in a Passenger Vehicle.
3.5 The Fulfilment Partner may subcontract all or any part of the Network Services to any Fulfilment Drivers who are self-employed and contracted to the Fulfilment Partner (as opposed to being employees of the Fulfilment Partner) provided that the acts or omissions of the Fulfilment Drivers shall, as between the Fulfilment Partner and the Customer, be deemed to be the acts or omissions of Fulfilment Partner for the purposes of these Network Services Terms.
4. CHARGES
4.1 The Customer shall pay the Charges and the Additional Charges in relation to the Network Services.
4.2 Payment shall be made to AXIA, on behalf of the Fulfilment Partner in accordance with the payment terms set out in the Terms.
4.3 Unless otherwise expressly provided in these Network Services Terms or otherwise in the Terms, all amounts referred to in relation to a Fulfilment Booking are exclusive of value added tax ("VAT") or other applicable sales tax which, where chargeable by the Fulfilment Partner, shall be payable by the Customer at the rate and in the manner prescribed by Applicable Law. All amounts referred to in these Network Services Terms or otherwise in the Terms are also exclusive of any other applicable taxes, duties, imposts, levies and governmental charges of any kind (except for taxes exclusively attributable to the Fulfilment Partner's income), which the Customer shall be additionally liable to pay to AXIA who shall pass such payment to the Fulfilment Partner.
4.4 All amounts due under the Fulfilment Contract and/or these Network Services Terms shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by Applicable Law) to AXIA as disclosed agent for the Fulfilment Partner.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 All Intellectual Property Rights belonging to a party prior to the entering into of any Fulfilment Contract, including all related Intellectual Property Rights and moral rights to any modifications, derivative works, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by any other party in relation to those Intellectual Property Rights shall remain vested in that party.
5.2 All Intellectual Property Rights in or to any brand or trade mark shall remain vested in the owner of the relevant brand or trade mark and neither party's trademarks nor brands shall be used by the other party for any purpose without the other party's prior written consent.
6. DATA PROTECTION AND DATA PROCESSING
6.1 In relation to any and all Fulfilment Contracts, the Fulfilment Partner and the Customer shall:
(a) at all times comply with the Data Protection Legislation; and
(b) to the extent applicable under the Data Protection Legislation, obtain and maintain all appropriate registrations required in order to allow that party to perform its obligations pursuant to any Fulfilment Contract.
(c) notify each other of an individual within its organisation authorised to respond from time to time to enquiries regarding personal data. For the purpose of this clause 6.1 (c) the Customer acknowledges and agrees that the Fulfilment Partner has nominated AXIA in its capacity as disclosed agent to accept and respond to the Customer’s enquiries relating to Personal Data in the performance of the Fulfilment Contracts on the Fulfilment Partners behalf having consulted with the Fulfilment Partner at all times.
6.2 The parties acknowledge that the types of personal data processed pursuant to the Network Services Terms (i.e. Processed Data) (including the subject matter, duration, nature and purpose of the processing and the categories of data subject) are as described in Appendix 1 to these Network Services Terms.
6.3 The Customer has appointed AXIA as a processor in respect to Processed Data and acknowledges and agrees that AXIA may provide the Fulfilment Partner with Processed Data necessary for the performance by the Fulfilment Partner of the Network Services in its capacity as a sub-processor and subject to the Agreement and the obligations of AXIA and the Fulfilment Partner under Data Protection Legislation.
7. LIMITATION OF LIABILITY
7.1 Neither the Fulfilment Partner’s nor the Customer’s liability:
(a) for death or personal injury caused by its negligence;
(b) for fraudulent misrepresentation or for any other fraudulent act or omission;
(c) to pay sums properly due and owing to the other in the normal course of performance of these Network Services Terms; or
(d) for any other liability which may not lawfully be excluded or limited;
is excluded or limited by these Network Services Terms, even if any other provision of these Network Services Terms or of any Fulfilment Contract would otherwise suggest that this might be the case.
7.2 Subject to paragraph 7.1, neither the Fulfilment Partner or the Customer shall be liable (whether for breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any:
(a) loss of profit;
(b) loss of sales, turnover, revenue or business;
(c) loss of customers or contracts;
(d) loss of or damage to reputation or goodwill;
(e) loss of opportunity;
(f) loss of software or data;
(g) loss or waste of management or other staff time; or
(h) indirect, consequential or special loss;
arising out of or relating to any Fulfilment Contract or these Network Services Terms, whether or not such loss was foreseeable or if the party which would otherwise be liable for such loss was advised of its possibility (and, for the purposes of this paragraph 7.2, the term "loss" includes a partial loss or reduction in value as well as a complete or total loss). Notwithstanding the foregoing, the exclusions in paragraphs 7.2(a) and
(b) shall not apply to any loss suffered by the Fulfilment Partner in the event of the Customer's wrongful termination of these Network Services Terms or any Fulfilment Contract.
7.3 Subject to paragraph 7.1, the Fulfilment Partner shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of (a) the use of the Network Services in breach of the Terms and / or the Network Services Terms; and/or (b) any processing in accordance with the Customer's instructions following the Customer's receipt of that information.
7.4 Subject to clause 7.1 and 7.2 of these Network Service Terms, the Fulfilment Partner's total liability to the Customer, arising out of or relating to these Network Services Terms and/or any Fulfilment Contract or its subject matter and to anything which it has done or not done in connection with the same (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited as follows:
(a) in relation to any Network Services provided pursuant to a Fulfilment Contract, for all claims arising from, or in relation to, any given event or series of connected events, ten times the amount of the Charges payable by the Customer (whether or not yet paid) to AXIA, on behalf of the Fulfilment Partner for that Contract.
7.5 This clause 7 shall survive termination of these Terms.
8. CONFIDENTIALITY
8.1 Each of the Customer and the Fulfilment Partner shall:
(a) keep confidential all Confidential Information of the other party which it receives in connection with these Network Services Terms;
(b) not copy or reproduce any part of it without the prior written approval of the other party, except as strictly necessary for the performance of its obligations under the Network Services Terms;
(c) apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information;
(d) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under these Network Services Terms;
(e) subject to paragraph 8.2, not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors and sub-contractors on a 'need to know' basis as strictly required for the purposes of these Network Services Terms and subject to each such person being bound by an obligation of confidentiality equivalent to this paragraph 8);
(f) promptly, upon request return to the other party all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.
8.2 Either party may disclose the other's Confidential Information to the extent required by law or by any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).
9. TERM AND TERMINATION
All Fulfilment Contracts shall automatically terminate in the event that the Terms terminate or expire and/or if the agency arrangement terminates or expires (whichever terminates or expires first).
10. CONSEQUENCES OF TERMINATION
10.1 Cancellation of any Fulfilment Booking will not have the effect of terminating the Terms, these Network Services Terms or any other Fulfilment Booking (or Booking), but termination of the Terms will automatically terminate all uncompleted Fulfilment Bookings and the Network Services Terms.
10.2 Termination of the Terms, these Network Services Terms or any Fulfilment Booking will not affect:
(a) any accrued rights or liabilities which either the Customer or the Fulfilment Partner may have by the time termination takes effect; or
(b) the coming into force or the continuation in force of any of its provisions that expressly or by implication are intended to come into force or continue in force on or after termination.
11. FORCE MAJEURE
11.1 The Fulfilment Partner shall not be in breach of any Fulfilment Contract nor liable for delay in performing, or failure to perform, any of its obligations under any Fulfilment Contract if such delay or failure results from a Force Majeure Event. In such circumstances the Fulfilment Partner shall be entitled to a reasonable extension of the time for performing such obligations and shall be relieved of its Service Level Target obligations.
12. GENERAL
12.1 No failure or delay by a party to exercise any right or remedy provided under the Network Services Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.2 The rights and remedies provided under these Network Services Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
12.3 If any provision or part-provision of the Network Services Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this paragraph shall not affect the validity and enforceability of the rest of the Network Services Terms.
12.4 The Network Services Terms, any Fulfilment Booking and the Fulfilment Contract and any document referred to therein, constitutes the entire agreement between the Fulfilment Partner and the Customer and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.5 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Network Services Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Network Services Terms.
12.6 The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under these Network Services Terms or any Fulfilment Contract.
12.7 Nothing in these Network Services Terms are intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
12.8 No variation of these Network Services Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.9 Except as provided in these Network Services Terms, a person who is not a party to these Network Services Terms shall not have any rights under or in connection with them, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these Network Services Term are not subject to the consent of any other person.
13. NOTICES
13.1 Any notice given to a party under or in connection with the Terms or these Network Services Terms shall be in writing and, where such notice is addressed to the Fulfilment Partner, shall be delivered to AXIA (acting as disclosed agent on behalf of the Fulfilment Partner in accordance with the Terms).
14. GOVERNING LAW AND JURISDICTION
14.1 These Network Services Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non- contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England.
14.2 Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Network Services Terms or its subject matter or formation (including non-contractual disputes or claims).
APPENDIX 1 TO NETWORK SERVICES TERMS
Processed Data
For the purposes of clause 8, the parties set out below a description of the Processed Data being processed under the Network Services Terms and further detail required pursuant to the GDPR.
1. Types of personal data
Personal details (title, first name, last name), position, contact information including email address and mobile phone number, location data, employer, passport, driver's licence, goods and services provided, financial information (bank or credit/debit card details), internet protocol address.
2. Duration of processing
Until the latest of (a) termination of these Network Services Terms in accordance with its terms; or (b) the date upon which processing is no longer necessary for the purposes of either party performing its respective obligations under the Network Services Terms (to the extent applicable) or (c) processing for the purpose of compliance with Applicable Law and/or regulatory requirements.
3. Nature of processing
Collection, storage, duplication, electronic viewing, deletion and destruction.
4. Purpose of processing
The provision of ground transportation services.
5. Categories of data subject
Customers, officers, employees and temporary staff of Customer and its Group Members and partners, complainants, correspondents, enquirers, suppliers, advisers, consultants and professional experts.
ANNEX 3 CANCELLATION POLICY
1. You may cancel a UK Booking without charge in the following circumstances:
| Booking type |
Circumstances
|
Time
|
Cancellation charges
|
| ASAP and Pre- Booked |
A Driver, Chauffeur or Fulfilment Partner (as applicable) has not been allocated to the Passenger Services Booking |
Pre-allocation
|
No charge
|
| ASAP |
A Driver, Chauffeur or Fulfilment Partner (as applicable) has been allocated to the Passenger Servicer Booking and the arrival time is after the quoted estimated time of arrival. |
Greater than 10 minutes
10 minutes or less
|
No charge
Up to 100% of the Charges |
| Pre-Booked |
A Driver, Chauffeur or Fulfilment Partner (as applicable) has been allocated to the Passenger Services Booking and the arrival time is after the Pre-Booked time. |
Greater than 10 minutes
10 minutes or less |
No charge
Up to 100% of the Charges |
| Pre-Booked |
A First Service in the UK has been booked, if the cancellation is made prior to booked pick-up time. |
Greater than 4 hours
4 hours or less
|
No charge
Up to 100% of the Charges |
2. For international journeys the following cancellation charges also apply. Up to 100% of Charges may be due in cases where cancellations are made outside of the minimum times stated below:
| Service |
EMEA
(Europe, Middle East and Africa) |
USA
|
Rest of World
(Americas (exc. USA), Asia-Pacific, India & Canada)
|
| Select Service |
N/A |
Minimum of 1 hour prior to pick-up in destination location/time zone in New York |
N/A |
| Local Partner Service |
Minimum of 1 hour prior to pick-up in destination location/time zone |
N/A |
N/A |
| Executive Service |
Minimum of 4 hours prior to pick-up in destination location/time zone |
Minimum of 2 hours prior to pick-up in destination location/time zone |
Minimum of 24 hours prior to pick-up in destination location/time zone |
| First Service |
Minimum of 4 hours prior to pick-up in destination location/time zone |
Minimum of 24 hours prior to pick-up in destination location/time zone |
Minimum of 24 hours prior to pick-up in destination location/time zone |
3. For Minicab Services, where you cancel a Booking or you or your Passenger(s) do not appear for the Booking, the following charges shall be payable:
(a) 100% of the Metered Fare at the point of cancellation; and
(b) any Additional Charges in respect of that Booking; and
(c) in respect of airport Bookings, a cancellation charge of £20.00 shall also apply.
4. In all other situations where you cancel a Booking or you or your Passenger(s) do not appear for the Booking,100% of the Charges shall be payable.
ANNEX 4 MINICAB SERVICES TERMS
These Minicab Services Terms govern the provision of Minicab Services by a Minicab Driver and form the basis of all Minicab Contracts entered into between the Customer and a Minicab Driver.
1. INTERPRETATION
1.1 All capitalised terms set out in these Minicab Services Terms shall have the meaning set out in the Conditions, unless otherwise stated.
1.2 In the event of any conflict or inconsistency between these Minicab Services Terms, the Conditions and the terms of any Minicab Booking, the following shall be the descending order of precedence: first, the Minicab Services Terms, second, the Conditions and, third, the terms of the relevant Minicab Booking, unless any provision of any Minicab Booking is expressly agreed in writing by AXIA to override any provision of the Minicab Services Terms or the Conditions, in which case, the provision of the relevant Minicab Booking shall prevail.
2. BASIS OF MINICAB SERVICE TERMS
2.1 The Minicab Driver has appointed AXIA as its disclosed agent, acting as an intermediary between the Customer and the Minicab Driver. The Customer acknowledges that AXIA accepts Minicab Bookings, collects payment from the Customer and offers customer support services but is not a party to the Minicab Contract (as defined in paragraph 2.3 below).
2.2 The Minicab Driver shall supply the Services to the Customer in accordance with the Minicab Services Terms in all material respects. Each such Minicab Booking, once accepted in accordance with paragraph 2.3, shall constitute a separate Minicab Contract for the provision of the Minicab Services specified in such Minicab Booking, subject to these Minicab Services Terms.
2.3 A Minicab Booking constitutes an offer by the Customer to purchase Minicab Services in accordance with these Minicab Services Terms. The Minicab Booking shall only be deemed to be accepted when AXIA issues written acceptance of the Minicab Booking via email, or text message confirming the vehicle details and, where available, the licence plate number, contact details and the Minicab licence number of the Minicab Driver who shall carry out the Minicab Booking, or commencement of the Minicab Booking (whichever is the earlier), at which point and on which date and time a contract for the delivery of those services to which the Minicab Booking relates shall come into existence ("Minicab Contract"). AXIA (acting as agent for the Minicab Driver), may, in its absolute discretion, decline to accept any Minicab Booking.
3. SUPPLY OF SERVICES
3.1 The Minicab Driver shall use all reasonable endeavours to meet any performance dates and times specified in a Minicab Booking but any such dates shall be estimates only and time shall not be of the essence for performance of the Minicab Services.
3.2 The Minicab Driver reserves the right to amend the Minicab Services, if necessary, to comply with any licable Law or if the amendment will not materially affect the nature or quality of the Minicab Services. The Minicab Driver shall ensure that:
(a) the Minicab Services shall be performed with reasonable care and skill; and
(b) the Minicab Services will be provided in accordance with Good Industry Practice.
If any of these provisions are breached, the Customer must notify AXIA as soon as possible. The Customer must allow the Minicab Driver a reasonable time to remedy the breach, including (in the Minicab Driver's discretion) by re-performing any relevant Minicab Services. If the Minicab Driver is able to do this within a reasonable time, this shall be the Customer's sole and exclusive remedy in relation to such breach and the Minicab Driver will, subject to paragraph 6.1, have no other obligation or liability in relation to such breach.
3.3 The Customer acknowledges and agrees that unaccompanied Minors will not be permitted to travel alone in a Minicab. AXIA, on behalf of the Minicab Driver, will notify the Minor's parent or guardian and/or relevant regulatory authority, in the event that it suspects a Minor is travelling unaccompanied, and advise that the Minicab Booking cannot be completed without the Minor being accompanied. In exceptional circumstances and subject to the parent/guardian’s consent, the Minicab Driver may allow Teenagers to travel unaccompanied, provided that when making a Minicab Booking for any unaccompanied Teenager, the Customer must inform AXIA that an unaccompanied Teenager will be travelling. AXIA, may at its discretion decline to accept such Minicab Booking and the Minicab Driver shall not be liable to the Customer or be deemed to be in breach of the Minicab Contract if it declines to accept such Minicab Booking. The Minicab Driver does not accept any additional responsibility for any Minor, or Teenager, who travels unaccompanied in a Minicab.
4. CHARGES
4.1 The Customer shall pay the Minicab Charges in relation to the Minicab Services, as set out in appendix 1 to these Minicab Services Terms.
4.2 Payment shall be made to AXIA, in accordance with the payment terms set out in the Terms.
4.3 Unless otherwise expressly provided in these Minicab Services Terms or otherwise in the Terms, all amounts referred to in relation to a Minicab Booking are exclusive of value added tax ("VAT") or other licable sales tax which, where chargeable by either the Minicab Driver or AXIA, shall be payable by the Customer at the rate and in the manner prescribed by licable Law. All amounts referred to in these Minicab Services Terms or otherwise in the Terms are also exclusive of any other licable taxes, duties, imposts, levies and governmental charges of any kind (except for taxes exclusively attributable to the Minicab Driver's income), which the Customer shall be additionally liable to pay to AXIA who shall pass such payment to the Minicab Driver.
4.4 All amounts due under the Minicab Contract and/or these Minicab Services Terms shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by licable Law) to AXIA as disclosed agent for the Minicab Driver.
5. DATA PROTECTION AND DATA PROCESSING
5.1 In relation to any and all Minicab Contracts, the Minicab Driver and the Customer shall:
(a) at all times comply with the Data Protection Legislation;
(b) to the extent applicable under the Data Protection Legislation, obtain and maintain all appropriate registrations required in order to allow that party to perform its obligations pursuant to any Minicab Contract; and
(c) notify each other of an individual authorised to respond from time to time to enquiries regarding personal data. For the purpose of this clause 5.1(c) the Customer acknowledges and agrees that the Minicab Driver has nominated AXIA in its capacity as disclosed agent to accept and respond to the Customer’s enquiries relating to Personal Data in the performance of the Minicab Contracts on the Minicab Driver’s behalf having consulted with the Minicab Driver at all times.
5.2 The parties acknowledge that the types of personal data processed pursuant to the Minicab Services Terms (i.e. Processed Data) (including the subject matter, duration, nature and purpose of the processing and the categories of data subject) are as described in Annex 1 of the Conditions.
5.3 The Customer has appointed AXIA as a processor in respect to Processed Data and acknowledges and agrees that AXIA may provide AXIA Group Members or the Minicab Driver with Processed Data necessary for the performance by the Minicab Driver of the Minicab Services subject to the Agreement and the obligations of AXIA and the Minicab Driver under Data Protection Legislation.
6. LIMITATION OF LIABILITY
6.1 Neither the Minicab Driver’s nor the Customer’s liability:
(a) for death or personal injury caused by its negligence;
(b) for fraudulent misrepresentation or for any other fraudulent act or omission;
(c) to pay sums properly due and owing to the other in the normal course of performance of these Minicab Services Terms; or
(d) for any other liability which may not lawfully be excluded or limited;
is excluded or limited by these Minicab Services Terms, even if any other provision of these Minicab Services Terms or of any Minicab Contract would otherwise suggest that this might be the case.
6.2 Subject to paragraph 6.1, neither the Minicab Driver or the Customer shall be liable (whether for breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any:
(a) loss of profit;
(b) loss of sales, turnover, revenue or business;
(c) loss of customers or contracts;
(d) loss of or damage to reputation or goodwill;
(e) loss of opportunity;
(f) loss of software or data;
(g) loss or waste of management or other staff time; or
(h) indirect, consequential or special loss;
arising out of or relating to any Minicab Contract or these Minicab Services Terms, whether or not such loss was foreseeable or if the party which would otherwise be liable for such loss was advised of its possibility (and, for the purposes of this paragraph 6.2, the term "loss" includes a partial loss or reduction in value as well as a complete or total loss). Notwithstanding the foregoing, the exclusions in paragraphs 6.2(a) and (b) shall not apply to any loss suffered by the Minicab Driver in the event of the Customer's wrongful termination of these Minicab Services Terms or any Minicab Contract.
6.3 Subject to paragraph 6.1, the Minicab Driver shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of (a) the use of the Minicab Services in breach of the Terms and / or the Minicab Services Terms; and/or (b) any processing of personal data in accordance with the Customer's instructions following the Customer's receipt of that information.
6.4 Subject to clause 6.1 and 6.2 of these Minicab Services Terms, the Minicab Driver's total liability to the Customer or a Passenger, arising out of any Minicab Contract or its subject matter and to anything which it has done or not done in connection with the same (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited to the amount of the Minicab Charges payable by the Customer (whether or not yet paid) to AXIA, on behalf of the Minicab Driver for that Contract.
6.5 This clause 6 shall survive termination of these Terms.
7. TRANSPORTATION OF GOODS
7.1 The Customer, nor any Passenger, shall not be entitled to use the Minicab Services for the transportation of any unaccompanied goods, or goods of significant value (whether or not accompanied by a Passenger). In such circumstances neither AXIA nor the Minicab Driver shall accept liability for loss or damage of such goods.
7.2 A Minicab Driver shall be entitled at their sole discretion to refuse to accept carriage of any unaccompanied goods, or any goods which are or appear to be of significant value.
7.3 Without prejudice to clause 7.1 and 7.2, in the event that the Customer or a Passenger does use the Minicab Services for the transportation of goods, clauses 2 and 6 of the Courier Terms included at 0 of the Conditions, shall apply as applicable. In the event of any inconsistency between these Minicab Services Terms and clauses 2 and 6 of the Courier Terms, these Minicab Services Terms shall apply.
8. CONFIDENTIALITY
8.1 Each of the Customer and the Minicab Driver shall:
(a) keep confidential all Confidential Information of the other party which it receives in connection with these Minicab Services Terms;
(b) not copy or reproduce any part of it without the prior written approval of the other party, except as strictly necessary for the performance of its obligations under the Minicab Services Terms;
(c) apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information;
(d) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under these Minicab Services Terms;
(e) subject to paragraph 8.2, not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors and sub-contractors on a 'need to know' basis as strictly required for the purposes of these Minicab Services Terms and subject to each such person being bound by an obligation of confidentiality equivalent to this paragraph 8);
(f) promptly, upon request return to the other party all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.
8.2 Either party may disclose the other's Confidential Information to the extent required by law or by any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).
9. TERM AND TERMINATION
All Minicab Contracts shall automatically terminate in the event that the Terms terminate or expire and/or if the agency arrangement, between the Minicab Driver and AXIA, terminates or expires (whichever terminates or expires first).
10. CONSEQUENCES OF TERMINATION
10.1 Cancellation of any Minicab Booking will not have the effect of terminating the Terms, these Minicab Services Terms or any other Minicab Booking, but termination of the Terms will automatically terminate all uncompleted Minicab Bookings and the Minicab Services Terms.
10.2 Termination of the Terms, these Minicab Services Terms or any Minicab Booking will not affect:
(a) any accrued rights or liabilities which either the Customer or the Minicab Driver may have by the time termination takes effect; or
(b) the coming into force or the continuation in force of any of its provisions that expressly or by implication are intended to come into force or continue in force on or after termination.
11. FORCE MAJEURE
The Minicab Driver shall not be in breach of any Minicab Contract nor liable for delay in performing, or failure to perform, any of its obligations under any Minicab Contract if such delay or failure results from a Force Majeure Event. In such circumstances the Minicab Driver shall be entitled to a reasonable extension of the time for performing such obligations.
12. GENERAL
12.1 No failure or delay by a party to exercise any right or remedy provided under the Minicab Services Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.2 The rights and remedies provided under these Minicab Services Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
12.3 If any provision or part-provision of the Minicab Services Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this paragraph shall not affect the validity and enforceability of the rest of the Minicab Services Terms.
12.4 The Minicab Services Terms, any Minicab Booking and the Minicab Contract and any document referred to therein, constitutes the entire agreement between AXIA, the Minicab Driver and the Customer and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.5 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Minicab Services Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Minicab Services Terms.
12.6 The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under these Minicab Services Terms or any Minicab Contract.
12.7 Nothing in these Minicab Services Terms are intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
12.8 No variation of these Minicab Services Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.9 Except as provided in these Minicab Services Terms, a person who is not a party to these Minicab Services Terms shall not have any rights under or in connection with them, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these Minicab Services Term are not subject to the consent of any other person.
13. NOTICES
Any notice given to a party under or in connection with the Terms or these Minicab Services Terms shall be in writing and, where such notice is addressed to the Minicab Driver, shall be delivered to AXIA (acting as disclosed agent on behalf of the Minicab Driver in accordance with the Terms).
14. GOVERNING LAW AND JURISDICTION
14.1 These Minicab Services Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England.
14.2 Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Minicab Services Terms or its subject matter or formation (including non-contractual disputes or claims).
APPENDIX 1 TO MINICAB SERVICES TERMS
MINICAB CHARGES
The fee for each Journey made by a Minicab will be charged on the basis of a metered fare. The tariffs for Minicab meter fares are set by Transport for London and can be found here:
https://tfl.gov.uk/modes/taxis-and-minicabs/taxi-fares/tariffs#on- this-page-0.
Additional booking and administration fees will also apply to each booking, as set out below.
| |
Amount
|
Explanation
|
| Metered Fare |
Variable
|
This is based on the Transport for London Black Minicab meter tariffs, as set out at https://tfl.gov.uk/modes/taxis-and-minicabs/taxi- fares/tariffs#on-this-page-0 (or such other place on the Transport for London website as the same shall
be located from time to time).
|
| Minimum Price |
£10.00 |
If the Metered Fare is less than the Minimum Price, an additional fee – equal to the difference between the Metered Fare and the Minimum Price – will be charged to cover the difference. |
| Transaction Fee |
£2.50 |
A payment of £2.50 plus VAT for each Booking. |
| Additional Charges |
Variable |
Such Additional Charges as are set out in the Price List and the Terms. |
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