1.        INTERPRETATION

1.1        Definitions

2.        COMMENCEMENT AND DURATION

THE SERVICES

4.        Subcontractor's responsibilities

4.1        The Subcontractor shall:

(a)        provide the relevant Services in accordance with the details set out in the relevant accepted Job Request in accordance with the Terms including without limitation the time lines set out in the accepted Job Request;

(b)        take proper and careful notice and give due regard to the information contained in the Portal System which the Subcontractor has been provided with to the extent that it will assist the Subcontractor in carrying out any agreed Services;

(c)        perform the relevant Services with the highest level of care, skill and diligence in accordance with best practice in the Subcontractor's industry, profession or trade;

(d)        to carry out the Services from time to time in accordance with the Regulations;

(e)        co-operate with CMG in all matters relating to the accepted Job Request, and comply with CMG's further instructions from time to time communicated to the Subcontractor;

(f)        observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Locations from time to time where the Sub Contractor is to carry out the relevant Services;

(g)        hold any Vehicle and any Materials in safe custody at its own risk, and to maintain such Vehicle and/or Materials in good condition until returned to the End Location (as appropriate), and not dispose of or use any Vehicle and/or the Materials other than in accordance with the Regulations;

(h)        not do or omit to do anything in relation to carrying out the Services with accordance with the Terms which may cause CMG to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business;

(i)        before the date on which it accepts a Job Request, to ensure, obtain and maintain during the term of the provision of the relevant Services that all of the Subcontractors Equipment used in order to carry out the Services comply with all Applicable Laws including making sure that its vehicles are properly taxed, insured and maintained and fit for purpose;

(j)        clearly display the Subcontractor’s business name and contact details with adequate prominence

(k)        it shall comply with the Applicable Laws insofar as they directly or indirectly relate to or are connected with the Sub Contractor carrying out the Services in accordance with the Terms;

(l)        comply with all applicable requirements of the Data Protection Legislation;

(m)        not recover and drive any Vehicle away from any of the Locations of recovery or otherwise other than on an appropriate transporter;

(n)        at all times during the term of this agreement hold and retain the Certifications and from time to time to provide CMG with such evidence and confirmations that it requires in order to satisfy that the Subcontractor continues to hold and retains the appropriate Certifications;

(o)        forthwith to notify CMG of:

(i)                any loss or damage howsoever caused to any Vehicle and/or Materials whilst in the custody, care or control of the Subcontractor; and

(ii)                details of all complaints received which said complaints will be dealt with in accordance with CMG’s complaint procedure from time to time in force;

(p)        Upon Completion of an accepted Job Request (if required under such Job Request) the Subcontractor shall promptly provide CMG with all Relevant Paperwork.

4.2        Time is of the essence in relation to the performance of an accepted Job Request for the Subcontractor. If the Subcontractor fails to meet the relevant deadlines, then (without prejudice to CMG's right to terminate this agreement and any other rights it may have), CMG may:

(a)        purchase substitute services from elsewhere and reclaim from the Subcontractor any additional costs incurred as a result of procuring such services from a third party instead of the Subcontractor;

(b)        hold the Subcontractor accountable for any loss and additional costs incurred; and

(c)        have any sums previously paid by CMG to the Subcontractor in respect of the accepted Job Request refunded by the Subcontractor.

4.3        The Subcontractor shall indemnify and hold CMG indemnified against all costs claims actions liabilities expenses proceedings loss injury or damage sustained by CMG and/or its Customer arising as a direct or indirect result of the Subcontractor failing to comply with their obligations set out in this agreement and in particular in relation to any accepted Job Request.

5.        Changes to an accepted Job Request

5.1        Neither party may propose changes to the scope or execution of an accepted Job Request without the prior approval of the other party.

6.        Charges and payment

6.1        In consideration of the provision of each relevant accepted Job Request that is Completed, CMG shall pay the relevant Charges to the Subcontractor.

6.2        The Subcontractor shall invoice CMG for the relevant Charges within 5 Business Days of Completing the relevant Services and provided that CMG receive such invoice within the said 5 Business Days then CMG shall pay each correct invoice submitted to it by the Subcontractor as said (subject to compliance by the Subcontractor with the provision of clause 4.1(p)) within 30 days from the end of the calendar month in which the invoice was received.

6.3        Without prejudice to any other right or remedy that it may have, if CMG fails to pay the Subcontractor any undisputed sum due under this agreement on the due date, CMG shall pay interest on the overdue amount at the rate of 2% per annum above Lloyds Bank plc base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.

6.4        If CMG disputes a payment, then the interest payable under clause 6.3 is only payable after the dispute is resolved, on sums found or agreed to be due, from 3 days after the dispute is resolved until payment.

6.5        CMG may, at any time, without notice to the Subcontractor, set off any liability of the Subcontractor to CMG against any liability of CMG to the Subcontractor, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. Any exercise by CMG of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.

7.        Insurance

7.1        During the term of this agreement the Subcontractor shall:

(a)        must maintain valid insurance with a reputable insurance company which must meet the Minimum Requirements; and

(b)        upon the date of this Agreement, annually thereafter and at such other times as CMG reasonably requires to procure that their insurance company or broker provides a completed declaration in a form reasonably agreeable to CMG of the up-to-date insurances of the Subcontractor that remain on risk in relation to its provision of Services.

8.        Social Media, Derogatory Statements & Non Solicitation

8.1        The Subcontractor covenants with CMG that it shall not at any during the term of this agreement and nor thereafter

(a)        make and shall procure that its employees shall not make any adverse or derogatory comments of any kind about CMG, any of its Customers and either of their directors or employees including without limitation not:

(i)        making any social media communications or otherwise that could damage CMG’s or any Customer’s business interests or reputation, directly or indirectly; and

(ii)        using social media or otherwise to defame or disparage CMG or any of its Customers or to make false or misleading statements;

(iii)        expressing opinions on CMG’s behalf via social media or otherwise, unless expressly authorised in writing to do so by CMG;

(iv)        posting comments about sensitive business-related topics, such as performance, or do anything to jeopardise any of CMG or its Customers trade secrets, confidential information and intellectual property;

(v)        keep, upload, stream, use publish or otherwise any video content, photographic images or otherwise which directly or indirectly relate to CMG, any of its Customers and/or the Available Services without the prior written consent of CMG.

and the Subcontractor shall use reasonable endeavours to ensure that its employees and officers shall not make any of the foregoing;

(b)        do anything which shall, or may, bring the Subcontractor its directors or employees into disrepute and the Subcontractor shall use reasonable endeavours to ensure that its employees and officers shall not do anything that shall, or may, bring CMG and/or any Customer into disrepute;

(c)        The Subcontractor will not make any announcement and/or or post any comment in any verbal or written form (be it on the internet and/or otherwise) without the prior written consent of CMG with that announcement save to the extent such communications are sent to CMG in order to comply with its obligations contained or referred to in this Agreement.

8.2        The Subcontractor covenants with CMG that it shall not at any time during this agreement and for a period of 24 months commencing on the termination of this agreement undertake, canvass, solicit or otherwise seek the custom from any person firm or company with a view to providing services to them in competition with the services and the way the services are being provided by CMG under this agreement.

8.3        The covenants in clauses 8.1 and 8.2 are intended for the benefit of, and shall be enforceable by, CMG and shall apply to actions carried out by the Subcontractor in any capacity (including as shareholder, partner, director, principal, consultant, officer, agent or otherwise) and whether directly or indirectly, on its own behalf or on behalf of, or jointly with, any other person.

8.4        The Subcontractor shall indemnify and hold CMG indemnifies against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by CMG and any of its Customers arising out of or in connection with any breach of the obligations set out or referred to in clause 8.

9.        Confidentiality

9.1        Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.2.

9.2        Each party may disclose the other party's confidential information:

(a)        to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 9.2; and

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

9.3        No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

10.        Limitation of liability

10.1        Nothing in this agreement: shall limit or exclude the Subcontractor's or CMG's liability for:

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

(b)        fraud or fraudulent misrepresentation; or

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

11.        Termination

11.1        Without limiting any of CMG’s rights, CMG may suspend the performance of any Services, or terminate this Agreement with immediate effect by giving written notice to the Subcontractor if:

(a)        The Subcontractor fails to deliver a Vehicle to the relevant End Location pursuant to an accepted Job Request;

(b)        save to the extent pursuant to clause 11.1(a) above the Subcontractor commits a material breach of any term of this agreement;

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

(d)        the Subcontractor suspends, threatens to suspend, cease or threatens to cease to carry on all or a substantial part of your business; or

(e)        the Subcontractors financial position deteriorates to such an extent that in CMG’s opinion the Subcontractors capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy.

11.2        Termination of this Agreement will not affect your or our rights and remedies that have accrued as at termination.

11.3        Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

12.        Assignment and other dealings

12.1        The Subcontractor shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

12.2        CMG may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement, provided that it gives prior written notice of such dealing to the Subcontractor.

13.        Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14.        Entire agreement

14.1        This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous or oral, relating to its subject matter.

14.2        Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether agreements, promises, assurances, warranties, representations and understandings between them, whether written

14.3        made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

15.        Notices

15.1        Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

(a)        delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b)        by email to the addresses specified in schedule 2 or such other email addresses as either party shall notify the other from time to time in writing.

15.2        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 Business Day delivery services, at 9.00am on the second Business Day after posting or at the time recorded by the delivery service; or

(c)        if sent by email, at 9.00am on the next Business Day after transmission.

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

16.        Counterparts

16.1        This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

17.        Waiver

If CMG do not insist that the Subcontractor performs any of its obligations under this Agreement, or if CMG do not enforce its rights against the Subcontractor, or if CMG delay in doing so, that will not mean that CMG have waived its rights against the Subcontractor or that the Subcontractor does not have to comply with those obligations. If CMG do waive any rights, CMG will only do so in writing, and that will not mean that CMG will automatically waive any right related to any later default by the Subcontractor.

18.        Severance

Each paragraph of the Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

19.        Third Party Rights

This Agreement is between us and no other person has any rights to enforce any of its terms.

20.        Governing Law and Jurisdiction

This Agreement is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the English courts.