SUBCONTRACTOR TERMS & CONDITIONS

These Subcontractor Terms & Conditions apply when SSP Delivery Limited ("SSP Delivery", "we", "us" or "our") engages an independent courier, driver, subcontractor or transport business ("Subcontractor", "you" or "your") to provide collection, transportation or delivery services.

By accepting a booking, load, job, purchase order or other instruction from SSP Delivery, you agree to comply with these Terms & Conditions together with any specific requirements agreed for that booking.

1. NATURE OF THE SUBCONTRACTING RELATIONSHIP

The parties intend to operate on a business-to-business basis, with the Subcontractor providing services under individual contracts for services. The actual legal status of each engagement will depend on the circumstances, working arrangements and applicable law.

The Subcontractor is responsible for operating their own business and for complying with their own tax, National Insurance, VAT and other applicable legal obligations.

Nothing in these Terms & Conditions is intended to determine employment status by contract wording alone.

The Subcontractor may provide services to other customers and businesses, subject to their obligations concerning confidentiality, customer information and any specific restrictions agreed for an individual booking.

SSP Delivery does not guarantee any minimum amount or frequency of work.

The Subcontractor is free to accept or decline individual work offered by SSP Delivery, subject to any booking that has already been accepted.

2. ACCEPTANCE OF BOOKINGS

SSP Delivery may offer individual courier, collection, transportation or delivery bookings to the Subcontractor.

A booking becomes accepted when the Subcontractor confirms acceptance or otherwise clearly agrees to undertake the booking.

Once a booking has been accepted, the Subcontractor must make reasonable efforts to complete it in accordance with the agreed instructions.

If the Subcontractor becomes unable to complete an accepted booking, SSP Delivery must be informed as soon as reasonably practicable.

The Subcontractor must not abandon an accepted booking without first contacting SSP Delivery, except where continuing would create an immediate safety or legal risk.

3. LICENCES, AUTHORISATIONS AND LEGAL COMPLIANCE

The Subcontractor must hold all licences, permits, certificates and authorisations legally required for the services and vehicle being used.

The Subcontractor must hold a valid driving licence appropriate for the vehicle being operated.

Where a goods vehicle operator's licence is legally required for the vehicle and operation, the Subcontractor must hold and maintain the appropriate licence.

The Subcontractor must comply with all applicable road traffic, transport, health and safety, vehicle and other legal requirements.

The Subcontractor must immediately notify SSP Delivery if a licence, permit, authorisation or legal entitlement relevant to the services is suspended, revoked, restricted or expires.

SSP Delivery may reasonably request evidence of relevant licences, certificates or authorisations.

SSP Delivery may refuse to allocate work where required legal documentation has not been provided or where there is a reasonable concern about legal compliance.

4. VEHICLES AND EQUIPMENT

The Subcontractor must provide a suitable vehicle for each booking undertaken.

The vehicle must be legally roadworthy, properly maintained and appropriate for the goods and services being provided.

The Subcontractor is responsible for ensuring that the vehicle is appropriately taxed, insured and maintained.

The Subcontractor must provide suitable equipment reasonably required for safe transportation and load security.

This may include, where appropriate:

• Load straps and restraints
• Protective blankets or materials
• Trolleys
• Pallet equipment
• Other suitable transport equipment

The Subcontractor must not knowingly exceed the vehicle's legal weight or capacity limits.

SSP Delivery may refuse to use a vehicle that it reasonably considers unsuitable or unsafe for a particular booking.

5. INSURANCE

The Subcontractor must maintain insurance appropriate to the services being provided.

Depending on the booking and applicable legal requirements, this may include:

• Motor insurance covering the relevant courier or hire or reward use
• Goods In Transit insurance
• Public Liability insurance
• Employers' Liability insurance where legally required
• Other insurance reasonably appropriate to the services

Insurance must remain valid throughout the period in which the Subcontractor undertakes work for SSP Delivery.

The Subcontractor must not undertake a booking where the goods, vehicle or activity are excluded from the relevant insurance cover.

SSP Delivery may request current insurance certificates or other reasonable evidence of cover.

The Subcontractor must immediately notify SSP Delivery if relevant insurance is cancelled, expires, becomes invalid or is materially restricted.

SSP Delivery's own insurance does not automatically provide insurance cover for the Subcontractor, the Subcontractor's vehicle or the Subcontractor's own liabilities.

Where the value, nature or risk of the goods may exceed the Subcontractor's insurance cover, the Subcontractor must notify SSP Delivery before accepting the booking and must not undertake the booking unless SSP Delivery has confirmed that it may proceed.

6. GOODS IN THE SUBCONTRACTOR'S CUSTODY OR CONTROL

Once goods have been collected, the Subcontractor must take reasonable care of them while they are in the Subcontractor's custody or control.

The Subcontractor must take reasonable precautions against loss, theft, damage and unauthorised access.

Goods must be secured appropriately during transportation.

Goods must not be opened, used, altered or interfered with except where necessary to perform the booking or where required by law.

Any loss, damage, shortage, suspected theft or other significant issue must be reported to SSP Delivery as soon as reasonably practicable.

7. COLLECTIONS

The Subcontractor must attend the collection location within the agreed time window, subject to circumstances outside the Subcontractor's reasonable control.

The Subcontractor must follow reasonable collection instructions provided by SSP Delivery or the customer.

Where reasonably practicable, the Subcontractor should check that the goods collected correspond with the booking information.

Any material discrepancy concerning the goods, quantity, dimensions, weight, address or collection instructions must be reported to SSP Delivery promptly.

The Subcontractor must not knowingly collect goods that are unlawful or unsafe to transport.

8. DELIVERIES AND PROOF OF DELIVERY

The Subcontractor must deliver goods to the agreed delivery address unless SSP Delivery provides alternative instructions.

The Subcontractor must make reasonable efforts to obtain appropriate proof of delivery ("POD").

Depending on the booking, POD may include:

• Recipient signature
• Recipient name
• Electronic confirmation
• Photograph where appropriate
• Date and time of delivery
• Other agreed delivery evidence

Goods must not be left at an alternative location without appropriate authority.

If delivery cannot be completed, the Subcontractor must contact SSP Delivery for instructions as soon as reasonably practicable.

9. WAITING TIME

The Subcontractor must notify SSP Delivery when significant waiting occurs at collection or delivery.

Waiting time must be recorded accurately.

No waiting time payment is automatically payable unless the waiting time has been reported and reasonably evidenced where requested.

The Subcontractor must not agree or promise a waiting time payment to a customer on behalf of SSP Delivery.

10. FAILED COLLECTION OR DELIVERY

If a collection or delivery cannot be completed because of the customer, recipient, incorrect information, lack of access, goods not being ready or another circumstance outside the Subcontractor's reasonable control, the Subcontractor must contact SSP Delivery.

The Subcontractor must not independently dispose of, abandon, return or store goods without appropriate instructions, unless immediate action is reasonably necessary for safety or legal reasons.

SSP Delivery will provide reasonable instructions where a collection or delivery cannot be completed.

Any payment for additional work, waiting, return journeys, storage or redelivery must be agreed with SSP Delivery.

11. DANGEROUS, HAZARDOUS OR RESTRICTED GOODS

The Subcontractor must comply with all applicable laws and requirements concerning dangerous, hazardous or restricted goods.

The Subcontractor must not knowingly transport dangerous or restricted goods unless the booking has been appropriately authorised and all applicable legal, insurance, vehicle, equipment and qualification requirements have been satisfied.

If the Subcontractor becomes aware that goods may be dangerous, prohibited, incorrectly declared or otherwise unsuitable for transportation, they must contact SSP Delivery immediately.

The Subcontractor may refuse to transport goods where doing so would create a reasonable safety, insurance or legal concern.

12. LOADING AND UNLOADING

The Subcontractor must follow reasonable instructions concerning loading and unloading.

Loading and unloading must be carried out safely and in accordance with applicable requirements.

The Subcontractor must use appropriate methods to secure goods during transportation.

Where specialist equipment, additional labour or a particular handling method is required, this should be agreed with SSP Delivery before the work is undertaken where reasonably practicable.

The Subcontractor is not required to carry out lifting or handling that would be unsafe, unlawful or beyond the reasonable capability of the driver, vehicle or available equipment.

13. HEALTH AND SAFETY

The Subcontractor must perform services safely and professionally.

The Subcontractor must comply with applicable health and safety requirements and reasonable safety procedures at customer premises.

The Subcontractor must not drive while impaired by alcohol, drugs, medication or fatigue.

The Subcontractor must comply with applicable requirements concerning driving hours, rest periods and road safety.

Accidents, injuries and significant safety incidents connected with an SSP Delivery booking must be reported promptly.

14. ACCIDENTS, DAMAGE AND LOSS

Any accident involving the vehicle, goods, customer property or third-party property must be reported to SSP Delivery as soon as reasonably practicable.

Where appropriate, the Subcontractor must obtain photographs and other relevant evidence.

The Subcontractor must provide SSP Delivery with a factual account of any incident.

The Subcontractor must not admit legal liability on behalf of SSP Delivery without authority.

Suspected theft or other criminal activity must be reported to the police where appropriate.

15. PROFESSIONAL CONDUCT

The Subcontractor must behave professionally when dealing with SSP Delivery's customers, recipients, site personnel and members of the public.

The Subcontractor must not engage in threatening, abusive, discriminatory or inappropriate behaviour.

The Subcontractor must not make misleading statements concerning SSP Delivery, its services or its charges.

The Subcontractor must not agree additional customer charges on behalf of SSP Delivery without authorisation.

Customer complaints or disputes relating to SSP Delivery services must be referred to SSP Delivery.

16. COMMUNICATION AND BOOKING UPDATES

The Subcontractor must maintain reasonable communication with SSP Delivery during an accepted booking.

The Subcontractor must provide prompt updates regarding:

• Significant delays
• Accidents
• Vehicle breakdowns
• Failed collections
• Failed deliveries
• Damage or loss
• Other material problems affecting the booking

Where SSP Delivery requires tracking or POD information, the Subcontractor must provide it in accordance with the booking instructions.

17. CONFIDENTIALITY

The Subcontractor may receive confidential information concerning SSP Delivery, its customers, suppliers, bookings, pricing, routes and business operations.

Such information must be kept confidential and must only be used for legitimate purposes connected with the services.

The Subcontractor must not disclose confidential information to third parties unless:

• SSP Delivery has authorised the disclosure
• Disclosure is necessary to perform the booking
• Disclosure is required by law

These confidentiality obligations continue after the Subcontractor stops working with SSP Delivery.

18. DATA PROTECTION

The Subcontractor may receive personal information including names, addresses, telephone numbers and delivery information.

Personal information must only be used as reasonably necessary to perform the relevant services.

The Subcontractor must take reasonable steps to protect personal information against loss, unauthorised access, disclosure or misuse.

Any suspected loss, unauthorised disclosure or security incident involving customer personal information must be reported to SSP Delivery promptly.

19. REPLACEMENT DRIVERS AND FURTHER SUBCONTRACTING

The Subcontractor must not transfer an accepted SSP Delivery booking to another person or business without prior approval from SSP Delivery.

Where SSP Delivery approves a replacement driver or transport provider, that person or business must meet all applicable licensing, insurance, safety and vehicle requirements.

The Subcontractor must provide SSP Delivery with any information reasonably required concerning an approved replacement.

The use of a replacement does not remove the Subcontractor's responsibility for complying with these Terms & Conditions unless SSP Delivery expressly agrees otherwise in writing.

20. FEES AND PAYMENT

SSP Delivery will pay the Subcontractor the agreed fee for the completed booking, subject to the Subcontractor providing any required invoice, POD and supporting information.

The Subcontractor must submit accurate invoices in accordance with SSP Delivery's invoicing requirements.

Additional charges, including approved waiting time, parking, tolls or other expenses, will only be payable where authorised or otherwise agreed by SSP Delivery and supported by reasonable evidence where requested.

Any disputed invoice or charge must be raised promptly with SSP Delivery.

SSP Delivery may reasonably withhold a genuinely disputed amount while the relevant issue is investigated. Undisputed amounts remain payable in accordance with the agreed payment terms.

Payment of an undisputed amount does not constitute acceptance of a disputed additional charge.

21. CANCELLATION

SSP Delivery may cancel an accepted booking before collection.

Where a booking is cancelled after acceptance, any cancellation payment due to the Subcontractor will depend on the cancellation circumstances and the cancellation terms agreed for that booking.

Where a specific cancellation amount has been confirmed when the booking was accepted, that amount will apply unless otherwise agreed.

If the Subcontractor cancels an accepted booking without reasonable cause, SSP Delivery may consider the circumstances when allocating future work.

22. BREAKDOWN, ILLNESS OR EMERGENCY

The Subcontractor must notify SSP Delivery as soon as reasonably practicable if illness, accident, vehicle breakdown or another emergency prevents the completion of a booking.

The Subcontractor must take reasonable steps to protect the goods while assistance or alternative arrangements are being made.

The Subcontractor must not appoint a replacement without contacting SSP Delivery where reasonably practicable.

SSP Delivery may arrange alternative transport where reasonably necessary to complete the customer's booking.

23. RECORDS AND EVIDENCE

The Subcontractor must retain reasonable records relating to bookings where necessary for invoicing, insurance, claims, legal compliance or dispute resolution.

Records may include:

• Collection and delivery times
• POD
• Photographs
• Waiting time records
• Damage reports
• Accident information
• Customer instructions
• Relevant receipts or invoices

Relevant records must be provided to SSP Delivery where reasonably required to investigate a booking, claim or dispute.

24. LIABILITY

The Subcontractor is responsible for performing accepted bookings with reasonable care and skill and in accordance with applicable legal requirements.

Nothing in these Terms & Conditions excludes or limits liability where such exclusion or limitation would be unlawful.

Subject to applicable law, the Subcontractor is responsible for loss, damage, costs or claims directly caused by the Subcontractor's negligence, deliberate misconduct, material breach of these Terms or failure to comply with applicable legal requirements.

SSP Delivery remains responsible for its own acts and omissions to the extent required by law.

SSP Delivery does not guarantee any minimum amount of work, revenue or number of bookings.

25. INDEMNITY

To the extent permitted by law, the Subcontractor is responsible for reasonable losses, costs or claims directly caused by the Subcontractor's material breach of these Terms, negligence, deliberate misconduct, failure to maintain required insurance, failure to hold a legally required licence or authorisation, or unauthorised further subcontracting.

This clause does not apply to the extent that the loss or claim was caused by SSP Delivery's own breach, negligence or unlawful conduct.

SSP Delivery will take reasonable steps to mitigate losses for which it seeks reimbursement.

26. CUSTOMER RELATIONSHIPS

During a booking, the Subcontractor may receive information concerning SSP Delivery's customers.

The Subcontractor must not use confidential information or customer information obtained through or in connection with SSP Delivery to deliberately bypass SSP Delivery in relation to a booking introduced by SSP Delivery.

This does not prevent the Subcontractor from carrying out legitimate work for customers with whom the Subcontractor had an established independent business relationship before being introduced through SSP Delivery.

Nothing in this section prevents the Subcontractor from carrying out ordinary courier or transport work for other businesses.

27. OPERATIONAL INSTRUCTIONS

SSP Delivery may provide reasonable instructions concerning an accepted booking.

Instructions may include:

• Collection details
• Delivery details
• Customer requirements
• POD requirements
• Tracking
• Vehicle requirements
• Load security
• Safety requirements

No instruction requires the Subcontractor to act unlawfully or unsafely.

28. TERMINATION OF THE SUBCONTRACTING RELATIONSHIP

Either party may terminate the ongoing subcontracting relationship by giving reasonable notice, subject to any accepted booking that remains outstanding.

SSP Delivery may terminate the relationship immediately where there is a serious breach or serious concern involving:

• Safety
• Fraud
• Theft
• Serious misconduct
• Invalid insurance
• Invalid licence
• Deliberate damage
• Serious confidentiality breach
• Unauthorised further subcontracting
• Another serious breach of these Terms

Termination does not affect rights or obligations that arose before termination.

29. ORDER OF PRECEDENCE

These Terms apply generally to subcontracting services provided to SSP Delivery.

A specific written booking instruction, purchase order or separate written agreement may contain different requirements for an individual booking.

Where a specific written agreement expressly conflicts with these Terms, the specific agreement will apply to that booking to the extent of the conflict.

The Subcontractor is engaged by SSP Delivery to perform services on SSP Delivery's behalf. Unless expressly agreed otherwise in writing, the Subcontractor is not a party to SSP Delivery's separate contract or Terms & Conditions with the customer.

30. CHANGES TO THESE TERMS

SSP Delivery may update these Terms from time to time.

Updated Terms will be made available to Subcontractors.

Unless otherwise agreed in writing, changes to these Terms will apply to bookings accepted after the revised Terms become effective and will not retrospectively alter the agreed terms of a booking already accepted.

31. SEVERABILITY

If any provision of these Terms is found to be unlawful, invalid or unenforceable, that provision will be modified or removed only to the extent necessary.

The remaining provisions will continue to apply.

32. GOVERNING LAW AND JURISDICTION

These Terms are governed by the laws of England and Wales.

Subject to any mandatory legal requirements, the courts of England and Wales will have jurisdiction over disputes arising from these Terms.

33. CONTACT

34. ACKNOWLEDGEMENT

By accepting a booking or providing services to SSP Delivery Limited, the Subcontractor confirms that they have been given a reasonable opportunity to read these Subcontractor Terms & Conditions and agrees to comply with the applicable requirements.