ROYAL MAIL TESTING & INNOVATION (TIS) SCHEME 2015 TERMS AND CONDITIONS

Transcription

1 ROYAL MAIL TESTING & INNOVATION (TIS) SCHEME 2015 TERMS AND CONDITIONS

2 1. DEFINITIONS 1.1 In these Terms and Conditions, the following words and expressions shall have the following meanings: Acceptance our acceptance of your Application Form confirming that we agree to enter into the Agreement with you; Actual Base Volume Actual Incremental Volume Agreement the actual number of mail items excluding the Actual Incremental Volume, sent by you during the Scheme Period pursuant to the Agreement; the actual incremental number of Scheme Mail items sent by you during the Scheme Period pursuant to the Agreement; the agreement between you and us in relation to the Scheme, consisting of the Application Form, the Acceptance and these Terms and Conditions; Application Form your completed application form (in the form set out in Annex 1) submitted to us in relation to the Scheme; ASA CAP CAP Code Commencement Date Expected Base Volume Expected Incremental Volume Main Agreement Postage Credit Postage Credit Application Form Postage Credit Rebate Services Scheme Scheme Mail Scheme Period Term Termination Date Terms and Conditions we, us or our the Advertising Standards Authority; the Committee of Advertising Practice; the CAP UK code of non-broadcast advertising, sales promotion and direct marketing; the commencement date of the Agreement being the date of receipt by you of the Acceptance; the expected number of base mail items, excluding the Expected Incremental Volume, to be sent by you during the Scheme Period, pursuant to the Agreement as notified to you by us and set out in the Application Form; the expected number of Scheme Mail items above the Expected Base Volume you will send during the Scheme Period, pursuant to the Agreement as set out in the Application Form; the Royal Mail General Terms and Conditions, the On-Line Business Account Agreement and any other Royal Mail specific terms relating to the product entered into between you and us for the provision of the Services; the amount payable by us to you and credited by us to your nominated account in accordance with these Terms and Conditions; the application form (in the form set out in Annex 2) which you submit to us to claim your Postage Credit; the percentage rebate that will be used to calculate your Postage Credit as notified to you in the Acceptance; the services provided by us to you under the Main Agreement which may include Advertising Mail, Sustainable Advertising Mail, Publishing Mail, Business Mail 1st Class, Business Mai; the Royal Mail Testing & Innovation Scheme (TIS) whereby we agree to incentivise you to send Scheme Mail via the Services; the incremental mail items you send under the Scheme using the eligible Services as set out in the Application Form; the period of up to 6 months, as set out in the Application Form, during which the incremental mail you send will be eligible for the Scheme; the term of the Agreement; the date twelve (12) months from the Commencement Date; these terms and conditions as amended by us and notified to you from time to time; Royal Mail Group Ltd, company number with its registered office at 100 Victoria Embankment, London EC4Y 0HQ;

3 you or your Working Day the customer identified in the Application Form, including its employees and agents; and a day other than a Saturday or Sunday or other public or statutory holiday in England and Wales. 1.2 The provisions of the Main Agreement shall be incorporated by reference and shall apply to these Terms and Conditions as though all such provisions were set forth in their entirety. 1.3 In these Terms and Conditions unless the context otherwise requires: clause headings are for convenience only and shall not affect the construction of these Terms and Conditions; any reference to an enactment or statutory provision is a reference to it as it may have been or may from time be amended, modified, consolidated or re-enacted; and references to persons shall include references to individuals, bodies corporate (wherever incorporated), unincorporated associations and partnerships. 2. AGREEMENT 2.1 You shall complete and submit the Application Form to us. 2.2 We shall review your Application Form and, if the terms are acceptable to us, we shall, within ten (10) Working Days of receipt of your Application Form, the Acceptance to you. 2.3 The Agreement is formed on receipt by you of the Acceptance. 3. TERM 3.1 The Agreement shall commence on the Commencement Date and shall continue in force until the Termination Date, unless terminated pursuant to clause 5 of these Terms and Conditions. 4. POSTAGE CREDIT 4.1 Subject to clauses 4.2 to 4.7, in consideration of you entering into the Agreement, we will pay you the Postage Credit. 4.2 It is a condition of the Agreement that you have an online account with us. If you have more than one account, you must notify us of the account to which you want the Postage Credit to be credited on both the Application Form and the Postage Credit Application Form. If you do not notify us of the account to which you want to be credited, we will not be liable to pay the Postage Credit. We will only credit one account. 4.3 To receive the Postage Credit the Actual Incremental Volume must be between twenty-five thousand (25,000) and one million (1,000,000) items (inclusive). You will not be eligible to participate in the Scheme or to apply for or receive a Postage Credit where your Actual Incremental Volume exceeds one million (1,000,000) items or is greater that ten (10%) percent of your Baseline Volume. For the avoidance of doubt, the minimum order value of the Actual Incremental Volume is twenty-five thousand (25,000)items. If the order value of the Actual Incremental Volume is less than twenty-five thousand (25,000)then no Postage Credit shall be payable to you. 4.4 We will determine whether you meet the Actual Incremental Volume requirements specified in clause 4.3. It is in our sole and absolute discretion whether to award the Postage Credit to you. Our decision as to whether you meet the Actual Incremental Volume requirements set out in clause 4.3 is final. 4.5 In the event that the Actual Base Volume is less than the Expected Base Volume then no Postage Credit shall be payable to you. 4.6 Within six (6) months of the expiry of the Scheme Period, you shall complete and send us a Postage Credit Application Form to claim the amount of Postage Credit you consider due to you. Any claims received by us after this period shall be invalid and no Postage Credit will be paid to you. 4.7 Subject to clause 4.9, we shall, within twenty (20) Working Days of the receipt of your Postage Credit Application Form pursuant to clause 4.6, notify you of the actual amount of Postage Credit due to you. The Postage Credit is calculated on the qualifying expenditure with us less all other applicable discounts. Our decision on the amount of Postage Credit due to you is final. 4.8 Subject to clauses 4.2 to 4.6 inclusive, we shall within forty-five (45) Working Days of the receipt of your Postage Credit Application Form pursuant to clause 4.6, credit your account with the amount of Postage Credit as notified to you pursuant to clause We may in our sole and absolute discretion (acting reasonably) adjust the Postage Credit where we consider it necessary to do so in order to address any competition law or regulatory concerns.

4 4.10 We may request further evidence or audit information from you to verify your claim for Postage Credit. If you do not provide sufficient evidence or audit information, we may withhold the Postage Credit from you and/or terminate the Agreement If, after we have credited the Postage Credit to you, we discover that the amount of your claim was made fraudulently, contained false information, or you are in breach of clause 6, we may, without prejudice to our other rights and remedies: debit your account for the amount of Postage Credit credited to you; and/or make a claim against you for any losses we may suffer, including but not limited to any breach of our regulatory or competition law obligations There is no cash or cheque alternative to Postage Credit being credited to your account under any circumstances Postage values may change during the Scheme Period due to a tariff increase or decrease. However, the Postage Credit Rebate shall remain the same To be eligible for the Scheme, the Scheme Mail items you send must: be sent on your own account and not via a mailing agent s account; be incremental mail items sent using the eligible Services as set out in the Application Form; and not be subject to any of our other incentive schemes (our decision on what constitutes an incentive scheme is final) During the Scheme Period, you may submit, via to your account manager a request to amend the Actual Incremental Volume specified in the Application Form, subject to the total Actual Incremental Volume including the amended volume, not exceeding the lower of one million (1,000,000)items or ten percent (10%) of the Baseline Volume. Such increase will only be effective from the date of an Acceptance from us. You must receive the Acceptance prior to sending such incremental mail. 5. TERMINATION 5.1 We may, on written notice, terminate the Agreement with immediate effect, without any liability to you, if: you have not commenced sending mail items under the Agreement within six (6) months of the Commencement Date; or you are in breach of any of the terms of the Agreement and/or the Main Agreement. 5.2 We may terminate the Agreement with immediate effect, without any liability to you, if you are in breach of any of the terms of the Agreement and/or the Main Agreement. 5.3 Either party may terminate the Agreement, without any liability to the other party, by giving thirty (30) days written notice to terminate to the other party. 5.4 The Agreement shall terminate with immediate effect if the Main Agreement terminates. 6. WARRANTIES 6.1 You warrant that: any mailing made under the Agreement shall comply with all relevant laws and regulations including but not limited to the CAP Code as endorsed and administered by ASA as amended from time to time, and all other relevant codes under the general supervision of CAP and ASA; you have not previously conducted the same type of mailing activity as the mailing activity made under the Scheme, either using us, or any other postal operator; the Actual Incremental Volume only includes additional Scheme Mail over and above what you would have normally sent in the absence of the Scheme; the Actual Incremental Volume does not include items switched from another postal operator or one of our other postal services; the Actual Incremental Volume does not include any mail items switched into the Scheme from a period outside the Scheme Period; all mail items sent pursuant to the Agreement are not connected with the calling of a local, general or European election or referendum in the UK or other special event where it is unlikely that the mailing volume would be sustainable on an annual basis; and you will share on an open book basis, the results of the mailing activity in the Scheme as detailed in the Application Form, no later than 3 months after the date of the final Scheme mailing.

5 7. CONFLICT 7.1 In the event of any conflict between the Agreement and the Main Agreement, the provisions of the Agreement shall prevail. 8. GENERAL 8.1 You shall not assign, sub-contract, novate or otherwise transfer the whole or any part of the Agreement without our prior written consent. 8.2 The Agreement and the documents referred to in the Agreement embody the entire understanding between the parties and there are no additional terms or obligations other than those contained herein. 8.3 The Agreement shall be deemed to have been made in England and shall be subject to English law. The parties agree to submit to the exclusive jurisdiction of the English Courts. 8.4 We perform the Services as an independent contractor. Nothing in this Agreement shall nor our performance of the Services shall create an association, partnership, joint venture, or relationship of principal and agent, or employer and employee, between you and us; and neither of the parties will have the right, power of authority (whether express or implied) to enter into or assume any duty, obligation or liability on behalf of the other party. 8.5 Nothing in the Agreement is intended to confer on any person any benefit or any right to enforce any term of it which that person would not have had but for the Agreements (Rights of Third Parties) Act If any clause or part of a clause of the Agreement shall be, or found by any authority or court of competent jurisdiction to be, invalid, illegal or unenforceable, such validity, illegality or unenforceability shall not effect the other clauses or parts of such clauses of the Agreement, all of which shall remain in full force and effect. Customer: Registered Number: Registered Address: Trading Address: Telephone: Prime Contact Name: (insert full company name) (insert address) (insert address) I confirm that I am duly authorized to enter into this agreement. Signed on behalf of the customer Name: Position: Date: