Dated 2018
ACTUA TRANSPORT LIMITED
TERMS AND CONDITIONS
These terms and conditions apply in respect of all work undertaken by Actua
Transport Limited, incorporated and registered in England and Wales with company
number 09225899 whose registered office is at Greenhalgh Works Ashley Street,
Princess Way, Burnley, Lancashire BB12 0BE (Actua Transport Ltd).
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF
CLAUSE 12 (LIMITATION OF LIABILITY).
- INTERPRETATION
1.1 THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN
THESE CONDITIONS.
1.2 Definitions:
Acceptance: the acceptance or deemed acceptance of the service booking by the
Customer.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when
banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance
with clause 6 (Charges and payment).
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with
clause 15.5.
Contract: the contract between Actua Transport Ltd and the Customer for the supply of
Services in accordance with these Conditions.
Controller, processor, data subject, personal data, personal data breach, processing
and appropriate technical measures: as defined in the Data Protection
Legislation.
Customer: the person or firm who purchases Services from Actua Transport Ltd.
Customer Default: has the meaning set out in clause 9.5.
Data Protection Legislation: the UK Data Protection Legislation and any other European
Union legislation relating to personal data and all other legislation and regulatory
requirements in force from time to time which apply to a party relating to the use of
personal data (including, without limitation, the privacy of electronic
communications); and the guidance and codes of practice issued by the relevant
data protection or supervisory authority and applicable to a party.
Deposit: a portion of the fee quoted on the Order which is sent by Actua Transport Ltd to the
Customer which has to be paid prior to the Commencement Date in order to confirm
booking.
Force Majeure Event: an event beyond reasonable control of a Party or the Parties
including but not limited to act of God, flood, drought, earthquake or other natural
disaster, epidemic or pandemic, strikes, lock-outs or other industrial disputes
(whether involving the workforce of Actua Transport Ltd or any other party), failure
of a utility service or transport network, war, riot, civil commotion, malicious
damage, compliance with any law or governmental order, rule regulation or
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direction, accident, breakdown of plant or machinery, fire, or default of suppliers or
subcontractors.
Operator: third party operator and the drivers who are subcontracted for and on behalf of
Actua Transport Ltd to perform the Services.
Order: the Customer’s order for Services as set out Actua Transport Ltd in the Customer’s
purchase order form, the Customer’s written acceptance of a quotation by Actua
Transport Ltd, or overleaf, as the case may be.
Services: the services, supplied by Actua Transport Ltd to the Customer as set out in the
Order.
Specification: the description or specification of the Services contained in the Order and
provided in writing by Actua Transport Ltd to the Customer.
UK Data Protection Legislation: all applicable data protection and privacy legislation in
force from time to time in the UK including the General Data Protection Regulation
((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic
Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and
the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as
amended.
1.3 INTERPRETATION:
(a) A reference to a statute or statutory provision is a reference to it as amended
or re-enacted. A reference to a statute or statutory provision includes all
subordinate legislation made under that statute or statutory provision.
(b) Any words following the terms including, include, in particular, for example
or any similar expression, shall be construed as illustrative and shall not limit
the sense of the words, description, definition, phrase or term preceding those
terms.
(c) A reference to writing or written includes fax and email. - BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Services in accordance
with these Conditions.
2.2 The Order shall only be deemed to be accepted when Actua Transport Ltd issues
written acceptance of the Deposit being paid by the Customer as specified in the
Order at which point and on which date the Contract shall come into existence
(Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by Actua Transport
Ltd, and any descriptions or illustrations contained in Actua Transport Ltd’s
catalogues or brochures, are issued or published for the sole purpose of giving an
approximate idea of the Services described in them. They shall not form part of the
Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the
Customer seeks to impose or incorporate, or which are implied by trade, custom,
practice or course of dealing.
2 - QUOTATIONS
3.1 Quotations are issued to the Customer either via email or phone before any booking
or confirmation of a booking takes place.
3.2 Any quotation given by Actua Transport Ltd is valid for a period of 7 days from its
date of issue.
3.3 Any quotation may be subject to change if the journey details or circumstances
change to the ones provided by the Customer at the initial enquiry stage.
3.4 Quotations will not include charges for journeys which require extra fees to be paid,
such as road-tolls or ferries as these fees are subject to the rate chargeable on the
day of the journey.
3.5 If the Customer has not confirmed the booking or paid the Deposit within the
provided 7 day period, Actua Transport Ltd reserves the right to vary the price at
which point the a new quote will be issued to the Customer upon request and the
previous quote automatically becomes void. - ACCEPTANCE
4.1 The Customer must accept the quotation within 7 days by following directions
contained in the email and pay the Deposit which will be specified in the Order.
4.2 The booking will only be accepted and confirmed once the Deposit is paid.
4.3 Payment of the Deposit implies acceptance of the Conditions of this Contract. - SUPPLY OF SERVICES
5.1 Actua Transport Ltd will supply a vehicle with a driver for the purpose of picking the
Customer and any passengers up and driving them to an end destination.
5.2 Actua Transport Ltd shall supply the Services to the Customer in accordance with
the Specification in all material respects.
5.3 Actua Transport Ltd reserves the right to amend the Specification if necessary to
comply with any applicable law or regulatory requirement, or if the amendment will
not materially affect the nature or quality of the Services and Actua Transport Ltd
shall notify the Customer in any such event.
5.4 Actua Transport Ltd warrants to the Customer that the Services will be provided
using reasonable care and skill. - CHARGES AND PAYMENT
6.1 Actua Transport Ltd cannot guarantee a booking until the Deposit has been paid in
accordance with the Quotation sent to the Customer via email or provided over the
phone.
6.2 The Customer can pay the Deposit and/or the entire amount of the invoice for the
Services either with a debit card or bank transfer without incurring extra charge. Any
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other methods of payment such as credit cards or PayPal may incur a surcharge
and the Customer is advised to observe the information provided at the time of
payment.
6.3 Actua Transport Ltd shall invoice the Customer in advance of commencement of
the Services.
6.4 The Deposit contained in the Order must be paid by the Customer in advance and
is not refundable.
6.5 The Customer shall pay each invoice submitted by Actua Transport Ltd:
(a) within 7 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by Actua
Transport Ltd;
6.6 If payment in advance is impossible or impracticable for whatever reason, the
Customer shall pay cash to the Operator for all the Services provided throughout
the duration of the journey.
6.7 The Customer may be charged for extra waiting time, drop offs/pick ups, changes to
the route or similar requests. The charge for such Services will be calculated at the
Operator’s rate. The Customer should agree a fee with the driver and pay for the
extra service prior to the start of the journey, if possible.
6.8 Journeys to and from the airport may be subject to airport charges which will be the
Customer’s responsibility to pay.
6.9 The Customer will be liable to pay any ferry, road-toll, admission or parking charges
related to the Services.
6.10 Time for payment shall be of the essence of the Contract.
6.11 It is outside of Actua Transport Ltd’s regular practice to provide external booking
services such as hotels, entertainment or park booking. Where such external
bookings are essential to the journey, the Customer is requested to discuss the
details and a fee for the extra service with Actua Transport Ltd in advance of
booking.
6.12 All amounts payable by the Customer under the Contract are exclusive of amounts
in respect of value added tax chargeable from time to time (VAT). Where any
taxable supply for VAT purposes is made under the Contract by Actua Transport
Ltd to the Customer, the Customer shall, on receipt of a valid VAT invoice from
Actua Transport Ltd, pay to Actua Transport Ltd such additional amounts in respect
of VAT as are chargeable on the supply of the Services at the same time as
payment is due for the supply of the Services.
6.13 If the Customer fails to make a payment due to Actua Transport Ltd under the
Contract by the due date, then, without limiting Actua Transport Ltd’s remedies
under clause 10, 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
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under this clause 6.13 will accrue each day at 4% a year above the Bank of
England’s base rate from time to time, but at 4% a year for any period when that
base rate is below 0%.
6.14 All amounts due under the Contract shall be paid in full without any set-off,
counterclaim, deduction or withholding (other than any deduction or withholding of
tax as required by law). - BOOKING AMENDMENTS
7.1 The Customer and the Operator can agree any extra drop-offs, changes to the
routes or waiting times on the day of the journey.
7.2 Where the Operator agrees to vary any part of the journey, the Customer may be
liable to pay a fee which the driver will specify.
7.3 The Operator will have the absolute discretion to accept or refuse the Customer’s
request to vary the Order. - DELAYS, WAITING TIMES AND DRIVER’S REST TIMES
8.1 The Operator’s regular waiting time for late Customers is 30 minutes however this
should always be clarified with the driver prior to the journey.
8.2 The Customer should always inform the Operator and Actua Transport Ltd if extra
waiting time will be needed during the journey.
8.3 The Customer acknowledges that the driver’s hours of operation are regulated by
law and takes full responsibility to ensure that the times agreed are observed,
allowing the driver to comply with their legal requirements.
8.4 Actua Transport Ltd cannot be held liable and does not offer compensation for
inconvenience or any loss due to delays caused by the Customer being late, vehicle
breakdown, traffic congestion, road conditions, actions needed to comply with the
law, Force Majeure Event or any other circumstances which fall beyond the control
of the company.
8.5 Actua Transport Ltd strongly suggests that the Customer obtains insurance against
the risk of delays, especially if the journey has strict timescales or the end
destination must be reached by a specific time. - CUSTOMER’S OBLIGATIONS AND CONDUCT
9.1 Actua Transport Ltd operates a zero tolerance policy in respect of drugs, abuse
and/or violence which means the Operator of the Services may, using their absolute
discretion, refuse to start, carry on or complete the Service at any given point.
9.2 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in the
Specification are complete and accurate;
(b) co-operate with Actua Transport Ltd in all matters relating to the Services;
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(c) provide Actua Transport Ltd, its employees, agents, consultants and
subcontractors, with access to the Customer’s premises and other facilities as
reasonably required by Actua Transport Ltd;
(d) provide Actua Transport Ltd with such information and materials as Actua
Transport Ltd may reasonably require in order to supply the Services, and
ensure that such information is complete and accurate in all material respects;
9.3 The Customer shall not:
(a) bully, harass or intimidate the Operator or any other individual in the vehicle at
any given time;
(b) smoke tobacco or any other substance or use electronic cigarettes in the
vehicle at any given time;
(c) consume or take on board any alcohol without firstly obtaining permission
from the booking office or the Operator at the beginning of the journey (the
Operator will have the absolute discretion to allow or refuse this request);
(d) bring animals on board without firstly obtaining permission from the booking
office or the Operator at the beginning of the journey (the Operator will have
the absolute discretion to allow or refuse this request);
(e) temporarily or permanently leave any personal items, belongings or luggage
in the vehicle unattended without the prior consent of the Operator (the
Operator will have the absolute discretion to allow or refuse this request);
(f) soil or damage the interior or the exterior of the vehicle in any way.
9.4 Any damage caused to the vehicle by the Customer or any of the passengers will
be the Customer’s sole responsibility for which the Operator or Actua Transport Ltd
will have the right to claim compensation for.
9.5 If Actua Transport Ltd’s performance of any of its obligations under the 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, Actua
Transport Ltd or the Operator 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 Actua Transport Ltd’s or the Operator’s performance of any of its
obligations;
(b) Actua Transport Ltd shall not be liable for any costs or losses sustained or
incurred by the Customer arising directly or indirectly from Actua Transport
Ltd’s failure or delay to perform any of its obligations as set out in this clause
9.5; and
(c) the Customer shall reimburse Actua Transport Ltd on written demand for any
costs or losses sustained or incurred by Actua Transport Ltd arising directly or
indirectly from the Customer Default.
6 - CANCELLATION
10.1 Without affecting any other right or remedy available to it, either party may terminate
the Contract by giving the other party 7 days’ written notice.
10.2 The Customer will be entitled to a partial refund for Orders cancelled in accordance
with clause 10.1.
10.3 No refund will be issued if the Customer cancels the Order 2 days before the start of
Services.
10.4 Without affecting any other right or remedy available to it, Actua Transport Ltd may
terminate the Contract with immediate effect without giving notice to the Customer
if:
(a) the Customer fails to pay any amount due under the Contract on the due date
for payment; or
(b) the Customer advises that the Order will be pre-paid for but fails to make
payment before or on the date agreed. - CONSEQUENCES OF CANCELLATION
11.1 On cancellation of the Contract the Customer shall immediately pay all of Actua
Transport Ltd’s outstanding or unpaid invoices and interest and, in respect of
Services supplied but for which no invoice has been submitted, Actua Transport Ltd
shall submit an invoice, which shall be payable by the Customer immediately on
receipt.
11.2 Actua Transport Ltd may refund a percentage of the entire sum paid in cases where
the Customer has paid a full price for the Services but cancels prior to the
commencement of them. The refundable percentage will depend on the timing of
the cancellation.
11.3 Cancellation or expiry of the Contract shall not affect any rights, remedies,
obligations or liabilities of the parties that have accrued up to the date of
cancellation or expiry, including the right to claim damages in respect of any breach
of the Contract which existed at or before the date of cancellation or expiry.
11.4 Any provision of the Contract that expressly or by implication is intended to come
into or continue in force on or after cancellation or expiry of the Contract shall
remain in full force and effect. - LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS
PARTICULARLY DRAWN TO THIS CLAUSE.
12.1 Actua Transport Ltd has obtained insurance covers in respect of its own legal
liability for individual claims not exceeding:
(a) £250,000.00 per claim for personal injury or financial loss arising from
misadvice; and
(b) £2,000,000 per claim for negligence.
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The limits and exclusions in this clause reflect the insurance covers Actua Transport Ltd
has been able to arrange and the Customer is responsible for making its own
arrangements for the insurance of any excess loss.
12.2 Nothing in the Contract limits any liability which cannot legally be limited, including
but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services
Act 1982 (title and quiet possession).
12.3 Subject to clause 12.2, Actua Transport Ltd’s total liability to the Customer shall not
exceed:
(a) £250,000.00 per claim for personal injury or financial loss arising from
misadvice; or
(b) £2,000,000 per claim for negligence.
Actua Transport Ltd’s total liability includes liability in contract, tort (including negligence),
breach of statutory duty, or otherwise, arising under or in connection with the
Contract.
12.4 This clause 12.4 UPDATE FCsets out specific heads of excluded loss :
(a) Subject to clause 12.2, the types of loss listed in clause 12.4(b) are wholly
excluded by Actua Transport Ltd
(b) The following types of loss are wholly excluded:
(i) Loss of profits;
(ii) Loss of sales or business;
(iii) Loss of agreements or contracts;
(iv) Loss of anticipated savings;
(v) Loss of use or corruption of software, data or information;
(vi) Loss of or damage to goodwill;
(vii) Indirect or consequential loss;
12.5 Unless the Customer notifies Actua Transport Ltd that it intends to make a claim in
respect of an event within the notice period, Actua Transport Ltd shall have no
liability for that event. The notice period for an event shall start on the day on which
the Customer became, or ought reasonably to have become, aware of the event
having occurred and shall expire 6 months from that date. The notice must be in
writing and must identify the event and the grounds for the claim in reasonable
detail.
12.6 This clause 12 shall survive cancellation of the Contract.
8 - COMPLAINTS
13.1 Any complaints in respect of Services received must be made in writing and sent
directly to Actua Transport Ltd at info@actuatransport.co.uk within 10 Business
Days from the date of the Services having been provided.
13.2 All complaints will be dealt with in accordance with the Actua Transport Ltd
complaints procedure, within 5 clear Business Days of receipt of the written
complaint. - DATA PROTECTION
14.1 Both parties will comply with all applicable requirements of the Data Protection
Legislation. This clause 14 is in addition to, and does not relieve, remove or
replace, a party’s obligations or rights under the Data Protection Legislation. In this
clause 14, Applicable Laws means (for so long as and to the extent that they apply
to Actua Transport Ltd) the law of the European Union, the law of any member state
of the European Union and/or Domestic UK Law; and Domestic UK Law means
the Data Protection Legislation from time to time in force in the UK and any other
law that applies in the UK.
14.2 The parties acknowledge that for the purposes of the Data Protection Legislation,
the customer is the Controller and Actua Transport Ltd is the processor. - GENERAL
15.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay
in performing, or failure to perform, any of its obligations under the Contract if such
delay or failure result from a Force Majeure Event, circumstances or causes beyond
its reasonable control.
15.2 Assignment and other dealings.
(a) Actua Transport Ltd may at any time assign, subcontract, delegate, or deal in
any other manner with any or all of its rights and obligations under the
Contract.
(b) The Customer shall not assign, transfer, subcontract, delegate, or deal in any
other manner with any of its rights and obligations under the Contract.
15.3 Confidentiality.
(a) Each party undertakes that it shall not at any time disclose to any person any
confidential information concerning the business, affairs, customers, clients or
suppliers of the other party, except as permitted by clause 15.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers
who need to know such information for the purposes of carrying out the
party’s obligations under the Contract. Each party shall ensure that its
employees, officers, representatives, subcontractors or advisers to
whom it discloses the other party’s confidential information comply with
this clause 15.3; and
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(ii) as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any
purpose other than to perform its obligations under the Contract.
15.4 Entire agreement.
(a) The Contract 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.
(b) Each party acknowledges that in entering into the Contract it does not rely on,
and 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 Contract. Each party agrees that it shall have no claim for innocent
or negligent misrepresentation or negligent misstatement based on any
statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
15.5 Variation. Except as set out in these Conditions, no variation of the Contract shall
be effective unless it is in writing and signed by the parties (or their authorised
representatives).
15.6 Waiver. A waiver of any right or remedy under the Contract or by law is only
effective if given in writing and shall not be deemed a waiver of any subsequent
right or remedy. A failure or delay by a party to exercise any right or remedy
provided under the Contract or by law shall not constitute a waiver of that or any
other right or remedy, nor shall it prevent or restrict any further exercise of that or
any other right or remedy. No single or partial exercise of any right or remedy
provided under the Contract or by law shall prevent or restrict the further exercise of
that or any other right or remedy.
15.7 Severance. If any provision or part-provision of the Contract 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 the Contract.
15.8 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any
rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the
consent of any other person.
15.9 Governing law. The Contract, and any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with it or its subject matter or
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formation shall be governed by, and construed in accordance with the law of
England and Wales.
15.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales
shall have exclusive jurisdiction to settle any dispute or claim (including
non-contractual disputes or claims) arising out of or in connection with the Contract
or its subject matter or formation.
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0800 0355 342
