B-Trans Midlands TERMS AND CONDITIONS

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Application and entire agreement

1. 2. 3. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by B-Trans Midlands Ltd a company registered in England and Wales under number 13592870 whose registered

office is at Unit A3, Oxleasow Road, Redditch, B98 0RE (we or us or Service Provider) to the person buying

the services (you or Customer).

You are deemed to have accepted these Terms and Conditions when you accept our quotation or from

the date of any performance of the Services (whichever happens earlier) and these Terms and

Conditions and our quotation (the Contract) are the entire agreement between us.

You acknowledge that you have not relied on any statement, promise or representation made or given by or on

our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or

incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

4. 5. 6. A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.

The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

Words imparting the singular number shall include the plural and vice-versa.

Services

7. 8. 9. We warrant that we will use reasonable care and skill in our performance of the Services which will comply

with the quotation, including any specification in all material respects. We can make any changes to the

Services which are necessary to comply with any applicable law or safety requirement, and we will notify you

if this is necessary.

We take full responsibility for the goods after collecting them, if any mistake is made by our driver/courier in

the delivery process, we will take full responsibility.

We will use our reasonable endeavors to complete the performance of the Services within the time agreed or as

set out in the quotation; however, time shall not be of the essence in the performance of our obligations. All of

these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

Your obligations

10. You must obtain any permissions, consents, licenses or otherwise that we need and must give us with access to

any and all relevant information, materials, properties and any other matters which we need to provide the

Services.

11. If you do not comply with clause 10, we can terminate the Services.

12. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply

with the provisions of this section (Your obligations).

1Fees

13. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.

14. We allow 30 minutes free waiting time on every delivery address, thereafter £20.00 Fee for every hour begun.

14. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited

to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by

third parties and required by us for the performance of the Services, and c) the cost of any materials required

for the provision of the Services.

15. You must pay us for any additional services provided by us that are not specified in the quotation in accordance

with our then current, applicable daily rate in effect at the time of performance or such other rate as may be

agreed between us. The provisions of clause 14 also apply to these additional services.

16. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any

competent authority.

17. For suppliers; In the case of approaching our Customers/ Clients, We can charge up to a £950,000.00 single Fee

(depending on contract approached).

Cancellation and amendment

18. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not

started, within a period of 14 days from the date of the quotation, (unless the quotation has been withdrawn).

19. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.

20. If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use

reasonable endeavors to make any required changes and additional costs will be included in the Fees and

invoiced to you.

21. If you make a cancellation after the booking has been confirmed, we will charge a £25.00 Fee.

If you make a cancellation when the driver is already on-route to or arrived to the collection site, the full

sum of the original price is payable.

22. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances

beyond a party's control), we have to make any change in the Services or how they are provided, we will

notify you immediately. We will use reasonable endeavors to keep any such changes to a minimum.

Payment

23. We will invoice you for payment of the Fees either:

a. when we have completed the Services; or

b. on the invoice dates set out in the quotation.

24. You must pay the Fees due within 30 days of the date of our invoice or otherwise in accordance with any

credit terms agreed between us. Prices will be made by verbal or written agreement.

25. Time for payment shall be of the essence of the Agreement. Please note: We charge a 25% late payment fee after

30 days of an unpaid invoice.

26. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period

2set out above, we will charge you interest at the rate of 8% per annum above the base lending rate of the Bank

of England from time to time on the amount outstanding until payment is received in full.

27. All payments due under these Terms and Conditions must be made in full without any deduction or

withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against

the other in order to justify withholding payment of any such amount in whole or in part. Absolutely no

deductions or delays can be made on our invoices unless credit note provided by us.

28. If you do not pay within the period set out above, we can suspend any further provision of the Services or

confiscate/withhold any goods carried by our vehicles and cancel any future services which have been

ordered by, or otherwise arranged with, you. We reserve the right to enforce any outstanding amount in full

plus interest.

29. Receipts for payment will be issued by us only at your request.

30. All payments must be made in British Pounds unless otherwise agreed in writing between us.

Sub-Contracting and assignment

31. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our

rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our

obligations to any third party.

32. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other

manner with all or any of your rights or obligations under these Terms and Conditions.

Termination

14. We can terminate the provision of the Services immediately if you:

a. b. c. commit a material breach of your obligations under these Terms and Conditions; or

fail to make pay any amount due under the Contract on the due date for payment; or

are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or

take advantage of any other statutory provision for the relief of insolvent debtor; or

d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or

arrangement is made with its creditors; or

e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver,

manager, administrator or administrative receiver appointed in respect of your assets or undertakings or

any part of them, any documents are filed with the court for the appointment of an administrator in respect

of you, notice of intention to appoint an administrator is given by you or any of your directors or by a

qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a

resolution is passed or petition presented to any court for your winding up or for the granting of an

administration order in respect of you, or any proceedings are commenced relating to your insolvency or

possible insolvency.

Intellectual property

14. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in

connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or

prevent the infringement of such intellectual property rights.

3Liability and indemnity

15. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation

or otherwise, shall be limited as set out in this section.

16. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

17. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of

the Services or the performance of any of our other obligations under these Terms and Conditions or the

quotation for:

a. any indirect, special or consequential loss, damage, costs, or expenses or;

b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill;

business interruption; or, other third party claims; or

c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our

reasonable control; or

d. e. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or

any losses arising directly or indirectly from the choice of Services and how they will meet your

requirements or your use of the Services or any goods supplied in connection with the Services; or

f. any losses arising from loose of damaged goods.

18. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or

damage to any equipment (including that belonging to third parties) caused by you or your agents or

employees.

19. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused

by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be

unlawful to exclude or limit liability.

Data Protection

14. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the

ability to transfer, store or process personal data of employees of the Customer.

15. The parties agree that where such processing of personal data takes place, the Customer shall be the 'data

controller' and the Service Provider shall be the 'data processor' as defined in the General Data Protection

Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

16. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject'

shall have the same meaning as in the GDPR.

17. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply

the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall

not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal

Data for its own or for any third party's purposes.

18. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors,

agents, sub-contractors or advisors on a strict 'need-to-know' basis and only under the same (or more extensive)

conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or

regulations.

19. The Service Provider shall implement and maintain technical and organizational security measures as are

required to protect Personal Data Processed by the Service Provider on behalf of the Customer.

420. Further information about the Service Provider's approach to data protection are specified in its Data Protection

Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you

can email: info@b-transmidlands.com

Circumstances beyond a party's control

14. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results

from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited

to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental

action or any other event that is beyond the control of the party in question. If the delay continues for a period

of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and

Conditions.

Communications

15. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party

giving notice (or a duly authorized officer of that party).

16. Notices shall be deemed to have been duly given:

a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal

business hours of the recipient;

b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is

generated;

c. d. on the fifth business day following mailing, if mailed by national ordinary mail; or

on the tenth business day following mailing, if mailed by airmail.

17. All notices under these Terms and Conditions must be addressed to the most recent address, email address or

fax number notified to the other party.

No waiver

18. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any

other, right or remedy nor stop further exercise of any other right, or remedy.

Severance

19. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that

/ those provisions will be deemed severed from the remainder of these Terms and Conditions (which will

remain valid and enforceable).

Law and jurisdiction

20. This Agreement shall be governed by and interpreted according to the law of England and Wales and all

disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the

exclusive jurisdiction of the English and Welsh courts.

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