INTERPRETATION

Definitions 

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 by the Supplier, as set out in the Contract Details and CHARGES AND EXPENSES 

Conditions:  these terms and conditions set out in Clause 1 (Interpretation) to Clause 9 (General) (inclusive). 

Contract: the contract between the Customer and the Supplier for the supply of the Services in accordance with the Proposal, Estimate, Quote, Contract Details, the Supplier Policies, these Conditions and any Schedules. 

Customer Materials:  all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier. 

Deliverables:  all documents, products and materials developed by the Supplier or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts) as set out in the Contract Details. 

Intellectual Property Rights:  patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how [and trade secrets]) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. 

Services:  the services, including without limitation any Deliverables, to be provided by the Supplier pursuant to the Contract, as described in the Customer Proposal or Quote. 

Operator: member(s) of the BluSkills team who are delivering the Services to the Customer. 

Proposal: the outline of services to be delivered by the Supplier and received by the Customer. 

Principal: the lead recipient or focus of the services 

Estimate: the document which estimates the Charges for the supply of service by the Supplier and payable by the Customer which is subject to or likely to change. 

Quote: the document which outlines the Standard Charges for the supply of Services to the Customer. This may or may not include Additional Charges and Call out Charges. 

Service Delivery Period: The time period over which the Services are delivered to the Customer by the Supplier and the Operator 

Services Start Date:  the day on which the Supplier is to start provision of the Services. 

Supplier IPRs:  all Intellectual Property Rights subsisting in the Deliverables excluding any Customer Materials incorporated in them. 

Supplier Policies: the Supplier’s business policies set out in Supplier Policies as amended by notification to the Supplier from time to time.  

SUPPLIER POLICIES 

Interpretation

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision. 

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. 

A reference to writing or written includes email.

These standard terms should be read and acknowledged. They will apply unless superseded by a specific supply of services agreement or specifically varied in writing by BluSkills. Together with your Proposal and Quote these form the Contract. 

Your continuing instructions will amount to an acceptance of these terms of business. However we reserve the right to not commence work until one signed copy has been signed and returned to us.  

BluSkills aim to provide its customers with a high standard of service conducted with reasonable skill and care operating in compliance with law and legislation. These terms outline the way in which we aim to deliver our services to you the Customer.  

The normal hours of business at our offices are Monday to Friday, 09:00 until 17:00. Messages can be left by email, voicemail or alternatively you may have been appointed an emergency contact number for out of hours periods. 

BluSkills shall supply the Services to the Customer from the agreed Services start date in accordance with your Proposal, Estimate or Quote. 

In supplying the Services, we shall: 

• perform the Services with reasonable care and skill; 

• use reasonable endeavours to perform the Services in accordance with the service description set out in your Proposal; 

• ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose; 

• comply with: 

1. all applicable laws, statutes and regulations from time to time in force; and 

2. the Supplier Policies, 

provided that the Supplier shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract. 

• observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer’s premises and have been communicated to the Supplier, provided that the Supplier shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract; and 

• take reasonable care of all Customer Materials in its possession and make them available for collection by the Customer on reasonable notice and request, always provided that the Supplier may destroy the Customer Materials if the Customer fails to collect the Customer Materials within a reasonable period after termination of the Contract. 

 Service Delivery Period - Chauffeur | Security Chauffeur | Close Protection 

Unless otherwise notified, the Service Delivery Period commences 30 minutes prior to a requested task time and ends as soon as the Customer’s requirements have ended. This enables the operator to thoroughly inspect vehicles and prepare them for task, to ensure task records are maintained accurately and to ensure a high standard of service and safety. In periods of increased threat these periods may need to be increased to allow for more thorough safety checks. 

Operators are available for Service Delivery as requested and confirmed in advance by BluSkills or during any periods of being on call, standby or waiting and this time will form part of the Services. Operators should be notified by the Customer whenever they are “stood down” as no longer required to be available for Service Delivery. 

Breaks and safety 

The Customer and Principal recognises the need for regular rest periods which may be requested by the Operator in order to maintain operational effectiveness and in order to ensure the safety of the Customer, Principal and Operator. 

The Customer recognises and agrees to adhere to the legal requirement to wear seatbelts while travelling in the vehicle and that each occupant of the vehicle must occupy a seat with a seatbelt for that seat. Should the BluSkills operator deem travel unsafe and unlawful they reserve the right to refuse travel and the Customer will be deemed in breach of the customer obligations clause of this contract. 

Vehicles and Motor Insurance 

Where BluSkills operators will operate the Customer’s vehicle(s) It is the Customer’s responsibility to ensure that:  

• any vehicles supplied to BluSkills by the customer for use are roadworthy and comply with all legal requirements in accordance with the regions in which they are to be operated. Should a vehicle be unroadworthy the operator will be unable to use it for the Services and cancellation fees will apply;  

• the operator(s) is fully insured as a named driver under a comprehensive motor insurance policy covering any of the vehicles required to be driven by the operator(s). BluSkills will provide details of the operator(s)’s driving licence to the Customer for the purpose of the Customer obtaining motor insurance; and 

• a copy of the insurance policy must be submitted to BluSkills prior to the Services Start Date. 

Quality Assurance 

In delivering security services, where applicable, BluSkills will ensure all operators:  

• hold the correct, valid, in date Security Industry Authority (SIA) license for the respective service; 

• hold a valid UK driving licence and have passed a Disclosure and Barring Service check; 

• have had references checked to ensure they have a proven track record of delivering high quality services to businesses and executive, high net worth individuals and high ranking officials; 

• enter into legally binding agreements ensuring compliance with the Supplier Policies and confidentiality undertakings. 

Risk Based Approach 

Service recommendations will be made by BluSkills that are appropriate to the level of threat assessed by BluSkills and its operators. In circumstances where the level of threat is assessed to increase, additional measures may be required to ensure an effective level of protection is maintained. This may involve greater planning and/or more work carried out in advance of tasks. Additional hours, schemes and increased manpower will be notified to the Customer in advance wherever practicable and will be invoiced to the Customer in accordance with the Charges. 

Limitations of Service 

BluSkills security chauffeur service is a low profile security aware service designed to facilitate your schedule and increase your security and provide guidance on the move, our service and it’s operators are able to provide cover only during the agreed service periods. Operators cannot ensure safety of the Customer when they are not co-located with the Customer, such as when in meetings or hotels and cannot guarantee the security of venues and locations. 

At BluSkills’ discretion, or in the event of injury, illness or unavailability of your operator(s), BluSkills may provide a replacement operator to deliver the Services. BluSkills will ensure that any replacement operator is trained to the same level and is given a comprehensive briefing of the needs and particular details of your Contract. BluSkills will notify you of its intention to use a replacement operator as soon as reasonably practicable. 

BluSkills cannot be held liable for any harm that arises from undisclosed threats and conditions. The Customer must ensure the information provided in the Customer Declaration is accurate and complete in all material respects and must notify BluSkills immediately if any of the information changes or new information comes to light. 

Equipment 

BluSkills strongly recommends all Customers consider having emergency equipment in the vehicle to be used for the Services due to the length of time spent in the vehicle. This includes an AED (automated external defibrillator), jump leads, towing equipment, fire extinguisher and high visibility vests. A full list of advised equipment can be supplied by BluSkills.  

Operators carry personal medical equipment as a minimum including equipment to treat minor injuries, maintain airways and treat trauma appropriate to the level and currency of their training. 

Should the Customer required BluSkills to procure such equipment on its behalf, an administrative fee of 10% of the cost will apply. 

The Standard Charges, Additional Charges and Call Out Charges shall be paid in accordance with the invoicing arrangements. Where minimum time commitments apply to services, you will be made aware of this in your proposal, estimate or quote. 

Detailed records of Service Delivery Periods and vehicle mileages are kept by BluSkills and can by supplied to the Customer on request. 

Standard Charges 

Service time is billed by the hour in half hourly increments, rounded to the nearest half hour, or as agreed in your service quote. Hours performed during Bank Holiday periods (other than Christmas and New Year) shall be invoiced at one and a half times the normal rate. Hours performed during Christmas and New Year shall be invoiced at three times the normal rate. 

Where charges for travel to and from your home or business location apply you will be notified in your service quote. 

Operators retained away from base locations with Customer(s) and not used will be charged for at a rate of 8 hours in any 24 hour period.  

Additional Charges 

Should additional hours be agreed with the Customer as a result of an increase in threat level, additional tasking or service overrun, such time shall be invoiced at the agreed rate.  

Additional charges will apply unless otherwise agreed, where operators are required to travel to locations other than the Customer’s home or office location to deliver the Services.  

Call Out Charges and Cancellation 

Taskings and details can be cancelled free of charge with 2 working days’ notice, prior to the service start date. For services such as close protection, the service start date begins on the day that labour is required and includes reconnaissance periods.  

See the below table for refund policy:

• 2+ Business Days - 100% of service fee 

• 1 to 2 Business Days - 50% of service fee 

• Less than 1 Business Day - 0% of service fee 

Expenses 

Unless otherwise specified, if an Operator is required to stay away overnight, the expenses incurred are chargeable to the Customer. Accommodation can either be booked by the Customer or by BluSkills. Accommodation should be of an acceptable standard, equivalent to a Premier Inn or Travelodge.  

Operators will be entitled to claim a maximum of £35 per day for meals. Should the Operator be required to purchase any items necessary to fulfil the role while on task, for which prior notice has not been given, the Customer is liable for the costs incurred. All Customer expenses, including but not limited to fuel, parking, toll and congestion charges, newspapers, drinks, food and comfort items are payable by the Customer. If BluSkills or the Operator makes payment for such expenses, an administrative fee of 5% will apply. Full records will be kept and submitted to the Customer. 

All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable). 

Unless otherwise agreed in writing, the Customer shall pay all Charges in full, in advance of the Services start date. Failure to satisfy charges in advance will result in cancellation of the Services. 

Where credit terms have been extended to the Customer and the Customer fails to make any payment due to the Supplier by the due date for payment, then, without limiting the Supplier’s remedies under Section 11 (Termination), 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 under this clause will accrue each day at 4% a year above the Bank of England base rate from time to time, but at 4% a year for any period when that base rate is below 0%. The Supplier may suspend all Services until payment has been made in full or all amounts due from the Customer to the Supplier shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 

The Customer will be notified of all Charges payable by invoice. Payments can be made by electronic transfer (BACS) and card payment. 

If the Customer has any query relating to an invoice, this should be raised with BluSkills at the earliest opportunity and in any event, within 5 working days of receiving the invoice. 

The Customer shall: 

• co-operate with the Supplier in all matters relating to the Services; 

• provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner, access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by the Supplier; 

• provide, in a timely manner, such information as the Supplier may reasonably require (including, but not limited to the Customer Declaration included at (Schedule 14), and ensure that it is accurate and complete in all material respects; 

• refrain from partaking in any illegal activity during the Service Delivery Period (as defined in Schedule 1); and 

• comply with its disclosure obligations under Schedule 14. 

 The Customer shall not approach any of the Supplier’s agents, subcontractors, consultants and employees directly or indirectly for the purpose of engaging such person(s) to work for or on behalf of the Customer in any capacity without prior written agreement of the Supplier. Should any of the Supplier’s agents, subcontractors, consultants or employees become engaged directly or indirectly by the Customer, the Supplier reserves the right to charge a fee equivalent to 25% of the agent’s, subcontractor’s, consultant’s or employee’s annual contract fee by way of an introduction fee and to mitigate the Supplier’s cost of replacement of such person(s). 

If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall: 

• not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay; 

• be entitled to payment of the Charges despite any such prevention or delay; and 

• be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay. 

The Supplier and its licensors shall retain ownership of all Supplier IPRs.  

The Customer shall retain ownership of all Intellectual Property Rights in the Customer Materials. The Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy the Supplier IPRs for the purpose of receiving and using the Services and the Deliverables in the Customer’s business during the term of the Contract.  

The Customer grants the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer in accordance with the Contract. 

The Supplier has public liability cover up to £5 million and Employer Liability cover of £10 million. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss. 

Nothing in the Contract limits any liability which cannot legally be limited, including liability for: 

• death or personal injury caused by negligence; 

• fraud or fraudulent misrepresentation; and 

• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession). 

Subject to above, the Supplier’s total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the cap. 

• The cap is the greater of £1000 and FIFTY per cent (50%) of the total charges in the contract year in which the breaches occurred.  

• A contract year means a 12-month period commencing with the date of the Contract or any anniversary of it; 

• The total charges means all sums paid by the Customer and all sums payable under the Contract in respect of goods and services actually supplied by the Supplier, whether or not invoiced to the Customer; and 

• The Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract. 

This Clause sets out specific heads of excluded loss. The following types of loss are wholly excluded by the parties: 

• Loss of profits. 

• Loss of sales or business. 

• Loss of agreements or contracts. 

• Loss of anticipated savings. 

• Loss of use or corruption of software, data or information. 

• Loss of or damage to goodwill. 

• Indirect or consequential loss. 

• Any losses arising as a result of a Customer failing to implement service recommendations or to comply with the terms of the Customer Declaration at Schedule 14. 

The Supplier has given commitments as to compliance of the Services with relevant specifications in Clause 14. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. 

Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier 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 28 days from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail. 

Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if: 

• the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so; 

• the other party takes any step or action in connection with its 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; 

• the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or 

• the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 

Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment; or On termination of the Contract for whatever reason: 

• the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt; 

• any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect; and 

• termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination. 

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 events, circumstances or causes beyond its reasonable control. 

Assignment and other dealings. The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier’s prior written consent. 

The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract. 

Confidentiality. 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 this Clause. 

Each party may disclose the other party’s confidential information: 

• 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; and 

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

Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract. 

Entire agreement. 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 based on any statement in the Contract. 

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

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. 

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. 

Notices. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to [email protected]. 

Any notice shall be deemed to have been received: 

• if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 

• if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the Business Day after posting or at the time recorded by the delivery service; and 

• if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.  

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

Third party rights. 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. 

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 formation, shall be governed by, and construed in accordance with the law of England and Wales. 

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. 

The following Supplier Policies are available by request: 

• Code of Conduct 

• Complaints 

• Data protection 

• Disciplinary 

• Equality and Diversity 

• Bullying and Harassment 

• Quality Assurance 

• Whistleblowing 

The Customer warrants that all information set out in this Schedule 14 is accurate and complete in all material respects and undertakes to notify BluSkills immediately if there are any changes to any of the information set out in this Schedule 14. 

In respect of each person to be protected under the Services or travel in a vehicle on task as part of the Services, the following conditions, facts, information is hereby declared: 

Medical Conditions, Prescribed Medicines & Allergies 

The Customer acknowledges that there are no known medical conditions that have not been disclosed to BluSkills  

or the Customer waives disclosure of these acknowledging the risks associated and limitations of BluSkills in accordance with the BluSkills Medical Disclosure guidance. 

Security Risks 

The Customer acknowledges that they have disclosed all known potential and actual security threats to BluSkills during the initial risk assessment meeting. The Customer accepts that failure to disclose any potential or actual threats places our operators at risk, the Customer at risk and reduces the ability of or prevents BluSkills operators from being able to provide adequate protection. 

Compliance with Law 

The Customer acknowledges that he or she has no criminal convictions that have not been disclosed to BluSkills. 

The Customer acknowledges that any failure by them (or any person(s) with the Customer when the Services are being provided) to comply with law places our operators at risk, the Customer at risk and reduces the ability of or prevents BluSkills operators from being able to provide adequate protection.  

BluSkills reserves the right to terminate the Services should the Customer or any person(s) with the Customer when the Services are being provided partake in any unlawful behaviour. In such circumstances, full cancellation charges will apply and the Customer will be deemed in breach of the customer obligations clause of this contract. BluSkills shall also be entitled to recover any additional costs, charges or losses BluSkills sustains or incurs that arise directly or indirectly from such unlawful behaviour.