Terms and Conditions
SERVICES AGREEMENT — TERMS AND CONDITIONS
Version 2.0, dated 30 June 2026
PARTIES:
Dispatch Ltd TA Parallel Purchasing (registration no. 12639946) whose principal place of business is at 11 Station Road, Balsall Common, Coventry, CV7 7FN ("The Provider", "We", "Us", or "Our"); AND THE CUSTOMER as set out on the applicable Services Agreement ("The Customer", "You", "Your"), each a "party" and collectively the "parties".
BACKGROUND:
(A) We are a provider of tendering, contract support and other related services.
(B) You wish to be provided with our Services.
(C) The parties have agreed that the terms and conditions set out in the applicable Services Agreement ("the Agreement") and in this document will apply to the supply of the Services by Us to You.
IT IS AGREED AS FOLLOWS:
1. Confidential Information
1.1 Neither of us shall without the prior written consent of the other party (during and after termination of this Agreement) use (other than in the performance of this Agreement) or disclose to any other person any Confidential Information of the other party, except that any obligations contained in this clause shall not prevent any disclosure of Confidential Information which is required (though only to the extent required) by law, court order or any legal or regulatory authority, which is required to comply with the rules of any relevant stock exchange, or disclosure to a party's professional advisors, acting in their capacity as such.
1.2 The Customer acknowledges and agrees that the Provider may collect and develop statistics and generate product and service specific information from the Customer information to be made available to users of the Provider's services. Other than expressly set out in this clause the Provider agrees that it shall not disclose, whether directly or indirectly, to any third party any such customer information, provided always that this restriction shall not prevent the disclosure or use by the Provider of any information which is or hereafter, through no fault of the Provider, becomes public knowledge or to the extent permitted by law.
2. Liability
2.1 Subject to clauses 2.2 and 2.3, each party undertakes fully and effectively to indemnify and keep indemnified at all times the other party against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid, directly or indirectly in respect of any breach by the other party of any of the provisions of this Agreement.
2.2 The Provider's total aggregate liability to the Customer arising under or in connection with this Agreement and any Variation Agreement (whether in contract, tort (including negligence), breach of statutory duty, indemnity, or otherwise) shall be limited to the higher of (a) £100,000 or (b) the total fees and rebates actually received by the Provider in connection with this Agreement and any Variation Agreement in the 12 months immediately preceding the event giving rise to the claim. Nothing in this Agreement excludes or limits the Provider's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be excluded or limited under English law.
2.3 The Provider's role is to identify, evaluate, and present supplier options to the Customer. The final decision to award business to any supplier rests with the Customer. The Provider is not liable for the acts, omissions, performance, financial solvency, or commercial conduct of any supplier introduced, recommended, or awarded business under this Agreement, save where the Provider has been grossly negligent in conducting reasonable due diligence in the supplier evaluation process.
3. Term and Termination
3.1 This Agreement shall take effect from the Start Date and shall continue for the Initial Period (both as specified in the Agreement) and thereafter renew automatically for successive terms of 12 months each (each a "Renewal Term") unless and until terminated by either party giving the other not less than 90 days' written notice to that effect (such notice to expire at the end of the Initial Period or any subsequent Renewal Term only).
3.2 Notwithstanding any other provisions herein contained, and without prejudice to any other rights such party serving notice may have, either party may forthwith terminate this Agreement by written notice to the other if any of the following events shall occur: (i) if the other party commits any breach of the terms or conditions of this Agreement including the terms, conditions and provisions of any schedule attached or adopted hereto and fails to remedy such breach (or in so far as such breach is not capable of remedy to furnish adequate compensation therefore) within (30) thirty days after receiving written notice from the party requiring it so to do; or (ii) if the other party becomes bankrupt or compounds or makes any arrangement with or for the benefit of its creditors or (being a private limited or a public limited company or equivalent organisation) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bona fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if any distress or execution shall be threatened or levied upon any equipment and/or software or other property of the party entitled to serve notice hereunder or if the other party is unable to pay its debts in accordance with the law relating to this Agreement.
3.3 Termination of this Agreement shall be without prejudice to any accrued rights of either party and shall not affect obligations which are expressed not to be affected by expiry or termination hereof.
4. Fees and Charges
4.1 The fees set out in the Agreement will be collected from the managed suppliers by way of a rebate for the full term of the Agreement. The Customer will mandate this arrangement with the individual suppliers. All rebate percentages and amounts specified in the Agreement and any Variation Agreement are exclusive of VAT. Where the Provider is registered for VAT, the Provider will invoice the supplier (or, in the fallback scenario under the Services Agreement, the Customer) for VAT in addition to the rebate amount at the prevailing rate.
4.2 The Customer agrees as condition of the tender process, the Customer will select supplier/s from a supplier list nominated by the Provider which may include both new and existing suppliers. Following the tender process, the Customer must spend a minimum of 95% of the category spend with supplier/s nominated by the Provider, excluding any spend directed by the Customer's immediate or ultimate parent company under a group purchasing arrangement.
4.3 The fees set out in the Agreement will be applied to any supply arrangements made by the Customer directly with suppliers within the managed categories for the full term of the Agreement. If the Customer receives any direct offers from a supplier within a managed category, at any stage of the tender process, the Customer will refer that offer to the Provider for inclusion in the tender process.
4.4 Where any supplier within a managed category notifies the Customer of a proposed price increase, the Customer will refer that notification to the Provider before accepting any increase. The Provider will review the proposed increase, negotiate with the supplier on the Customer's behalf where appropriate, and may conduct a market test or re-tender to verify whether the increase is consistent with market conditions. Any agreed increase will be confirmed in writing by the Provider. The rebate percentage stated in any Variation Agreement continues to apply to the revised invoiced value and is not reduced by the agreed price increase.
4.5 The Customer will provide the Provider with reasonable access to purchase invoice data, supplier statements, and accounting system records as required for the Provider to perform the Services, including the calculation and verification of rebates. Where the Customer's accounting system supports API access, the Customer will permit the Provider to integrate with that system on a read-only basis subject to appropriate authentication and security controls.
4.6 The baseline price for each product within a managed category is the most recent unit price paid by the Customer to the original supplier at the Scope Date for that category, calculated per SKU from the Customer's purchase invoices. The "Scope Date" for a category is the Start Date of this Agreement where the category was included in the Services Agreement at signature, or the date of the Customer's written notice adding the category where it was added subsequently. Where the most recent invoice at the Scope Date contains a price that is materially unrepresentative due to a one-off promotional rate or one-off price spike, the most recent representative price agreed in writing between the parties applies.
4.7 The Total Parallel Rebate specified in any Variation Agreement will be applied to all purchases from the awarded supplier(s) for the duration of supply and is collected directly by the Provider from the awarded supplier(s). The rebate percentage is fixed for the duration of supply and is not affected by subsequent supplier price changes. Where the Provider negotiates a price increase, the rebate percentage continues to apply to the new invoiced value.
4.8 Payment terms.
(a) Rebates due from suppliers shall be calculated on the invoiced value of the prior calendar month's supply and paid to the Provider within 30 days of the end of each month.
(b) Where the rebate is collected via the fallback mechanism under the Services Agreement, the Customer shall pay the rebate to the Provider on the same monthly basis, calculated on the invoiced value of the prior calendar month's supply and paid within 30 days of the end of each month.
(c) Any rebate or fallback payment not received within the period specified above shall accrue interest at 8% per annum above the Bank of England base rate from time to time, calculated daily from the date payment was due until the date payment is received. This is without prejudice to the Provider's statutory right to claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
5. Force Majeure
Neither party shall be liable to the other in any way whatsoever for failure, interruption, delay or any other matters of the nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock outs and industrial disputes; fire, explosion, earthquake, acts of God, flood, drought or bad weather; or the requisitioning or other act or order by any government department, council or other constituted body.
6. General
6.1 Any document notice claim or demand to be given served or made by either party to the other in connection with this Agreement shall be sufficiently given served or made by delivering or sending the same by hand or courier, pre-paid first class recorded delivery, or email to the registered office or the aforesaid address of the party to whom it is addressed.
6.2 The Customer shall not, without the prior written consent of the Provider, assign or transfer the Agreement or any of its rights under the Agreement to any other person, firm or company.
6.3 Failure or neglect by the Provider to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of the Provider's rights hereunder nor in any way affect the validity of the whole or any part of the Agreement nor prejudice the Provider's rights to take subsequent action.
6.4 This Agreement supersedes any arrangements, understandings, promises or agreements made or existing between the parties prior to the signing of this Agreement which constitutes the entire understanding between the parties hereto. Except as otherwise provided herein, no addition, amendment or modification of this Agreement shall be effective unless it is in writing and signed by and on behalf of each party by a director or such other duly authorised officer.
6.5 The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
6.6 In the event that any or any part of the terms, conditions or provisions contained in this Agreement or any schedule attached or adopted as relative hereto shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision shall to that extent be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.
6.7 This Agreement shall be governed and construed in all respects in accordance with English law, and each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute arising out of or in connection with this Agreement.
6.8 Both parties will comply with their respective obligations under the UK GDPR and the Data Protection Act 2018. The Provider acts as a Controller (and not as a Processor) of business contact data and supplier commercial information processed in the performance of the Services. Where the processing of any other personal data is required, the parties will agree appropriate data processing terms in writing.
6.9 In the event of any dispute arising out of or in connection with this Agreement, the parties will first attempt to resolve the matter by good faith negotiation between authorised representatives of each party within 15 business days of written notice of the dispute. For disputes not resolved by negotiation:
(a) where the amount in dispute does not exceed £10,000, either party may refer the matter to the County Court under the small claims procedure;
(b) where the amount in dispute exceeds £10,000, the parties will attempt to resolve the dispute through mediation administered by the Centre for Effective Dispute Resolution (CEDR) under its Model Mediation Procedure, with costs of the mediator shared equally. If the dispute is not resolved within 60 days of the start of mediation, either party may refer the matter to the courts of England and Wales.
6.10 Change of control. If a change of control of the Customer occurs (meaning any transaction or series of transactions resulting in a person or group of connected persons acquiring more than 50% of the voting rights or economic interest in the Customer, or the sale of all or substantially all of the Customer's business or assets), the Customer shall notify the Provider in writing within 30 days. The Provider may, by written notice given within 6 months of receiving such notification, terminate this Agreement on 90 days' notice. Termination under this clause does not affect the Customer's obligation to pay rebates accrued up to the date of termination, nor any other accrued rights.
Version 2.0 dated 30 June 2026. Supersedes Version 1.0 for all Services Agreements signed on or after this date. Existing Services Agreements remain bound by the version in force at the date of signature.
Previous version (V1.0) archived here