AGREEMENT FOR TAILOR MADE INCENTIVES ROYAL MAIL GROUP LTD ROYAL MAIL GROUP LTD 100 VICTORIA EMBANKMENT LONDON EC4Y 0HQ 1
AGREEMENT PREFACE This Agreement Preface (the Preface) is part of an Agreement (the Agreement) for the provision of a Tailor Made Incentive (TMI) between Royal Mail Group Ltd, whose registered office is at 100 Victoria Embankment, London, EC4Y 0HQ under registered number 4138203 (Royal Mail), and the Customer which is contained in this Preface, the attached Tailor Made Incentives Terms and Conditions and the Schedule. Customer: Registered Number: Registered Address: Trading Address: Telephone: Prime Contact name: TMI Number: [Insert full Company name] [Insert details] [Insert address to be inserted] [Insert details] [Insert details] Commencement date: Termination date: All notices and enquiries addressed to Royal Mail under this Agreement should be sent to: Address: Account Handler: AS WITNESS the hand of the parties or their duly authorised agents on [insert date] Signed on behalf of Royal Mail: Name:... Position:... Signed on behalf of the Customer: Name:... Position:... 2
TAILOR MADE INCENTIVES TERMS AND CONDITIONS WHEREAS: 1. The Customer entered into the Main Agreement with Royal Mail. 2. The Customer wishes to make use of the Services for the purposes of the Initiative 3. Royal Mail wishes to encourage the Customer s use of the Services and will grant the Customer the Postage Credit for the purpose of the Initiative. 4. The Customer would not be prepared to make this mailing if Royal Mail did not grant the Postage Credit. It is agreed as follows: 1. DEFINITIONS 1.1 In this Agreement, where the context so admits, the following words and expressions shall have the following meanings: Agreement Authorised Representatives ASA CAP Charges means these Tailor Made Incentives Terms and Conditions, the Preface and the Schedule; means in the case of Royal Mail, the Account Handler as detailed in the Preface, and in the case of the Customer, the Prime Contact as detailed in the Preface, or such other persons as nominated by the respective Parties from time to time; means the Advertising Standards Authority; Committee of Advertising Practice has the meaning ascribed in the Main Agreement; Cold/Lapsed Mailing Lists Commencement date Consumer Focus means mailing lists consisting of addressees that the Customer has not mailed within the previous 12 months. means the date specified as such in the attached Agreement Preface; means the statutory consumer council covering postal services 3
Initiative Main Agreement Postage Credit the Regulator the Services Target Audience Termination date Volume means the Customer s proposed new use of the Services, as described in the Schedule; means the agreement entered into between Royal Mail and the Customer for the provision of the Services; means the postage credit payable by Royal Mail to the Customer, to be redeemed against a future mailing by the Customer; Ofcom or the organisation that may take over its duties means the services provided by Royal Mail to the Customer under the Main Agreement as described in the Schedule; means a discrete, clearly identifiable class of addressees defined by reference to at least three common characteristics that must be relevant to the product or services being promoted to them; means the date specified as such in the Preface; means the number of mail items intended to be dispatched by the Customer under this Agreement, as described in the Schedule; 1.2 In this Agreement unless the context otherwise requires 1.2.1 clause headings are for convenience only and shall not affect the construction of this Agreement; 1.2.2 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 1.2.3 references to persons shall include references to individuals, bodies corporate (wherever incorporated), unincorporated associations and partnerships. 2. DURATION This Agreement, notwithstanding date of signature, shall commence on the Commencement Date and shall continue in force until the Termination Date, unless terminated pursuant to Clause 5 of this Agreement. 3. SERVICES 3.1 Royal Mail shall provide the Services to the Customer. 3.2 In consideration for Royal Mail providing the Services, the Customer shall pay the Charges. 4
4. POSTAGE CREDIT 4.1 It is a condition of this Agreement that the Customer has a credit account with Royal Mail. 4.2 Subject to Clause 4.4, Royal Mail shall credit the Customer s account with the amount of Postage Credit as described in the Schedule, provided that the Customer has posted the required Volume. 4.3 Royal Mail shall not offer cash or a cheque as an alternative to Postage Credit under any circumstances. 4.4 In the event that the actual volumes of mail items posted by the Customer is less than the Volume then the amount of Postage Credit shall be reduced pro rata. 4.5 In the event that the actual volumes of mail items posted by the Customer is more than the Volume then the amount of Postage Credit shall not be increased. 4.6 Postage values may change during this Agreement due to a tariff increase or decrease. However, the percentage of Postage Credit, expressed as a percentage of the gross revenue generated for Royal Mail by this Agreement, shall remain the same. 4.7 The Customer shall claim the Postage Credit within 6 months of the Termination Date. Any claims made by the Customer for Postage Credit after the expiry of 6 months from the time of the Termination date shall be invalid. 5. TERMINATION 5.1 This Agreement shall terminate immediately in any of the following circumstances: 5.1.1 the Customer has not commenced dispatching mail items under this Agreement within three months of the Commencement Date; or 5.1.2 the Main Agreement terminates; or 5.1.3 the Customer is in breach of any of the Tailor Made Incentives Terms and Conditions set out in this Agreement. 6. WARRANTY 6.1 The Customer warrants that any mailing made under this Agreement shall comply with all relevant laws and regulations including but not limited to the British Code of Advertising Sales Promotion and Direct Marketing as endorsed and administered by ASA and from time to time revised by them, and all other relevant codes under the general supervision of CAP and ASA. 6.2 In the event that any mailing made under this Agreement to a new Target Audience involves the use of Cold/Lapsed Mailing Lists, the Customer warrants that it has not mailed the addressees on the Cold/Lapsed Mailing Lists within the previous 12 months. 6.3 In the event that any mailing made under this Agreement is intended to test the effectiveness of an increase in the frequency of the Customer s mailings, the Customer warrants that there is an increase in the frequency of mailings when compared with its standard mailing pattern within the previous two years. 5
6.4 The Customer warrants that it has not previously conducted a similar type of mailing activity to the mailing activity made under this Agreement, either using Royal Mail, or any other postal operator. 7. COMMUNICATIONS 7.1 The Customer acknowledges and agrees that information relating to the Customer s TMI shall be communicated to the Regulator and Consumer Focus. The information that will be communicated to the Regulator and Consumer Focus shall include, but not be limited to the following details: (a) (b) (c) (d) (e) (f) (g) (h) (i) the Customer s name; TMI number; gross and net revenue generated for Royal Mail from this Agreement; Postage Credit percentage ratio (expressed as a percentage of the gross revenue generated for Royal Mail by this Agreement); amount of Postage Credit payable under this Agreement; the Services to be used by the Customer for this Agreement; the Volume of mail items dispatched under this Agreement; the weight of the mail items dispatched under this Agreement; and summary of the Customer s Initiative. 7.2 The Customer acknowledges and agrees that any information relating to the TMI may be published in whole or in part on the Royal Mail website if required by the Regulator. 8. CONFLICT In the event of any conflict between this Agreement and the Main Agreement, the provisions of this Agreement shall prevail. 9. GENERAL 9.1 The headings of clauses in this Agreement are included for convenience and shall not affect their interpretation. 9.2 The Customer shall not assign or transfer the whole or any part of this Agreement without the prior written consent of Royal Mail. 9.3 This Agreement and the documents referred to in this Agreement embody the entire understanding between the parties and there are no additional terms or obligations other than those contained herein. 9.4 This 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. 9.5 Nothing in this 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 1999. 9.6 If any clause or part of a clause of this 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 this Agreement, all of which shall remain in full force and effect. 6
SCHEDULE 1 SERVICES 1. Services provided under Main Agreement [Insert name of Royal Mail services provided] 2. Date of Main Agreement [Insert date of Main Agreement] 3. The Initiative 3.1 The Customer wishes to make use of the Services for the purposes of [please insert summary of the Customer s proposed new use of the Services]. 4. Volume 4.1 The agreed Volume of mail items for the duration of this Agreement, subject to Clause 4.4 and Clause 4.5 of this Agreement is [ ]. The Customer shall post this number of mail items throughout this Agreement. [You should insert the number of items according to what is agreed] 5. Weight of the Mail Items Dispatched under the TMI 5.1 The weight of each mail item posted by the Customer under this Agreement shall be [ grams]. [You should insert the weight of each item according to what is agreed] 6. Amount of Postage Credit 6.1 The amount of Postage Credit is [ ] which is based on [ % ] of the gross revenue generated for Royal Mail by this Agreement. 7