ROYAL MAIL GROUP SCHEME FOR GROWTH
FRAMEWORK GENERAL TERMS AND CONDITIONS
DATED
[
insert date
]
BETWEEN:
(1) Royal Mail Group Limited, a company registered in England and Wales (number 04138203) with
its registered address at 100 Victoria Embankment, London EC4Y 0HQ (Royal Mail, us or we); and
(2) [Customer’s registered name], a company registered in [country of registration] (number
[registered number]) with its registered address at [registered address] (you).
BACKGROUND
To encourage the posting of Letters and Large Letters we are offering participants in the Royal Mail
Group Scheme For Growth (the Scheme) the opportunity to earn Postage Credits for new
incremental mail volume that they send through any provider of UK Postal Letter Services.
Your participation in the Scheme and an Incentive will be subject to the provisions of the Agreement.
FRAMEWORK GENERAL TERMS AND CONDITIONS
1
Definitions
Capitalised terms which are used in the Agreement have the meanings set out in Schedule 1
(Definitions).
2
Agreement
2.1
To participate in the Scheme, you must post incremental mailing items in accordance with
these Terms and Conditions and the Incentive Specific Terms for the relevant Incentive.
2.2
You shall accurately complete and submit to us an Application Form for the Incentive in which
you are applying to participate.
2.3
We shall confirm receipt of the Application Form within 5 Working Days after receipt.
2.4
The Agreement is formed on the date on which you receive an Acceptance and is comprised
of these Terms and Conditions, the relevant Incentive Specific Terms, the Application Form,
the Acceptance and the Redemption Form (the Agreement).
2.5
Unless expressly provided otherwise in the Incentive Specific Terms, we will provisionally
allocate Postage Credits to each successful Incentive applicant on the date we accept its
application to participate in the Scheme and an Incentive. Each such allocation will be in an
amount equal to the Expected Incremental Volume forecast in the submitted application form
unless and until the allocation of Postage Credits reaches the Postage Credit Limit for the
relevant Incentive.
3
Term
3.1
The Agreement shall commence on the Commencement Date and shall continue in force until
the Termination Date.
4
Calculation of Postage Credits
4.1
In consideration of you entering into the Agreement and complying with its terms and
conditions, we will pay you Postage Credits on the Actual Incremental Volume above the
Expected Base Volume. We will calculate the amount of any Postage Credits to be awarded
to you by applying the relevant Postage Credit Rate to the Actual Incremental Volume you
posted under each Eligible Service during the relevant Incentive Period.
4.2
Except where expressly provided otherwise in the relevant Incentive Specific Terms, you will
not receive Postage Credits for any Actual Incremental Volume which exceeds the Expected
Incremental Volume.
4.3
Within six months of the last day of the relevant Incentive Period, you shall accurately
complete a Postage Credit Application Form and send it to us in order to claim the amount of
Postage Credits you consider due to you. We will confirm receipt of your Postage Credit
Application Form within 5 Working Days after receipt. Any claims received by us after this sixmonth period shall be invalid and you shall have no right to receive any Postage Credits.
4.4
If you wish to appoint a third party other than a Direct Delivery Provider to send Scheme Mail
on your behalf, you must ensure that the third party indicates that such Mailing Items should
be credited to you by inserting a reference code unique to you in the relevant reference field
of any sales order it creates for a handover of Mailing Items to Royal Mail. You acknowledge
that a failure by the third party you appointed to follow this procedure will result in your Mailing
Items not being recorded as Scheme Mail.
5
Awarding Postage Credits
5.1
Within 45 Working Days after we have received your completed Postage Credit Application
Form and all further evidence or information requested under clause 5.2 of these Terms and
Conditions, we shall notify you whether you have been awarded Postage Credits and, if you
have, the value of the Postage Credits due to you. Our decision on the amount of your
Postage Credit award is final.
5.2
We may request further evidence or information from you to verify your claim for Postage
Credits. If you do not provide sufficient evidence or information that is acceptable to us to
support your claim, we may decide not to award Postage Credits to you and/or may terminate
the Agreement.
5.3
Subject to clause 5.5, any Postage Credits that are awarded to you will be provided to you in
the form of a posting certificate which contains a unique voucher code (a Postage Credit
Voucher). If the value of the Postage Credits exceeds £10,000, we will contact you. You will
then have the choice of receiving your total Postage Credits in one Postage Credit Voucher or
in more than one Postage Credit Voucher.
5.4
You may use Postage Credit Vouchers in full or part payment of a future mailing posted by
you with us, a Participating Mailing Agent, a Participating Access Operator or a Participating
Direct Delivery Provider.
- 2-
5.5
If you hold an active Royal Mail credit account, you may choose to instruct us in your Postage
Credit Application Form to credit the face value of any Postage Credits that may be awarded
to you to your nominated Royal Mail credit account. You may apply the value of the Postage
Credits in your Royal Mail credit account to pay, in full or in part, a future mailing posted by
you with us.
5.6
If, when you choose to redeem one or more of your Postage Credit Vouchers, the postage
value of the mailing is less than the value of the Postage Credit Voucher(s) presented, any
remaining value of the Postage Credit Voucher(s) will be cancelled and will not be
redeemable at any other time.
5.7
You must use a Postage Credit Voucher in accordance with the terms and conditions set out
in the Redemption Form. If you fail to do so, we may take any of the actions described in
clause 5.8 of these Terms and Conditions.
5.8
Any Postage Credits that you are awarded will expire 12 months after the date stated on your
Postage Credit Voucher(s) and will not be redeemable after that date.
5.9
If, after we have awarded you Postage Credits, we discover that you have not fully complied
with the terms of the Agreement, we may:
(a)
cancel any Postage Credits which have been awarded to you, but which have not been
redeemed;
(b)
require you to repay the face value amount of any Postage Credits which you have
redeemed; and/or
(c)
make a claim against you for any losses we suffer in connection with your noncompliance with the terms of the Agreement.
6
Changes
6.1
We reserve the right to change all or any part of the Agreement and/or to terminate the
Scheme and/or an Incentive at any time, without any liability to you except as expressly
provided otherwise in clause 7.7, as we determine is necessary in order to comply with our
legal obligations and/or applicable regulatory requirements (including, without limitation,
where required by the decision of a regulatory authority, a court, or an arbitration or other
proceeding).
We will give you not less than 30 Working Days’ prior notice of such change or termination (as
applicable) unless we are required to implement the change or termination sooner. If we are,
we will give you as much advance notice as is reasonably practicable in the circumstances.
6.2
You and we recognise that the Scheme will run as a pilot project until 28th April 2017. Except
to the extent expressly provided otherwise in these Terms and Conditions or in the relevant
Incentive Specific Terms, any Incentive which is still in process on 28 th April 2017 will continue
in effect until the completion of the Incentive process for that Incentive in accordance with the
Agreement. Upon completion of that Incentive process, we shall decide whether to continue
the Scheme or to terminate it in accordance with the terms of the Agreement.
6.3
If, during the operation of the Scheme, we determine that it does not address matters which
should be addressed or that elements of the Scheme and/or an Incentive do not function in a
- 3-
desirable and/or effective way, we may make changes to the Scheme and/or an Incentive to
the extent we determine is necessary or desirable to correct such matters. If we do so, we
will give you not less than 30 Working Days’ prior notice of such corrections. Except as
expressly provided otherwise in the next paragraph of this clause, we will have no liability to
you in relation to or in connection with such corrections and/or any modifications to the
Scheme and/or the relevant Incentive which relate to or are in connection with such
corrections.
To the extent permitted by applicable law or regulations, the following corrections to the
Agreement, the Scheme and/or an Incentive (as applicable) which we make under this clause
6.3 shall not affect any rights which have accrued to a Party under the Agreement on or
before the date of such correction:
6.4
(a)
any such correction which reduces the value of the Postage Credits that are awarded in
an Incentive;
(b)
any such correction which changes the calculation of the Expected Base Volume in a
way which increases the Expected Base Volume;
(c)
any such correction which modifies the definition of “Eligible Services” for purposes of
an Incentive by reducing the types of services that are included in the definition of
“Eligible Services”.
If we determine that it is not possible to correct the identified issues within a reasonable
period of time, then we may terminate the Agreement, the Scheme and/or an Incentive,
without any liability to you except as expressly provided otherwise in clause 7.7, by giving
you not less than 30 Working Days’ notice of such termination.
7
Termination
7.1
We may terminate the Agreement with immediate effect, without any liability to you, if you have
not commenced sending Mailing Items under the Agreement within six months of the
Commencement Date.
7.2
The Agreement shall terminate with immediate effect if you are in breach of any of the material
terms of the Main Agreement or the Main Agreement is terminated.
7.3
Either Party may terminate the Agreement, without any liability to the other Party except as
expressly provided otherwise in clause 7.7, as the Party determines is necessary in order to
comply with its legal obligations and/or applicable regulatory requirements (including, without
limitation, where required by the decision of a regulatory authority, a court, or an arbitration or
other proceeding
If a Party wishes to terminate the Agreement in accordance with this clause 7.3, then that Party
shall give the other Party not less than 30 Working Days’ notice of termination. If the terminating
Party is required to terminate the Agreement sooner, that Party will give the other Party as much
advance notice as is reasonably practicable in the circumstances.
7.4
Regardless of any other term of the Agreement, either Party may terminate the Agreement on
written notice to the other Party with immediate effect if:
(a)
the other Party commits any material or persistent breach of the terms of the
Agreement and, if the breach is of a type that can be remedied, that breach has not
- 4-
been remedied within 30 days of the Party in breach having been notified of the breach
by the non-defaulting Party; or
(b)
an Insolvency Event occurs in respect of the other Party.
7.5
Royal Mail shall have the right to withdraw the Scheme and terminate the Agreement at any
time on not less than 30 Working Days’ notice to you and with no liability to you except as
expressly provided otherwise in clause 7.7. Unless required otherwise by applicable law,
regulation and/or the decision of a government body or a tribunal, any Incentive which is in
process at the time Royal Mail announces the withdrawal of the Scheme will continue until the
completion of the Incentive process in accordance with the terms of the Agreement.
7.6
If we are prevented from performing an obligation to you, your Participating Mailing Agent,
your Participating Access Operator and/or your Participating Direct Delivery Provider (as the
case may be) by circumstances outside of our control, we will be released from that obligation
and will not be liable for any failure to perform it or for any consequences of that failure.
7.7
To the extent permitted by applicable law or regulations, termination of the Agreement, the
Scheme and/or an Incentive by either Party shall not affect any rights which have accrued to a
Party under the Agreement on or before the date of termination whether or not any obligations
under the Agreement which were intended either to come into effect or remain in force after
termination do so.
8
Liability
8.1
Neither Party shall be liable to the other, whether in contract, tort (including, without limitation,
for negligence) or restitution, or for breach of statutory duty or misrepresentation, or for any
loss of profit, revenue, opportunity, contracts, sales, turnover, anticipated savings, business
opportunity, production, or otherwise for any indirect, special or consequential damage or loss
suffered by the other Party that arises under or in connection with the Agreement.
8.2
Our total liability to you arising out of or in connection with the Agreement, the Scheme and/or
the Incentives shall in no event exceed £100,000.
8.3
Each Party shall take all reasonable steps to restrict or mitigate all losses, costs, expenses,
damages and/or liabilities that it may suffer or incur under or in connection with these Terms
and Conditions.
9
Confidential Information
Each Party agrees that it will hold in confidence all Confidential Information that it receives
from the other, a Participating Mailing Agent, a Participating Access Operator and/or a
Participating Direct Delivery Provider (in each case, if applicable) in connection with the
Agreement. Each Party further agrees that it will only disclose such Confidential Information
to its directors, officers, employees, agents, representatives, consultants and contractors who
(a) are not prohibited by applicable law from receiving such Confidential Information and (b)
need to know such Confidential Information in order to perform their obligations in connection
with the Scheme, an Incentive and/or the Agreement.
10
Conflict
- 5-
In the event of any conflict between the Agreement and the Main Agreement, the provisions of
the Agreement shall prevail.
11
Notices
11.1
All notices and other communications to be served on or given to either you or us under the
Agreement shall be given in writing and sent either by:
(a)
a form of delivery for which a signature is required, to the address specified for each
Party on the first page of these Terms and Conditions; or
(b)
email, in your case to your
[email protected] or
Contact
Person
and
in
our
case
to
or to such other address or email address as is notified by one Party to the other from time to
time.
11.2
A notice is classed as having been given as follows:
(a)
if sent by postal signature delivery service, at the time of delivery; or
(b)
if sent by email, when received at the place it was sent to (if an out of office message
is received the notice is classed as having been received) unless the time you or we
receive the notice is after 5pm on any Working Day in which case we shall class the
notice as having been received at 9am on the next Working Day.
11.3
Notices sent by email and for which the sender has received an automatic reply that the email
was undeliverable are classed as not having been sent.
12
General
12.1
Waiver: Any failure by a Party to enforce or to exercise (at any time or for any period) any
term of or right under the Agreement shall not constitute a waiver of that term or right or affect
that Party's right to enforce or exercise that term or right later.
12.2
Entire Agreement: The Agreement (and the documents referred to in it) set out the entire
agreement between you and us in relation to the subject matter of the Agreement. There are
no additional terms or obligations that are binding on you or us other than those contained or
referred to in the Agreement (and the documents referred to in it) which relate to the subject
matter of the Agreement. Nothing in this clause, however, limits or excludes liability for
personal injury, death, fraud or fraudulent misrepresentation.
12.3
Governing Law and Jurisdiction: The Agreement and any dispute or claim arising out of or
in connection with it or its subject matter or formation (including, without limitation, noncontractual disputes or claims) shall be governed by and construed in accordance with the
laws of England. You and we agree to submit to the exclusive jurisdiction of the courts of
England to settle any dispute or claim that arises out of or in connection with the Agreement
or its subject matter or formation (including, without limitation, non-contractual disputes or
claims).
12.4
Rights of Third Parties: Nothing in the Agreement is intended to confer any benefit or any
right on any person who is not a party to the Agreement to enforce any term of it which that
- 6-
person would not have had the right to enforce but for the Contracts (Rights of Third Parties)
Act 1999.
12.5
Invalidity: If any clause or part of a clause of the Agreement is invalid, illegal or
unenforceable, then that invalidity, illegality or unenforceability shall not affect the other parts
of that clause or the other clauses of the Agreement.
12.6
Compliance with Law or Regulatory Requirement: Subject to clauses 6.1 and 7.3 of these
Terms and Conditions, if the Agreement or any part of it puts or would put either of us in
breach of any law or regulatory requirement, then each of us shall use our reasonable efforts
to change the relevant terms of the Agreement so that it does comply with that law or
regulatory requirement.
12.7
Assignment: Neither of us may assign the benefit of the Agreement.
Executed by each of the Parties.
Signed by [insert name of signatory]
duly authorised for and on behalf of
[registered name of Customer]
Signed by [insert name of signatory]
duly authorised for and on behalf of
Royal Mail Group Limited
- 7-
SCHEDULE 1: DEFINITIONS
1.1
When used in these Terms and Conditions, each of the following words and expressions has
the meaning which is given to it in this Schedule 1 (Definitions) unless expressly provided
otherwise in these Terms and Conditions:
Acceptance
means our acceptance of the Application Form confirming the
Expected Base Volume, the Expected Incremental Volume and the
Start Date terms that we will use for purposes of the Agreement and
your participation in the Scheme and an Incentive;
Access Contract
means a contract between Royal Mail and a postal operator or user
who has Letters and Large Letters for delivery in the UK, pursuant to
which Royal Mail provides such postal operator or user with access
to certain Royal Mail mail centres and with services relating to such
access;
Access Operator
means a customer who is a postal operator and has entered into an
Access Contract with us;
Actual
Volume
means the actual number of Mailing Items, excluding the Actual
Incremental Volume, that are sent by you during an Incentive Period
pursuant to the Agreement;
Base
Actual Incremental
Volume
means the actual number of Scheme Mail items sent by you during
an Incentive Period pursuant to the Agreement;
Agreement
has the meaning given in clause 2.4 of these Terms and Conditions;
Application Form
means the application to participate in an Incentive which you submit
to us to provide us the requested information in order to show your
eligibility to participate in that Incentive;
ASA
means the Advertising Standards Authority;
CAP
means the Committee of Advertising Practice;
CAP Code
means the CAP UK code of non-broadcast advertising, sales
promotion and direct marketing;
Commencement
Date
means the commencement date of the Agreement, being the date on
which you receive the Acceptance as described in clause 2.4 of these
Terms and Conditions;
Confidential
Information
means all information of a confidential nature (including, without
limitation, details of mailing profiles and security processes in respect
of Mailing Items) in any form or format which is disclosed by one of
us to the other and/or to a Participating Access Operator, a
Participating Mailing Agency and/or a Participating Direct Delivery
Provider (as applicable), whether in writing, orally or by any other
means (a) before or after the date of the Agreement; and (b) which
- 8-
relates to the subject matter of the Agreement;
Contact Person
means the person nominated in the Application Form whom we
should contact in relation to your participation in the Scheme and/or
an Incentive;
Direct
Provider
means any company that performs the delivery of addressed Letter
mail to households and/or businesses in the UK;
Delivery
Eligible Services
(a)
(b)
means any service for Letters and/or Large Letters posted either with:
Royal Mail (whether directly or through a Mailing Agent and/or an
Access Operator) using Royal Mail Mailmark® derived services, with
the exception that non machineable Letters such as poly-wrapped
Letter items and any Large Letter items do not need to be posted
using Royal Mail Mailmark®, which services are published at
www.mailmen.co.uk/incentives
and
at
www.royalmailwholesale.com/schemeforgrowth; or
a Direct Delivery Provider, using their UK Postal Letter Services;
Expected Base
Volume
means the expected number of Mailing Items, excluding the
Expected Incremental Volume, that you will send during an Incentive
Period in accordance with the terms of the Agreement, as we
determine pursuant to the applicable Incentive Specific Terms;
Expected
Incremental Volume
means the expected number of Scheme Mail items above the
Expected Base Volume that you will send during an Incentive Period
in accordance with the Agreement, as we determine pursuant to the
applicable Incentive Specific Terms;
Incentive
means an incentive for growth which is part of the Scheme, the terms
of which are set out in the relevant Incentive Specific Terms and
through which Royal Mail incentivises posting customers to send
Scheme Mail via the Eligible Services ;
Incentive Period
means the period of your participation in an Incentive, commencing
on the Start Date and terminating on the earlier to occur of (i) the
date that falls 12 months after the Start Date and (ii) the Termination
Date;
Incentive
Terms
means the terms set out in a Schedule (with the exception of Schedule
1 (Definitions)) that apply in addition to the Terms and Conditions and
relate to a particular Incentive;
Specific
Insolvency Event
means any of the following events (or any event analogous to any of
the following in a jurisdiction other than England and Wales):
a)
an administrator or a receiver (including, without limitation,
any administrative receiver or manager) is appointed over
the whole or any part of a Party’s assets; or
b)
in your case:
an order is made or a resolution is passed for your winding-
(i)
- 9-
(ii)
(iii)
(iv)
(v)
(vi)
(c)
(i)
(ii)
(iii)
(iv)
up or the winding up of your business or the appointment of
a provisional liquidator over you (except in the case of a
bona fide scheme of solvent amalgamation or
reconstruction);
an application for an administration order is presented in
respect of you or documents are filed with the court for the
appointment of an administrator in respect of you or notice
of intention to appoint an administrator has been given by
you, one of your directors or members or by a qualifying
floating chargeholder in respect of you (as defined in
paragraph 14 Schedule B1 Insolvency Act 1986;
circumstances arise which entitle a court or a creditor to
appoint a receiver or manager or entitle the court to appoint
an administrator or make a winding-up order in respect of
you;
you have made any composition with your creditors
generally;
a creditor or encumbrancer of yours forecloses on or takes
possession of the whole or part of your assets;
a distress, execution, sequestration, or other such process
is levied or enforced on or sued against the whole or any
part of your assets which (in our reasonable opinion) puts
your ability to fulfil your obligations to us at risk, and such
attachment or process is not discharged within 10 Working
Days;
if the other Party:
suspends, or threatens to suspend, payment of its debts;
is unable to pay its debts as they fall due;
is deemed unable to pay its debts within the meaning of
Section 123 of the Insolvency Act 1986; or
suspends or ceases to carry on all or a substantial part of its
business;
Letter
means a mailing item, the dimensions of which meet the following
specifications:
 Maximum size 240mm x 165mm
 Minimum size is 100mm x 70mm
 Maximum thickness 5mm
 Maximum weight 100g;
Large Letter
means a mailing item which is not a Letter and the dimensions of
which meet the following specifications:
 Maximum size 353mm x 250mm
 Maximum thickness 25mm
 Maximum weight 750g;
Mailing Agent
means a company that posts with Royal Mail or a Direct Delivery
Provider and is responsible for invoicing a Participating Originating
Customer for the full postage amount for the provision of UK Postal
Letter Services;
- 10 -
Mailing Item
means a Letter or Large Letter;
Main Agreement
means the agreement entered into between you and your postal
provider of UK Postal Letter Services;
Party
means you or us and Parties means both you and us;
Participating
Access Operator
means an Access Operator who is participating in the Scheme and
has entered into a Voucher Redemption and Reimbursement
Agreement with us;
Participating Direct
Delivery Provider
means a Direct Delivery Provider who is participating in the Scheme
and has entered into a Voucher Redemption and Reimbursement
Agreement with us;
Participating
Mailing Agent
means a Mailing Agent who is participating in the Scheme and has
entered into a Voucher Redemption and Reimbursement Agreement
with us;
Participating
Originating
Customer
means a company or other organisation which has entered into
agreement with us in relation to the Scheme and an Incentive,
consisting of an application form, an acceptance from us, the relevant
Incentive Specific Terms, these Terms and Conditions and a
redemption form;
Postage Credit
Application Form
means the Postage Credit application form provided by us which you
must complete in accordance with the terms of the Agreement and
submit to us to claim your Postage Credits;
Postage
Credit
means a credit for each Mailing Item that qualifies as Actual
Incremental Volume in accordance with the criteria and terms set
forth in the Agreement;
Postage
Limit
Credit
means the maximum total Postage Credits available for award under
an Incentive;
Postage Credit Rate
means the Mailing Item Postage Credit value applicable to a
particular
Eligible
Service
as
published
at
www.mailmen.co.uk/incentives
and
at
www.royalmailwholesale.com/schemeforgrowth
Postage
Credit
Voucher
Redemption Form
has the meaning given in clause 5.3 of these Terms and Conditions;
Schedule
means any schedule to these Terms and Conditions (including, without
limitation, any Schedule that sets out Incentive Specific Terms);
means the voucher and redemption form which sets out the terms
and conditions for use and redemption of a Postage Credit Voucher
and which you must complete accurately in order to redeem your
Postage Credits;
- 11 -
Scheme
has the meaning given in the first paragraph in Background;
Scheme Mail
means the new incremental Mailing Items which you send under an
Incentive using the Eligible Services and which is visible as such in
Royal Mail's billing systems for its retail and wholesale business lines
or, in the case of such Mailing Items delivered by a Participating Direct
Delivery Provider, is certified as such in writing by a Direct Delivery
Provider;
Start Date
means the date as confirmed in the Acceptance which represents the
start of an Incentive Period;
Term
means the term of the Agreement as set out in clause 3.1 of these
Terms and Conditions;
Termination Date
means the earliest to occur of the date on which the Scheme and/or the
Agreement terminate in accordance with (i) clause 6.1 of these Terms
and Conditions, (ii) clause 6.2 of these Terms and Conditions or (iii)
one of the clauses in Clause 7 of these Terms and Conditions;
Terms
Conditions
and
means the Framework General Terms and Conditions and this
Schedule 1 (Definitions) as amended by us and notified to you from
time to time;
Letter
means the services provided to you for the posting of addressed
Letters and Large Letters to UK addresses under the Main
Agreement;
UK Postal
Services
Voucher
Redemption and
Reimbursement
Agreement
means the voucher redemption and reimbursement agreement
between a Participating Mailing Agent, a Participating Access
Operator or a Participating Direct Delivery Provider (as applicable)
and us under which the Participating Mailing Agent, Participating
Access Operator or Participating Direct Delivery Provider will provide
certain services that relate to the Agreement (including, without
limitation, redemption of Postage Credit Vouchers);
we, us or our
means Royal Mail Group Limited, registered number 4138203 with its
registered office at 100 Victoria Embankment, London EC4Y 0HQ;
Working Day
means any day which is not a Sunday, bank holiday or public holiday
in the United Kingdom or a Royal Mail non-service day approved as
such by Ofcom; and
you or your
means the customer identified in the Application Form, including
(without limitation) its employees and agents.
1.2
Priority of Documents
If there is any ambiguity or discrepancy between the documents which form the Agreement,
then priority will be given as follows (in descending importance) unless expressly stated
elsewhere in the Agreement: (i) the Incentive Specific Terms; (ii) the Terms and Conditions; (iii)
the Acceptance; (iv) the Application Form and (v) the Redemption Form.
- 12 -
SCHEDULE 2:
ADVERTISING CONTENT INCENTIVE SPECIFIC TERMS
The following terms and conditions shall apply to the Advertising Content Incentive in addition to the
terms and conditions set out in the Framework Terms and Conditions (unless expressly stated
otherwise in the Agreement):
Background
To encourage the use of the Eligible Services for Letters and Large Letters of Advertising Content, we
are offering you the opportunity to earn Postage Credits during a 12-month period for posting new
incremental mail volume of Advertising Content that you send through any provider of UK Postal
Letter Services (the Advertising Content Incentive).
Under the Advertising Content Incentive, Postage Credits will be awarded on all new, incremental
mail volume of Advertising Content which you post above your baseline volume using your historic
posting volume, as each has been determined by us.
Except as expressly provided otherwise in paragraph 5 of this Schedule 2 (Advertising Content
Incentive Specific Terms), any new, incremental volume of Letters posted with Royal Mail (either
directly or indirectly through a Mailing Agent and/or an Access Operator) must be posted using Royal
Mail Mailmark®
Agreement
1
Definitions
In addition to the definitions in the Terms and Conditions, the following words and expressions have
the following meanings in these Incentive Specific Terms:
Advertising Content
means a Letter or Large Letter which contains the same generic
message as the other Mailing Items in the relevant mailing and has
the purpose of promoting the sale or use of products or services or of
encouraging contribution to or support of a cause;
Eligible Services
means posting of Letters and/or Large Letters of Advertising Content
either with:
(a)
Royal Mail (whether directly or indirectly through a Mailing Agent
and/or an Access Operator) using
(i) Royal Mail Advertising Mail®,
(ii) Royal Mail Responsible Mail®
(iii) Royal Mail Sustainable Mail®,
as more fully detailed at www.mailmen.co.uk/incentives and at
www.royalmailwholesale.com/schemeforgrowth, and all of
which, subject to paragraph 5 of this Schedule 2 (Advertising
Content Incentive Specific Terms), must be Royal Mail
Mailmark® derived services, with the exception that nonmachineable Letters such as poly-wrapped Letter items and
- 13 -
any Large Letter items do not need to be posted using Royal
Mail Mailmark®; or
(b)
a Direct Delivery Provider, using their UK Postal Letter Services;
Expected PCV
has the meaning given in paragraph 2.6 of this Schedule 2
(Advertising Content Incentive Specific Terms);
Minimum Expected
Posting Volume
has the meaning given in paragraph 2.1 of this Schedule 2
(Advertising Content Incentive Specific Terms);
Reference/UCID Number
means the unique, identifying number assigned to you by an Access
Operator, a Direct Delivery Provider or a Mailing Agent that is used to
identify your posted Mailing Items;
Updated Application
Form
has the meaning given in paragraph 3.1 of this Schedule 2
(Advertising Content Incentive Specific Terms);
2.
Participation in the Advertising Content Incentive
2.1
To participate in the Advertising Content Incentive, you must have Expected Incremental
Volume that you will post using one or more Eligible Services during a 12-month period which
equals or exceeds 250,000 new, incremental Mailing Items of Advertising Content (the
Minimum Expected Posting Volume).
2.2
You shall accurately complete and submit the Application Form to us on or prior to 28 April
2017.
2.3
We shall review the Application Form and verify the information in it using data sources which
we determine are appropriate.
2.4
Using the information provided in the Application Form and our verification data we will
calculate the Expected Base Volume for the Incentive Period as follows:
(a)
total the previous 24 months’ volume of Mailing Items of Advertising Content, working
back from the Start Date;
(b)
factor in a growth trend by comparing the 12 months of Year -1 with the 12 months of
Year -2 to determine the trend; and
(c)
use this sum to project forward the estimated volume for the 12 months following the
Start Date.
2.5
You agree that we will assess the Actual Incremental Volume as volume additional to the
Expected Base Volume.
2.6
Once we have evaluated the content of the Application Form and have determined that it is
acceptable to us, we will email the Acceptance to you no later than 10 Working Days after the
date on which we complete our verification of the Application Form information. The
Acceptance will state the Expected Base Volume and your expected postage credit value
(your Expected PCV).
- 14 -
2.7
If the Actual Incremental Volume is less than 250,000 items by the end of the Incentive
Period, then you shall have no right to receive any Postage Credits.
2.8
We may terminate your participation in the Advertising Content Incentive with immediate
effect, without any liability to you, if you have not commenced sending Mailing Items under
the Advertising Content Incentive within six months of the Commencement Date.
3
Changes
3.1
If, on or before the date that falls 11 months after the Start Date, you expect any of the
following changes:
(a)
the Actual Incremental Volume will exceed the Expected Incremental Volume; and/or
(b)
differences will occur in the volume of the Eligible Services and/or in the Mailing Item
format(s) from those your original Application Form indicates you will be using for the
Expected Incremental Volume; and/or
(c)
the Expected Incremental Volume will have additional Reference/UCID Numbers and/or
will be posted with different providers of UK postal services than those indicated in your
original Application Form,
then you may resubmit your original Application Form with your proposed revisions (the
Updated Application Form) to us.
3.2
The Updated Application Form must provide the following information for the revisions which
are you proposing:
(a)
an updated forecast of the Expected Incremental Volume and/or
(b)
a revised statement of the actual Eligible Services and/or Mailing Item format(s) you will
be using to post the Expected Incremental Volume; and/or
(c)
the additional Reference/UCID Numbers and/or the additional and/or different providers
of UK postal services you will be using to post the Expected Incremental Volume.
3.3
We shall confirm receipt of the Updated Application Form within 5 Working Days after receipt.
3.4
The Updated Application Form must be received by us not less than 10 Working Days prior to
you sending any such additional or different Scheme Mail to enable us to assess the eligibility
of your revisions and inform you of whether we accept your revisions.
3.5
Subject to paragraph 3.7, if you do not submit an Updated Application Form which amends
the Expected Incremental Volume, you will not receive Postage Credits for any Actual
Incremental Volume that exceeds the Expected Incremental Volume.
3.6
If you do not submit an Updated Application Form which amends the use of Eligible Services
and/or Mailing Item format(s) stated in the Application Form, you will not receive Postage
Credits for any Eligible Services and/or Mailing Items format that differ from those indicated in
the Application Form.
- 15 -
3.7
If you do not submit an Updated Application Form and the Actual Incremental Volume
exceeds the Expected Incremental Volume, we may nevertheless, at the time we evaluate
your Postage Credit Application, award, in our absolute discretion, additional Postage Credits
to you in a number not to exceed 10% of the Expected Incremental Volume.
3.8
During the Incentive Period you may notify us at any time of a reduction in the Expected
Incremental Volume. If the reduced Expected Incremental Volume is less than the Minimum
Expected Posting Volume, you shall have no right to receive any Postage Credits.
3.9
The changes in the Updated Application Form will only be effective for purposes of your
participation in the relevant Incentive after you have received an Acceptance from us which
states that we agree to the changes proposed in the Updated Application Form.
3.10
We will evaluate and accept updated application forms from you and the other Incentive
participants in an order of priority based on the date on which we receive each of the updated
application forms. You acknowledge and agree that Postage Credits are only available up to
the amount of the Postage Credits Limit. You also acknowledge and agree that we may not
accept the entire amount of the additional Expected Incremental Volume forecast in the
Updated Application Form if an insufficient number of Postage Credits are available at the
time we are evaluating the Updated Application Form or if we determine that the information
you have provided us in the Updated Application Form is insufficient.
4
Warranties
4.1
You warrant that:
4.1.1
the Mailing Items you will send under the Scheme will be new, incremental mail
volume and you will send it using the Eligible Services indicated in the Application
Form;
4.1.2
the Scheme Mail you declare as new incremental mail volume has not been, is not,
and will not be, included in any other Royal Mail incentive scheme or promotion;
4.1.3
all Scheme Mail shall comply with all relevant laws and regulations, including but not
limited to the CAP Code 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;
4.1.4
each of the Expected Incremental Volume and the Actual Incremental Volume only
includes mailing volume which is additional to that which you would have normally
sent in the absence of the Scheme;
4.1.5
neither the Expected Incremental Volume nor the Actual Incremental Volume
includes mailing volume switched from another postal operator or one of our other
postal services;
4.1.6
neither the Expected Incremental Volume nor the Actual Incremental Volume includes
mailing volume switched into an Incentive from a period outside the relevant Incentive
Period;
4.1.7
the Actual Incremental Volume does not include mailing volume which directly relates
to notices or other mailing items required by applicable law in respect of a merger or
- 16 -
acquisition that affects you and that occurred within the 24-month period prior to the
Start Date or within 12 months after the Start Date;
4.1.8
the Actual Incremental Volume does not include mailing volume which is the result of
switching between/among a company’s divisions, business units, brands or subbrands; and
4.1.9
none of the Actual Incremental Volume is connected with the calling of a local,
general or European election or referendum in the UK or other special event where it
is unlikely that the mailing volume for the event would be sent annually.
5
Royal Mail Mailmark® Transition Period
5.1
If the Eligible Service(s) used by you to post Actual Incremental Volume of Letters is provided
by Royal Mail (whether directly or indirectly through a Mailing Agent and/or an Access
Operator), such Eligible Service must use Royal Mail Mailmark® approved Letter services.
5.2
If you are not a participant in the Royal Mail Mailmark® programme at the time you submit the
Application Form, you may still be eligible to participate in the Scheme if you give an
undertaking that you will start using Royal Mail Mailmark® approved Letter services from no
later than 1st November 2016. Your undertaking to use Royal Mail Mailmark® approved
Letter services shall be evidenced by you providing us with your Royal Mail Mailmark®
participant's ID number on the Application Form.
5.3
With the exception of non-machineable Letters such as poly-wrapped Letter items, any Actual
Incremental Volume of Letters posted from and after 1st November 2016 which do not use
Royal Mail Mailmark® will not be eligible for Postage Credits under the Incentive.
- 17 -