(1) CONTRACTOR (the Contractor ) and (2) BUS ÉIREANN - IRISH BUS ( BE ) CONTRACT FOR SCHOOL TRANSPORT SERVICES FIVE YEAR

Transcription

1 (1) CONTRACTOR (the Contractor ) and (2) BUS ÉIREANN - IRISH BUS ( BE ) CONTRACT FOR SCHOOL TRANSPORT SERVICES FIVE YEAR Córas Iompair Éireann Solicitor s Office Bridgewater House Islandbridge Dublin 8. Ref: CFive13/59/23/PN/D6c/

2 CONTENTS Clause Page No 1 Definitions and Interpretation Services to be provided Travel Permits and Equipment Drivers Accidents Inspection Charges Pay and Conditions of Employment Data Protection Non-Solicitation Tax Clearance Indemnity Intellectual Property Insurance Duration and Termination Suspension Force Majeure Confidentiality Costs and Expenses Re-Organisation of Bus Éireann Further Assurance Variations Waivers And Alternative Remedies No Partnership Scope of Authority Assignment/Sub-Contracting Notices and Service Counterparts Severance Entire Agreement Governing Law Jurisdiction...26 Schedule One... Term, Regional Manager, Route(s) and Operating Board

3 Schedule Two... Contractor s Personnel Schedule Three... The Contractor... Schedule Four... The Charges... Schedule Five... Insurance Requirements. 3

4 CONTRACT FOR SCHOOL TRANSPORT SERVICES PARTIES (1) THE PERSON, FIRM OR COMPANY DESCRIBED IN SCHEDULE THREE (the Contractor ); (2) BUS ÉIREANN IRISH BUS, Broadstone, Dublin 7 ( BE ). WHEREAS:- A. At the request of the Minister, school transport services are provided by BE for the carriage of School Children to and from Schools and other specified locations. B. BE requires assistance to provide aspects of those school transport services. C. The Contractor is engaged in the business of offering the services required by BE, and has the requisite skill, knowledge and experience in that field. D. In reliance upon that skill, knowledge and expertise, BE wishes to engage the Contractor upon the terms and conditions set out below. NOW IT IS HEREBY AGREED AS FOLLOWS: 1 DEFINITIONS AND INTERPRETATION 1.1 In construing this Contract for School Transport Services, the following words and expressions shall have the meanings herein assigned to them:- Approved Centre means a centre approved by the Road Safety Authority under Regulation 12 of the Driver CPC Regulations; BE means Bus Éireann - Irish Bus and includes its successors and assigns; BE Content means any information, content or material provided by BE in connection with this Contract; Change of Control means a change in the possession, whether directly or indirectly, of the power to direct or cause the direction of the Contractor s management or policies, whether through ownership of shares, by contract, or by any other means; Children means the children to be transported in accordance with the Route(s), as notified from time to time by BE to the Contractor; CIE means Córas Iompair Éireann and includes its successors and assigns; Commencement Date means the date of commencement of the Term as specified in Schedule One; Contractor s Personnel means the Contractor s employees, servants and agents (including, for the avoidance of doubt, the Contractor and/or the Driver (as the case may be) where the context so requires and the personnel identified in Schedule Two) and other persons working for the Contractor and any other person assisting the Contractor to perform the Contract; Council Regulation 561/2006 means Regulation (EC) No 561/2006 of the European Parliament and of the Council, dated 15 th March 2006, on the harmonisation of certain social 4

5 legislation relating to road transport and amending Council Regulation (EEC) No 3821/85 and (EC) No 2135/98 and repealing Council Regulation (EEC) No 3820/85; Driver means a person permitted to drive a School Bus in accordance with Clause 4 and provided that the Contractor is so permitted to drive, a reference to Driver in this Contract shall include the Contractor where the context so requires; Driver CPC Regulations means the European Communities (Vehicle Drivers Certificate of Professional Competence) (No. 2) Regulations 2008 (S.I. No. 359 of 2008); Equipment means any equipment supplied by BE to the Contractor during the Term; Intellectual Property means trade marks, service marks, trade names, logos (whether registered or not), patents, inventions, registered and unregistered design rights, copyrights (including rights in computer software), typography rights, rights of extraction relating to data bases, data base rights and all other similar proprietary rights which may subsist in any part of the world including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registration; International Road Passenger Transport Operator s Licence means an international road passenger transport operator s licence granted under Section 2 of the Road Traffic and Transport Act 2006; Know How means know how, trade secrets, confidential technical and proprietary industrial and commercial information and techniques in any form (including paper, electronically stored data, magnetic media, film and micro film), including (without limiting the foregoing) drawings, reports, plans, specifications, notes of meetings, photographs, instruction and training manuals and any similar proprietary rights which may subsist anywhere in the world; Minister means the Minister for Education and Skills; Month means calendar month; National Road Passenger Transport Operator s Licence means a national road passenger transport operator s licence granted under Section 2 of the Road Traffic and Transport Act 2006; Operating Board means the timetable and instructions to be followed by a School Bus and its Driver as set out in Schedule One, as the same may be amended from time to time by and the absolute discretion of BE; Parties means BE and the Contractor and Party means either of them; Regional Manager means the person specified in paragraph 2 of Schedule One and such other person who is appointed from time to time by BE as the Regional Manager of BE responsible for the Route(s) and includes such other person as may be acting for or on behalf of the Regional Manager; Road Passenger Transport Operator s Licence means an International Road Passenger Transport Operator s Licence or a National Road Passenger Transport Operator s Licence; Road Traffic Acts means the Road Traffic Acts 1961 to 2011 and any regulations issued from time to time thereunder; 5

6 Route means the route(s) to be followed by a School Bus as set out in Schedule One, as the same may be amended from time to time by BE; Safety, Health and Welfare at Work Acts means the Safety, Health and Welfare at Work Act 1989 and the Safety, Health and Welfare at Work Act 2005 and any regulations issued from time to time thereunder; School means any national or secondary school or any school or institution which provides continuation or technical education or vocational training, as notified from time to time by BE to the Contractor; School Bus means the road vehicle(s) which the Contractor uses for the purpose of this Contract, particulars of which have been agreed with BE and which vehicle(s) must not be changed temporarily or permanently without the prior written agreement of BE; School Centre means a location at or near which one or more Schools are grouped, as notified from time to time by BE to the Contractor; School Day means any day upon which a School relevant to the Route is open for tuition in accordance with the normal school curriculum and includes any day upon which examinations are held at the School; Services means the services to be provided by the Contractor to BE pursuant to this Contract, as more particularly specified in the Operating Board, Clause 2 of this Contract and any other services which can reasonably be inferred as being required for the proper execution of the same, including the Contractor s maintenance of each of the Contractor s School Buses in accordance with the provisions of this Contract; SI 62 of 2008 means the European Communities (Road Transport) (Working Conditions and Road Safety) Regulations 2008 (S.I. No. 62 of 2008); SI 697 of 2011 means the European Union (Occupation of Road Transport Operator) Regulations 2011 (S.I. No. 697 of 2011); Term means the term of this Contract as specified in Schedule One unless this Contract is otherwise terminated prior to the expiry of the Term in accordance with the provisions of this Contract; Travel Permit means a ticket or document or electronic method of storing travel permission issued by BE authorising the School Child named thereon to travel by School Bus; Unscheduled Closure means any day or any period of days on which the School(s)/School Centre(s) relevant to (one of) the Routes is/are closed unexpectedly excluding the normal vacations, mid-term breaks, Church and public holidays and other such planned closed days; and Working Day means a day which is not a Saturday, Sunday or public holiday. 6

7 1.2 In this Contract, a reference to: a statutory provision or law includes a reference to the statutory provision or law as amended, modified or re-enacted from time to time and any subordinate legislation made from time to time under the statutory provision or law; clauses, sub-clauses, paragraphs, sub-paragraphs and schedules are to clauses, subclauses, paragraphs, sub-paragraphs and schedules to this Contract unless the context otherwise suggests; a person includes a reference to a body corporate, association or partnership; a person includes a reference to that person s legal personal representatives, successors and lawful assigns; and a document is a reference to that document as from time to time supplemented or varied. 1.3 Headings to clauses are for convenience only and do not affect the interpretation of this Contract. 1.4 In the event that an ambiguity or question of intent or interpretation arises, no rule of legal interpretation applies to the disadvantage of a Party by virtue of that Party having provided the Contract or any part thereof or that a term of the Contract is for that Party s benefit. 2 SERVICES TO BE PROVIDED 2.1 BE appoints the Contractor to perform the Services on a non-exclusive basis on the terms and conditions contained in this Contract, and the Contractor accepts such appointment. The Contractor acknowledges and agrees that, notwithstanding the execution of this Contract, BE shall not be under any obligation to request the Contractor to provide the Services or any other services in connection with the Contract and the Contractor shall not be entitled to make any claim against BE in respect of BE s failure to call on the Contractor to provide any of the Services. BE shall be entitled at BE s absolute discretion to seek tenders for any Services from any third party. 2.2 The Contractor shall commence providing the Services on the Commencement Date, or in the absence of a commencement date being so specified, upon being notified by BE to commence providing the Services. 2.3 The Contractor shall: on each School Day provide by means of the School Bus(es) a transport service for the carriage of School Children (and adult escorts with such School Children where required by the School in question and agreed with BE ( Adult Escorts )) to and from the School(s)/ School Centre(s) and appointed stopping places; and operate the said transport service along the Route(s) for the number of School Children and at the times specified, as notified from time to time by BE to the Contractor. 2.4 The Contractor shall not, for the purposes of this Contract, use, or allow the use of any vehicle(s) or driver(s) other than the School Bus(es) and Driver(s) agreed in advance with BE. The Contractor expressly acknowledges and agrees that this Clause 2.4 includes a specific prohibition against the temporary use of any vehicle or driver which does not comply with this 7

8 Clause 2.4, whether due to the breakdown or unavailability for any reason of any School Bus or Driver or otherwise. 2.5 The Contractor shall carry out all directions given by BE as to the conduct and operation of the Services in general, including, but not limited to, alterations to the Route, the numbers of children and/or Adult Escorts to be carried, the Operating Board or appointed stopping places and also any directions which may be required to give effect to any arrangements made by BE under Clause 2.6. Where any direction so given increases or reduces the mileage to be covered by the Contractor in respect of the Services, BE shall make an appropriate adjustment in the Charges payable to the Contractor under Clause The Contractor acknowledges and agrees that in the event of the numbers of children or Adult Escorts requiring transport to any School(s)/School Centre(s) being reduced or curtailed during the period of this Contract for whatever reason, including, but not limited to, withdrawal of teaching staff, the closure of any School(s) or non-compliance by parents/guardians with requirements specified from time to time by the Department of Education and Skills regarding payment of a contribution, periodic or otherwise, towards the cost of school transport, the Regional Manager shall be empowered to make whatever arrangements the Regional Manager feels necessary to provide adequate services for such reduced or curtailed numbers, including, without limitation, the suspension of this Contract or the re-allocation or re-organisation of Routes. The decision of the Regional Manager in that regard shall be final. 2.7 The Contractor shall strictly adhere to the Operating Board and shall not deviate from the Route or alter the Operating Board or change the stopping places without prior directions from BE. 2.8 The Contractor shall keep and maintain every School Bus in a safe and roadworthy condition, complying in all respects with this Contract and all applicable laws, including, without limitation, the Road Traffic Acts, the Safety, Health and Welfare at Work Acts and any relevant provisions of European law. 2.9 The Contractor shall keep and maintain every School Bus clean, internally and externally, free of graffiti and free of broken, cut, torn or vandalized components, to the satisfaction of BE The Contractor shall provide and display on or affix to every School Bus such notices, signs and/or signalling devices as required by applicable law or as shall be otherwise specified from time to time by BE. The Contractor shall ensure that all such notices, signs or signalling devices shall be displayed or affixed whilst each School Bus is operating under this Contract Where required by BE, the Contractor shall ensure that each School Bus is equipped with suitable means of communication which may be utilised in an emergency. All costs in relation to or arising out of the provision, operation and maintenance of such means of communication shall be borne by the Contractor The Contractor shall advise BE immediately of: any contemplated change of any School Bus in lieu of those already agreed with BE; any contemplated change of any Driver in lieu of those already agreed with BE; any alteration of insurance cover of any School Bus and shall immediately furnish evidence of any such alteration to BE; 8

9 the renewal on expiry date, any failure to renew and/or alteration at any time, of any public service vehicle licence and/or licence issued under applicable law for the carriage of School Children for reward to and from school, in respect of any School Bus in use under this Contract and shall immediately furnish such licences upon request to BE for inspection; the renewal on expiry date, any failure to renew and/or alteration at any time, of any CPC and/or driver CPC (as defined in the Driver CPC Regulations) and shall immediately furnish such certificate and/or document upon request to BE for inspection; and particulars of roadworthiness certificate(s), the renewal thereof on expiry date, any failure to renew and/or any alteration at any time, insofar as same are applicable to any School Bus and shall immediately furnish all such certificates upon request to BE for inspection. This Contract is conditional on the production of a valid roadworthiness certificate to BE The Contractor shall: carry out all duties and responsibilities which may be required to secure the timely and satisfactory completion of the Services and which would ordinarily and properly be carried out by an independent contractor in relation to services comparable in size, scope, complexity and purpose to the Services; act in a thoroughly competent and efficient manner and in the best interests of BE so as to give to BE the full and complete benefit of the Contractor s experience and expertise; comply with BE s conditions of carriage; comply with all applicable laws including, without limitation, the Road Traffic Acts, the Safety, Health & Welfare at Work Acts and any relevant provisions of European law; produce to BE (if requested) a safety statement setting out the basis upon which the Services are to be carried out, and ensure that the safety statement is complied with in all respects by the Contractor s officers, employees, servants and agents; ensure that the Services are performed in accordance with such operational requirements, safety requirements and security requirements as may be notified from time to time by BE to the Contractor and ensure that such requirements are complied with in all respects by the Contractor s officers, employees, servants and agents; keep itself fully informed of and comply with all guidelines and recommendations relating to the Services, including those issued by the Department of Transport, Tourism and Sport and the Road Safety Authority; keep itself fully informed of and comply with all recommendations issued by the manufacturer of each School Bus; keep detailed safety records in respect of each School Bus and maintenance records of all work carried out on each School Bus and, at BE s request, make all such records available for inspection and provide copies thereof to BE or any third party nominated by BE; 9

10 provide all personnel, equipment, materials, services, maintenance and other resources necessary or appropriate for the safe, full and proper performance of the Services; comply with the Driver CPC Regulations; ensure that the Operating Board and any other transport time schedule agreed in respect of this Contract comply with the requirements of Council Regulation 561/2006 and SI 62 of 2008; subject to compliance with applicable law, provide to BE on request all such records, data and other information (including in respect of the Contractor s Personnel) as may be required by BE relating to the performance of this Contract or as otherwise required by applicable law;and without prejudice to the generality of any of the above clauses, carry out a safety inspection of each School Bus at a maximum of six weekly intervals such inspection to be carried out in accordance with the guidelines issued by the Road Safety Authority The Contractor represents and warrants to BE that the Contractor is experienced in providing services comparable in type, scope, complexity and purpose to the Services and that the Contractor has exercised and will continue to exercise in the performance of the Services, that standard of skill, care and diligence reasonably to be expected of a properly qualified contractor experienced in providing services comparable in type, scope, complexity and purpose to the Services The Contractor represents and warrants to BE that: the Contractor has all necessary power and authority to execute, deliver and perform the Contractor s obligations under this Contract; the execution, delivery and performance by the Contractor of the Contract has been authorised by all necessary action on the Contractor s part; and each of the obligations of the Contractor under this Contract constitute legally binding obligations The Contractor shall at the Contractor s cost attend such meetings with the Regional Manager or any other person or body as may be notified from time to time to the Contractor The Contractor agrees that the Services shall be provided by the personnel identified in Schedule Two (as the same may, subject to Clause 4, be amended from time to time by written agreement between the Parties and which personnel shall come within the definition of Contractor s Personnel ), who shall be devoted whole-time, or substantially whole-time, in the performance of the Services. No change in any such personnel shall be made without BE s prior consent The Contractor shall at all times during the period of this Contract obey all lawful and reasonable requests of the Regional Manager or BE or BE s authorised agents The Contractor shall be responsible for making all PAYE deductions for tax and health insurance contributions from the remuneration which it pays to Contractor s Personnel and the Contractor agrees to indemnify BE in respect of any claims or demands which may be made by the relevant authorities against BE in respect of income tax relating to the provision of the Services by the Contractor. 10

11 2.20 The Contractor shall, where required by BE, procure that Drivers, where necessary, assist designated School Children in boarding and alighting from a School Bus The Contractor shall ensure that: School Bus(es) are equipped with safety belts; all such safety belts comply with applicable law and all guidelines for the installation of safety belts in buses as may be issued from time to time by the Department of Transport, Tourism and Sport and/or the Road Safety Authority; no School Bus is older than twenty (20) years old; the Contractor has a Road Passenger Transport Operator s Licence issued in the Contractor s name and that the current original version of the said Road Passenger Transport Operator s Licence shall be provided to BE on request; and in respect of each School Bus, each of the following documents are issued in the Contractor s name: vehicle registration certificate; motor insurance certificate; vehicle licence; and certificate of roadworthiness; and that the current original version of all such documents shall be provided to BE on request Without prejudice to the generality of Clause 2.21, the Contractor shall, where required by BE, ensure that School Bus(es) are installed or fitted with seat belts, suitable safety harnesses and/or special seats for the carriage of designated School Children to and/or from School The Contractor acknowledges and agrees that notwithstanding any other provision of this Contract, any failure to comply with Clause 2.21 or Clause 2.22 shall entitle BE to terminate this Contract forthwith. 3 TRAVEL PERMITS AND EQUIPMENT 3.1 BE shall notify the Contractor of the School Children and, where applicable, Adult Escorts, who are holders of a Travel Permit or of a written authorisation issued by BE authorising travel by School Bus in accordance with this Contract. 3.2 It shall be the responsibility of the Contractor to ensure that the Contractor and each Driver check that School Children are holding a valid and current Travel Permit or written authorisation issued by BE and that Adults Escorts are authorised by BE and School authorities prior to providing transport. The Contractor shall ensure that the Contractor and each Driver shall, at the Contractor s cost, carry out such checks using such device and in such manner as may be specified from time to time by BE. 3.3 BE shall be entitled to refuse payment to the Contractor where transport is provided for School children and/or adults escorting such School children who are not authorised in accordance with Clause

12 3.4 BE may, at its absolute discretion, provide the Contractor with the Equipment. BE shall be responsible for the cost of installing the Equipment on the School Bus. 3.5 The Contractor shall not use the Equipment on any School Bus except while providing the Services. 3.6 Property in the Equipment shall at all times remain with BE. The Contractor shall be responsible for all such Equipment and shall use its best endeavours to preserve and protect the Equipment in proper working order and condition. All Equipment shall be at the Contractor s risk from the time of delivery to the Contractor to the time of return to or collection by BE and the Contractor shall indemnify BE from and against any loss or damage to such Equipment, which for the avoidance of doubt, but without limitation to the generality of the foregoing, shall include any damage caused by vandalism. 3.7 BE shall be responsible for the maintenance of the Equipment for the Term, provided however that if any damage is caused to the Equipment due to the negligence of the Contractor, its employees, servant or agents, then the Contractor shall be responsible for the repair or replacement of the Equipment and all costs and expenses relating thereto. The Contractor shall allow BE on site access to any School Bus fitted with the Equipment at the location at which such vehicle is based for the purposes of inspecting, testing, maintaining and retrieving the said Equipment. In the event that any School Bus fitted with any Equipment is withdrawn from use in the provision of the Services, the Contractor shall immediately notify BE who shall make arrangements for the removal of the Equipment from the School Bus. 3.8 On the expiry or earlier termination of this Contract, the Contractor shall immediately return all Equipment to BE or shall allow BE to remove all such Equipment. Failure to comply with this provision shall render the Contractor liable to pay BE a sum equal to the full replacement value of any such equipment not returned to or recovered by BE. 3.9 The Contractor shall be responsible for and shall release, indemnify and hold harmless BE and BE s officers, employees and agents from and against all proceedings, actions, costs (including legal costs), charges, claims, expenses, damages, liability, losses and demands in respect of any injury to or the death of any person whatsoever or in respect of any loss of or damage to any property caused by or arising from the installation of any Equipment on any School Bus BE reserves the right to make a nominal charge to the Contractor for the Equipment. 4 DRIVERS 4.1 The Contractor shall not, and shall not permit any person to, drive a School Bus unless the Contractor has ensured: the person is a competent and experienced driver duly licensed to drive such School Bus in accordance with the provisions of the Road Traffic Acts; the person has been found physically and mentally fit to drive the category of School Bus shown on that person s driving licence; the person has supplied a certificate of a registered medical practitioner as evidence of confirmation of that person s physical and mental fitness. The Contractor shall furnish the said certificate to BE upon receipt; and the person complies with the Driver CPC Regulations. 12

13 The Contractor acknowledges and agrees that the driving of a School Bus by any other person is expressly prohibited by this Contract. 4.2 Without prejudice to the generality of Clause 4.1, it is a condition of this Contract that no person shall be allowed to drive a School Bus, if, having been requested: he/she has refused to submit himself/herself to medical examination by a doctor nominated in writing by BE or if, having so submitted himself/herself, he/she has been certified as unfit. This condition is in addition to and distinct from, any requirement as to medical examination necessary for the obtaining of any licence or certificate to drive under any statute or regulation. BE may, from time to time, during the Term, require any person who is driving or proposes to drive any School Bus to re-submit himself/herself for further medical examination by a doctor nominated by BE in writing, and in the event of such doctor certifying that such person is no longer medically fit to drive the said School Bus, such person shall no longer be permitted to do so. BE may in any particular case, having required such person to submit himself/herself or re-submit himself/herself for examination, direct that such person does not in any event drive a School Bus for the purpose of carrying out the Services under this Contract until the doctor s certificate has been issued; he/she or the Contractor fails to provide BE with a certificate of a registered medical practitioner as evidence of confirmation of that person s physical and mental fitness in accordance with Clause 4.1, or if having provided BE with a certificate, BE is not satisfied with the contents of the certificate. 4.3 The Contractor shall, when requested by BE, ensure that Drivers, or any person proposing to drive any School Bus, attend driver training courses as specified by BE. The Contractor shall be responsible for and discharge all the costs of and relating to the driver training. For the avoidance of doubt, nothing in this Clause 4.3 shall relieve the Contractor or any of its Drivers from their respective obligations under the Driver CPC Regulations. 4.4 The Contractor acknowledges and agrees that in order to achieve the appropriate and necessary health and safety standards in providing the Services, the Contractor shall not, and shall not permit any person, to drive a School Bus unless the Contractor has ensured the person has a sufficient knowledge of the English language which enables that person to: interact and communicate orally in English with School Children and other third parties without the aid of a translator; and complete an accident report form in the event of an accident. 4.5 Subject to compliance with applicable law, the Contractor shall ensure that where required by applicable law or where otherwise requested by BE, all Contractor s Personnel engaged in the provision of the Services: are appropriately vetted, by reference to past employer references, in particular the most recent employer and by requesting criminal record checks from An Garda Siochana or, where appropriate, ensuring that prospective employees provide the necessary clearance from other appropriate police authorities; and furnish to BE all necessary authorisations to enable BE to obtain a statement from An Garda Siochana and, where appropriate, from other appropriate police authorities, as to whether any convictions have been recorded against them (the Vetting Process ). 13

14 The Contractor shall bear the costs in connection with the Vetting Process as may be specified from time to time by BE. 4.6 Without prejudice to the generality of the Road Transport Act 2011 and SI 697 of 2011, the Contractor shall immediately notify BE if the Contractor or any of the Contractor s Personnel engaged in the provision of the Services: are charged with any criminal offence; and have been or become convicted of any criminal offence. 4.7 BE reserves the right at its absolute discretion to object at any time to any person nominated or engaged by the Contractor as a driver of any School Bus. Without prejudice to the foregoing, it is a condition of this Contract that in the event of BE informing the Contractor of its objection to any driver, the following provisions shall apply: the Contractor shall forthwith cease to deploy that driver on any Route; BE shall be under no liability whatsoever to either the Contractor or the driver in the event of termination of the driver s engagement and neither the Contractor nor the driver shall have any entitlement to damages or compensation or any other redress if the driver s engagement is terminated in accordance with this Clause 4.7; BE reserves the right at its absolute discretion to investigate any complaint relating to any driver and may refer any such complaint to the Contractor and/or the relevant driver for a response. For the avoidance of doubt, BE is under no obligation to conduct any such investigation and BE may require the Contractor to immediately withdraw the driver in question from the relevant Route irrespective of whether or not BE decides to conduct such an investigation; BE may request the Contractor to nominate a new driver to carry out the Services in respect of the driver who has been removed, and until such time as BE agrees to the appointment of a replacement driver, the provisions of Clause 7.2 shall apply. 4.8 The Contractor shall procure the agreement in writing of each of its nominated School Bus drivers to this Clause 4 and this Contract is conditional on the Contractor s compliance with this Clause Without prejudice to the generality of Clause , the Contractor shall furnish to BE, within twenty-one (21) days of the date of issue, a receipt of attendance duly completed by an Approved Centre in respect of each Driver and each CPC module completed by that Driver. 5 ACCIDENTS 5.1 The Contractor shall immediately report to BE all accidents involving School Children and/or any School Bus whilst operating under this Contract. Such report shall be made verbally or by telephone and shall be promptly confirmed subsequently in writing on a report form supplied by BE or otherwise as may be specified from time to time by BE. The Contractor acknowledges and agrees that this condition is in addition to and distinct from any obligation of the Contractor under statute, regulations, or the terms of any vehicle insurance policy. 14

15 6 INSPECTION 6.1 The Regional Manager shall be entitled to inspect and review the performance by the Contractor of the Services, or may arrange for a third party to inspect and review the performance of the Services during the Term. Without prejudice to the generality of the foregoing, the Regional Manager (and such other person(s) as may be acting for or on behalf of the Regional Manager or the said third party) shall be entitled to check tickets, inspect the performance of the Services (including, but not limited to, monitoring the ability of the driver of any School Bus to drive the same), review and inspect the Contractor s School Bus maintenance procedures and records and examine or test any School Bus, and, for those purposes, may board any School Bus in the course of service or have access thereto at all reasonable times at the place where such School Bus and/or records are kept. The Contractor shall bring any School Bus to such location as may be required by BE for the purposes of this Clause If as a result of any such inspection or review as aforesaid: the Regional Manager is of the opinion that the Contractor has failed any such inspection or review, BE may terminate the Contract under Clause ; or the Regional Manager is of the opinion that the Services are not being performed in accordance with the Contract, the Regional Manager may so inform the Contractor in writing and the Contractor shall take such steps as may be necessary to ensure such compliance. 6.3 The Contractor shall bear the costs of such inspections and reviews as may be specified from time to time by the Regional Manager. Any notification under Clause shall not constitute a waiver and shall be without prejudice to any of BE s other rights under the Contract. 6.4 The Contractor shall be solely responsible for the due and safe performance of the Services, and neither the facilities for inspection, review, check and/or test (whether availed of or not) nor any approval, direction, supervision, monitoring, authorisation or control (whether or not given or exercised) by or on behalf of BE over the performance of the Services or otherwise shall exonerate or release the Contractor from any of the Contractor s liabilities, duties, responsibilities or obligations under or in connection with this Contract or otherwise. 7 CHARGES 7.1 In consideration of the provision of the Services in accordance with the provisions of this Contract, BE shall pay to the Contractor the charges described in Schedule Four (the Charges ), as the same may be amended from time to time by and at the absolute discretion of BE. The Charges shall be the sole charges payable in respect of the Services performed in accordance with this Contract. 7.2 Where the Contractor fails to provide all or part of the Services on any School Day or if all or part of the Services are not required on a particular day (being a day which would normally be a School Day), then in respect of any such Services, BE shall make a deduction from the Charges of an amount equivalent to what would otherwise have been payable to the Contractor. 7.3 Notwithstanding Clause 2.6 and the other provisions of this Clause 7, a special payment may be made to the Contractor where on any day, or for any period of days, the Services are not required at all or the amount of the Services required is below the amounts specified to the Contractor in accordance with Clause 7.1 and such reduction in the required Services is due to 15

16 Unscheduled Closure of the School(s)/School Centre(s). The circumstances of such payment and level thereof will be at the absolute discretion of and as authorised by the Minister to BE who shall notify the Contractor in writing of arrangements for special payment under this Clause The Contractor shall submit an invoice solely in respect of the Services which have been provided by the Contractor, at four-weekly intervals as nominated by BE. Such invoice must quote BE official reference and must be addressed to the person specified in Schedule Four. 7.5 Payment in respect of amounts due to the Contractor shall under this Contract be made within thirty (30) days of a correctly completed invoice being received by BE, save to the extent that any dispute arises in relation to the same. 7.6 All invoices shall be accompanied by such additional information as BE may reasonably request to verify the amounts so involved. 8 PAY AND CONDITIONS OF EMPLOYMENT 8.1 The Contractor shall fully observe and comply with the provisions of all applicable employment legislation and regulations in force in Ireland from time to time during the Term of this Contract including, and without limitation, the National Minimum Wage Act, 2000, any Employment Regulation Orders issued by a Joint Labour Committee pursuant to Section 42 of the Industrial Relations Acts 1946 to 2004 or Registered Employment Agreements as provided by Section 27 of the Industrial Relations Acts, 1946 to 2004 ( Employment Law ). 8.2 Without prejudice to the generality of Clause 8.1, the Contractor shall in respect of: Contractor s Personnel employed by, or otherwise working for, the Contractor; and all other Contractor s Personnel, ensure that their employers, or the persons for whom they are working; do all of the following: ensure that the rates of pay and the conditions of employment (including in relation to pension contributions) of each Contractor s Personnel comply with all applicable law, and that those rates and conditions are no less favourable than those for the relevant category of Contractor s Personnel in any employment agreements registered under the Industrial Relations Acts 1946 to 2004; pay all wages and other money due to each Contractor s Personnel; ensure that Contractor s Personnel s wages are paid in accordance with the Payment of Wages Act 1991 and are never more than one month in arrears or unpaid; pay all pension contributions and other amounts due to be paid on behalf of each Contractor s Personnel; make all deductions from payments to Contractor s Personnel required by applicable law, and pay them on as required by applicable law; keep all consents and records which the Contractor is required to keep under Employment Law. Without prejudice to the generality of the foregoing, the Contractor shall keep proper records (including time sheets, wage books and 16

17 copies of pay slips) showing the wages and other sums paid to and the time worked by each Contractor s Personnel, deductions from each Contractor s Personnel s pay and their disposition, and pension and other contributions made in respect of each Contractor s Personnel, and produce on demand those records for inspection and copying by BE and any persons authorised by BE, whenever required by BE; produce on demand any other records relating to the rates of pay, pension and other contributions, deductions from pay and their disposition, conditions of employment of Contractor s Personnel, rest periods and annual leave for inspection and copying by BE and any persons authorised by BE, whenever required by BE; 8.3 BE shall be entitled to make random checks requiring production of records under Clause and Clause If BE so requests, the Contractor shall, within 5 Working Days after the receipt of the request, give to BE a statement showing the amount of wages and other payments due at the date of the request to and in respect of each Contractor s Personnel, or, in respect of Contractor s Personnel not employed by or otherwise working for the Contractor, ensure that their employer or the person for whom they are working does the same. 8.5 If the Contractor has not complied with this Clause 8, BE shall (without limiting its other rights or remedies) be entitled to estimate the amount that should have been paid to the Contractor s Personnel and contributions that should have been made on their behalf, and BE may deduct the estimated amount from any payment due to the Contractor, until BE is satisfied that all proper amounts have been paid. 8.6 The Contractor shall at the cost of the Contractor and whenever required by BE, furnish to BE a certificate from the Contractor s auditors verifying compliance by the Contractor with Employment Law. 8.7 If the Contractor does not comply with this Clause 8, it shall pay to BE any costs BE (including any persons authorised by BE) incurs in investigating and dealing with the noncompliance. 8.8 BE shall be entitled to treat any breach of this Clause 8 as a material breach of the Contract which is incapable of remedy for the purposes of Clause and accordingly BE may, without prejudice to any other right or remedy, terminate this Contract forthwith by giving the Contractor written notice thereof to take effect in accordance with Clause 27 or upon such other day as may be specified in the notice. Notwithstanding any other provision of this Contract, the Contractor shall not be entitled to any compensation in consequence of any such termination. 9 DATA PROTECTION 9.1 The Contractor shall ensure that in performing this Contract and the Services, it shall comply with the Data Protection Acts 1988 and 2003, including without limitation, securing and maintaining all data protection registrations required for the performance of this Contract and the Services. 10 NON-SOLICITATION 10.1 The Contractor agrees that, both during the continuance of this Contract and for a period of two months thereafter, it shall not employ or solicit or endeavour to solicit or entice away from 17

18 the service of BE any person employed by BE in any capacity whatsoever, whether or not such an employee would commit a breach of his employment contract in so doing. 11 TAX CLEARANCE 11.1 This Contract is conditional on the production by the Contractor to BE of a current Tax Clearance Certificate from the Revenue Commissioners and any payment under this Contract is conditional on BE having in its possession at the time of payment a current Tax Clearance Certificate. 12 INDEMNITY 12.1 The Contractor acknowledges that BE will be relying on the Contractor s skill, expertise and experience in providing services of the nature to be provided in this Contract. BE will also be relying on the accuracy of all representations or statements made by the Contractor in connection with the provision of the Services and performance of this Contract. The Contractor hereby agrees to indemnify and hold harmless BE and BE s officers, employees servants and agents against all losses, damages, actions, claims, demands, liabilities, costs (including legal costs) and professional and other expenses of any nature whatsoever incurred or suffered by BE arising out of the Contractor s negligence, non-performance, breach of contract, breach of duty or breach of statutory duty in providing the Services or performing this Contract Without limiting Clause 12.1, the Contractor shall indemnify, keep indemnified and hold harmless CIE, BE and the Minister and their respective officers, employees, servants and agents from and against all proceedings, actions, costs (including legal costs), charges, claims, expenses, damages, liability, losses and demands arising from: any disease or injury to, or the death of any person whatsoever; any loss of or damage to any property; breach of statutory duty; third party claims; in respect of the provision of the Services under this Contract or while present on CIE s or BE s premises Where the Contractor is more than one person, the liabilities, duties, responsibilities and obligations of the Contractor under this Contract shall be joint and several. 13 INTELLECTUAL PROPERTY 13.1 The Contractor shall only use the BE Content for the purposes of the performance of its obligations under this Contract and strictly in accordance with the written instructions of BE The Contractor acknowledges and agrees that the BE Content is and shall at all times remain the exclusive property of BE and/or its licensors. All right, interest and title in and to all Intellectual Property and Know-How in the BE Content shall be and remain vested in BE. BE hereby grants the Contractor a non-exclusive, non-transferable, revocable licence to use the BE Content only for the duration of this Contract and to the extent that such use is strictly necessary under this Contract Nothing in this Contract shall give the Contractor any rights in respect of any Intellectual Property or Know How of BE in relation to the Services or otherwise or of the goodwill 18

19 associated therewith and the Contractor acknowledges that it shall not acquire any rights in respect thereof and that all such rights and goodwill are, and shall remain, vested in BE The Contractor shall use its reasonable endeavours to assist BE in protecting all Intellectual Property and Know How of BE and the Contractor shall not knowingly do or cause or permit anything to be done which may endanger the Intellectual Property Rights or the Know How of BE. 14 INSURANCE 14.1 The Contractor agrees to maintain the insurances set out in Schedule Five for the particular terms specified with insurers approved by BE Prior to the execution of this Contract and at any time thereafter if requested by BE, the Contractor shall provide BE with such evidence as BE shall require verifying that all insurance is in force for the periods specified. The said requirement shall include, but not be limited to, the provision by the Contractor to BE prior to the execution of this Contract of a duly completed insurance questionnaire in such form as may be specified from time to time by BE. The Contractor shall notify BE immediately in the event that any of the insurances ceases to be available or maintained Any motor insurance, public liability and employers liability insurance policies described in Schedule Five shall include an indemnity to principals clause specifically indemnifying BE, CIE and the Minister. None of the policies described in Schedule Five shall include any terms or conditions to the effect that the Contractor must discharge any liability before being able to recover from the insurers The Contractor agrees, represents and warrants to BE that the insurance policies set out in Schedule Five will also indemnify BE against any acts, omissions, negligence or breach of any employees, servants or agents of the Contractor or that such agents will carry insurance to the same levels and on terms at least as favourable to BE as those required from the Contractor. The Contractor shall indemnify BE for any loss suffered by BE due to the failure of the Contractor to comply with this obligation If the Contractor fails to provide the insurance cover specified in the Schedule Five, BE may do so for the whole or part of the period for which such cover is required, without being under any obligation so to do, and may deduct any costs it incurs in obtaining such cover from any sums due to the Contractor under the Contract, or otherwise recover such sums from the Contractor The Contractor shall be liable to pay the full amount of any deductibles or excess amounts payable under the policies of insurance referred to in the Schedule Five, in the event of a claim under any of the policies referred to therein Where the level of indemnity to be provided under any insurance policy referred to in the Schedule Five is an aggregate amount, the Contractor shall notify BE of any claims made under such policy forthwith. BE reserves the right to request that such policies provide a separate aggregate limit in respect of any claims arising out of or relating to this Contract. 15 DURATION AND TERMINATION 15.1 The Contract shall come into force on the Commencement Date and shall continue in force until the expiry of the Term, unless terminated earlier hereunder At least 30 days prior to each anniversary of the Commencement Date, the Contractor shall provide BE with current versions of all documentation required by BE in respect of this 19

20 Contract, including, but not limited to, vehicle registration certificate, motor insurance certificate, vehicle licence, certificate of roadworthiness, driving licence, doctor s certificate, completed insurance questionnaire and receipt of attendance completed by an Approved Centre in respect of each Driver and each CPC module completed by that Driver (the Contract Documentation ) If the Contractor: fails to comply with a notice under Clause requiring the Contractor to improve the Services being performed pursuant to the Contract within the time frame specified in the notice; fails, in the opinion of the Regional Manager, to carry out the Services safely or with due diligence and expedition; contravenes the provisions of Clause 26; abandons or threatens to abandon the Contract; commits a material or persistent breach of the Contract and fails to remedy the breach (if capable of remedy) within 24 hours of receipt of written notice from BE giving details of the breach and requiring it to be remedied; becomes bankrupt, or makes any composition or arrangement with, or conveyance or assignment for the benefit of the Contractor s creditors, or any application is made under any Bankruptcy Act for the time being in force for a sequestration of the Contractor s estate, or a trustee is granted by the Contractor on behalf of the Contractor s creditors, or if the Contractor, being a company, enters into voluntary or compulsory liquidation (except for the purpose of reconstruction or amalgamation), or if a receiver or examiner of any of the Contractor s assets is appointed; fails, in the opinion of the Regional Manager, any inspection or review under Clause 6; abandons or threatens to abandon any other contract with BE; commits a material or persistent breach of any other contract with BE; has any other contract with BE terminated; undergoes a Change of Control and BE does not give its prior written consent to such Change of Control; or fails to provide BE with any Contract Documentation by the date specified by BE; BE may, without prejudice to any other right or remedy, terminate the Contract forthwith by giving the Contractor written notice thereof to take effect in accordance with Clause 27 or upon such other day as may be specified in the notice. For the avoidance of doubt, where the Contractor performs the Services in respect of more than one Route, termination of the Contract by BE may be in respect of one, some or all of such Routes Where BE terminates this Contract under Clause 15.3, BE shall be entitled to make such alternative arrangements, as it may in its absolute discretion think fit, for the provision of the Services for the remainder of the Term then outstanding. Without limiting any of its other rights, BE shall be entitled to recover from the Contractor, as liquidated damages, the amount by which the cost and expense of arranging such substituted service exceeds the amount which 20

21 would have been paid to the Contractor and shall further be entitled to set off against, or deduct from, such excess any amount then due and owing by BE to the Contractor BE may terminate this Contract at any time upon 14 days written notice to the Contractor. For the avoidance of doubt, where the Contractor performs the Services in respect of more than one Route, termination of this Contract by BE may be in respect of one, some or all of such Routes. Such a termination shall be effected in the manner specified in the said notice and shall be without prejudice to any claims which either Party may have against the other under this Contract. In the event of such termination by BE, BE shall pay to the Contractor such of the Charges as are owing to the Contractor hereunder for Services performed up to the date of such termination In the event of termination of this Contract for any reason, the Contractor shall only be entitled to payment of such Charges directly attributable to the proportion of the Services properly completed in accordance with this Contract, prior to such termination of this Contract. Any prepaid charges for Services to be completed after such termination shall forthwith, upon termination, be refunded to BE BE shall not be liable, in contract, tort (including negligence) or for breach of duty or breach of statutory duty for: any economic loss (including loss of revenues, profits, contracts, business or anticipated savings); any loss of goodwill or reputation; or any special or indirect or consequential losses; in any case, whether or not such losses were within the contemplation of the parties at the date of this Contract, or were suffered or incurred by the Contractor arising out of or in connection with this Contract for any reason or in any circumstances, including for the avoidance of doubt in the event of a declaration by a court that this Contract is ineffective or an order by a court that this Contract be terminated or that the duration of this Contract be shortened Termination of this Contract shall be without prejudice to the rights and remedies of either Party in relation to any negligence, omission or default of the other Party prior to termination Notwithstanding termination of this Contract, the provisions of this Contract shall continue to bind each Party insofar as and for as long as may be necessary to give effect to their respective rights and obligations hereunder On termination or expiration of this Contract, the Contractor shall immediately return all BE Content to BE. 16 SUSPENSION 16.1 The Contractor shall, upon receipt of a notice of suspension from BE, suspend the performance of such of its obligations and for such time and in such manner as BE shall set out in its notice of suspension. For the avoidance of doubt, where BE considers, at its absolute discretion, that there is a risk to safety, health or welfare or of damage to property, BE may deliver an oral notice of suspension, in which case BE shall confirm the notice of suspension in writing as soon as practicable. For the purposes of Clause 27, an oral notice of suspension shall be deemed to have been given at the time of delivery Where the suspension continues for a period of one hundred and eighty (180) days, at the expiration of the said one hundred and eighty (180) days the Contractor shall be entitled to 21

22 issue a written notice to BE requiring BE to lift the suspension of the obligation(s). If the suspension is not lifted within 30 days of BE receiving the written notice from the Contractor, the Contractor shall be entitled to terminate this Contract. 17 FORCE MAJEURE 17.1 Force Majeure in this Clause 17 means an event beyond the reasonable control of a Party involving an act of God, war, riot, civil commotion, malicious damage, disease, pestilence, accident, fire, flood, storm, strike, lock-out or other industrial dispute (in the case of strike, lock-out or other industrial dispute not confined to employees, servants or agents of the Contractor), which could not have been avoided by taking reasonable precautions which, having regard to all matters known to it before the occurrence of the Force Majeure and all other relevant factors, it ought reasonably to have taken but did not take If a Party is affected by a Force Majeure (the Affected Party ) it shall promptly notify the other Party of the nature and extent of the circumstances in question Notwithstanding any other provisions of this Contract, the Affected Party shall be deemed not to be in breach of this Contract, or otherwise liable to the other Party, for any delay in performance or the non-performance of any of its obligations under this Contract to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other Party in accordance with Clause 17.2 and the time for performance of the affected obligations shall be extended accordingly The Affected Party shall use its reasonable endeavours to mitigate the effects of the Force Majeure on the performance of its obligations under this Contract The Affected Party shall notify the other Party immediately in writing once the Force Majeure has ended and shall forthwith resume performance of all of its obligations under this Contract If the Force Majeure resulting in the delay in performance or the non-performance by a Party of any obligations under this Contract continues for more than three months after the date on which the Force Majeure begins, either Party may by notice in writing to the other Party terminate this Contract forthwith. The provisions of Clause 15.6 to Clause 15.10, inclusive, shall apply in respect of any termination hereunder If because of an event of Force Majeure, the Contractor is unable to provide the Services in whole or in part, BE shall have the right to make alternative arrangements for the provision of such Services. Under those circumstances, BE shall not be obliged to resume its obligations under the Contract and the Contractor shall not be permitted to recommence providing the Services until any contractual obligations of BE with a third party in making such alternative arrangements have ceased or expired. 18 CONFIDENTIALITY 18.1 Confidential Information means all confidential information disclosed (whether in writing, orally or by another means and whether directly or indirectly) by a Party (the Disclosing Party ) to the other Party (the Receiving Party ) whether before or after the date of this Contract including, without limitation, information relating to the negotiation, provisions and subject matter of this Contract or the Disclosing Party s operations, processes, plans or intentions, know-how, design rights, trade secrets or business affairs Subject to Clause 18.3, during the Term and at any time after the termination or expiry of this Contract (for any reason) the Receiving Party: 22

23 may not use any Confidential Information for any purpose other than in the performance of its obligations under this Contract; may not disclose any Confidential Information to any person except with the prior written consent of the Disclosing Party or in accordance with Clause 18.3; and shall make every effort to prevent the use or disclosure of Confidential Information The Receiving Party may disclose information which would otherwise be Confidential Information if and to the extent that: it is required by law; in the case of BE, disclosure is required by its parent company, or shareholder, or a Minister of the Government of Ireland; the information has come into the public domain or into the knowledge of the Receiving Party, otherwise than through a breach of this Clause or any other confidentiality agreement with the Disclosing Party by the Receiving Party; it is required by existing contractual obligations of which the Disclosing Party is aware; it is required by any securities exchange or regulatory or governmental body to which it is subject; or the disclosure is to its professional advisers, auditors or banker; or to any of its directors, other officers and employees (a Recipient ) to the extent that disclosure is reasonably necessary for the purposes of this Contract The Receiving Party shall ensure that a Recipient is made aware of and complies with the Receiving Party s obligations of confidentiality under this Contract as if the Recipient was a Party to this Contract. 19 COSTS AND EXPENSES 19.1 Except where this Contract expressly provides otherwise, each Party shall pay its own costs and expenses relating to the negotiation, preparation, execution and implementation by it of this Contract and any document referred to herein. 20 RE-ORGANISATION OF BUS ÉIREANN 20.1 Notwithstanding anything to the contrary in this Contract, if BE or the Government of Ireland or any Department thereof should re-organise the business and/or legal structure of BE (whether by dividing its business between two or more corporate bodies or otherwise), the rights and obligations of BE may be divided between such bodies and the Contractor shall thereafter deal with such bodies as if the parts of this Contract relevant to the business of such bodies formed a contract between the Contractor and such corporate bodies. 21 FURTHER ASSURANCE 21.1 Each Party shall, at its own cost, from time to time and being required to do so by the other Party, now or at any time in the future, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form satisfactory to the other Party as the other Party may reasonably consider necessary, to give full effect to this Contract. 23

24 22 VARIATIONS 22.1 Save as otherwise provided in this Contract, a variation of this Contract is valid only if it is in writing and signed by or on behalf of each Party. 23 WAIVERS AND ALTERNATIVE REMEDIES 23.1 No delay, omission or forbearance on the part of either Party to this Contract in exercising any right, power, privilege or remedy provided by law or under this Contract shall operate to or be construed or interpreted as operating to: impair such rights, power, privilege or remedy; or operate as a waiver thereof The single or partial exercise by BE of any right, power, privilege or remedy provided by law or under this Contract shall, whether or not exercised, not preclude any other or further exercise thereof The rights, powers, privileges and remedies of BE provided in this Contract are cumulative and not exclusive of any rights, powers, privileges and remedies it would otherwise be entitled to under common law or statute Notwithstanding any other provision of this Contract, BE shall be entitled to withhold and setoff monies owing to the Contractor in accordance with this Contract in the event and to the extent that: the costs of any inspection or review is specified by the Regional Manager to be paid by the Contractor; the costs in connection with the Vetting Process (as defined in Clause 4.5) are specified by BE to be borne by the Contractor; or the Contractor defaults in paying any monies, damages, costs or expenses owed to BE as a result of or in connection with the Contractor s performance or failure to perform its obligations under this Contract. 24 NO PARTNERSHIP 24.1 Nothing in this Contract and no action taken by the Parties pursuant to this Contract shall create, or be interpreted or construed as creating the relationship of employer and employee, a partnership, association, joint venture, agency or, other co-operative entity between the Parties and/or between a Party and the employees, servants or agents of the other Party. 25 SCOPE OF AUTHORITY 25.1 Neither Party shall have any right, power or authority to enter into any agreement, or act on behalf of, or to act as or to be an agent or representative of, or to otherwise bind the other Party unless expressly provided otherwise in this Contract. 26 ASSIGNMENT/SUB-CONTRACTING 26.1 This Agreement may be assigned by BE without the consent of the Contractor. 24

25 26.2 This Contract is personal to the Contractor and the Contractor shall not without the prior written consent of BE, assign, sub-contract, mortgage, charge, create an interest in any trust over, or dispose of any of its rights or obligations under this Contract The Contractor shall be responsible for the acts or defaults of its servants, agents or employees, as if they were the acts or defaults of the Contractor. 27 NOTICES AND SERVICE 27.1 Except where this Contract expressly provides otherwise, any notice required or authorised by this Contract to be given by either Party to the other shall be in writing and may be given by hand or sent by registered post or fax transmission to the other Party to the addresses and facsimile numbers and marked for the attention of the persons specified in Schedule Three Any notice or other information given by post under Clause 27.1 which is not returned to the sender as undelivered shall be deemed to have been given on the fourth day after the envelope containing the same was so posted (or in the case of air-mail of overseas post, on the sixth day after the envelope containing the same was so posted) and proof that the envelope containing any such notice or information was properly addressed and sent by prepaid post, and that it has not been so returned to the sender, shall be sufficient evidence that such notice of information has been duly given Any notice or other information sent by fax transmission shall be deemed to have been duly sent on the date of transmission provided that such date is a Working Day and that the sender s facsimile machine issues confirmation that the relevant pages have been transmitted to the recipient s facsimile machine Any notice or other information given by hand shall be deemed to have been given at the time of delivery Either Party may, by notice to the other (in compliance with this Clause 27), change the address, fax or the person to which such notice is to be sent or delivered. 28 COUNTERPARTS 28.1 This Contract may be executed by the Parties in any number of counterparts and on separate counterparts, but shall not be so effective until each Party has executed at least one counterpart Each counterpart shall constitute an original of this Contract, but all the counterparts shall together constitute but one and the same instrument. 29 SEVERANCE 29.1 Each of the provisions of this Contract is severable and if any provision of this Contract is held by any court or other competent authority to be illegal, void or unenforceable in whole or in part, the legality, validity and enforceability of the remaining provisions of this Contract shall not be affected or impaired thereby. 30 ENTIRE AGREEMENT 30.1 This Contract contains the entire agreement between the Parties and contains all the terms which the Parties have agreed with respect to its subject matter and this Contract supersedes and extinguishes all previous drafts, agreements, contracts and undertakings between the Parties. 25

26 30.2 The Contractor acknowledges that it has not been induced to enter into this Contract by a statement or promise, which this Contract does not contain BE is not liable in equity, contract or tort or in any other way for a representation that is not set out in this Contract Nothing in this Clause 30 shall have the effect of limiting or restricting any liability of a Party arising as a result of any fraud. 31 GOVERNING LAW 31.1 This Contract shall in all respects be governed by and construed in accordance with the laws of Ireland. 32 JURISDICTION 32.1 Each Party irrevocably agrees for the benefit of BE that the courts of Ireland have exclusive jurisdiction to hear and decide any suit, action or proceedings and to settle any disputes which may arise out of or are in connection with this Contract and, for these purposes, irrevocably submits to the jurisdiction of the courts of Ireland. 26

27 SCHEDULE ONE Term, Regional Manager, Route(s) and Operating Board 1. The Term of this Contract shall commence on the day of, 20 (the Commencement Date ) and shall continue in force until the day of, 20, unless it is terminated earlier in accordance with the provisions of this Contract. 2. The Regional Manager is 27

28 SCHEDULE TWO Contractor s Personnel [Name(s), address(es) and details of licence(s) to be inserted] 28

29 SCHEDULE THREE The Contractor [If the Contractor is a limited liability company:] Company: Incorporated under the laws of: Registration Number: Address of Registered Office: [If the Contractor is not a limited liability company:] Name: Address: Notices If to the Contractor, to: Address: Fax: Marked for the attention of: If to BE, to: Address: Fax: Marked for the attention of: 29

30 SCHEDULE FOUR The Charges Route Number Charge ( ) Address and addressee for submission of invoice: 30

31 SCHEDULE FIVE Insurance Requirements The Contractor shall maintain the following insurances for the following terms: 1. a policy insuring against either party s liability for any losses or damages due to damage or destruction of property or death or personal injury of any person arising out of the Contractor s performance of the Contract (public liability insurance) for an amount of not less than euro two million five hundred thousand ( 2,500,000) per occurrence to be maintained at all times during the continuance of this Contract and extending to indemnify Bus Eireann, Coras Iompair Eireann and the Minister for Education and Skills; 2. a policy insuring against liability for claims, damages, losses and expenses (including legal fees and expenses) arising out of the injury to, or disease or death of any person employed by the Contractor in the course of the Contractor s performance of the Contract (employer s liability insurance) for an amount of not less than euro thirteen million ( 13,000,000) per occurrence to be maintained at all times during the continuance of this Contract and extending to indemnify Bus Eireann, Coras Iompair Eireann and the Minister for Education and Skills; and 3. motor insurance (including third party property damage for an amount of not less than euro one million three hundred thousand ( 1,300,000)) to be maintained at all times during the continuance of this Contract and extending to indemnify Bus Eireann, Coras Iompair Eireann and the Minister for Education and Skills. 31

32 IN WITNESS whereof this Contract is duly executed the day of 20 first here and before written. PRESENT when the Common Seal of CONTRACTOR was affixed hereto:- (Name) in the presence of: Witness to signature (Name) Witness address Witness occupation SIGNED for and on behalf of BUS ÉIREANN IRISH BUS by in the presence of: Witness to signature Witness address Witness occupation 32

33 IN WITNESS whereof this Contract is duly executed the day of 20 first here and before written. SIGNED for and on behalf of THE CONTRACTOR by in the presence of: Witness to signature Witness address Witness occupation SIGNED for and on behalf of BUS ÉIREANN IRISH BUS by in the presence of: Witness to signature Witness address Witness occupation 33