1.1 This agreement (“Agreement”) sets out the terms and conditions on which Bike 2 Work will facilitate the provision of a Cycle to Work Scheme (the “Scheme”) for the benefit of the Employer and its Employees. The Scheme is promoted by the Department for Transport and takes advantage of a tax and national insurance exemption that offers benefits to employees through hiring bicycles and related safety Bike Equipment (together the “Bike Equipment”) from his or her employer under a salary sacrifice arrangement provided the Bike Equipment is used mainly for commuting to and from, or between, that employee’s workplace(s).
1.2 Bike 2 Work’s appointment under clause 1.1 is made on an exclusive basis and accordingly for the duration of this Agreement the Employer undertakes not to use or contract with any person other than Bike 2 Work in relation to the provision of a Scheme for its employees or otherwise seek to source any Bike Equipment for its employees from any person or entity other than Bike 2 Work.
2. BIKE 2 WORK’S RESPONSIBILITIES
2.1 For the duration of this Agreement, Bike 2 Work agrees to facilitate the provision of a Scheme for the benefit of the Employer’s employees, where the Scheme is to operate broadly as follows:
2.1.1 each eligible employee, as approved by the Employer (“Employee”) will be able to visit a bike shop contracted by Bike 2 Work to supply Bike Equipment under the Scheme (“Bike Shop”) to request a written quotation in relation to any Bike Equipment he or she would like to have use of pursuant to the Scheme;
2.1.2 the Employee will then apply to their Employer for authorisation of the quotation issued by the Bike Shop. Bike 2 Work will monitor the progress of quotations issued by the Bike Shop;
2.1.3 following authorisation the Employer will enter into a hire agreement with the Employee in respect of the Bike Equipment (“Hire Agreement”);
2.1.4 following Employer authorisation Bike 2 Work will raise an invoice for the price of that Bike Equipment (as per the value of the Voucher) which the Employer will pay;
2.1.5 once the Employer has settled Bike 2 Work’s invoice in full and in cleared funds for the Bike Equipment, Bike 2 Work will issue a Voucher (“Voucher”) to the Employee;
2.1.6 the Employee will collect the Bike Equipment from the Bike Shop and when doing so will be required to present the Voucher (together with such photographic evidence of identity as may reasonably be specified by Bike 2 Work [or the Bike Shop] from time to time) to the Bike Shop where after the Bike Shop shall be obliged to release the Bike Equipment to the Employee.
And to this end, Bike 2 Work will take on the responsibilities set out in the remaining of clause 2 as set out below.
2.2 Bike 2 Work will use all reasonable endeavours to maintain a network of Bike Shops throughout the UK, although Bike 2 Work cannot and does not guarantee that any particular shop will be or remain a Bike Shop for the duration of this Agreement. Bike 2 Work will provide a list of its partner Bike Shops on request.
2.3 Bike 2 Work will provide the Employer free of charge with a precedent hire agreement for use with Employees in connection with the Scheme although the Employer shall be free to adapt such precedent as it sees fit and, in any event, Bike 2 Work accepts no liability or responsibility for the content of such hire agreement.
2.4 Bike 2 Work will use reasonable endeavours to ensure, through management of its relationship with the Bike Shops, that:
2.4.1 the Bike Equipment selected by the Employee and notified to Bike 2 Work under the arrangements described above is made available by the relevant Bike Shop to the Employee within a reasonable time subject at all times to production by the Employee to the Bike Shop of the relevant Voucher and applicable proof of identity. For the avoidance of doubt, delivery dates for Bike Equipment cannot be and are not guaranteed and time is not of the essence in relation to the date of supply of such Bike Equipment;
2.4.2 in relation to all Bike Equipment supplied to an Employee, the Bike Shop shall carry out any repairs or provide any replacements which the Bike Shop would be under a legal obligation to carry out or otherwise provide if the Employee had purchased the relevant items directly from the Bike Shop.
3. EMPLOYER RESPONSIBILITIES
3.1 The Employer will use reasonable endeavours to publicise the Scheme widely and effectively amongst its employees.
3.2 The Employer is responsible for ensuring that the Scheme is operated in accordance with all applicable laws and regulations including, but not limited to, the Consumer Credit Act 1974.
4. PAYMENT TERMS
4.1 Following receipt of authorisation from the Employer to proceed with the issue of a particular Voucher to an Employee, Bike 2 Work will submit a suitable invoice (including VAT) to the Employer in respect of the retail price of the relevant Bike Equipment.
4.2 The Employer will ensure that each invoice raised by Bike 2 Work pursuant to clause 4.1 above is settled in full and in cleared funds.
4.3 If any amount owing under this Agreement is not paid by the due date for payment, Bike 2 Work will be entitled to the following step:
4.3.1 suspend the issue of any further Vouchers and/or instruct Bike Shops not to release any further Bike Equipment to Employees, in either case until the relevant amount has been settled in full.
4.4 For the avoidance of doubt:
4.4.1 as soon as the Employer has communicated its authorisation to Bike 2 Work for the issue of the Voucher to an Employee, provided the Bike Equipment is still available for supply, a binding contractual commitment will be created for the purchase of the relevant Bike Equipment and the Employer will have no right to subsequently cancel that purchase without the specific written agreement of Bike 2 Work; and
4.4.2 Bike 2 Work will be under no obligation to issue a Voucher to an Employee until it has received from the Employer the full amount of the retail price in cleared funds for the Bike Equipment.
4.5 Once Bike 2 Work have received the full price for the Bike Equipment in question in cleared funds, then title to the Bike Equipment will pass to the Employer on collection of the Bike Equipment from the Bike Shop. Notwithstanding clause 4.4.2, if in a particular case Bike Equipment is released to the Employer or an Employee prior to Bike 2 Work being paid in full, title to the Bike Equipment will not pass to the Employer until Bike 2 Work has received the full price of the Bike Equipment in cleared funds.
5. DATA PROTECTION
Each party agrees to comply with its obligations under the Data Protection Act 1998 in respect of any personal data (as defined in the Act), which it supplies or receives under or in connection with this Agreement. The Employer will ensure in particular that it has obtained all consents which may be necessary from relevant employees in order for Bike 2 Work to lawfully process personal data about those employees for the purposes of the Scheme.
Each party agrees to handle all information received under this Agreement as strictly private and confidential and to use it solely for the purposes of complying with its obligations under this Agreement. Each party further undertakes to ensure that its employees are made aware of its obligations pursuant to this clause and comply with its terms as if they were a party to this Agreement.
7.1 Except as regards liability for death or personal injury caused by the negligence of that party elsewhere in the Agreement or under Part 1 of the Consumer Protection Act 1987, neither party shall be liable to the other for consequential loss or damage, loss of revenue, opportunity, loss of business, revenue or goodwill, claims by third parties, loss of anticipated savings (whether direct or indirect) or for any type of special or indirect loss howsoever caused.
7.2 Subject to clause 7.1, the aggregate liability (inclusive of interest and legal and other costs) of Bike 2 Work to the Employer in respect of all claims arising under or in connection with this Agreement (whether for breach of contract, negligence or otherwise) will not exceed the total price of all Bike Equipment supplied under this Agreement from time to time.
8.1 Unless terminated earlier under clause 8.2 below, this Agreement will have an initial duration of 12 months and will continue in force thereafter unless and until either party gives to the other not less than three months written notice.
8.2 Either party may terminate this Agreement immediately by serving written notice to that effect on the other party if at any time any one or more of the following events occur:
8.2.1 the other party commits a material breach of any of the provisions of this Agreement and in the case of a breach capable of remedy, fails to remedy that breach within  days after being served with a written notice specifying the breach and requiring it to be remedied; and/or
8.2.2 the other party has a winding up petition presented or enters into any form of liquidation (otherwise than for the purposes of reconstruction without insolvency) or administration or analogous proceedings or becomes unable to pay its debts.
9.1 Any notice that may be served under this Agreement is duly served if left at, or sent by recorded delivery, to the other party’s registered address or such other address as shall be notified by either party in writing.
9.2 The parties agree that no third party shall have any rights under or in connection with this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise
9.3 This Agreement constitutes the entire agreement between the parties. It also supersedes all previous agreements between the parties relating to its subject matter.
9.4 By entering into this Agreement, each party acknowledges that it has not relied on (and shall have no right or remedy in respect of) any statement, representation, assurance or warranty other than as expressly set out in this Agreement.
9.5 No variation to this Agreement shall be effective unless it is in writing and signed by, or on behalf of, both parties.
9.6 This Agreement may be executed in two counterparts and the two executed counterparts together shall have the same effect as if both parties had executed the same document.
9.7 Neither party will be entitled to assign any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. For the avoidance of doubt it will be reasonable for Bike 2 Work to take into account the relative financial standing of any proposed assignee in relation to any proposed assignment of the Employer’s payment obligations under this Agreement.
9.8 A failure or delay by either party to exercise any right or remedy does not mean that that party waives that right or nay other right or remedy it may have.
9.9 This Agreement will be governed by and construed in accordance with the laws of England and Wales and any dispute arising under or in connection with this Agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.