Driver and Subcontractor Terms and Conditions

These Driver and Subcontractor Terms and Conditions apply to all transport, courier, haulage, delivery, collection, handling, storage, return, transfer and related services carried out for or on behalf of Synergix Sameday Solutions Ltd.

Synergix Sameday Solutions Ltd

Company number: 15231055

VAT number: GB 376935643

Registered office: 68 Nottingham Road, Eastwood, Nottingham, England, NG16 3NQ

Trading address: Unit 73, Bedford Street, Stoke-on-Trent, ST1 4PZ

1. Acceptance of Terms

1.1 By accepting any booking, load, collection, delivery, route, instruction or subcontracted work from Synergix Sameday Solutions Ltd, whether by telephone, email, WhatsApp, text message, transport platform, PDA, app, written instruction or verbal agreement, you agree to be bound by these terms.

1.2 These terms apply unless Synergix agrees a specific variation in writing before the work starts.

1.3 Acceptance of a load confirms that you have the correct vehicle, driver, insurance, legal authority, equipment, PPE, competence and ability to complete the work properly, lawfully and on time.

1.4 Where there is any conflict between these terms and any terms issued by the subcontractor, driver, platform, broker or third party, these terms shall take priority unless Synergix expressly agrees otherwise in writing.

1.5 No subcontractor terms, invoice terms, platform terms or standard trading conditions shall apply unless expressly accepted in writing by Synergix.

2. Independent Contractor Status

2.1 You operate as an independent contractor and are responsible for your own vehicle, drivers, fuel, maintenance, insurance, licences, tax, National Insurance, equipment, compliance, costs and expenses.

2.2 Nothing in these terms creates a contract of employment, worker relationship, agency, partnership or joint venture between you and Synergix.

2.3 You are responsible for ensuring that any driver, employee, substitute driver, subcontractor, helper or representative used by you complies fully with these terms.

2.4 You are free to accept or decline work offered by Synergix. Once a booking is accepted, you are responsible for completing it properly and in line with all agreed instructions.

2.5 You remain fully responsible for all acts, omissions, failures, negligence and conduct of anyone carrying out work on your behalf.

3. Performance of Work

3.1 All work must be carried out safely, professionally, lawfully and to a standard expected of a competent courier, haulier or logistics subcontractor.

3.2 You must follow all booking instructions provided by Synergix, including collection times, delivery times, delivery windows, customer instructions, site rules, load requirements, contact instructions, paperwork requirements and POD requirements.

3.3 You must not deviate from the agreed work, route or instructions where doing so may affect service, timing, security, load integrity or customer requirements, unless Synergix gives approval.

3.4 Where a route includes multiple deliveries, collections, returns, transfers or other movements, it is your responsibility to ensure every item on the manifest, PDA or instruction is completed unless Synergix confirms otherwise in writing.

3.5 Drivers must check all paperwork, PDA instructions and manifests before leaving any collection or delivery site.

3.6 Failure to collect all allocated goods, returns, transfers, paperwork or items may result in payment deduction, non-payment of the affected element, recovery of additional costs and removal from future work.

3.7 Synergix expects drivers to take ownership of the job once accepted. Problems must be reported early, clearly and honestly. Silence, guesswork or late reporting will not be accepted.

4. Dedicated Vehicle, Co-loading and Other Work

4.1 Unless Synergix agrees otherwise in writing before the job starts, all same day, dedicated vehicle and direct delivery work must be treated as dedicated work.

4.2 You must not co-load, part-load, backload, reload, transfer, trans-ship, cross-dock, consolidate, store, mix or carry Synergix goods with any other customer's goods unless Synergix has approved this in writing before it takes place.

4.3 You must not accept, attend, collect, load, carry or prioritise any other work while Synergix goods remain on board or under your control unless Synergix has released you from the booking in writing.

4.4 You must not travel to another collection, delivery, depot, yard or operating base where doing so conflicts with any Synergix instruction, delivery requirement, return requirement or customer deadline.

4.5 You must provide honest and accurate updates about vehicle location, driver location, ETA, route, tracking, load status and whether the vehicle is carrying or attending any other work.

4.6 False, misleading, guessed, delayed or incomplete updates are serious breaches of these terms.

4.7 Tracking must remain active throughout the booking where tracking has been requested, supplied or reasonably required by Synergix.

4.8 Unauthorised co-loading, unauthorised attendance at another job, false tracking information, false ETA information, unauthorised deviation or prioritising other work shall be treated as failure to provide the dedicated vehicle service ordered.

4.9 Where clause 4.8 applies, Synergix may withhold or reduce payment, including to nil, where the breach means the dedicated vehicle service ordered was not provided. Synergix may reject the invoice in full, recover any overpayment and recover any additional loss caused by the breach.

4.10 You agree that unauthorised co-loading is not a minor breach. It changes the service supplied from the dedicated vehicle service ordered by Synergix to a materially different service.

4.11 You must provide all evidence requested by Synergix, including tracking records, route history, call logs, messages, driver statements, platform records and details of any other goods carried or work attended during the booking.

5. Communication and Status Updates

5.1 You must keep Synergix updated throughout the job.

5.2 You must notify the Synergix control office immediately if:

a. you are delayed or expect to be delayed;

b. you may miss a collection time;

c. you may miss a delivery time or delivery slot;

d. there is an issue at collection or delivery;

e. goods are damaged, short, refused, inaccessible or incorrect;

f. the customer asks you to do anything outside the agreed instruction;

g. the address, contact, access point or timing changes;

h. you cannot complete any part of the manifest;

i. your vehicle breaks down or becomes unsuitable;

j. you are stopped, delayed or restricted by enforcement, road closure, accident or site issue;

k. there is any actual or suspected security issue;

l. any seal, lock, curtain, door, trailer or load space is damaged, broken, missing or interfered with;

m. there is any indication that a collection or delivery may fail, including where a site appears closed, unattended, unable or unwilling to accept the goods.

5.3 Failure to notify Synergix promptly may result in payment deductions, non-payment of the affected job, recovery of additional costs and removal from future work.

5.4 Drivers must not wait until after a delivery has failed before notifying Synergix of an issue that could reasonably have been reported earlier.

5.5 All communication must be honest, accurate and timely. False updates, misleading information or failure to report problems are serious breaches of these terms.

6. PDA, App and Proof Systems

6.1 Where Synergix provides or requires use of a PDA, app, tracking link, portal, job board, electronic manifest or digital POD process, use of that system is mandatory.

6.2 Drivers must update job statuses accurately and in real time, including arrival, loaded, departed, delivered, refused, collected, failed, returned or any other required status.

6.3 False, late, incomplete or misleading PDA updates are a serious breach of these terms.

6.4 Drivers must not switch off, disable, obstruct, delay or manipulate tracking, location services or required job communication during an active booking.

6.5 Where the PDA or app fails, the driver must immediately contact Synergix and follow the backup process given by the control office.

6.6 Failure to use the PDA, app or required system properly may result in withheld payment, delayed payment, recovery of losses and removal from future work.

7. Waiting Time and Demurrage

Vans

7.1 The first 30 minutes at collection and the first 30 minutes at delivery are included in the agreed rate.

7.2 Additional waiting time is charged at £5.00 per 15 minutes, provided that the waiting time is approved and properly evidenced.

7.3 To claim waiting time, you must notify Synergix within 30 minutes of arrival and continue to provide updates if the waiting continues.

HGVs

7.4 The first 60 minutes at collection and the first 60 minutes at delivery are included in the agreed rate.

7.5 Additional waiting time is charged at £30.00 per hour, provided that the waiting time is approved and properly evidenced.

7.6 To claim waiting time, you must notify Synergix within 45 minutes of arrival and continue to provide updates if the waiting continues.

General Waiting Time Rules

7.7 Waiting time will not be paid where:

a. the driver failed to notify Synergix within the required time;

b. the driver arrived late;

c. the driver attended the wrong site or wrong entrance;

d. the vehicle, driver, paperwork or PPE was not compliant;

e. the delay was caused by the driver or subcontractor;

f. the driver failed to follow site instructions;

g. the waiting time was not approved or evidenced;

h. the waiting relates to a Delivery Issue which was not reported within the time required under Section 13;

i. the driver left site without authority or failed to remain for the period required under Section 13.

7.8 Synergix may reject any waiting time claim that is not supported by PDA times, site records, emails, messages, photographs, GPS records or other evidence reasonably required by Synergix.

8. Delivery Time Compliance

8.1 Time is critical in same day courier and haulage work.

8.2 No demurrage or waiting time will be accepted where a delivery window is missed due to the driver, subcontractor, vehicle, poor planning, lack of communication or any issue within your control.

8.3 If a delivery is rejected because it is late, Synergix may require the goods to be returned, redirected or held, and no additional payment shall be due where the lateness was caused by you or your driver.

8.4 If a delivery slot is missed, or is expected to be missed by more than 60 minutes, Synergix may cancel the load, reassign the job to another vehicle and withhold payment for the affected work where this is necessary to protect customer service.

8.5 Synergix may waive or vary this clause where the delay was genuinely unforeseeable, unavoidable, properly communicated and outside your reasonable control.

9. Delays, Service Failure and Payment Adjustments

9.1 If you fail to notify Synergix of a delay after loading, Synergix may apply the following agreed service failure deductions:

a. Vans: £10.00 per hour;

b. HGVs: £20.00 per hour.

9.2 These deductions are agreed as a reasonable commercial protection for Synergix due to the operational disruption, customer escalation, control office time, reputational risk and potential service failure caused by poor communication.

9.3 These deductions do not limit Synergix’s right to recover any greater actual loss, customer charge, failed delivery cost, replacement vehicle cost, claim, complaint or other cost caused by your breach.

10. Collections, Manifests and Returns

10.1 Drivers must ensure that all deliveries, collections, returns, transfers, paperwork, pallets, parcels, cartons, bags and other items shown on the manifest, PDA, route sheet or instruction are completed.

10.2 Drivers must check the load, paperwork and PDA before leaving any collection or delivery site.

10.3 If anything is missing, unavailable, damaged, refused, not ready, incorrectly labelled or unclear, the driver must contact Synergix immediately before leaving site.

10.4 Failure to collect required goods, returns or transfers may result in:

a. non-payment of the affected element;

b. recovery of additional vehicle costs;

c. recovery of customer charges;

d. recovery of any handling, storage or redelivery costs;

e. removal from future work.

10.5 Drivers must not leave any collection or delivery site where an issue exists unless Synergix has been contacted and has given instruction.

11. Proof of Delivery and Paperwork

11.1 PODs must be completed and submitted within 24 hours of job completion unless Synergix requires them sooner.

11.2 Synergix may require PODs to be submitted before the driver leaves the delivery site.

11.3 A valid POD must include, where applicable:

a. delivery date and time;

b. full delivery address;

c. printed name of receiver;

d. signature or approved electronic confirmation;

e. photographs where required;

f. quantities delivered;

g. condition notes;

h. seal numbers where applicable;

i. refusal reason where applicable;

j. any customer reference required by Synergix.

11.4 Payment is not due until a valid POD and all required paperwork have been received and accepted by Synergix.

11.5 Failure to provide a valid POD within the required time may result in payment being withheld, delayed or rejected, particularly where Synergix cannot invoice the customer or prove delivery.

11.6 Any false, altered, misleading or fabricated POD is a serious breach and may result in non-payment, recovery of losses, termination and reporting to relevant authorities where appropriate.

12. Wrong or Updated Delivery Address

12.1 If the delivery address changes after collection, you must contact Synergix immediately and wait for instruction.

12.2 No additional charge is payable unless Synergix approves it before the extra mileage or work is carried out.

12.3 Where approved, the additional charge will be calculated by reference to the agreed original rate, mileage and the additional work required, unless a different rate is agreed in writing.

12.4 If you continue to a new address without Synergix approval, Synergix may reject any additional charge.

13. Failed, Refused and Incomplete Deliveries, Returns and Redelivery

Definitions

13.1 For the purposes of this Section 13, a “Delivery Issue” means any circumstance which prevents, delays or appears likely to prevent or delay completion of a delivery, including:

a. the premises appearing closed or unattended;

b. no person being available to receive the goods;

c. reception, security or any other person stating that the delivery cannot be accepted;

d. the delivery not being booked in;

e. the delivery being refused or rejected;

f. the address, entrance, delivery point or receiving department being unclear;

g. restricted or refused access;

h. missing, incorrect or disputed paperwork;

i. the receiver being unable to locate the booking, order or relevant member of staff;

j. the receiver asking the driver to leave and return later;

k. any issue which may result in the delivery not being completed within the booked time or delivery window.

13.2 “Affected Delivery Rate” means:

a. for a booking involving one delivery, the original agreed transport rate for that booking; or

b. for a route involving more than one delivery, the reasonable proportion of the original agreed transport rate allocated to the affected delivery by Synergix, acting reasonably and having regard to the planned mileage, time and work for that delivery.

13.3 The Affected Delivery Rate excludes VAT, waiting time, handball, tolls, ferries, parking, third-party expenses and any other separately agreed additional charge. All percentage caps in this Section 13 are calculated against the Affected Delivery Rate exclusive of VAT. VAT may be added only where lawfully chargeable.

13.4 “Written Approval” means approval recorded by an authorised Synergix employee by email, text message, WhatsApp, transport platform, PDA, TMS or other written electronic record. An instruction to protect, move, retain, return or redeliver the goods does not by itself approve any charge.

Immediate Notification

13.5 The driver must telephone the Synergix control office within five minutes of first becoming aware of a Delivery Issue.

13.6 A PDA update, email, text message, WhatsApp message or transport platform message does not replace the requirement to telephone Synergix unless Synergix expressly confirms otherwise.

13.7 If the driver cannot make a telephone call because of an evidenced signal, safety or site restriction, the driver must send a written message immediately and telephone Synergix at the first safe and lawful opportunity.

13.8 The driver must provide Synergix with:

a. the exact arrival time;

b. the exact address, entrance and delivery point attended;

c. the name and position of each person spoken to;

d. the reason given for the delivery not being accepted;

e. photographs of the premises, entrance, signage and vehicle location where reasonably possible;

f. details of any telephone numbers called and any alternative entrance or department attended;

g. any information provided by reception, security, goods-in or other site personnel;

h. the driver’s remaining legal driving and working time where relevant.

13.9 The driver must continue providing updates while the Delivery Issue remains unresolved.

Reasonable Attempts to Complete Delivery

13.10 Before reporting a delivery as failed, the driver must take all reasonable steps to complete it, including where applicable:

a. confirming that the correct address, postcode, entrance and delivery point have been attended;

b. checking the booking instructions, paperwork, PDA and delivery references;

c. calling the named delivery contact;

d. asking reception or security to contact goods-in, the warehouse, the booking contact or another responsible person;

e. checking whether another entrance, gatehouse, warehouse or goods-in point is in use;

f. following all reasonable instructions given by Synergix.

13.11 A statement from a receptionist, security officer or any other person does not authorise the driver to abandon the delivery or leave site. Only Synergix may authorise the driver to leave.

Remaining on Site

13.12 Once a Delivery Issue has been reported, the driver must remain at the delivery site, remain contactable and remain ready to complete the delivery until Synergix expressly authorises departure.

13.13 Unless Synergix instructs otherwise, the driver must remain until the later of:

a. 30 minutes after the Delivery Issue was first reported to Synergix;

b. the end of the booked delivery time or delivery window; or

c. the stated closing time of the receiving site where that closing time was provided in the booking instructions or confirmed while the driver was on site.

13.14 If the driver arrives before the booked delivery time or delivery window, the early arrival does not shorten the driver’s obligation to remain until the applicable time under clause 13.13.

13.15 The driver must not leave while Synergix is contacting its customer, the receiver, the collection point or another relevant party.

13.16 If Synergix resolves the Delivery Issue while the driver is still on site, the driver must complete the delivery without any additional charge other than waiting time properly notified, evidenced and payable under Section 7.

13.17 Nothing in this Section 13 requires a driver to breach drivers’ hours, working time, road traffic, health and safety or other legal requirements. Any legal or safety restriction must be reported before leaving and supported by tachograph, working time or other reasonable evidence when requested.

Late Notification, Unauthorised Departure and Avoidable Failure

13.18 A delivery failure shall be treated as caused or materially contributed to by the subcontractor where the driver or subcontractor:

a. fails to telephone Synergix within five minutes as required by clause 13.5;

b. waits until after the booked delivery time, delivery window or site closing time before reporting an issue which could reasonably have been reported earlier;

c. leaves the delivery site without Synergix’s express authority;

d. leaves while Synergix is attempting to resolve the Delivery Issue;

e. fails to remain for the period required by clause 13.13;

f. attends the wrong address, entrance, gatehouse, warehouse or delivery point;

g. arrives late;

h. fails to contact the named delivery contact;

i. fails to make the reasonable attempts required by clause 13.10;

j. provides inaccurate, incomplete, misleading or late information;

k. refuses to return after leaving site without authority where returning is lawful, safe and reasonably practicable;

l. causes or contributes to the failure through any other act, omission, breach or communication failure.

13.19 Where clause 13.18 applies:

a. no return, storage, holding, parking, overnight, handling, waiting, redelivery, administration or other additional payment shall be due;

b. Synergix may require the subcontractor to complete any necessary return or redelivery at its own cost;

c. Synergix may withhold or reduce payment for the original job to reflect the service failure and work not properly completed;

d. Synergix may recover the reasonable cost of a replacement vehicle, recovery, return, storage, redelivery, customer charge, administration or other direct loss caused by the failure;

e. the subcontractor remains responsible for the goods until they are delivered, returned or transferred in accordance with Synergix’s instructions.

13.20 No waiting time shall be payable for any period before the Delivery Issue was properly reported to Synergix.

13.21 No additional payment shall be due where the additional work or cost could reasonably have been avoided or reduced by timely communication, proper planning or compliance with the booking instructions.

13.22 A driver’s normal end-of-day requirement to return home, return to base or finish duty does not create an entitlement to additional payment.

Genuine Failed Delivery and Synergix Instructions

13.23 Where the driver has complied fully with this Section 13 and the delivery still cannot be completed for reasons outside the subcontractor’s reasonable control, Synergix may instruct the driver to:

a. continue waiting;

b. deliver to an alternative address;

c. return the goods to the original collection point;

d. proceed to an approved secure holding location;

e. return the goods to the subcontractor’s operating base;

f. retain the goods securely for later redelivery;

g. redeliver the goods at a later time or date;

h. transfer the goods to another vehicle or authorised party.

13.24 The decision as to what happens to the goods remains with Synergix. The subcontractor must not return, redirect, store, transfer, unload or redeliver the goods without Synergix’s express instruction.

13.25 Synergix may choose the most reasonable and cost-effective option, taking account of safety, security, customer requirements, distance, timing and legal driving restrictions.

13.26 The subcontractor must take all reasonable steps to minimise additional mileage, time, storage, handling and other costs.

13.27 The subcontractor must not continue to a distant yard, depot, home address or operating base, or take any other action which unnecessarily increases costs, while Synergix is attempting to resolve the Delivery Issue.

Approval and Basis of Additional Charges

13.28 No return, storage, holding, parking, overnight, handling or redelivery charge shall be payable unless:

a. the driver complied fully with this Section 13;

b. the failure was not caused or contributed to by the subcontractor or driver;

c. Synergix expressly instructed the additional movement or service;

d. the amount or charging basis received Written Approval before the additional movement or service commenced.

13.29 The subcontractor has no authority to impose its own charge after accepting the original booking.

13.30 Permission to leave site, protect the goods, move the vehicle, retain the goods or attempt redelivery does not constitute acceptance of a charge.

13.31 Silence, continued discussions, possession of the goods, an operational instruction or Synergix’s efforts to resolve the delivery do not constitute acceptance of a charge.

13.32 No retrospective approval is required to be given and no unapproved charge shall become a debt due from Synergix.

13.33 Any approved additional payment shall be limited to the lower of:

a. the reasonable and evidenced direct additional cost necessarily incurred;

b. a reasonable pro-rata amount calculated using the original booking rate and the shortest reasonable additional mileage and time actually required; or

c. the applicable maximum cap in this Section 13.

13.34 The subcontractor shall not charge a new collection rate, full delivery rate, minimum job rate, call-out charge, day rate, loss-of-use charge or opportunity cost for any return, holding or redelivery connected with the original booking.

Return to the Subcontractor’s Yard or Operating Base

13.35 Returning the vehicle to the subcontractor’s own yard, home, depot, operating centre or usual parking location shall not automatically be treated as a separately chargeable journey.

13.36 No payment is due for mileage, time or cost which forms part of:

a. the driver’s normal journey home;

b. the vehicle’s normal return to its operating base;

c. the vehicle’s planned end-of-day movement;

d. positioning for the subcontractor’s next booking;

e. a journey the vehicle would otherwise have undertaken.

13.37 Where Synergix expressly instructs the goods to be taken to the subcontractor’s yard or operating base, the maximum charge is 20% of the Affected Delivery Rate.

13.38 The charge under clause 13.37 includes all mileage, fuel, driver time, administration, handling and ordinary operating costs involved in taking the goods to that location.

13.39 No charge is payable where the subcontractor independently decides to return to its own yard, depot, operating base, home or usual parking location without Synergix’s instruction.

Storage and Overnight Retention

13.40 No storage, holding, vehicle detention or overnight charge is payable where the goods remain:

a. on the original vehicle;

b. at the subcontractor’s own yard, depot or operating centre;

c. at the driver’s home or usual parking location;

d. in premises owned, rented or ordinarily used by the subcontractor.

13.41 The subcontractor remains responsible for ensuring that retained goods are secure, protected, insured and kept in accordance with all temperature, security, segregation and handling requirements.

13.42 Third-party secure storage or parking costs are payable only where:

a. the location and cost received Written Approval before being incurred;

b. the cost was reasonably necessary;

c. a valid third-party receipt or invoice is supplied;

d. no mark-up, administration fee or profit is added.

13.43 Unless a Synergix Director approves a higher amount in writing before the cost is incurred, approved third-party secure storage or parking is capped at £35.00 per vehicle for each period of up to 24 hours.

Redelivery Charge

13.44 Where Synergix instructs the original subcontractor to redeliver the goods, the maximum redelivery charge is 25% of the Affected Delivery Rate.

13.45 The redelivery charge includes:

a. all mileage from the approved holding location to the delivery address;

b. fuel;

c. driver time;

d. vehicle and ordinary operating costs;

e. loading or handling reasonably required to recommence the journey;

f. administration;

g. standard collection and delivery time.

13.46 No separate collection, call-out, positioning, fuel surcharge, administration, out-of-hours, weekend, vehicle detention or minimum job charge applies.

13.47 Waiting time during an approved redelivery is payable only in accordance with Section 7 and must be notified, evidenced and approved in the usual way.

Combined Maximum Charge

13.48 The total combined amount payable for all return, holding, storage, parking, handling, overnight retention, redelivery, connected mileage, driver time and ordinary operating costs arising from the same Delivery Issue shall not exceed 40% of the Affected Delivery Rate.

13.49 The cap in clause 13.48 is a maximum and not an automatic entitlement. Synergix shall pay only the lower amount properly calculated and evidenced under clause 13.33.

13.50 Any amount above the 40% combined cap must be approved in writing by a Synergix Director before the cost is incurred. Approval cannot be given retrospectively by silence, conduct or an operational instruction.

13.51 The subcontractor may not divide, rename or separately invoice charges in order to avoid any cap in this Section 13. Charges arising from the same Delivery Issue shall be combined when applying the cap.

Returning to the Delivery Site

13.52 Where the driver has left and Synergix resolves the Delivery Issue, the driver must return to the delivery site where:

a. the driver left without Synergix’s authority; or

b. the driver remains within 30 miles or 60 minutes of the delivery site; and

c. returning is lawful, safe and reasonably possible within the driver’s remaining legal hours.

13.53 Where the driver left without authority, no additional payment is due for returning to site.

13.54 Where the driver left with Synergix’s authority and is instructed to return, payment is limited to the reasonable additional mileage actually and necessarily travelled, subject to the 25% redelivery cap and the 40% combined cap.

13.55 A driver must not rely on drivers’ hours or working time as justification for refusing to return where the position could reasonably have been identified and reported before leaving.

13.56 Where a legal driving or working time restriction genuinely prevents return, the subcontractor must provide supporting tachograph, working time or other reasonable evidence when requested.

Availability, Transfer and Replacement Vehicles

13.57 A subcontractor retaining the goods must make the vehicle and goods available for redelivery or transfer at the first reasonable opportunity instructed by Synergix.

13.58 The subcontractor must not refuse, delay or condition redelivery or release of the goods in order to obtain a higher or disputed payment.

13.59 If the subcontractor cannot or will not complete the redelivery at the permitted and approved rate, Synergix may arrange another vehicle to collect the goods.

13.60 The subcontractor must provide prompt and reasonable access to the goods and shall not charge for releasing, transferring or handing them to an authorised replacement vehicle.

13.61 Where a replacement vehicle is required because the subcontractor refused, delayed or failed to comply with an instruction, Synergix may recover the reasonable replacement and transfer costs from the subcontractor.

Unable to Contact Synergix

13.62 If the driver is genuinely unable to contact Synergix, the driver must:

a. make at least three telephone attempts over a period of at least 15 minutes;

b. send a written message confirming the Delivery Issue;

c. remain at the delivery site until the end of the booked delivery window or applicable time under clause 13.13 where lawful and safe;

d. continue attempting to contact Synergix;

e. after that period, move the goods only where necessary for safety, security or legal compliance;

f. use the nearest reasonable secure location and notify Synergix immediately.

13.63 The subcontractor must not automatically return goods to its own yard, depot, operating base or home because Synergix was temporarily unavailable.

Care, Insurance and Possession of Goods

13.64 Goods retained following a failed delivery remain entirely at the subcontractor’s risk and responsibility until delivered, returned or transferred in accordance with Synergix’s instructions.

13.65 The subcontractor must ensure that the goods remain properly insured, secure, protected and suitable for later delivery.

13.66 To the fullest extent permitted by law, the subcontractor has no lien, right of retention or other right to withhold the goods, paperwork, keys, seals or delivery documents because:

a. an additional charge has not been agreed;

b. an invoice remains unpaid;

c. a charge is disputed;

d. the subcontractor requires payment before return, transfer, release or redelivery.

13.67 The subcontractor must not sell, dispose of, abandon, transfer or otherwise interfere with the goods without Synergix’s written authority or a valid court order.

Evidence and Invoicing

13.68 Any request for an additional charge must be made before the relevant cost is incurred and must state the proposed amount or clear charging basis.

13.69 Supporting evidence must be supplied within 48 hours after completion of the return, holding or redelivery and must include where applicable:

a. Synergix’s Written Approval;

b. arrival and departure times;

c. GPS or tracking records;

d. photographs;

e. call and message records;

f. the route and additional mileage travelled;

g. the addresses used to calculate mileage;

h. receipts or invoices for approved third-party costs;

i. a clear calculation showing compliance with this Section 13.

13.70 Synergix may reject any additional charge which:

a. was not approved before it was incurred;

b. is not properly evidenced;

c. includes normal operating, homeward or positioning costs;

d. exceeds an applicable cap;

e. resulted from the subcontractor’s act, omission or breach;

f. was not reasonably necessary;

g. was submitted after the evidence deadline without reasonable justification.

13.71 Payment of the original booking rate does not amount to acceptance of any return, storage, holding, handling, parking, overnight or redelivery charge.

14. Alcohol, High Value and Theft Attractive Loads

14.1 All alcohol, tobacco, high value, branded, theft attractive, regulated or customer nominated high risk goods must be treated as high security loads.

14.2 Where a vehicle or trailer is carrying alcohol, it must not be parked, stopped for a planned break, rested, left unattended, stored overnight or held between collection and delivery unless it is parked in a secure compound approved by Synergix or the customer.

14.3 For the purpose of these terms, a secure compound means a properly controlled parking area which is fenced, gated, locked or access controlled and, where available, covered by CCTV, security patrols or site security.

14.4 The following locations are not classed as secure compounds unless Synergix has expressly approved them in writing before parking:

a. laybys;

b. motorway service areas;

c. retail parks;

d. industrial estate roads;

e. hotel car parks;

f. residential streets;

g. unsecured yards;

h. public roads;

i. any location where the driver cannot properly protect the vehicle or load.

14.5 If a driver carrying alcohol or high risk goods needs to stop, wait, park, rest, break, overnight, change route, delay or leave the vehicle for any reason, the driver must notify Synergix immediately and obtain approval before doing so.

14.6 The vehicle must remain locked, alarmed where fitted and secured at all times. Keys must not be left in or near the vehicle. Curtains, doors, seals, locks, straps and load areas must be checked regularly and immediately after any stop.

14.7 Any seal, lock, curtain, door, trailer, load space or security concern must be reported to Synergix immediately. The driver must not continue unless instructed to do so.

14.8 Failure to comply with any alcohol, secure parking, high value load or security requirement is a serious breach of these terms.

14.9 Where failure to comply with this clause causes or contributes to any loss, theft, shortage, contamination, damage, delay, insurance refusal, customer claim, failed delivery or rejected delivery, Synergix may pursue the subcontractor for the full load value and all associated losses.

14.10 The subcontractor must not accept an alcohol or high risk load unless they have suitable insurance, suitable vehicle security, suitable driver procedures and access to secure compound parking where required.

15. Driver Rest, Overnight Parking and Unattended Vehicles

15.1 Drivers must plan routes, breaks and rest periods properly before accepting work.

15.2 Where a job may require an overnight stop, rest break or unattended parking, the subcontractor must confirm this to Synergix before accepting the job.

15.3 No vehicle carrying alcohol, high value goods, tobacco, theft attractive goods or customer nominated high risk goods may be parked overnight or left unattended unless parked in a secure compound approved by Synergix.

15.4 If no secure compound is available, the subcontractor must contact Synergix immediately for instructions. The driver must not make their own decision to park in an unsecured location.

15.5 Any breach of this clause may result in full liability for the load, including full load value and all associated losses where the breach causes or contributes to the loss.

16. Cancellations, Return Instructions and Release from Booking

16.1 Cancellation charges apply only where Synergix confirms they are payable or where the cancellation falls within the structure below.

16.2 Unless otherwise agreed in writing:

a. cancellation the day before delivery or collection: 0% charge;

b. cancellation up to 4 hours before collection: 25% of the agreed rate;

c. cancellation after arrival on site: 50% of the agreed rate plus approved waiting time accrued.

16.3 Synergix may override or reject cancellation charges where:

a. the vehicle was late;

b. the vehicle was unsuitable;

c. the driver was non-compliant;

d. the driver failed to make contact;

e. the booking was cancelled due to customer instruction outside Synergix's control;

f. the booking was cancelled due to incorrect information provided by the subcontractor;

g. the subcontractor has not suffered a genuine commercial loss;

h. the subcontractor has co-loaded, attended other work, provided false location or ETA information, deviated from the agreed route or failed to follow a Synergix instruction.

16.4 Cancellation charges do not apply where you have breached these terms or where Synergix has had to reassign the job to protect service.

16.5 Cancellation of the original delivery attempt does not automatically release the subcontractor from the booking.

16.6 Where goods have been collected or placed under the subcontractor's control, the subcontractor remains responsible for the goods until Synergix confirms in writing that the job is complete or that the subcontractor is released.

16.7 If Synergix instructs the subcontractor to return, redirect, hold, transfer or redeliver the goods, that instruction forms part of the original booking and must be followed promptly, provided the instruction is lawful, safe and reasonably possible within the driver's remaining legal driving and working time.

16.8 The subcontractor must not delay, refuse or make compliance with a Synergix instruction conditional on additional payment where the instruction is lawful, safe and reasonably possible within the driver's remaining legal driving and working time, unless Synergix has approved that payment in writing before the additional cost is incurred.

16.9 If there is a dispute about additional charges, the subcontractor must still follow Synergix's reasonable instruction where the instruction is lawful, safe and reasonably possible within the driver's remaining legal driving and working time, and the charge dispute must be dealt with afterwards.

16.10 The subcontractor must not use possession of the goods to force agreement to an additional charge.

16.11 The subcontractor has no lien, right of retention or right to withhold goods, paperwork, PODs, seals, keys or delivery documents because an additional charge has not been agreed, an invoice is unpaid or a charge is disputed.

16.12 Failure to follow a cancellation, return, redirection, holding, transfer or redelivery instruction may result in non-payment, invoice rejection, recovery of losses and removal from future work.

17. Cancellations or Missed Collections by Subcontractor

17.1 Once you accept a booking, you must attend and complete it unless Synergix releases you from the work.

17.2 If you cancel, fail to attend, attend late, attend with the wrong vehicle, attend without the required equipment or fail to complete the work, Synergix may:

a. cancel the booking without payment;

b. recover the cost of a replacement vehicle;

c. recover any customer charges or losses;

d. deduct reasonable administration and control office costs;

e. suspend or remove you from future work.

17.3 If a scheduled collection is missed without prior notification and approval, no payment will be due.

18. Handball and Additional Work

18.1 Unless agreed otherwise, the rate covers standard collection and delivery only.

18.2 Handball, loading, unloading, pallet breakdown, room of choice, two-man work, dismantling, assembly, waiting, sorting, labelling, waste handling, returns handling or any other additional work must be agreed with Synergix before being carried out.

18.3 Handball charges, where approved, are £5.00 per 250kg or per pallet, whichever is greater.

18.4 Any extra work carried out without prior approval may not be paid.

18.5 Drivers must not agree extra work directly with the customer unless Synergix has authorised it.

19. Conduct and Behaviour

19.1 Drivers must behave professionally at all times.

19.2 The following are strictly prohibited:

a. rude, abusive, aggressive or inappropriate behaviour;

b. swearing at customers, site staff, Synergix staff or members of the public;

c. arguing with customers or site staff;

d. complaining on site about routes, rates, timings, planning or Synergix instructions;

e. discussing Synergix rates, margins, customers or internal arrangements;

f. refusing reasonable site instructions;

g. damaging customer relationships;

h. threatening behaviour;

i. discrimination, harassment or bullying;

j. conduct that brings Synergix into disrepute.

19.3 Any breach of this clause may result in immediate job cancellation, non-payment of the affected work, removal from future work and recovery of losses.

20. Customer Contact and Confidentiality

20.1 You must not contact Synergix customers directly unless authorised by Synergix or unless contact is necessary to complete the agreed delivery or collection.

20.2 You must not use customer contact details for any purpose other than completing the specific job instructed by Synergix.

20.3 You must not disclose Synergix rates, customer details, operational processes, routes, volumes, contacts, systems, documents, job information or commercial information to any third party.

20.4 You must not approach, solicit, canvas, supply, quote, accept work from or attempt to contract directly with any Synergix customer, customer contact, site, supplier or lead introduced to you through Synergix for a period of 12 months from the last date you carried out work for Synergix.

20.5 This restriction does not apply where you can prove a genuine, active and pre-existing trading relationship with that customer before Synergix introduced or instructed you.

20.6 Any breach may result in legal action, injunctive relief, recovery of lost profit, recovery of management time, recovery of legal costs and termination of your approved subcontractor status.

21. Non-Solicitation of Staff, Drivers and Contractors

21.1 You must not directly or indirectly solicit, employ, engage, poach or attempt to engage any Synergix employee, driver, subcontractor, customer contact, supplier or representative introduced to you through Synergix for 12 months after your last work for Synergix.

21.2 This clause is intended to protect Synergix’s legitimate business relationships, customer goodwill, driver network and confidential information.

22. Insurance Requirements

22.1 You must maintain valid and active insurance at all times while working for Synergix.

22.2 You must provide insurance documents whenever requested by Synergix.

Goods in Transit Insurance

22.3 Vans must carry Goods in Transit insurance with a minimum cover of £45,000.

22.4 HGVs must carry Goods in Transit insurance suitable for the work undertaken and, where applicable, compliant with RHA Conditions of Carriage or any higher requirement confirmed by Synergix.

22.5 In some cases, higher levels of cover may be required depending on the nature, risk or value of the consignment. These requirements will be confirmed at the time of booking where known.

22.6 Minimum insurance levels are not a cap on your liability unless Synergix expressly agrees this in writing for the specific load.

22.7 Where a consignment value is higher than your insurance cover, you must notify Synergix before accepting the load.

Public Liability Insurance

22.8 You must carry Public Liability insurance with minimum cover of £5 million.

Employers’ Liability Insurance

22.9 Where you employ, supervise, use or provide other drivers, employees, workers, agency staff or helpers, you must carry Employers’ Liability insurance with minimum cover of £10 million.

General Insurance Conditions

22.10 Failure to maintain suitable insurance may result in immediate cancellation, suspension, non-payment, removal from future work and termination.

22.11 You must not accept any load where your insurance does not properly cover the goods, vehicle, driver, activity or risk involved.

22.12 Maintaining insurance does not reduce or limit your liability to Synergix.

22.13 You must ensure your insurance covers the type of goods carried, the value of goods carried, the parking location, the vehicle used, the driver used, unattended vehicle risk, theft risk, alcohol or high value goods where applicable, and any overnight or secure compound requirements.

22.14 If your insurer refuses, reduces, excludes or delays cover because of your act, omission, breach, parking location, security failure, driver conduct, failure to follow instructions or non-compliance, you remain liable to Synergix for the full amount of the loss.

23. Liability for Goods

23.1 You are responsible for the goods from the point they are loaded, received or placed under your control until they are delivered, returned or handed over in line with Synergix instructions.

23.2 You are liable for loss, damage, theft, contamination, shortage, delay, misdelivery, wrong delivery, non-delivery, unauthorised leaving of goods, failure to obtain POD or failure to follow instructions caused by you, your driver, your vehicle, your employees, your subcontractors or your representatives.

23.3 You must take all reasonable steps to protect, secure and preserve the goods.

23.4 Goods must not be left unattended unless properly secured and unless doing so is lawful, safe and in line with Synergix instructions.

23.5 Goods must not be left without signature, unattended delivery authority or written approval from Synergix.

23.6 You must not admit liability, offer compensation, agree settlement or discuss claims directly with the customer without Synergix approval.

23.7 You must notify Synergix immediately of any damage, shortage, accident, theft, suspected theft, seal issue, tampering, contamination, misdelivery or other incident.

23.8 You must cooperate fully with Synergix, the customer, insurers, loss adjusters, police and any investigating body.

24. Loss, Theft, Damage and Full Load Value Liability

24.1 Where goods are lost, stolen, damaged, contaminated, delayed, misdelivered, short, rejected or otherwise affected due to the act, omission, negligence, breach, poor communication, non-compliance or failure of the subcontractor, driver, vehicle, employee, agent or representative, the subcontractor shall be liable for all losses suffered by Synergix.

24.2 This includes, but is not limited to:

a. the full replacement value of the goods;

b. the full invoice value of the goods;

c. the full load value where applicable;

d. customer claims;

e. customer deductions;

f. rejected delivery costs;

g. re-delivery costs;

h. recovery and return costs;

i. replacement vehicle costs;

j. storage and handling costs;

k. loss adjuster costs;

l. insurer excesses;

m. increased insurance costs;

n. administration and management time;

o. legal costs;

p. VAT, duty, excise or tax exposure where applicable;

q. loss of customer confidence, loss of goodwill or contract related losses where reasonably arising from the breach.

24.3 Where the subcontractor fails to follow any security instruction, alcohol delivery requirement, secure parking requirement, seal requirement, PDA requirement, site instruction, customer instruction or Synergix instruction, and that failure causes or materially contributes to the loss, theft, damage, shortage, rejection, delay or insurance issue, Synergix may pursue the subcontractor for the full load value and all associated losses.

24.4 Any insurance limit held by the subcontractor shall not limit the subcontractor’s liability to Synergix unless Synergix expressly agrees a liability cap in writing before the load is accepted.

24.5 If the subcontractor’s insurer refuses, reduces, excludes or delays cover because of the subcontractor’s act, omission, breach, parking location, security failure, driver conduct or non-compliance, the subcontractor remains personally and commercially liable to Synergix for the full amount of the loss.

24.6 To the fullest extent permitted by law, and subject to any mandatory carriage convention or statute which cannot lawfully be excluded, the subcontractor must not rely on RHA, CMR, platform terms, broker terms, insurance limits or any other limitation of liability to reduce liability where the loss arises from breach of these terms, negligence, misconduct, failure to follow instructions, unauthorised parking, failure to secure the load, failure to notify Synergix or failure to comply with alcohol or high risk load requirements.

24.7 This clause is intended to protect Synergix against genuine commercial exposure where Synergix may be liable to its customer, insurer, supplier or other party due to subcontractor failure.

25. Claims, Evidence and Cooperation

25.1 The subcontractor must notify Synergix immediately of any actual or suspected loss, theft, damage, shortage, contamination, delay, seal issue, attempted theft, break-in, route deviation, police incident, refusal, failed delivery or customer complaint.

25.2 The subcontractor must provide all evidence requested by Synergix, the customer, insurer, police, loss adjuster or any investigating party.

25.3 This evidence may include:

a. photographs of the load, vehicle, seals, locks and parking location;

b. collection paperwork;

c. delivery paperwork;

d. PODs;

e. PDA records;

f. GPS and tracking data;

g. dashcam footage;

h. tachograph records;

i. parking receipts;

j. secure compound booking records;

k. driver statements;

l. call logs;

m. messages;

n. insurance documents;

o. police crime reference numbers;

p. recovery reports;

q. site reports;

r. vehicle inspection records;

s. maintenance records where relevant.

25.4 Failure to provide evidence when requested may result in Synergix treating the matter as unsupported by the subcontractor and making deductions, withholding payment or pursuing recovery based on the evidence available.

25.5 The subcontractor must not admit liability, reject liability, offer settlement, discuss compensation, agree values, contact the customer about the claim or negotiate directly with the customer unless Synergix has given written permission.

25.6 The subcontractor must fully cooperate with Synergix until the claim is closed. This duty continues after the job has ended and after the subcontractor stops working for Synergix.

25.7 If the subcontractor fails to meet any claim, evidence, security, alcohol, parking, communication or insurance requirement under these terms, and that failure causes or contributes to a claim being made, rejected, increased, delayed or unrecoverable, Synergix may recover the full load value and all associated losses from the subcontractor.

26. Payment Withholding, Set-Off and Recovery

26.1 Synergix may withhold, reduce, deduct or set off any sums owed to the subcontractor where there is an actual or potential claim, loss, theft, damage, shortage, failed delivery, missing POD, customer deduction, insurance issue, breach of these terms or failure to provide requested evidence.

26.2 Synergix may withhold payment until the matter has been investigated and Synergix has been paid by the customer or satisfied that no claim, deduction or loss will arise.

26.3 Payment of an invoice does not prevent Synergix from later recovering losses, overpayments, claims, customer deductions, insurance excesses or other costs caused by the subcontractor.

26.4 Where Synergix suffers a loss greater than the amount owed to the subcontractor, the subcontractor must pay the balance to Synergix on demand.

26.5 Synergix may set off any amount owed by the subcontractor against any amount payable to the subcontractor, whether relating to the same job or any other job.

27. Vehicle Condition and Suitability

27.1 Your vehicle must be clean, safe, roadworthy, legal, suitable for the load and fit for the service required.

27.2 The vehicle must have sufficient load space, payload, restraints, securing equipment and access capability for the job.

27.3 Synergix may cancel a job without payment if the vehicle is unsuitable, unsafe, dirty, non-compliant, overloaded or not as described.

27.4 You are responsible for ensuring that the vehicle is not overloaded and that axle weights, gross vehicle weight and load restraint requirements are complied with.

27.5 Any fines, penalties, enforcement action, prohibition notices or losses arising from vehicle non-compliance are your responsibility.

27.6 Where the load requires a specific vehicle type, tail lift, curtain side, box body, refrigerated body, secure vehicle, straps, bars, blankets or other equipment, you must ensure these are available and suitable before accepting the work.

28. PPE and Clothing

28.1 All drivers must carry and wear appropriate PPE where required, including as a minimum:

a. high-visibility clothing;

b. safety footwear;

c. any site-specific PPE required by the customer, site or Synergix.

28.2 Drivers may be refused entry to site if they do not have the correct PPE.

28.3 Where a job fails, is delayed or is cancelled because the driver does not have the correct PPE, no payment shall be due for the affected work and Synergix may recover any losses.

29. Legal and Regulatory Compliance

29.1 You must comply with all applicable laws, regulations, codes, site rules and industry requirements.

29.2 This includes, where applicable:

a. road traffic law;

b. operator licensing requirements;

c. driver CPC requirements;

d. tachograph rules;

e. drivers’ hours and working time rules;

f. vehicle maintenance rules;

g. load restraint requirements;

h. health and safety law;

i. manual handling requirements;

j. data protection law;

k. anti-bribery law;

l. modern slavery requirements;

m. environmental and waste rules;

n. dangerous goods requirements.

29.3 You must not accept any ADR, hazardous, restricted, temperature-controlled, high-value, abnormal, specialist or regulated load unless Synergix has confirmed the requirement and you have the correct training, equipment, licence and insurance.

29.4 You must immediately notify Synergix if you become aware that any part of the work cannot be completed legally, safely or compliantly.

30. Fines, Tolls, Clean Air Charges and Road Charges

30.1 Unless Synergix agrees otherwise in writing before the job is accepted, all tolls, congestion charges, clean air zone charges, ULEZ charges, parking, ferry costs, tariffs and similar costs must be included in your agreed rate.

30.2 Synergix will not pay additional charges unless they have been approved before being incurred.

30.3 Speeding fines, parking fines, PCNs, enforcement charges, overload fines and any other driver or vehicle-related penalties are your responsibility.

30.4 If an unavoidable parking or access cost is genuinely required to complete the delivery, you must obtain Synergix approval before incurring it.

31. Invoicing and Payment

31.1 Invoices must be submitted correctly and must include all information reasonably required by Synergix.

31.2 Invoices received after the 3rd day of the following month may fall into the next payment cycle.

31.3 Payment is conditional on:

a. valid POD being supplied;

b. all paperwork being supplied;

c. the work being completed properly;

d. no unresolved claim, complaint, shortage, damage, delay or service issue existing;

e. the invoice matching the agreed rate;

f. any additional charges being pre-approved.

31.4 Synergix may withhold, reduce, set off or deduct sums from invoices where there is:

a. missing POD;

b. late POD;

c. failed delivery;

d. missed collection;

e. damage;

f. loss;

g. theft;

h. shortage;

i. delay;

j. customer complaint;

k. breach of these terms;

l. replacement vehicle cost;

m. overcharge;

n. duplicate charge;

o. unapproved extra charge;

p. insurance issue;

q. any loss or cost caused by you;

r. unapproved return, storage, holding, handling, parking, overnight or redelivery charges;

s. charges arising from late notification, avoidable delivery failure or unauthorised departure from site;

t. charges which exceed or avoid the limits or calculation method in Section 13;

u. failure to provide the dedicated vehicle service ordered, including unauthorised co-loading, unauthorised attendance at another job, false tracking information, false ETA information, unauthorised deviation or failure to follow a Synergix instruction.

31.5 Payment of an invoice does not prevent Synergix from later recovering losses, deductions, claims or overpayments.

31.6 Synergix is not required to pay any invoice where the subcontractor has failed to provide the documents, PODs, evidence or information reasonably required to validate the work.

32. Subcontracting and Substitute Drivers

32.1 You must not subcontract, assign or pass work to another person or business without Synergix’s prior written approval.

32.2 Where Synergix approves the use of a substitute driver or subcontractor, you remain fully responsible for their conduct, compliance, insurance, performance and any loss caused by them.

32.3 Any substitute driver or subcontractor must meet the same standards required under these terms.

32.4 Synergix may reject any driver, vehicle or subcontractor where it reasonably believes they are unsuitable, uninsured, non-compliant or a risk to service.

32.5 Unauthorised subcontracting is a serious breach and may result in non-payment, removal from future work and recovery of losses.

33. Data Protection and Confidential Information

33.1 You must only use personal data, customer data, delivery data and job information for the purpose of completing the work instructed by Synergix.

33.2 You must not retain, copy, share, misuse or disclose customer data after the job is complete.

33.3 Any data breach, lost paperwork, lost device, misdirected email, unauthorised disclosure or suspected misuse must be reported to Synergix immediately.

33.4 Customer information, site information, rates, job details, delivery schedules, volumes, contact names and operational processes are confidential and must not be shared or used for any purpose outside the job instructed by Synergix.

34. Termination and Suspension

34.1 Synergix may suspend or terminate your approved subcontractor status immediately where:

a. you breach these terms;

b. you fail to complete work properly;

c. you fail to provide insurance documents;

d. you cause customer complaints;

e. you damage goods;

f. goods are lost, stolen or short;

g. you fail to communicate;

h. you miss collections or deliveries;

i. you behave unprofessionally;

j. you solicit customers;

k. you misuse confidential information;

l. you fail to use the PDA or required system;

m. you fail to comply with alcohol or secure compound requirements;

n. Synergix reasonably considers you unsuitable or high risk.

34.2 Termination does not affect Synergix’s right to recover losses, apply deductions, withhold disputed sums or pursue legal action.

35. Driver Declaration

35.1 By accepting a booking, the subcontractor confirms that:

a. the driver is properly licensed, trained, insured and legally entitled to carry out the work;

b. the vehicle is legal, roadworthy, clean, secure and suitable for the load;

c. the subcontractor has sufficient insurance for the goods and work;

d. the subcontractor understands any alcohol, high value or secure parking requirement;

e. the subcontractor will not leave the vehicle unattended except in accordance with these terms;

f. the subcontractor will follow all Synergix instructions;

g. the subcontractor accepts liability for losses caused by breach, negligence, misconduct or non-compliance;

h. the subcontractor will not co-load, attend other work, deviate from the booking, withhold goods or release the vehicle from the booking unless Synergix has approved this in writing.

36. Amendments

36.1 Synergix may update these terms from time to time.

36.2 Updated terms will apply from the date stated on the updated version or, where no date is stated, from the date they are issued or made available. They apply to bookings accepted on or after that date.

36.3 Existing accepted bookings will only be varied where Synergix and the subcontractor agree the change or where the change is required for legal, safety, compliance or customer protection reasons.

37. Severance

37.1 If any clause is found to be invalid, unlawful or unenforceable, the remaining clauses shall continue in full force.

37.2 Any invalid clause shall be amended only to the minimum extent necessary to make it valid, lawful and enforceable.

38. Entire Agreement

38.1 These terms, together with any specific written booking instruction, agreed rate confirmation or written variation issued by Synergix, form the entire agreement for the work.

38.2 No driver, subcontractor or third party may rely on any statement, assumption, previous dealing or informal discussion unless confirmed by Synergix in writing.

39. Governing Law and Jurisdiction

39.1 These terms and any dispute arising from them shall be governed by the laws of England and Wales.

39.2 The courts of England and Wales shall have exclusive jurisdiction over any dispute, claim or proceedings arising out of or in connection with these terms, any booking, any load or any work carried out for Synergix.