Terms and Conditions of Service

In these Terms and Conditions, the following definitions apply:

• "BFT" or "we" or "us" means BFT Consulting Ltd, trading as Blue Flag Transport Consultancy, Company Number 14943001, registered at 18 Chivers Way, Northstowe, Cambridge CB24 1AH.
• "Client" or "you" means the individual, operator, business, or organisation that engages BFT for the provision of Services.
• "Services" means any transport compliance consultancy service provided by BFT, including Compliance Audits, Public Inquiry Preparation and Representation, Operator Licence Applications, and access to the BFT Vault Compliance Management Platform.
• "BFT Vault" means the compliance management platform provided by BFT as a subscription-based service, designed to assist transport operators in managing and maintaining their regulatory compliance obligations.
• "Engagement Letter" or "Service Agreement" means the written confirmation of scope, fees, and terms issued by BFT and accepted by the Client in relation to a specific Service.
• "Regulatory Authority" means the Traffic Commissioner for Great Britain, the DVLA, the DVSA, the Office of the Traffic Commissioner (OTC), or any other body with statutory authority over the Client's transport operations.
• "Compliance Status" means the Client's standing in relation to applicable road transport legislation, including the Goods Vehicles (Licensing of Operators) Act 1995, the Transport Act 1985, and associated statutory instruments and regulatory guidance.
• "Working Day" means any day other than a Saturday, Sunday, or public holiday in England and Wales.

BFT Consulting Ltd (trading as Blue Flag Transport Consultancy) is a UK transport compliance consultancy. We are members of the Road Haulage Association (RHA) and hold CPC qualifications. Our services are provided in accordance with UK road transport legislation, the standards of the Traffic Commissioner, and applicable industry guidance.

Our website is www.bftconsulting.co.uk. These Terms and Conditions apply to all Services provided by BFT and, together with any Engagement Letter or Service Agreement issued, form the entire agreement between BFT and the Client.

3.1 Commencement

Services commence upon written acceptance of an Engagement Letter or Service Agreement, or upon BFT confirming acceptance of an instruction in writing. BFT reserves the right to decline any instruction at its discretion and without obligation to provide reasons.

3.2 Scope

The scope of Services will be set out in the relevant Engagement Letter or Service Agreement. BFT will not be responsible for matters falling outside the agreed scope unless separately instructed in writing. Any variation to scope must be agreed in writing by both parties.

3.3 Independent Advice

BFT provides transport compliance consultancy advice. Where legal advice, legal representation before a court, or specialist professional advice outside the field of transport compliance is required, we will advise the Client accordingly. BFT is not a firm of solicitors and does not provide legal advice as defined under the Legal Services Act 2007.

Where BFT acts alongside legal representatives, our role is limited to the provision of compliance evidence, compliance management advice, and transport expertise in support of those proceedings.

4.1 Nature of the Service

BFT Vault is designed to support transport operators in meeting their ongoing obligations under UK road transport legislation. While we take every reasonable step to support your compliance, BFT does not guarantee that you will not face regulatory action. The ultimate responsibility for compliance with all applicable laws and regulations remains with the operator and, where applicable, the nominated Transport Manager.

4.2 Subscription and Access

Access to BFT Vault is provided on a subscription basis. The subscription tier, fees, and included features will be set out in your Service Agreement. Subscriptions are activated upon receipt of the first payment and remain active until cancelled in accordance with Clause 4.5 or terminated in accordance with Clause 10.

4.3 Compliance Monitoring and Notifications

During the period of active subscription, BFT will:

• Monitor your compliance records and documentation as agreed within the scope of your subscription tier;
• Notify you of any identified failures, gaps, or risks to your Compliance Status in a timely manner;
• Provide guidance on remedial action required to address compliance risks;
• Alert you to relevant regulatory changes or developments that may affect your licence or operations.

Notifications will be issued by email or through the BFT Vault platform. It is the Client's responsibility to ensure that contact details are kept up to date and that notifications are acted upon promptly.

4.4 Data and Document Retention

BFT will retain compliance records and documents uploaded to or generated within the BFT Vault platform for a period of fifteen (15) months following the conclusion of the subscription, in accordance with applicable legal and regulatory requirements for road transport operators.

Upon expiry of the fifteen-month retention period, all such records will be securely deleted or anonymised unless the Client has re-subscribed or a separate written retention agreement is in place.

4.5 Re-subscription

4.6 Post-Subscription Access to Records

Following the conclusion of a subscription, the Client's access to the BFT Vault platform will be suspended. If the Client subsequently requires access to, or download of, compliance records held within the retention period — for example, in connection with a Public Inquiry, DVSA audit, or other regulatory proceeding — an administration fee will be charged by BFT for the retrieval and provision of those records.

The applicable administration fee will be confirmed to the Client in writing prior to any retrieval being undertaken. No records will be released until the administration fee has been paid in full.

4.7 Client Responsibilities

The Client is responsible for:

• Providing accurate and complete information to BFT for the purposes of compliance management;
• Acting promptly on compliance notifications and guidance issued by BFT;
• Ensuring that nominated personnel engage with the BFT Vault platform as required;
• Maintaining their own obligations as operator-licence holders under applicable road transport legislation, irrespective of BFT's involvement.

5.1 Fees

Fees for Services are as set out in the relevant Engagement Letter, Service Agreement, or as communicated to the Client in writing. BFT reserves the right to amend its fees and will provide no less than thirty (30) days' written notice of any change to recurring fees.

5.2 Payment Terms

Unless otherwise agreed in writing, invoices are payable within fourteen (14) days of the invoice date. For subscription services, payment is due in advance of the relevant subscription period.

5.3 Late Payment

Where payment is not received by the due date, BFT reserves the right to:

• Suspend Services until outstanding amounts are settled;
• Charge statutory interest on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;
• Terminate the Service Agreement in accordance with Clause 10.

5.4 Expenses

Any reasonable out-of-pocket expenses incurred by BFT in connection with the provision of Services — including travel, accommodation, and disbursements — will be charged to the Client at cost, subject to prior written approval where practicable.

The Client agrees to:

• Provide BFT with accurate, complete, and timely information, documentation, and access as reasonably required for the provision of Services;
• Inform BFT promptly of any change in circumstances that may affect the scope of Services, including any contact from a Regulatory Authority, DVSA roadside encounter, prohibition notice, or operator licence inquiry;
• Ensure that a suitable point of contact is available and responsive during the engagement;
• Act on compliance advice and recommendations issued by BFT in a timely manner;
• Not misrepresent or withhold material information from BFT or from any Regulatory Authority;
• Comply with all applicable road transport legislation, including the Goods Vehicles (Licensing of Operators) Act 1995, the Public Passenger Vehicles Act 1981, the Road Traffic Act 1988, and all associated statutory instruments and Traffic Commissioner statutory documents.

BFT will:

• Provide Services with reasonable skill, care, and diligence, in accordance with the standards reasonably expected of a competent transport compliance consultancy;
• Maintain appropriate professional knowledge of UK road transport legislation, Traffic Commissioner guidance, and industry standards;
• Act in the Client's best interests within the agreed scope of Services;
• Keep the Client's confidential information secure and not disclose it to third parties save as required by law or as set out in these Terms;
• Notify the Client promptly of any matter that may affect the delivery of agreed Services.

Both parties agree to keep confidential any information received from the other party that is identified as confidential or that a reasonable person would understand to be confidential, and not to use such information for any purpose other than the performance of these Terms.

This obligation of confidentiality does not apply to information that: (a) is or becomes publicly available other than through a breach of this clause; (b) was already known to the receiving party prior to disclosure; (c) is required to be disclosed by law, regulation, or court order; or (d) is disclosed with the prior written consent of the disclosing party.

BFT will not cross-reference or disclose one client's information to another client under any circumstances.

All intellectual property rights in materials, templates, systems, methodologies, tools, and processes developed or used by BFT in the provision of Services remain the property of BFT Consulting Ltd.

BFT grants the Client a non-exclusive, non-transferable licence to use deliverables produced specifically for the Client under a Service Agreement, for the Client's own internal compliance purposes only. This licence does not extend to any BFT systems, platforms, templates, or methodologies underlying the deliverable.

The Client must not reproduce, distribute, or commercialise any materials provided by BFT without prior written consent.

10.1 Termination by the Client

The Client may terminate a Service Agreement by providing thirty (30) days' written notice to BFT. Any fees due for Services rendered up to the date of termination remain payable. Prepaid subscription fees are non-refundable unless otherwise agreed in writing.

10.2 Termination by BFT

BFT may terminate a Service Agreement immediately upon written notice if:

• The Client fails to pay any amount due and the failure continues for fourteen (14) days after written notice;
• The Client materially breaches these Terms and (where the breach is capable of remedy) fails to remedy it within fourteen (14) days of written notice;
• The Client provides false, misleading, or materially incomplete information to BFT or to a Regulatory Authority;
• Continuing to provide Services would require BFT to act in a manner that is unlawful, unethical, or contrary to the standards of the Traffic Commissioner;
• The Client becomes insolvent, enters administration, or is subject to a winding-up order.

10.3 Effect of Termination

Upon termination, all outstanding fees become immediately due and payable. Data retention obligations following termination are governed by Clause 4.4 (BFT Vault) or, for other Services, by BFT's Privacy Policy and applicable statutory requirements.

Nothing in these Terms limits or excludes BFT's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be limited or excluded by law.

Subject to the above, BFT's total aggregate liability to the Client — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees paid by the Client to BFT in the twelve (12) months immediately preceding the event giving rise to the claim.

BFT shall not be liable for any loss of profit, loss of revenue, loss of business or contracts, loss of anticipated savings, indirect or consequential loss, or any regulatory sanction, licence curtailment, suspension, or revocation imposed by a Regulatory Authority, except to the extent directly caused by BFT's gross negligence or wilful misconduct.

BFT's advice is based on information provided by the Client and on the law and regulatory guidance in force at the time of instruction. BFT is not liable for consequences arising from inaccurate or incomplete information provided by the Client, or from changes in law or regulatory guidance after the relevant advice was given.

BFT processes personal data in accordance with the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and BFT's Privacy Policy, which is available at www.bftconsulting.co.uk/privacy-policy.

By engaging BFT's Services, the Client confirms that any personal data provided to BFT has been collected lawfully and that the relevant individuals have been informed of its disclosure to BFT where required.

Where BFT processes personal data on behalf of the Client as a data processor — for example, in relation to driver or employee records held within BFT Vault — BFT will do so only in accordance with the Client's instructions and applicable data protection law.

BFT shall not be liable for any delay in or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, civil unrest, government action, or failure of third-party infrastructure.

BFT will notify the Client as soon as reasonably practicable of any force majeure event and will use reasonable endeavours to minimise its impact and resume performance as soon as possible.

BFT is committed to providing a high standard of service. If you are dissatisfied with any aspect of our Services, please contact us in the first instance:

We will acknowledge your complaint within three (3) Working Days and aim to provide a substantive response within twenty-one (21) Working Days. Where a complaint cannot be resolved to the Client's satisfaction, the matter may be referred to the relevant professional body or, in respect of data protection concerns, to the Information Commissioner's Office (ICO) at www.ico.org.uk.

These Terms and Conditions, together with any Engagement Letter or Service Agreement issued by BFT, constitute the entire agreement between BFT and the Client with respect to the Services and supersede all prior representations, agreements, and understandings.

No variation to these Terms shall be effective unless agreed in writing and signed by an authorised representative of BFT.

These Terms and Conditions and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

BFT reserves the right to update or amend these Terms and Conditions from time to time. The current version will always be published at www.bftconsulting.co.uk/terms-and-condition-of-service. Where changes are material, BFT will provide the Client with no less than thirty (30) days' written notice.

Continued use of BFT's Services following notification of amended Terms constitutes acceptance of the revised Terms.