ACAS COT3 Settlement Template

ACAS CONCILIATED SETTLEMENT (COT3)

Employment Tribunals Act 1996 S.18a  ·  ACAS Reference R261428/26/22  ·  2026-05-22

This conciliated settlement (the "Agreement") is recorded on 2026-05-22 by Mark Steven Phillips, an officer of the Advisory, Conciliation and Arbitration Service ("ACAS"), under section 18A of the Employment Tribunals Act 1996. The Agreement is reached between Sterling Logistics UK Ltd (the "Employer") and David Christopher Hayes (the "Employee") under ACAS Reference R261428/26/22 (EC certificate dated 2026-04-18).

1.1 ACAS conciliation has taken place under section 18A of the Employment Tribunals Act 1996. The Employee has presented Employment Tribunal claim case number 2304817/2026 (the "Tribunal Claim"). The Employee agrees to withdraw the Tribunal Claim under ET Rules 2013 Sch 1 r.51 in accordance with clause 5 below. 1.2 Communications between the parties and ACAS in connection with the conciliation were and remain protected from disclosure under section 18(7) ETA 1996. 1.3 The parties acknowledge that this Agreement falls within the statutory exception in ERA 1996 s.203(2)(e) (and the corresponding mirror provisions in EqA 2010 s.144(4)(b), TULRCA 1992 s.288(2)(b), WTR 1998 reg 35(2)(b)) so that, notwithstanding the general s.203(1) prohibition, the waiver in clause 4 below is enforceable against statutory claims arising under those provisions.

2.1 The Employee has been employed by the Employer as Operations Supervisor in the Distribution — North London department since 2020-07-13. The Employee's employment terminated (or is to terminate) on 2026-06-15. 2.2 The Agreement records the full and final terms on which the parties resolve any and all matters arising from or in connection with the Employee's employment, its termination and any related dealings between the parties.

3.1 In consideration of the Employee entering into this Agreement and complying with its terms, the Employer shall pay the Employee the following sums (subject to PAYE / NIC deductions as required by law): All sums shall be paid by BACS to the Employee's nominated bank account on or before 2026-06-29.

SETTLEMENT SCHEDULE

4.1 The Employee accepts the sums in clause 3 in full and final settlement of any and all claims, complaints, proceedings or causes of action (whether actual or prospective, known or unknown, statutory or contractual, in tort or otherwise) which the Employee has or may have against the Employer, any Group Company or any of their respective officers, employees, workers or agents arising out of or in connection with the Employee's employment, its termination or otherwise (the "Settled Claims"). 4.2 The Settled Claims include in particular (without limitation): unfair dismissal (ERA 1996 s.94); wrongful dismissal / breach of contract; unauthorised deductions from wages (ERA 1996 s.13); statutory redundancy pay (ERA 1996 s.135); direct, indirect and combined discrimination, harassment and victimisation on any protected characteristic under the Equality Act 2010; equal pay; breach of the Working Time Regulations 1998; Part-time Workers Regs 2000; Fixed-term Employees Regs 2002; whistleblowing detriment / dismissal (ERA 1996 Part IVA / s.103A); TUPE 2006 claims; and any claim under Article 157 TFEU / retained EU law. 4.3 Particular complaints covered (additional detail): unfair dismissal (ERA 1996 s.94); breach of contract (notice pay); unauthorised deductions from wages (ERA 1996 s.13); statutory redundancy (ERA 1996 s.135); race and age discrimination (Equality Act 2010 ss.13-19); harassment (EqA 2010 s.26); victimisation (EqA 2010 s.27); protected disclosure detriment (ERA 1996 s.47B); equal pay; Working Time Regulations 1998 annual leave. 4.4 The waiver is intended to be construed objectively and to give full effect to the principle in Industrious Ltd v Horizon Recruitment Ltd [2010] IRLR 204 that a COT3 is to be interpreted on its plain terms. Subject to clause 4.5 it covers all claims the parties could reasonably have been aware of as at the date of this Agreement (BCCI v Ali [2001] UKHL 8).

4.5 Claims preserved (carve-outs): accrued pension rights under the Sterling Stakeholder Scheme (policy ref SSL-8821); any claim to enforce this Agreement; any latent personal-injury claim of which the Employee is not aware; any entitlement under the criminal-injuries compensation scheme. In any event the Agreement does not waive: (a) the Employee's accrued pension rights; (b) any personal-injury claim of which the Employee is not, and could not reasonably be, aware; (c) any claim to enforce the terms of this Agreement; (d) any entitlement under a criminal-injuries scheme.

5.1 The Employee shall withdraw the Tribunal Claim under Schedule 1 rule 51 of the Employment Tribunals (Constitution and Rules of Procedure) Regulations 2013 within seven (7) days of receipt of the settlement sum referred to in clause 3 (or such other period as the parties agree). 5.2 The parties consent to the Tribunal dismissing the Tribunal Claim on withdrawal and request that no costs order be made between them. 5.3 Specific withdrawal mechanism: Employee's solicitor to file notice of withdrawal with London (Central) Employment Tribunal under ET Rules 2013 r.51 within 7 days of receipt of settlement sum; parties to request judgment of dismissal on withdrawal with no order as to costs.. 5.4 The Employee shall take any further procedural steps reasonably required to give effect to this clause.

6.1 The Employer will make the PAYE / NIC deductions it is required by law to make from the payments under this Agreement. The ex-gratia compensation element (less any element treated as Post-Employment Notice Pay) is intended to fall within the £30,000 tax-free threshold in ITEPA 2003 ss.401-403. 6.2 Any Payment in Lieu of Notice (PILON) is treated as Post-Employment Notice Pay (PENP) under ITEPA 2003 ss.402A-402E, taxable in full as earnings. The PENP formula is ((BP × D) / P) − T and has been applied to the figures in clause 3.

The Employee shall keep the Employer indemnified on demand against any income tax, National Insurance contributions, interest and penalties (but not including any professional fees, penalties arising from the Employer's delay in settlement, or the Employer's Class 1A NIC liability on the excess over £30,000) payable to HMRC by the Employer in respect of the payments under this Agreement which should have been paid via PAYE / NIC deductions but were not. The Employee's aggregate liability under this indemnity is capped at the gross settlement sum actually received under clause 3. The Employer will notify the Employee in writing of any demand from HMRC and will give the Employee a reasonable opportunity to comment before settling or contesting it.

Each party undertakes to keep the existence and terms of this Agreement, and the circumstances surrounding the termination of the Employee's employment, confidential. Permitted disclosures: (a) to immediate family under a duty of confidence; (b) to legal, tax or financial advisers; (c) as required by law, court, regulator or HMRC (including any application under CPR 70.5 / Form EX728 to enforce this Agreement); (d) to comply with the Employee's duty of disclosure on pension, insurance or mortgage applications; (e) for the purposes of any protected disclosure under Part IVA of the Employment Rights Act 1996; and (f) with the other party's prior written consent. Nothing in this clause prevents the Employee from making allegations or disclosures of information relating to workplace harassment, discrimination or failure to make reasonable adjustments; any provision purporting to do so is void in accordance with the NDA restrictions in the Employment Rights Act 2024 (expected commencement 2027), which apply expressly to COT3 settlements.

Each party undertakes not to make (and, in the case of the Employer, will procure that its directors and senior managers do not make) any statement about the other party which is derogatory, disparaging or inconsistent with any agreed reference or announcement, save as required by law, court, regulator or HMRC, or in the course of a protected disclosure under ERA 1996 Part IVA.

The Employer shall, on receipt of a written request from a bona-fide prospective employer, provide a reference in the terms set out below (the "Agreed Reference"), which shall not be departed from save as required by law or where doing so would give a materially misleading impression:

Sterling Logistics UK Ltd confirms that David Hayes was employed as Operations Supervisor in our Distribution — North London team from 13 July 2020 to 15 June 2026. He left on amicable terms. Any further information is available on written request from a bona-fide prospective employer.

Agreed announcement: David Hayes is leaving Sterling Logistics to pursue new opportunities. We thank him for six years of contribution to the Distribution team and wish him every success.

The post-termination restrictive covenants in the contract of employment (including confidentiality, non-compete, non-solicitation and non-dealing obligations) continue to apply in full following the Termination Date. The consideration under this Agreement also supports those covenants for the purposes of Tillman v Egon Zehnder [2019] UKSC 32.

By the Termination Date the Employee shall return to the Employer all Company property and any confidential information in the Employee's possession or control (including hard-copy and electronic records, and information on personal devices which shall be deleted under supervision). Specific items:

Sterling-issued iPad Pro (asset SLG-IPD-2294), iPhone 13 (IMEI 358492613725901), warehouse access card (#2294), corporate fuel card (-4427) — to be returned by 8 June 2026.

The parties note that the Employment Rights Act 2024 (Royal Assent 2025, staggered commencement) extends the Employment Tribunal time limit for most claims from three to six months with effect from 1 October 2026. Where the act or omission complained of in any non-waived claim occurred on or after that date, the time limit applicable to any subsequent Tribunal claim would be six months (extended further by ACAS Early Conciliation in the usual way).

The Employer confirms that, in respect of any decision affecting the Employee's employment that has led to this Agreement (including any redundancy selection, performance review or disciplinary determination), no decision producing legal or similarly significant effects has been taken solely by automated processing, save where Article 22(2) UK GDPR permits and appropriate safeguards have been applied (Article 22 UK GDPR). Where AI or automated tools have been used to inform any such decision, human review and oversight have been applied. The Employee may request meaningful information about the logic involved and the significance and envisaged consequences of any such processing under Articles 13(2)(f), 14(2)(g) and 15(1)(h) UK GDPR, and may seek human review under Article 22(3) UK GDPR, with regard to the ICO's 2024 guidance on AI and data protection.

Nothing in this Agreement, including the waiver or confidentiality clauses, prevents the Employee from making a protected disclosure under Part IVA of the Employment Rights Act 1996 (whistleblowing), reporting any criminal offence, cooperating with a criminal investigation, disclosing information to a regulatory body, or from bringing a claim to enforce this Agreement or for latent personal injury of which the Employee is not aware. From 6 April 2026, disclosures concerning sexual harassment are within the scope of qualifying disclosures, with protection from detriment and dismissal (Employment Rights Act 2025).

(a) This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements.
(b) No variation is effective unless in writing and signed by both parties (or recorded by an ACAS Conciliation Officer).
(c) If any provision is invalid or unenforceable, the others are not affected; the parties will negotiate in good faith to replace it with the nearest lawful equivalent.
(d) Save that a Group Company of the Employer may enforce the benefit of clause 4 and any confidentiality / non-derogation clauses, a person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

This Agreement, and any dispute arising out of or in connection with it, shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction. Where enforcement of payment under clause 3 is required, the Employee may apply under CPR 70.5 using Form EX728 (fast-track enforcement of ACAS COT3 settlements) without further leave. From 1 October 2026 the time limit for bringing most Employment Tribunal claims is extended from three to six months (Employment Rights Act 2024).

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.