Fleetondemand Rental Management Service Terms and Conditions
1. INTERPRETATION OF WORDS AND PHRASES
1.1 Some of the words and phrases in these Conditions mean specific things. They are capitalised all the way through and explained in the Defined Terms section at the end of these Conditions.
2. APPLICATION OF THESE CONDITIONS AND THE RENTAL AGREEMENT
2.1 These Conditions, the Order, the DPA, the Service Description Document and, where applicable, the FOD Pool Terms and any Special Terms agreed between us, and any other documents referenced in any of those documents apply to and form the agreement between us (our Agreement). They take precedence over any terms and conditions of supply previously supplied by us. You acknowledge and agree that you have read, understood and agree to each of the sections and documents listed above that form our Agreement. We recommend that you retain a copy of all the documents that make up our Agreement.
2.2 Each Order to enter an Agreement issued by you shall be an offer to purchase the Services subject to these Conditions.
2.3 We may accept or reject your Order to enter an Agreement at our discretion. Your Order shall not be accepted and no binding obligation to supply the Services shall arise, until the earlier of:
2.3.1 our written acceptance of the Order to enter an Agreement; or
2.3.2 us commencing the performance of the Services or notifying you they are ready to be performed (as the case may be).
2.4 Rejection of an Order to enter an Agreement by us, including any communication given by us that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by you.
2.5 Each Order forms a separate, standalone agreement between us.
2.6 No terms or conditions delivered with or contained in any Reservation Request, purchase conditions, order or other document will form part of our Agreement.
2.7 We may issue quotations to you from time to time. Quotations are invitations to treat only. They are not an offer to supply the Services and are incapable of being accepted by you.
2.8 Marketing and other promotional material relating to the Services are illustrative only and do not form part of our Agreement.
2.9 If we accept your Order to enter an Agreement under clause 2.3, you can then submit Reservation Requests to us for Rental Vehicles and Taxis in accordance with clause 9.
2.10 In respect of each Reservation, our Agreement and the relevant Rental Supplier’s rental agreement (the Rental Agreement) apply to each hire of a Vehicle Rental by you. You agree to comply with the terms of the relevant Rental Agreement and ensure each Permitted Driver complies with all provisions of the Rental Agreement. The Rental Supplier reserves the right to change the terms and conditions of its Rental Agreement without notice to you and you shall be bound by any such change.
2.11 If any Rental Vehicle is released to you or a Permitted Driver without the Rental Agreement being signed by you or them, you acknowledge and accept that the Rental Vehicle shall automatically be deemed hired to you subject to the relevant Rental Agreement (and our Agreement).
2.12 You acknowledge and accept we and/or the Rental Supplier may enforce the rights of the Rental Supplier under the relevant Rental Agreement against you.
2.13 If there is a conflict between any of the documents listed below, the order of priority, highest first, is:
2.13.1 the DPA;
2.13.2 the Special Terms; and
2.13.3 the FOD Pool Terms (where applicable);
2.13.4 these Terms;
2.13.5 the Rental Agreement;
2.13.6 the Order (excluding the Special Terms); and
2.13.7 the Service Description Documents.
3. WHEN OUR AGREEMENT BEGINS AND HOW LONG IT LASTS
3.1 Our Agreement starts on the Effective Date and will, unless one of us ends it (in a way that these Conditions allow), carry on until the expiry of the Initial Term and shall automatically continue thereafter for further consecutive Additional Terms unless terminated by either of us giving the other written notice of not less than the Notice Period to terminate our Agreement, such notice to expire at the end of the Initial Term, or, as the case may be, the relevant Additional Term (the Term).
4. GENERAL PRINCIPLES
4.1 During the Term, we agree to supply and you agree to purchase the Services on the terms set out in our Agreement.
4.2 We confirm we are a legal entity, authorised to agree our Agreement and provide the Services.
4.3 You confirm you are legally set up as a business, authorised to agree our Agreement, each Rental Agreement and carry out your responsibilities under them. You confirm the individual(s) signing the Order and each Rental Agreement and otherwise entering into our Agreement and each Rental Agreement on your behalf is authorised to do so. If you are accepting our Agreement on behalf of your employer or another person or entity, you represent and warrant that: (a) you have full legal authority to bind your employer or such other person or entity to our Agreement; (b) you have read and understand our Agreement; and (c) you agree to our Agreement on behalf of the party that you represent.
5. THE SERVICES GENERALLY
5.1 We will:
5.1.1 provide the Services with reasonable skill and care; and
5.1.2 report to you details about the Services in the manner and at the frequency agreed between us in writing from time to time.
6. WHAT YOU HAVE TO DO GENERALLY
6.1 You will:
6.1.1 perform your obligations in accordance with the terms of our Agreement and each Rental Agreement;
6.1.2 pay the Rental Charges and other amounts to us in accordance with out Agreement;
6.1.3 tell us the name(s) and contact details of the individual(s) authorised to act on your behalf for the Services and technical and billing matters in the Order. We may however accept instructions from a person who we reasonably believe is acting with your authority;
6.1.4 cooperate with us and comply with any reasonable requests we make to help us provide any Service;
6.1.5 provide us with any information, documents, materials, data or other items reasonably required by us, without undue delay, and you will make sure the same is accurate, up-to-date and complete;
6.1.6 inform us in a timely manner of any matters which may affect our performance of the Services;
6.1.7 obtain and maintain all necessary licences, permits and consents required to enable us to perform the Services for your benefit, and otherwise comply with our obligations under our Agreement;
6.1.8 comply with applicable Law, and make sure that your Representatives do as well; and
6.1.9 comply with any of your additional or special responsibilities and obligations specified in the Order or otherwise agreed between us from time to time.
7. DELAYS AND WHEN WE ARE NOT TO BLAME
7.1 We shall use reasonable endeavours to perform the Services in accordance with any agreed time schedule, or, if no time schedule has been agreed, within a reasonable time.
7.2 If any Services, in whole or in part, cannot be provided by us on a timely basis for reasons caused in whole or part by: (a) you, your Representatives and/or any of your subcontractors/suppliers; (b) anyone other than us, our Affiliates or Rental Suppliers doing something, or not doing something, they need to do; (c) a Relief Event; (d) or restriction or prevention by applicable Law, a court order, an application for interlocutory relief or injunction, then (to the fullest extent permitted by applicable Law):
7.2.1 we shall have no liability for Losses that are attributable to any of those circumstances and/or events;
7.2.2 we shall be entitled to reimbursement of costs caused to us due to those circumstances and/or events; and
7.2.3 any agreed timeframes for performance may be extended, if and where practicable, for a period equivalent to the period of the delay caused by those circumstances and/or events (however it may be longer at our discretion).
8. DUE DILIGENCE PROCESS
8.1 You warrant, represent and undertake to us that:
8.1.1 any and all information you provide to use as part of each Due Diligence Process is complete, accurate and up-to-date;
8.1.2 each Permitted Driver meets the qualifications to hire the Rental Vehicle required by the relevant Rental Supplier or otherwise notified by us to you;
8.1.3 you will not submit a Reservation Request for any person that does not pass the checks undertaken as part of the Due Diligence Process; and
8.1.4 you will immediately notify us, if you or any Permitted Driver no longer meets the requirements set out in the Due Diligence Process, the qualifications to hire required by the relevant Rental Supplier or us, our credit control criteria and/or any other applicable underwriting criteria stipulated by us or the relevant Rental Supplier from time to time.
9. RESERVATIONS
9.1 At any time during the Term, you may provide us with a booking request for the hire of a Rental Vehicle or a Taxi using the methods made available by us to you from time to time (a Reservation Request). As part of the Reservation Request, you shall provide such information requested by us from time to time.
9.2 Each Reservation Request issued by you shall be an offer for the hire of the Rental Vehicle or Taxi (as applicable). We may accept or reject your Reservation Request at our discretion. A Reservation Request shall not be accepted, and no binding obligation to procure the Rental Vehicle rental from the Rental Supplier or Taxi from the Taxi Firm shall arise, until you have provided us with any and all information requested by us as part of the Due Diligence Process or by the relevant Rental Supplier or Taxi Firm and our written confirmation of acceptance of the Reservation Request (such written acceptance includes an email and/or system generated confirmation from us to you) (the Reservation Confirmation).
9.3 Please note we may cancel the Reservation at any time before the Rental Vehicle hire or Taxi hire commences by notifying you.
9.4 You are responsible for controlling access to and use of vehicle and taxi reservation booking tools and facilities.
10. THE RENTAL TERM
10.1 You have the right to use the Rental Vehicle from the hire start date and time agreed between us in writing until the hire end date and time indicated on the Reservation Confirmation and thereafter during such additional period agreed by us in writing in advance (the Rental Term). The Rental Term may (subject to a minimum Rental Term) be for an indefinite term. Where this is the case, you acknowledge and accept we or the Rental Supplier will be permitted to end the Rental Term early on giving you notice.
10.2 You acknowledge and accept that the Rental Vehicle will remain on hire to you and will remain at your risk until it is delivered into the possession of the Rental Supplier (whether delivered by you to their rental branch or collected by the Rental Supplier from the agreed collection location) during their normal working hours and the keys of the Rental Vehicle have been handed to a duly authorised representative of the Rental Supplier. To avoid doubt, while the Rental Vehicle is at your risk you will remain liable for any Damage to the Rental Vehicle and must ensure that Rental Vehicle insurance remains in force during such period.
11. PERMITTED DRIVERS AND DRIVER LICENCES
11.1 Unless applicable law requires otherwise, you shall ensure only the Driver and the Additional Driver(s) identified by you to us in the Reservation Request and confirmed by us in the Reservation Confirmation drive the Rental Vehicle (Permitted Driver(s)).
11.2 You must ensure that each Permitted Driver:
11.2.1 is in possession of a full current and valid driver's license for the Rental Vehicle category applicable to the Rental Vehicle for the entire Rental Term and otherwise while it remains on hire to you. For the purpose of this clause a ‘valid licence’ shall mean: (a) a United Kingdom driving licence; or (b) an EU licence designated by the DVLA from time to time as being valid in Great Britain;
11.2.2 meets any criteria notified by us to you as part of the Due Diligence Process or otherwise from time to time; and
11.2.3 otherwise meets the requirements of any applicable Laws and those of the relevant Rental Supplier.
11.3 You may be required to confirm the status of any individual claiming to be a Permitted Driver if that person has or causes an accident. If, for any reason, you do not confirm the status of the person in question as a Permitted Driver, we nor the relevant Rental Supplier will provide any of the protection products afforded to the Permitted Driver and you, unless required by applicable Law.
12. YOUR ACKNOWLEDGEMENTS AND WHAT YOU HAVE TO DO IN RESPECT OF EACH RENTAL VEHICLE
12.1 You acknowledge and accept the Rental Vehicle is in a good condition at the start of the Rental Term (except for any damage documented in a condition sheet by the Rental Supplier immediately prior the commencement of the Rental Term (the Current Condition Report). If you notice any damage to the Rental Vehicle that is not documented in the Current Condition Report, you must inform the Rental Supplier prior to driving the Rental Vehicle for the Current Condition Report to be updated or within 1 Working Hour of delivery, whichever is the earlier; otherwise you acknowledge and accept you will deemed to have accepted the condition as verified by the relevant Rental Supplier.
12.2 You shall return the Rental Vehicle back to the return location (this will be agreed with you but will be the relevant Rental Supplier’s rental branch or (where we are organising collection) your/the Driver’s business or home address) set out in the Reservation Confirmation (or other location subsequently agreed with us in writing) by the return date and time set out in the Reservation Confirmation (or other period subsequently agreed with us in writing) in the same condition as it was immediately before the commencement of the Rental Term (as verified by the relevant Rental Supplier).
12.3 You shall:
12.3.1 keep the Rental Vehicle in your possession and control during the Rental Term and otherwise while the Rental Vehicle remains on hire to you, free from legal process, seizure or any type of lien and when not in use secured and protected;
12.3.2 exclusively assume responsibility to the public and any regulatory body having jurisdiction during the Rental Term and otherwise while the Rental Vehicle remains on hire to you (and by entering our Agreement you hereby do so);
12.3.3 comply and cause the Permitted Drivers to comply with the use requirements and restrictions set out in clause 13;
12.3.4 lock and secure the Rental Vehicle when not in use;
12.3.5 where the Rental Vehicle is a heavy goods vehicle, comply with your applicable obligations under the Goods Vehicles (Licensing of Operators) Act 1995 and the Road Traffic Act 2000 (in all cases as amended, supplemented or replaced from time to time) and ensure you maintain an Operator’s Licence;
12.3.6 obtain COI meeting the requirements of clause 15, unless the Rental Charges include the provision of DW cover and Compulsory Third Party Liability insurance;
12.3.7 check daily, during the Rental Term and otherwise while the Rental Vehicle remains on hire to you, the Rental Vehicle’s oil, water and brake fluid levels, wheel nuts, tyre pressure and wipers;
12.3.8 at our or the Rental Supplier’s reasonable request, make the Rental Vehicle available for inspection, service or repair work;
12.3.9 pay any fines, traffic violations, tolls, fees, charges, costs and penalties that are imposed, issued or incurred in connection with your (including each Permitted Driver’s) usage of the Rental Vehicle during the Rental Term and otherwise while the Rental Vehicle remains on hire to you (Fines);
12.3.10 return the Rental Vehicle with the same fuel level and/or battery charge as recorded by the Rental Supplier at the time of handing over the Rental Vehicle; and
12.3.11 use the appropriate fuel as indicated in the Rental Vehicle.
12.4 In case of an accident or damage to or if the Rental Vehicle is lost or stolen, you are required to do the following:
12.4.1 you shall report the accident or damage to, theft or loss to us as soon as possible by any means and confirm this promptly in writing (email is sufficient) to us no later than 1 Business Day, from the moment you become aware of the event. In the case of an accident or damage to the Rental Vehicle, you shall promptly take timestamped photos of the damage to the Vehicle and also send those photos in writing (email is sufficient) to us no later than 1 Business Day, from the moment the accident or damage occurs;
12.4.2 you shall report any theft or loss (or where appropriate, any accident) to the police as soon as reasonably possible and confirm this promptly in writing (email is sufficient) to us;
12.4.3 to the extent permitted by applicable Law, you shall, and shall procure any driver shall, avoid admitting responsibility to anyone in relation to the accident;
12.4.4 you shall, and shall procure any driver shall, request the names and addresses of everyone involved, including witnesses, and provide them to us;
12.4.5 you and any driver shall promptly forward to us any notices or other documents relating to any legal proceedings arising out of the accident, theft or loss;
12.4.6 you shall cooperate with us and our representatives including responding to requests for full and true information and provide assistance in any matters; and
12.4.7 you shall return the original keys or any other device which unlocks the Rental Vehicle and/or enables the Rental Vehicle to be started to us or, at our request, the relevant Rental Supplier.
13. PROHIBITED USE OF THE RENTAL VEHICLE
13.1 The Rental Vehicle must not be used:
13.1.1 by anyone other than a Permitted Driver that meets the requirements of the Due Diligence Process or other criteria notified by us to you or otherwise required by the relevant Rental Supplier from time to time;
13.1.2 in a way to affect the good condition of the Rental Vehicle, including by smoking. The use of e-cigarettes in Vehicle is also prohibited;
13.1.3 for carriage of passengers for hire or reward;
13.1.4 for deliberately causing personal injury or property damage or for any illegal purpose;
13.1.5 for racing, pace making, testing the Rental Vehicle's reliability and/or speed, or teaching someone to drive;
13.1.6 while the driver is under the influence of alcohol, narcotics or drugs;
13.1.7 to go to countries or places outside the United Kingdom, without our written consent beforehand and subject to such conditions as we may specify and, where such consent is given, the Rental Vehicle must not be used to go to countries or places outside Europe;
13.1.8 with more passengers than seatbelts, to transport children without the legally required car seats, or otherwise in breach of legally prescribed safety precautions;
13.1.9 to propel or tow any other vehicle or wheeled equipment, unless the Rental Vehicle is fitted with a tow bar and we have given written permission beforehand;
13.1.10 on unpaved roads, racetracks, beaches, and test courses;
13.1.11 to transport easily illegal, flammable, toxic or otherwise dangerous substances;
13.1.12 in a careless or reckless manner;
13.1.13 to drive through or over water or over any objects that the Permitted Driver knew or ought to have known rise above the ground clearance of the Rental Vehicle;
13.1.14 to drive under a barrier lower than the overhead clearance of the Rental Vehicle;
13.1.15 in or on part of any aerodrome, airfield, airport, or military installation designed for the take-off, landing, taxiing, or parking of aircraft and aerial devices, including any associated service roads, fuel supply areas, ground equipment parking areas, aprons, maintenance zones, and hangars;
13.1.16 to transport goods with a weight heavier than that authorised for the Rental Vehicle, or to transport goods deficiently distributed or badly secured, or to carry goods that you do not own for a fee without our written consent beforehand; or
13.1.17 in contravention of our Agreement and/or the Rental Agreement, your COI or the applicable laws, safety rules and requirements of the countries where the Rental Vehicle is used.
13.2 In addition, you shall not:
13.2.1 without our written consent beforehand, perform maintenance, remove parts or components, or work on the Rental Vehicle or add a roof rack, luggage rack or similar equipment, other than ordinary maintenance such as adding and adjusting tyre pressure;
13.2.2 without our written consent beforehand, incur any liability for repairs to or otherwise conduct any repairs on the Rental Vehicle;
13.2.3 be our or the Rental Supplier’s agent or servant for any purpose and you shall not hold yourself out as such; and
13.2.4 to the fullest extent permitted by applicable law, make any claim against us or the Rental Supplier for loss or damage to any property left, stored or transported in or upon the Rental Vehicle.
14. RENTAL CHARGES AND OTHER AMOUNTS PAYABLE BY YOU
14.1 The Rental Charges shall be as set out or referred to in the Order and/or the Service Description Document (as amended in accordance with the Conditions) or, if they are not set out in the Order or the Service Description Document, they will be calculated in accordance with our and/or the relevant Rental Supplier’s scale of charges in force from time to time (as notified by us to you).
14.2 You acknowledge and accept you are responsible for all charges that arise under our Agreement, even if you have asked someone else to be responsible for them or if we have originally billed a third party.
14.3 Unless otherwise agreed with you in writing and in addition to the other amounts specified elsewhere in our Agreement, you acknowledge and agree you shall pay to us:
14.3.1 the Rental Costs for the rental of the Rental Vehicle. Please note:
14.3.1.1 the Rental Costs are based on 24 hours starting from the time of delivery of the Rental Vehicle. If the Rental Vehicle is not returned to the agreed location at the agreed date and time, you will be charged an extra day’s Rental Costs at the relevant rate for every day or part day the Rental Vehicle is overdue;
14.3.1.2 we will initially invoice you the Rental Costs at the rate applicable to the Rental Term set out in your Reservation Request that is accepted by us. This rate may then be adjusted if your Rental Term is extended. So, for example, if the Rental Term in your Reservation Request is 27 days, for the first 27 days we will charge you Rental Costs at our 27-day rate. If you request an extension to the Rental Term past those 27 days, for day 28 and thereafter until termination and collection of the Rental Vehicle we will charge you Rental Costs at our 28 day + rate (non-pre-booked); and
14.3.1.3 if you terminate a Rental Vehicle hire before the end of the Rental Term requested in your Reservation Request that has been accepted by us, we may: (a) charge you the Rental Costs for the entire Rental Term specified in that Reservation Request (so, for example, if you pre-book a Rental Term of 30 days in your Reservation Request, but terminate the Rental Vehicle hire on day 26, we can charge you for the 26 days use and the additional 4 days); and/or (b) charge you the Rental Costs that would have been applicable to your Rental Term if you had booked that Rental Term in your Reservation Request (so, for example, if you pre-book a Rental Term of 30 days in your Reservation Request, but terminate the Rental Vehicle hire on day 26, you will pay our 7 – 27 day Rental Cost rates for that hire (as opposed to our 28 day + (pre-booked) Rental Cost rates). To avoid doubt, if we have already invoiced you Rental Costs to cover a period of hire, we may still retrospectively invoice you for the amounts referenced in this part (b);
14.3.2 in the event of Damage to the Rental Vehicle: (a) where we or the Rental Supplier have agreed to provide you with DW cover in respect of the Reservation (as indicated in the Reservation Confirmation), the DW cover excess fee; and (b) any further uninsured losses, damages, expenses, costs and liabilities related to your use of the Rental Vehicle;
14.3.3 in the event of Damage to a Rental Vehicle subject to COI (or which should have been subject to COI, as the case may be), any and all costs, expenses and charges in respect of that Damage;
14.3.4 where we have agreed to provide you with De-Risk cover in respect of a Reservation, the additional charges for that De-Risk cover;
14.3.5 excess mileage charges for any mileage exceeding the permitted mileage;
14.3.6 any Fines;
14.3.7 the Rental Supplier’s and our administration fees in accordance with their and/or our then current rates for processing any Fines;
14.3.8 a cleaning fee if you do not return the Rental Vehicle in good condition;
14.3.9 where the Rental Vehicle requires a refuel, a re-fuelling fee if you returned the Rental Vehicle to us or the Rental Supplier with less fuel than was provided at the start of the Rental Term;
14.3.10 where the Rental Vehicle is an electronic vehicle and is returned with less charge than was provided at the start of the Rental Term, a re-charging fee;
14.3.11 a collection and/or recovery fee if the Rental Vehicle is not returned to the return location indicated in the Reservation Confirmation (or otherwise agreed with us in writing);
14.3.12 the Taxi Costs;
14.3.13 if the Rental Vehicle is not returned by the return date and time indicated on the Reservation Confirmation (or other period subsequently agreed with us) or the Rental Vehicle is not returned in the same condition as it was immediately before the commencement of the Rental Term (as verified by the relevant Rental Supplier) or not returned at all, then without prejudice to our other rights and remedies, the Loss of Use Charges; and
14.3.14 any other amounts referenced in our Agreement and/or the Rental Agreement (such as delivery and collection, one way hires, locations surcharges, abortive delivery and collection, overseas use and road fund tax charges) or otherwise notified by us to you following receipt of your Reservation Request. Please note, if at the time of your Reservation Request you initially benefit from free delivery or collection as a result of the Rental Term, but you terminate the Rental Term early resulting in the Rental Term no longer qualifying for free delivery or collection, we may charge you for delivery and collection costs; and
14.3.15 to the fullest extent permitted by applicable law, our costs incurred in collecting or processing any payment due from you under our Agreement. These include: (a) our reasonable legal fees and costs if you fail to pay any amount due to us under the Agreement; and (b) administration fees.
14.4 The amounts payable by you under our Agreement are exclusive of VAT. Where it applies, you will pay us VAT (at the prevailing rate when the payment is due to be made by you) on the sums payable under our Agreement. To avoid doubt, we may vary the Rental Charges at any time to take account of any change in VAT and all other taxes during the Term.
14.5 We will be entitled to be reimbursed by you for all out-of-pocket expenses incurred by us or any of our personnel in the proper provision of the Services, subject to the production of corresponding receipts and we will include those expenses on our invoices.
14.6 We may change the Rental Charges at any time: (a) on giving you 14 days’ written notice (email is sufficient). This may occur for example as a result of changes in market conditions such as increases in insurance costs, new taxes or duties, changes in applicable law, minimum wage increases, inflation, and increases in vehicle supply chain costs, amongst other things; and (b) if you are in breach of our Agreement, on giving you written notice.
14.7 Unless otherwise agreed with you in writing:
14.7.1 we will invoice you the Rental Charges and other amounts due at the end of the Rental Term, unless the Rental Term is over 28 days in which case we may invoice you every 28 days and then at the end of the Rental Term;
14.7.2 you will pay each of our invoices within: (a) 30 days of invoice date; (b) to the bank account nominated by us; and (c) in full and in clear funds, without deduction or set-off.
14.8 If you do not pay any of our invoices by the due date, without limiting our other rights, we may (without limiting our other rights and remedies):
14.8.1 charge you interest on the unpaid amount at 4 per cent a year above HSBC plc’s base rate from time to time in force (or if HSBC plc’s base rate drops below zero, then at 4 per cent a year). That interest will compound daily, and apply from the due date for payment until actual payment in full, whether before or after judgement; and
14.8.2 restrict or suspend the Services under clause 20.
14.9 We may on giving you written notice reduce the number of days you have to pay each invoice:
14.9.1 where: (a) you issue a profit warning; or (b) any credit rating agency reveals a reduction in your credit rating; and
14.9.2 we reasonably consider that this will affect your ability to pay our invoices.
14.10 As part of our credit management procedures, we may at any time:
14.10.1 require you to pay a deposit, pay the Rental Charges in advance, or provide a guarantee as security for payment of future invoices by the means requested by us; and
14.10.2 carry out a credit check on you. You will provide us or our agents with any information we or they may reasonably require for this.
14.11 Where applicable, you are liable for any Withholding Taxes on payments to us, so that the net amount we receive is not less than the amount invoiced to you.
14.12 If you do not, acting in good faith, agree with something in an invoice we send you, you will give us notice to accounts@fleetondemand.co.uk or via telephone on 0330 1231089 within 7 days after the date of the invoice; failure to do so constitutes your irrevocable acceptance of such invoiced amounts.
14.13 We will both settle an invoice dispute in accordance with clause 25 and you will pay the amount we both finally agree on within five days of both of us agreeing it. You will always pay the undisputed amount of an invoice on the due date for payment.
14.14 We may still charge you interest in accordance with clause
14.8 for any amount that we both agree is payable under clause 14.13.
14.15 To the fullest extent permitted by applicable law, any amount that you owe to us under this Agreement, may be set off from any amount due to you from us under this Agreement.
15. DAMAGE, INSURANCE AND DE-RISK COVER
15.1 You shall ensure that all Rental Vehicles and Permitted Drivers shall at all times be covered by fully comprehensive insurance against Damage to the Rental Vehicle and its accessories (and shall reimburse us on demand for all costs, charges and expenses associated with such Damage) and in respect of all Third Party Losses (including personal injuries and damage to third party vehicles and/or property) (COI), unless in respect of the Rental Vehicle you requested Damage waiver and Compulsory Third Party Liability insurance cover from us or the Rental Supplier (DW or CDW or Damage Waiver or DW cover or similar) in your Reservation Request and we or the Rental Supplier have agreed to provide you with the DW cover to the Permitted Drivers in respect of the Rental Vehicle as indicated in the Reservation Confirmation. You shall always be liable for the payment of any excess on the COI. If the Rental Vehicle is damaged, lost or stolen and we or the Rental Supplier have not agreed to provide you with DW cover, you must allow us (or the Rental Supplier or our or their agents) on request to make a claim under any COI policy in your name.
15.2 If COI applies to a Rental Vehicle and/or Permitted Drivers, you shall:
15.2.1 promptly following the Effective Date (and in any event before we accept the first Reservation Confirmation), on each anniversary of the Effective Date, within 30 days of policy renewal and otherwise at our reasonable request, provide us with sufficient evidence of the existence and details of your COI, including copies of the insurance policy, the premium receipts, and insurance certificate for the COI;
15.2.2 ensure that your insurance provider notify us and the relevant Rental Supplier in writing should you fail to pay any premium in respect of the insurance;
15.2.3 provide us and the relevant Rental Supplier with the policy number and claim number of the COI within 2 Business Days of our request;
15.2.4 ensure the COI is maintained throughout the Rental Term and otherwise while the Rental Vehicle remains on hire to you with a reputable insurance provider and: (a) meets the minimum requirements of the Road Traffic Act 1988, Road Traffic (Northern Ireland) Order 1981, Ireland Road Traffic Act 2016 or any other compulsory motor insurance legislation in force in any jurisdiction in which the Rental Vehicle is operated; (b) is primary to any policy of insurance purchased by us or the relevant Rental Supplier; and (c) provides that no policy purchased by us or the relevant Rental Supplier is called upon in contribution for any third party liability in connection with the hire of the Rental Vehicle;
15.2.5 and hereby grant authorisation for us, the relevant Rental Supplier and/or our and its insurance provider or broker to verify the COI and you shall disclose any information we or the relevant Rental Supplier may request to verify insurance coverage or matters in connection with such insurance coverage;
15.2.6 undertake to us that you will not do, or omit to do, anything to vitiate either in whole or in part the COI cover; 15.2.7 notify us immediately if the COI lapses or is denied, or if you receive written notice or cancellation of coverage in respect the COI;
15.2.8 record all Vehicle rentals booked under your COI onto the Motor Insurance Database regardless of the length of the Rental Term and otherwise while the Rental Vehicle remains on hire to you. If you fail to do so, this will result in a fine from the DVLA to us or the Rental Supplier. You will pay us on demand for any such fine and any costs incurred by us or the Rental Supplier in connection with your failure.
15.3 You can request DW cover and Compulsory Third Party Liability insurance on the Reservation Request. If we or the Rental Supplier agree to provide you with DW cover, and subject to all terms, conditions, limitations, exceptions and exclusions applying to the relevant DW cover and provided you have complied with the requirements of clause 13, you will not be liable for any Damage to the Rental Vehicle. However, you will instead have to pay the DW cover excess (and our and the relevant Rental Supplier’s administrative charges) every time the Rental Vehicle is damaged, stolen or lost. If we or the Rental Supplier agree to provide you with Compulsory Third Party Liability insurance, and subject to all terms, conditions, limitations, exceptions and exclusions applying to the relevant Compulsory Third Party Liability insurance and provided you have complied with the requirements of clause 13, you will not be liable for any Third Party Losses covered by that insurance.
15.4 You can request De-Risk cover on the Reservation Request in respect Rental Vehicles covered by COI. If we agree to provide you with De-Risk cover: (a) you must ensure the COI is maintained at all times in accordance with 15.1; (b) and subject to the Exceptions and the Exclusions, you will not be liable for any Light Damage to the Rental Vehicle if the aggregate cost of the Light Damage (as determined by us) is below £500 (unless we have agreed a different amount with you in writing). For these purposes: (a) Light Damage means: (i) physical damage to the Rental Vehicle’s roof, bodywork, wheels (including alloys), undercarriage, windows and windscreens; (ii) misfuelling costs; and (iii) lost key replacement costs; (b) Exclusions means that if any of the following apply in respect of a Rental Vehicle covered by De-Risk, you will remain liable for Light Damage (in addition to any other Damage in accordance with our Agreement): (i) you failed to comply with any of the requirements of clauses 11, 12.3.1, 12.3.4, 12.3.7, 13 and any other requirements related to the possession or use of the Vehicle by you; (ii) you fail to ensure the COI is maintained at all times in accordance with 15.1; (iii) Light Damage resulting from the use of the Rental Vehicle by anyone other than a Permitted Driver; (iv) deliberate or reckless damage to the Rental Vehicle; or (v) any Light Damage caused as result of War; and (c) Exceptions means that De-Risk cover does not apply to the following: (i) non-corporate vehicle hires; (ii) any Light Damage claims if the aggregate cost of the Light Damage (including our and the Rental Supplier’s administration fees) are £500 or more (unless we have agreed a different amount with you in writing). To avoid doubt, if the total cost of the Light Damage is in excess of £500 you are liable to pay the full amount (not just the amount in excess of £500); (iii) any Damage to the interior of the Rental Vehicle (including valet charges); (iv) any Third Party Losses (including damage) to third party vehicles; (v) any Rental Vehicles where its list price is in excess of £100,000; (v) any personal property; or (vi) any Fines. If you wish to benefit from De-Risk cover, we may (at our discretion) require you to take De-Risk cover on all Rental Vehicles subject to COI during the Term on giving you notice (as opposed to being able to book on an ad hoc basis per Reservation).
16. FOD POOL
16.1 If we grant you with access to FOD Pool, each of us agrees to its respective obligations, and may exercise its respective rights and remedies, set out in the relevant FOD Pool Terms.
17. DATA PROTECTION
17.1 Each of us agrees to its respective obligations, and may exercise its respective rights and remedies, set out in the DPA. 17.2 You acknowledge and accept the Rental Vehicle may be fitted with tracking or telematics devices.
18. KEEPING THINGS CONFIDENTIAL
18.1 We will both keep all Confidential Information (which includes, in respect of our Confidential Information, details on the Rental Charges offered to you) confidential and neither of us will disclose it, unless one of us needs to do that:
18.1.1 to meet its responsibilities or to receive any benefit under our Agreement, and then only to its Affiliates, its Representatives and Representatives of its Affiliates and, for us only, our subcontractors and suppliers (including each Rental Supplier), who need to know about the Confidential Information; or
18.1.2 because applicable Law, a government or regulatory authority, or court of competent jurisdiction says it must and the party disclosing it will give the other as much notice as reasonably possible before any disclosure.
18.2 The party receiving the Confidential Information in accordance with clause 18.1 will ensure that the people it discloses the information to in accordance with clause 18.1 comply with this clause 18.
18.3 Nothing in our Agreement will prevent us from using any techniques, ideas and other know-how gained during the performance of our Agreement to the extent that such use does not result in a disclosure of your Confidential Information in breach of this clause 18.
18.4 This clause 18 will continue without limitation of time.
19. TERMINATION OF A VEHICLE RENTAL
19.1 Upon termination of the Agreement, if you fail to return the Rental Vehicle to the agreed return location, we may repossess the Rental Vehicle, and you will be liable for our costs and the Rental Supplier’s costs involved in repossessing it.
19.2 To the fullest extent permitted by applicable law, you acknowledge and accept we or the Rental Supplier may request the Rental Term ends early and we or they shall be entitled to do so on giving you notice.
19.3 We or the Rental Supplier may notify the police if you operate the Rental Vehicle after end of Rental Term.
20. RESTRICTING OR SUSPENDING THE SERVICES
20.1 We may restrict or suspend any Service and any Rental Vehicle or Taxi hire if:
20.1.1 you do not pay us any sums under our Agreement on time and in the way described our Agreement; or
20.1.2 if you do not pay what you owe us under any other contract that you have entered into with us, as set out in that other contract.
21. TERMINATION OF THE AGREEMENT
21.1 Either of us may terminate our Agreement in whole or in part immediately by giving the other party written notice if:
21.1.1 the other party materially breaches our Agreement and such breach cannot be remedied;
21.1.2 the other party materially breaches our Agreement and such breach can be remedied but the other party has not remedied the breach within 30 days after receiving the written notice; or
21.1.3 the other party suffers an Insolvency Event.
21.2 The right to terminate our Agreement under clause 21.1.3 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the one of us that undergoes the amalgamation, reconstruction or merger agrees to adhere to our Agreement.
21.3 We may terminate our Agreement in whole or in part immediately by giving you written notice to terminate if you do not pay what you owe us under our Agreement or any other contract that you have entered with us on due date for payment.
22. WHAT HAPPENS WHEN OUR AGREEMENT IS TERMINATED
22.1 On termination of our Agreement for any reason:
22.1.1 your right to receive the Services, Rental Vehicles and Taxis will cease immediately;
22.1.2 unless otherwise agreed with us in writing, each Rental Term in respect of each Rental Vehicle shall terminate automatically and you shall no longer be hiring the Rental Vehicle with our or the relevant Rental Company’s consent;
22.1.3 it will not affect any rights that either of us have up to that point;
22.1.4 you shall immediately pay us all our outstanding invoices and interest;
22.1.5 we will invoice you for all Services performed and other Rental Charges, Taxi Costs and amounts not yet invoiced and payment for such invoices shall be due immediately on receipt by you;
22.1.6 each of us will return or destroy any of the other’s Confidential Information within a reasonable time (except for any Confidential Information which it is necessary for a party to keep in order to comply with applicable Law); and
22.1.7 any part of our Agreement which expressly or by implication is intended to survive termination or expiry will do so.
23. VEHICLE LIABILITY
23.1 You acknowledge and accept we or the Rental Supplier (as applicable) have the sole right to repair the Rental Vehicle, and the decision as to whether to repair the Rental Vehicle, and the timing of such repair (and whether multiple incidents of damage caused by different renters will be repaired at the same time), shall be at our or the Rental Supplier’s (as applicable) sole discretion.
23.2 To the fullest extent permitted by applicable law, you acknowledge and accept we are not the Rental Vehicle supplier. Instead, we are procuring the Rental Vehicle for you from the Rental Supplier. Accordingly, to the fullest extent permitted by applicable law, we will have no liability to you or any Permitted Drivers in respect of any injury, loss or damage arising from the use of the Rental Vehicle.
23.3 Your liability for Damage to Rental Vehicle may be reduced by the purchase of DW cover from us or the Rental Supplier.
23.4 In the event of Damage to the Rental Vehicle or a part or accessory thereof during the Rental Term and otherwise while the Rental Vehicle remains on hire to you, to the fullest extent permitted by applicable law and without prejudice to our other rights and remedies, you will be liable for the following costs, charges and other damages:
23.4.1 the charges invoiced to us by the Rental Supplier or the repair facility for the repair of the Rental Vehicle, or replacement of the part or accessory;
23.4.2 to the extent that any repair does not fully restore the value of the Rental Vehicle, a sum for the diminishment of value;
23.4.3 in the event that the total estimated repair cost is greater than the value of the Rental Vehicle minus the salvage value, an estimate of the retail value of the Rental Vehicle immediately prior to the damage, as independently verified, less the salvage value;
23.4.4 the Loss of Use Charges;
23.4.5 in case of theft or loss of the Rental Vehicle, an estimate of the pre-theft or pre-loss retail value of the Rental Vehicle, as independently verified; and
23.4.6 any towing, storage and impound fees reasonably incurred by us or the Rental Supplier as a result of the damage to, loss or theft of the Rental Vehicle; and
23.4.7 such other costs, charges and expenses incurred by us or passed onto us by the relevant Rental Supplier in respect of such Damage.
24. LIABILITY GENERALLY
24.1 Nothing in our Agreement excludes or limits the liability of either of us for:
24.1.1 death or personal injury caused by either of us being negligent;
24.1.2 fraud or fraudulent misrepresentation; or
24.1.3 any other liability that cannot be excluded or limited by applicable law.
24.2 Subject to clause 24.1, we will not be held liable under or in connection with our Agreement and whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or in any other way (including under any indemnity), for: (a) any special, indirect or consequential loss or damage; or (b) any of the following losses, no matter if those losses are direct or indirect: loss of profit, revenue or anticipated savings; loss of business, contracts or commercial opportunity; loss or corruption of software or systems; harm to reputation or loss of goodwill; loss from wasted expenditure, wasted time or business interruption; loss, destruction or corruption of data; or any liability to third parties.
24.3 Subject to clauses 24.1, our total liability to you under or in connection with our Agreement, and whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or in any other way, will be limited to, where the first incident giving rise to any claim under our Agreement occurs:
24.3.1 in the first six months of the first Year, the Rental Costs that were paid by you for the first 6 months from the Effective Date; and
24.3.2 at any other time, the mean of the monthly Rental Costs that were paid by you from the Effective Date to the date when the first incident occurred, multiplied by 6.
24.4 To the maximum extent permitted by law, we shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of our Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.
24.5 No claim under our Agreement may be brought against us more than three months after you discovered the basis for the claim.
24.6 We exclude from our Agreement, as far as the law allows, any warranties, conditions or other terms that might be implied by statute or common law.
24.7 This clause 24 shall: (a) survive the termination or expiry of our Agreement; and (b) shall not apply in respect of the provision of FOD Pool.
25. DISPUTE RESOLUTION
25.1 We will both do what we reasonably can to settle any dispute or claim that occurs under or in relation to our Agreement, and to avoid having to involve the courts or any other authority.
25.2 We will both use the following dispute resolution process:
25.2.1 whichever of us is affected will provide written notice of the complaint that clearly sets out the full facts and includes relevant supporting documents;
25.2.2 we will both use reasonable endeavours to settle the dispute within 5 days of getting the complaint and will make sure to give regular updates to the other during the 5 days; and
25.2.3 if the dispute is not settled after 5 days (or any other period agreed by both of us in writing), the dispute can be escalated to a senior executive of either of us (someone at director level or above).
25.3 Nothing in clauses 25.1 or 25.2 stops either of us:
25.3.1 seeking interlocutory or other immediate relief if one of us is at risk of imminent harm;
25.3.2 going to a court of competent jurisdiction if either of us considers it reasonable; or
25.3.3 doing anything else our Agreement lets us do.
26. NOTICES
26.1 If one of us needs to give the other notice, they will do it in writing, in English and:
26.1.1 send it by email;
26.1.2 deliver it by hand; or
26.1.3 send it by first class post, recorded delivery or courier where you are located in the UK; or
26.1.4 send it by airmail, where you are located outside the UK.
26.2 Notices need to be sent to:
26.2.1 us, at the postal or email address shown on the Order or any other address that we tell you to send notices to; or
26.2.2 you, at the address that you ask us to send invoices to, your primary email address or your registered office address as of the date of the notice or any other address or email address you tell us to use by giving notice to us.
26.3 The recipient of the notice is deemed to have received the notice on the date (or if the date is not a Business Day, then on the next Business Day): 27.3.1 of transmission, if it is an email;
26.3.2 the notice is left at the address or someone signs for it on behalf of the addressee, if it is delivered by hand or sent by courier;
26.3.3 two days after posting, if it is sent by first-class post or recorded delivery; or
26.3.4 five days after posting, if it is sent by airmail.
27. NON-SOLICITATION
27.1 To protect our legitimate business interests, during the Restricted Period you shall not, either directly or indirectly, by or through yourself, any of your Affiliates, agents or otherwise, or in conjunction with your any of your Affiliates, agents or otherwise, whether for your own benefit or for the benefit of any other person:x
27.1.1 solicit, entice or induce, or endeavour to solicit, entice or induce, any Restricted Person of ours with a view to employing or engaging the Restricted Person, or
27.1.2 employ or engage, or offer to employ or engage a Restricted Person of ours, without our prior written consent beforehand.
27.2 In spite of clause 27.1 you may employ or engage a Restricted Person of ours who has responded directly to a bona fide recruitment drive either through a recruitment agency engaged by you or via an advertisement placed publicly by you (either in the press, social media, online or in trade and industry publications).
28. PERSONNEL TRANSFERS
28.1 You warrant that, as a result of us providing the Services there is no person whose contract of employment will have the effect as if it was originally made between that person and us in accordance with the Transfer of Undertakings (Protection of Employment) Regulations 2006 or otherwise.
28.2 You will indemnify us and keep us indemnified from and against any Losses that we suffer or incur arising from the transfer to us of the contract of employment of any person in breach of the warranty given in clause 28.1 including, without limitation, any liabilities suffered or incurred in connection with:
28.2.1 any employment costs of any such person; or
28.2.2 the employment or termination of employment of any such person prior to, on or after the date we commence supply of the Services.
29. INDEMNITY
29.1 To the fullest extent permissible by law, and upon our request, you shall indemnify, and hold us and our employees, agents, representatives, insurers and suppliers, and each Rental Supplier (Indemnified Party) harmless from all Losses arising out of or in connection with:
29.1.1 any breach of our Agreement and/or the Rental Agreement by you or any Permitted Driver or any other person acting on your behalf;
29.1.2 subject to clauses 15.3 and 15.4, all Damage, Loss of Use Charges and Third Party Loss;30.1.3 each Rental Vehicle hire (whether or not authorised); and
29.1.4 any loss of or damage to any property left, stored or transported in or upon the Rental Vehicle.
30. OTHER GENERAL TERMS
30.1 The Terms, the Order, the DPA, the relevant Rental Agreement, the Service Description Documents, and (where applicable) the FOD Pool Terms and any Special Terms, and any other documents referenced in any of those documents set out the terms agreed between both of us and replace any previous communication between us. By agreeing to our Agreement, each of us acknowledges they have not relied on any representation, warranty, collateral contract or other assurance (made negligently or innocently) except for the ones in our Agreement.
30.2 Except for each Rental Supplier and as set out otherwise in our Agreement, a person who is not a party to our Agreement will not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any its terms. If a person who is not a party to our Agreement is stated to have the right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, the both of us may rescind or vary our Agreement (and any documents entered into pursuant to it or in connection with it) without the consent of that person. You acknowledge and accept that each Rental Supplier is a third party beneficiary to our Agreement.
30.3 Our Agreement is personal to you. To the fullest extent permitted by applicable Law, if you want to assign, subcontract or transfer your rights and obligations under our Agreement (as applicable), you need to get our written permission beforehand.
30.4 Except where our Agreement provides otherwise, our Agreement does not create any partnership, exclusive arrangement or joint venture between us, or authorise either of us to enter any commitments for, or on the behalf of, the other.
30.5 We may:
30.5.1 assign the benefit of our Agreement to another entity or person by notifying you in writing;
30.5.2 novate our Agreement to one of our Affiliates or to any person to which we transfer that part of our business to which our Agreement relates by notifying you in writing. If we do, all our rights, responsibilities and liabilities will transfer to that Affiliate or person and you will need to deal with that Affiliate or person instead of us as we will no longer be a party to our Agreement; and
30.5.3 subcontract our responsibilities under our Agreement to another person or entity, but if we do, we will still be responsible to you.
30.6 If either of us does not do, or delays doing, something that our Agreement allows, they will not have waived their right to do it.
30.7 You agree we may refer to you as our customer in our internal and external communications and use your logos and identifying marks for such purpose.
30.8 If we are affected by a Force Majeure Event we will:
30.8.1 not be liable for failing to do something we should have done, or for not doing it completely or on time to the extent this is caused by the Force Majeure Event; and
30.8.2 have a reasonable amount of extra time to perform the obligation that is affected by the Force Majeure Event.
30.9 Without limiting our other rights set out in our Agreement, we may change these Terms, the DPA, the FOD Pool Terms and/or any Special Terms as they apply to our Agreement at any time to comply with Laws or the direction of any regulatory authority or as we otherwise consider required and will provide you with written notice stating that the Terms, the DPA, the FOD Pool Terms and/or any Special Terms have changed and providing a copy of or a link to the new Terms, the DPA, the FOD Pool and/or any Special Terms, as soon as reasonably practicable prior to the changes taking place. To avoid doubt, we may change the Service Description Documents at any time in our sole discretion and the Rental Charges in accordance with clause 14.6.
30.10 The language of our Agreement is English. All documents, notices, waivers, variations and other written communications relating to our Agreement shall be in English. If our Agreement and any document relating to it is translated, the English version shall prevail.
30.11 If any court of competent jurisdiction finds that any part of our Agreement is illegal, invalid or unenforceable, that part will be considered removed, but no other part of our Agreement will be affected. If any illegal, invalid or unenforceable part of our Agreement would be legal, valid or enforceable if part of it were removed, we both will negotiate in good faith to change our Agreement so it reflects what we both originally intended as much as possible.
30.12 Unless otherwise agreed between us in writing, the laws of England and Wales will apply to our Agreement and any disputes or claims in connection with it or our relationship, including non-contractual ones.
30.13 Unless otherwise agreed between us in writing, we both agree if you are incorporated:
30.13.1 in the United Kingdom, the courts of England and Wales will have exclusive jurisdiction over any disputes or claims connected to our Agreement or our relationship; and
30.13.2 outside the United Kingdom, any disputes or claims connected to our Agreement or our relationship will be referred to and finally resolved by arbitration in accordance with the rules from time to time in force of the London Court of International Arbitration (Rules) which rules are deemed to be incorporated by reference into this clause and: (a) the arbitration shall be conducted by a sole arbitrator agreed between us, or in default of agreement appointed by the President of the London Court of International Arbitration or any person who the President has from time to time delegated his power to make such appointments; (b) the seat or legal place of the arbitration shall be in Leeds, England; and (c) the language to be used in the arbitration shall be English.
31. DEFINED TERMS
This document contains definitions which are written with a capital letter. These definitions have the following meanings:
Additional Driver(s) means any additional drivers of the Rental Vehicle identified in the Reservation Request and confirmed by us in the Reservation Confirmation.
Additional Term means, unless the Order says something different, the same period as agreed for the Initial Term. So, for example, if the Initial Term is three years, each Additional Term shall be three years.
Affiliates means any entity that directly or indirectly Controls or is Controlled by or is under common Control with another entity.
Agreement has the meaning given to that term in clause 2.1.
Business Days means a day other than a Saturday, Sunday or bank or public holiday in England.
COI has the meaning given to that term in clause 15.1.
Compulsory Third Party Liability means liability for Third Party Losses.
Conditions means the terms and conditions set out in this document.
Confidential Information means any information that is confidential in nature concerning one of us including, details of its businesses, affairs, customers, suppliers, plans, Intellectual Property Rights or strategies, no matter how it is recorded, stored or disclosed, but it does not include:
(a) information that is available to the public, or becomes available, unless it is because one of us breaches its obligations of confidentiality;
(b) information that was already available to the one of us receiving the information on a non-confidential basis; or
(c) information we both agree in writing is not confidential information.
Control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls and Controlled shall be interpreted accordingly.
Current Condition Report has the meaning given to that term in clause 12.1.
Damage any loss, destruction, or theft of, or damage to, a Rental Vehicle.
DPA means where you are incorporated: (a) in the United Kingdom, the data protection provisions set out here; and (b) outside the United Kingdom or the EEA, such data processing agreement adopted and agreed by each of us, if such adoption is required by local applicable laws.
Driver means the primary driver of the Rental Vehicle identified in the Reservation Request and confirmed by us in the Reservation Confirmation.
Due Diligence Process means the process undertaken by you including to comply with the due diligence requirements communicated us to you from time to time.
De-Risk cover or De-Risk means the Light Damage cover offered by us to you from time to time.
DW or CDW or Damage Waiver or DW cover has the meaning given to that term in clause 15.1.
Effective Date means the date given to that term in the Order.
Exceptions has the meaning given to that term in clause 15.4.
Exclusions has the meaning given to that term in clause 15.4.
Fines has the meaning given to that term in clause 12.3.9.
FOD Pool means our cloud-based platform referred to as ‘FOD Pool’ to which you have subscribed and we have provided you with access. You can either subscribe to FOD Pool (Evaluation) (our free platform) or FOD Pool (Subscribed) (our paid-for platform).
FOD Pool Terms means the terms and conditions set out here. These FOD Pool Terms apply to your use of FOD Pool (Evaluation). If you require access to FOD Pool (Subscribed), separate terms and conditions apply.
Force Majeure Event means an event or sequence of events beyond our reasonable control.
Indemnified Party has the meaning set out in clause 12.1.
Initial Term means, unless the Order says something different, three years.
Insolvency Event means if a party:
(a) stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
(b) is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 (IA 1986);
(c) becomes the subject of a company voluntary arrangement under IA 1986;
(d) becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;
(e) becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;
(f) becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
(g) has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
(h) has a resolution passed for its winding up;(i) has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
(j) is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
(k) has a freezing order made against it;
(l) is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items; or
(m) is subject to any events or circumstances analogous to those in (a) to (l) above in any jurisdiction.
Intellectual Property Rights means copyright, rights related to copyright such as moral rights and performers’ rights, patents, rights in inventions, know-how, trade secrets, trade marks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, data exclusivity rights, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature and, in each case: (a) whether registered or not, (b) including any applications to protect or register such rights, (c) including all renewals and extensions of such rights or applications, (d) whether vested, contingent or future and (e) wherever existing.
Law means any laws and regulations, as may be amended from time to time, that apply to the provision or receipt of a Service, the Rental Vehicles and/or Taxis.
Light Damage has the meaning given to that term in clause 15.4. Losses means any debt, claim, obligation, costs (including legal costs, deductibles or increased premiums), expense, loss, damage, compensation, charge, remedy or liability of any kind, prospective or contingent and whether or not currently ascertainable.
Loss of Use Charges means: (a) if you do not return the Rental Vehicle in the same condition as it was immediately before the commencement of the Rental Term (as verified by the relevant Rental Supplier) (a Damaged Rental Vehicle), you shall pay to us an amount equal to the Rental Costs for the rental of the Rental Vehicle from the return date until the Rental Supplier has repaired the Rental Vehicle and/or otherwise made the Rental Vehicle fit for hire or for such later period designated by the Rental Supplier in the Rental Agreement; (b) if after the Rental Vehicle is delivered to you and before it is returned to the Rental Supplier it is damaged to such an extent that it is an insurance write-off or total loss (a Total Loss), you shall pay to us an amount equal to the Rental Costs for the rental of the Rental Vehicle until such time as we or the Rental Supplier receive settlement of any insurance claim in respect of the Rental Vehicle; and (c) any other cost, charges and expenses invoiced to us by the Rental Supplier in respect of a Damaged Rental Vehicle or Total Loss in connection with their loss of use of the Rental Vehicle.
Notice Period means, unless the Order says something different, three months.
Operator's Licence means a licence as required under the Goods Vehicles (Licensing of Operators) Act 1995 and any supplementary legislation or statutory instruments applicable from time to time;
Order means the order for the supply of the Services from us placed by you.
Permitted Driver(s) has the meaning given to that term in clause 11.1.
Relief Event means:
(a) any breach of our Agreement by you; or
(b) any Force Majeure Event.
Rental Agreement has the meaning given to that term in clause 2.10.
Rental Charges means those charges, costs and expenses payable by you to us in respect of and otherwise relating to the provision of Rental Vehicles as referred to in our Agreement (including the Rental Costs, Damage Losses and the Loss of Use Charges).
Rental Costs means the daily rental costs applicable to the hire of the relevant Rental Vehicle.
Rental Supplier means the third party supplying the Rental Vehicle to you.
Rental Term has the meaning given to that term in clause 10.1.
Rental Vehicle means the rental vehicle provided by the Rental Supplier to you pursuant to a Reservation, including any accessories supplied with the Rental Vehicle. Unless otherwise agreed with you in writing, please note we cannot guarantee the Rental Vehicle requested by you in the Reservation Request is the Rental Vehicle we will be able to supply you with. The actual vehicle supplied may be different however it should be in the same or similar ABI group.
Representatives means employees, officers, representatives or advisers.
Reservation means our acceptance of your Reservation Request by issuing the Reservation Confirmation.
Reservation Confirmation has the meaning given to that term in clause 9.2.
Reservation Request has the meaning given to that term in clause 9.1.
Restricted Period means the Term and a period of six months after the Term.
Restricted Persons means any person employed or engaged by us at any time during the Term in relation to the provision of the Services who has or had material contact or dealings with you.
Service Description Document the document setting out a description of the Services available to you during the Term (as that document is updated by us from time to time (in our sole discretion). The current version is available here.
Services means those services that we have agreed to provide you under our Agreement, as set out in the Order or otherwise agreed between us in writing from time to time.
Special Terms means any variations to these Conditions and/or additional and/or specific terms agreed between us in the Order.
Taxi means a vehicle licensed to carry passengers for hire with the services of a driver.
Taxi Costs means those charges, costs and expenses payable by you to us in respect of the provision of Taxis (as notified by us to your from time to time). These will include our costs, the taxi hire costs and any other charges arising in connection with the taxi, such as no-show fees and cleaning fees.
Taxi Firm means the third party supplying the Taxi to you.
Term has the meaning given to that term in clause 3.1.
Third Party Losses means any potential third party losses in relation to which according to the law in force in any jurisdiction in which the Rental Vehicle is operated, insurance must be in place before the Rental Vehicle is operated.
VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the supply of the Services.
we, us, our and FOD means the entity identified on the Order, except where it is clear from the context that references to “we” or “our” means both of us.
War means war, invasion, acts of foreign enemies, terrorism, hostilities or warlike operations (whether war be declared or not), civil war, mutiny, civil commotion assuming the proportions of or amounting to popular rising, military rising, insurrection, rebellion or military or usurped power.
Withholding Tax means any tax, deduction, levy or similar payment obligation that is required to be deducted or withheld from a payment under Applicable Law.
you or your means the person identified as the hirer in the Order.
Year means a period of 12 months commencing on the Effective Date and each 12-month period after that during the Term (except that the last Year shall be from the anniversary of the Effective Date until the date our Agreement terminates or expires).
In these Conditions, unless the context otherwise requires:
31.1.1 the words ‘include’, ‘including’ or ‘for example’ or similar do not limit something to just the examples that follow;
31.1.2 any reference to a specific law or regulation in our Agreement includes that law or regulation as amended, replaced or extended;
31.2 any obligation on us under our Agreement to comply or ensure compliance by any person or the Services with any law shall be limited to compliance only with laws as generally applicable to our business. Such obligations shall not be construed to create any obligation on us (or anyone acting on our behalf) or any part of the Services to comply with any laws or regulations which apply solely to specific commercial or other activities (such as insurance, legal advice or banking or other professional services) or which apply solely to a specific commercial or non-commercial sector (or part thereof) (such as the public, legal, accountancy, actuarial, insurance, banking or financial service sectors);
31.2.1 any reference to a ‘party’ or one of us includes that party’s personal representatives, successors and permitted assigns;
31.2.2 any reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns; and
31.2.3 any headings in these Conditions are included for convenience. They will not have any effect on the interpretation of the Agreement.
Version: December 2024
