TERMS AND CONDITIONS FOR THE SALE OF GOODS AND SERVICES
TERMS AND CONDITIONS FOR THE SALE OF GOODS AND SERVICES
The terms and conditions of sale set out in this document (as may be updated from time to time by us in accordance with the terms set out herein) (“Terms”) tell you the rights and obligations you have and the basis on which we will supply to you our goods (“Goods”) and/or services (“Services”). Unless otherwise agreed in writing by us, these Terms apply to all transactions with us (including offline and online sales). By ordering any of the Goods and/or Services, you agree to be bound by these Terms. You may have other rights granted by law and these Terms do not affect these (except as excluded in accordance with these Terms).
1. INFORMATION ABOUT US
1.1 The Goods and Services are sold by us, Vehicle Accessories Solutions Limited (trading as Motormax) (“we/us/our/Motormax”).
1.2 We are registered in England and Wales and have our registered office at Vehicle Accessories Solutions Limited, Latchford House, Shenstone Business Park, Lynn Lane, Shenstone, Lichfield, WS14 0SB.
1.3 Our company number is 07443795 and our VAT registration is 102 8242 55.
WE DO NOT SELL DIRECT TO RETAIL USERS/CONSUMERS UNDER ANY CIRCUMSTANCES.
1.4 By placing an order for Goods and/or Services with us, you warrant that:
(a) you are legally capable of entering into binding contracts; and
(b) the information you provide to us during the process of placing an order for Goods and/or Services is accurate, complete, up-to-date and not misleading.
2. APPLICATION
2.1 These Terms apply to all sales of Goods and/or Services provided by us to you to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. For the avoidance of any doubt, any terms which you seek to impose are expressly excluded and you should not proceed with your purchase if you do not accept these Terms. These Terms supersede any previously issued terms and conditions of purchase or supply.
2.2 The Schedule to the main body of these Terms forms part of the operative provisions of these Terms and references to these Terms shall, unless the context otherwise requires, include references to the Schedule.
2.3 If there is any conflict or inconsistency between the Schedule and the main body of these Terms in relation to the Processing of Personal Data (as defined in the Schedule), the terms of the Schedule shall prevail.
2.4 Each order for Goods and/or Services submitted by you to us either offline (by telephone, email or such other method agreed in advance by us); or (ii) online through our website (“Order”) will be deemed to be an offer by you to purchase Goods and/or Services from us subject to these Terms.
2.5 Where you place an Order online through our website, you should follow the onscreen prompts on the website to submit the Order.
2.6 We may accept or reject an Order at our sole discretion. The Order shall only be deemed to be accepted by us as follows:
(a) where the Order is for Goods and is placed by you offline, on the earlier of: (i) us issuing you with a written acceptance (including by email) of the Order; or (ii) despatch of the Goods by us;
(b) where the Order is for Services and is placed by you offline, on the earlier of: (i) us issuing you with a written acceptance (including by email) of the Order; or (ii) us taking material steps to fulfil or progress the Order (including scheduling a date with you to provide the Services); or
(c) where the Order is for Goods and/or Services and is placed by you online through our website, at the time when we issue to you an email confirmation of acceptance of your order, at which point the contract (“Contract”) shall come into existence. Each Order accepted by us in accordance with this clause 2.6 shall constitute a separate Contract.
2.7 Rejection of an Order by us, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by you.
2.8 You waive any right you might otherwise have to rely on any term endorsed on, delivered with or contained in any of your documents which is inconsistent with these Terms.
2.9 You must ensure that the terms of your Order and any applicable specification are complete and accurate. If you need to make any changes to your Order you must contact us as soon as possible and we will endeavour (but not be obliged) to facilitate any changes. Changes may incur additional charges and you will be liable for such additional charges.
2.1 In these Terms, a reference to ‘writing’ or ‘written’ includes email but not fax. Any words in the singular shall include the plural and vice-versa.
2.11 Any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words.
3. GOODS AND SERVICES
3.1 All brochures, specifications, drawings, catalogues, particulars, shapes, descriptions and illustrations, application guides and information, price lists and other advertising, promotional or marketing matter are intended only to present a general idea of the Goods and Services described in them and the images of the Goods on the website or otherwise are for illustrative purposes only. They shall not form part of the Contract nor have any contractual force (save as contemplated by the warranty in clause 9.1(a)).
3.2 The Goods and/or Services will conform in all material respects with any written drawing, design or specification provided by you to us and expressly accepted in writing and agreed by us (“Your Specification”). We reserve the right to amend or alter Your Specification without prior notification to you provided that such amendments or alterations do not materially adversely affect the performance of the Goods and/or Services.
3.3 We retain all copyright and title to all documentation relating to Goods delivered to you by us. This documentation may only be used for the purposes intended in the Contract and not for any other purpose without our express prior written permission. Any such documentation must be returned to us on demand.
3.4 Technical specifications issued by us are approximations unless specifically stated otherwise in writing by us.
3.5 You will not remove, alter, deface, obfuscate or tamper with any of the trade marks, names or numbers affixed to or marked on the Goods nor allow anyone else to do so.
3.6 The Goods supplied by us are for your own internal business use and shall not be sold, distributed or otherwise transferred to any third party without our prior written consent.
4. QUOTATIONS
4.1 We may issue quotations to you from time to time (“Quotations”), but a Quotation shall not constitute an offer which is capable of acceptance by you and may be withdrawn by us without liability at any time. Quotations will only become binding in accordance with the provisions of clause 2. Unless otherwise stated by us in writing or withdrawn earlier by us in accordance with this clause 4, all Quotations are valid only for 30 days from their date of issue.
4.2 In the event that any Quotation is found to contain an error or omission then we reserve the right to amend said Quotation without any liability to you.
5. PRICES
5.1 The price of the Goods and/or Services will be determined as follows (subject in each case to adjustment in accordance with these Terms):
(a) in the case of offline Orders, the price will be as advised by us from time to time immediately before the Order is placed, or where no such price is advised by us, the price shall be as set out in (and calculated in accordance with) our established price list then in force; or
(b) in the case of online Orders, the price will be as quoted on our website at the time you submit your Order, (the “Price”).
5.2 The Prices are exclusive of the following, which shall be paid by you in addition to the Price:
(a) value added tax (or equivalent sales tax);
(b) costs of packaging, delivery, insurance, shipping and carriage (which shall be charged in addition at our standard rates); and
(c) any other applicable tax, customs, levies, handling, import and/or export duties, tariffs and clearance charges and brokers’ fees.
5.3 We may increase the Prices at any time and with immediate effect by written notice to you where there is an increase in the direct cost to us of supplying the relevant Goods and/or Services to you and which is due to any factor beyond our reasonable control. For the avoidance of doubt, for international supply, we will be entitled to increase the total price payable by you where there are unanticipated changes to any costs associated with international carriage.
5.4 You acknowledge and agree that we sell a large number of Goods and/or Services online through our website. As such, it is always possible that, despite our reasonable efforts, some of the Goods and/or Services listed on our website may be incorrectly priced. If the Goods’ and/or Services’ correct price is higher than the price stated on the website, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the relevant Goods and/or Services at the correct price or cancelling the Order. We will not process your Order until we have your instructions. If we are unable to contact you using the contact details provided during the Order process, we will treat the Order as cancelled and notify you in writing. However, if we mistakenly accept and process your Order where a pricing error is or should have been obvious and could reasonably have been recognised by you as a mispricing, we may cancel supply of the relevant Goods and/or Services and refund you any sums paid without any further liability to you.
6. INVOICING AND PAYMENT
Trade accounts
6.1 If you hold a valid and approved credit/trade account with us, we shall invoice you:
(a) for Goods, upon dispatch of the relevant Goods; or
(b) for Services, following completion of the relevant Services.
6.2 Payment of our invoices will be made by you not later than the 30th calendar day after the end of the month in which the invoice was issued.
6.3 We reserve the right, at our sole discretion and without liability to you, to suspend or withdraw your credit/trade account with us at any time, whether temporarily or permanently.
Non-trade account purchases
6.4 Where you do not hold a valid and approved credit/trade account with us and your Order is made offline, we shall invoice you prior to dispatch of the Goods or performance of the Services (as applicable) and, without prejudice to clause 6.6, you shall make payment of our invoice(s) immediately on receipt.
6.5 In the case of online Orders, payment of the Price and any other sums due under the Contract shall be made at the time you reach the final billing page and submit your Order.
6.6 We shall not be obliged to deliver any Goods and/or perform any Services until we have received full payment in cleared funds for the Goods and/or Services in question.
General
6.7 You guarantee your creditworthiness in placing an Order. If, after placement of the Order, doubts arise as to your creditworthiness, then all outstanding payments will become due immediately unless adequate security can be offered by you and is agreed by us.
6.8 While you may use purchase orders, purchase order numbers or any similar procurement references for administrative purposes, any failure to issue a purchase order, purchase order number or any similar procurement reference shall not constitute a valid reason for withholding or delaying payment.
6.9 You shall pay all sums to us:
(a) in English pound sterling (£) (unless otherwise agreed in writing by us in advance);
(b) in full without deduction or set-off and in cleared funds; and
(c) to the bank account nominated in writing from time to time by us.
6.10 Time of payment is of the essence. Where sums due under a Contract are not paid in full by you by the due date, we may, without limiting our other rights and remedies:
(a) charge interest on such sums at a rate of 5% a year above the base rate of the Official Bank Rate from time to time of the Bank of England and such interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment; and
(b) recover from you any reasonable costs, expenses and administrative charges incurred in recovering overdue sums, including legal fees, debt collection agency charges and court fees.
6.11 We may at any time, without limiting any other rights or remedies we may have, set-off any amount owing to us by you against any amount payable by us to you.
7. DELIVERY OF GOODS
7.1 The Goods are delivered to you when we make them available to you at a delivery point agreed in writing by us.
7.2 Time of delivery will not be of the essence and any delivery date is an estimate We will use commercially reasonable endeavours to avoid late deliveries. You will have the right to cancel any Order without liability to us if delivery is more than 30 days late (save where the reason for late delivery is connected with your acts, omissions or fault).
7.3 Our liability for non-delivery of the Goods will be limited to, at our discretion, replacing the Goods within a reasonable time, issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods or a refund of the Price paid.
7.4 You must inspect the Goods upon delivery to identify any defects. Any claim that any Goods have been
delivered damaged or do not materially comply with their description will be notified by you to us in writing and (where appropriate, to our nominated carrier) within 2 days of their delivery. Where we accept that Goods have been damaged in transit or incorrectly supplied, we will at our expense arrange collection of the incorrect or damaged Goods and supply replacement Goods.
7.5 Any claim that any Goods have not been delivered to you by us or our appointed carriers where we claim we have delivered the same to you or our appointed carriers have obtained a signature for the delivery of the Goods, such claim must be notified by you to us in writing within 2 days of their expected delivery. We shall then liaise with our carrier in an attempt to establish the location and status of the Goods. Once we have reviewed all documentary evidence we shall then come back to you within a reasonable timescale of our decision (to replace such Goods, issue you with a credit note for the price of such Goods, refund the price paid for such Goods or to not provide any of the aforementioned) which shall be at our absolute discretion and shall be final and binding.
7.6 We may deliver the Goods in instalments. Any delay or defect in an instalment shall not entitle you to cancel any other instalment.
7.7 In cases of international supply, we shall supply the Goods in accordance with Delivered at Place (DAP) (Incoterms® 2020) with the place of destination being the agreed delivery location (or, where applicable, such other Incoterm® expressly stipulated by us in writing).
8. RISK AND OWNERSHIP
8.1 The Goods shall be at our risk until completion of delivery in accordance with clause 7.1.
8.2 Title to the Goods shall not pass to you until we receive payment in full and in cleared funds for the Goods and any other sums which are or which become due, in which case title to the Goods shall pass at the time of payment of all such sums.
8.3 Until title to the Goods has passed to you, you shall:
(a) hold the Goods as bailee for us;
(b) store the Goods separately from all other material in the your possession so that they are easily identifiable;
(c) take all reasonable care of the Goods and keep them in the condition in which they were delivered;
(d) insure the Goods from the date of deliverywith a reputable insurer; against all risks; and for an amount at least equal to their Price;
(e) not remove or alter any mark on the Goods; and
(f) allow us to access any premises where the Goods are stored in order to take back possession in the case of non-payment or where we reasonably believe that you will not make payment.
8.4 Notwithstanding clause 8.3, you may use the Goods in the ordinary course of your business until such time as you become aware or ought reasonably to have become aware that an event specified in sub-clauses 16.2(c) or 16.2(d) has occurred or is likely to occur.
8.5 If, at any time before title to the Goods has passed to you, you inform us, or we reasonably believe, that you
have or are likely to become subject to any of the events specified in sub-clauses 16.2(c) or 16.2(d), we may:
(a) require you at your risk and expense to re-deliver the Goods to us; and
(b) if you fail to do so promptly, enter any premises where the Goods are stored and repossess them.
9. WARRANTY
9.1 We warrant that from delivery, and for a period of 12 months from the date of completion of delivery in accordance with these Terms (“warranty period”), the Goods supplied shall:
(a) conform in all material respects with any description or specification of the Goods provided by us to you in writing; and
(b) be free from material defects in design, material and workmanship.
All other warranties whether express or implied by law are expressly excluded.
9.2 If Goods become faulty during the warranty period for reasons unconnected with your acts, omissions or misuse of the Goods, you shall notify us in writing and/or by completing a warranty claim form (including a description of the alleged fault) during the warranty period and within a reasonable time of discovery of the defect.
9.3 Upon receipt of notification of an alleged fault in accordance with clause 9.2, we will be afforded reasonable opportunity and facilities to investigate any claims made under the warranty and you will (if so requested in writing by us), promptly return any such Goods and any packing materials, securely packed with carriage paid, to us for examination.
9.4 In respect of any Goods which are proven to our satisfaction to not comply with the warranty set out in clause 9.1, we will, at our sole option, repair, replace or refund the price paid for Goods and such repair, replacement or refund shall be your sole remedy in relation to such claim.
9.5 The above warranty is given by us subject to us having no liability in respect of any defect arising from wear and tear; wilful damage; negligence; tampering of the Goods; incorrect filing of the Goods by you and/or a third party; making any further use of the Goods after giving notice in accordance with clause 9.2; abnormal working conditions; failure to follow our and/or the Goods’ manufacturers’ instructions (whether oral or in writing) or (if there are none) good trade practice regarding the same; misuse or improper use outside its normal application; alteration or repair of the Goods without our prior written approval; us following any drawing, design or specification issued by you or other requirement notified by you to us (including Your Specification).
9.6 Except as provided in this clause 9 and subject to clause 18.2, we shall have no liability to you in respect of the Goods’ failure to comply with the warranty set out in clause 9.1.
9.7 These Terms shall apply to any repaired or replacement Goods supplied by us. Any repair or replacement shall be
subject to the original warranty period and shall not extend or renew that period (unless otherwise expressly agreed in writing by us).
9.8 Where we carry out installation of the Goods, an extended warranty may apply to those Goods and the installation labour, subject to and in accordance with our extended warranty terms in force at the time of installation (“Extended Warranty Terms”). The availability, duration and scope of any such extended warranty shall be as specified in the Extended Warranty Terms. To the extent that there are any conflicts between these Terms and the Extended Warranty Terms, these Terms shall prevail.
10. REFUNDS POLICY FOR UNWANTED GOODS
10.1 You may return unwanted Goods to us (at your cost and risk) for a refund or exchange within 30 days of the date of purchase provided that the Goods are returned in their original, unused, and resaleable condition, complete with all packaging, accessories and documentation and provided that suitable proof of purchase (in the form of our invoice for the original supply of the Goods) is supplied.
10.2 We reserve the right to reject any return or exchange where the above conditions are not met or where the request is received after the 30-day period.
10.3 If you request a refund, we will normally refund any money received from you using the same method originally used by you to pay for your purchase. If you request an exchange, we will supply the replacement Goods once any difference in Price and any applicable delivery charges have been paid by you in full.
11. SERVICES
11.1 We will perform the Services with reasonable care and skill.
11.2 If we fail to perform the Services in accordance with clause 11.1 or at all, then your sole and exclusive remedy will be for the re-performance of those Services by us.
11.3 Any timescales given by us to you in respect of the performance of the Services are approximate only and time will not be of the essence.
11.4 You shall in connection with your receipt of the Services:
(a) co-operate with us in all matters relating to the Services;
(b) provide us (and our personnel) in a timely manner and at no charge, with access to your vehicles, site, and other facilities as reasonably required by us for the performance of the Services;
(c) ensure that your site is accessible, safe and ready for the provision of the Services and ensure that a suitable representative is available on-site on the agreed date and the agreed times to provide access, guidance and any necessary approvals;
(d) obtain and maintain all licences, consents and permissions that are necessary to enable us to provide the Services; and
(e) respond promptly to any reasonable requests from us for instructions or approvals required to provide the Services.
11.5 If our performance of any of our obligations under the Contract is prevented or delayed by any act, breach, delay, failure, default or omission by you or any of your employees, agents, consultants or subcontractors, then, we shall:
(a) not be deemed to be in breach of or otherwise liable under the Contract and shall be allowed a reasonable extension of time to perform our obligations; and
(b) be entitled to charge you for any costs or losses directly or indirectly sustained or incurred or paid by us, and you shall pay to us such costs and/or losses on demand in addition to the Price.
12. INSTALLATION
12.1 If the Services include installation services we will provide detailed instructions to you about site preparation and other requirements required during the installation.
12.2 If you fail to fully comply with the requirements in clause 12.1, we reserve the right to charge you for (i) any additional work required as a result and/or (ii) if we are unable to complete the installation, the Price in full plus any reasonable additional costs incurred.
13. SUPPORT AND MAINTENANCE
We may provide you with such technical advice by telephone, e-mail and web access during our normal business hours (09:00am to 17:00pm Monday to Friday). The scope of such services shall be as advised by us to you in writing and these may attract additional charges.
14. INTELLECTUAL PROPERTY RIGHTS AND SOFTWARE LICENCE
14.1 If we manufacture or procure the manufacture of the Goods (or apply any process to the Goods) in accordance with Your Specification, you shall indemnify us and keep us indemnified against any and all losses, damages, costs, claims, demands, liabilities and expenses (including all interest, penalties and legal and other professional costs and expenses) awarded against or incurred by us in connection with, or paid or agreed to be paid by us in settlement of, any claim for infringement of any third party intellectual property rights which results from our receipt or use of your Specification.
14.2 All intellectual property rights (including without limitation copyright and related rights, design rights and trade marks), in or arising out of or in connection with the Goods and/or Services shall remain our property (or that of our licensors, where applicable) and nothing in the Contract is intended to nor shall pass ownership of such rights to you.
14.3 Where any Goods supplied by us comprise integrated or embedded software (“Software”):
(a) the Software is licensed, not sold;
(b) all intellectual property rights in the Software (and any accompanying user manuals) are and shall remain vested in us (or our licensors, where applicable);
(c) you shall be subject to the rights and restrictions imposed by the owner of the intellectual property rights in the Software (and any accompanying user manuals), and you shall comply with (and shall procure that your employees, agents and contractors comply with) all licence contracts, terms of use, instructions and registration requirements relating to them;
(d) you shall not (and shall procure that your employees, agents and contractors shall not) copy, adapt, reverse engineer, decompile, modify or create derivative works from the Software or otherwise make any unauthorised use of the Software;
(e) you shall not distribute or transmit to us any viruses or other malware;
(f) you shall not store, access, publish, disseminate, distribute or transmit any material which (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, or (ii) causes damage or injury to any person or property;
(g) the Software is provided “as is” and we provide no warranty in respect of the Software beyond that set out in the relevant licence terms. Subject to clause 18.2, we shall have no liability for the performance, functionality or fitness for purpose of the Software; and
(h) you acknowledge and agree that use of the Software may be subject to a fixed or limited data allowance. If you exceed the allocated data allowance, we may without liability suspend or limit access to Software features until the next billing or reset period. Data will be overwritten at such intervals as notified by us to you and we shall not be liable for any data lost as a result of the overwriting.
(i) Notwithstanding any other provision of this clause 14, we do not warrant that the functions contained in any Software will meet your requirements or be compatible with any other software, or that the operation of the Software will be uninterrupted or error-free or that defects in the Software will be corrected.
15. DATA PROTECTION
15.1 The parties shall comply with their respective data protection obligations set out in the Schedule.
16. TERMINATION AND SUSPENSION
16.1 Without affecting any other right or remedy available to us, we may at our discretion suspend or terminate the supply of any Goods or Services with immediate effect by giving written notice to you if you fail to make any payment when due or otherwise default in any of your obligations under the Contract or any other agreement with us.
16.2 Without affecting any other right or remedy available to us, we mayterminate a Contract at any time by giving notice in writing to you if:
(a) you commit a material breach of the Contract and such breach is not remediable;
(b) you commit a material breach of the Contract which is not remedied within 5 days of receiving written notice of such breach;
(c) you become subject to, or we have reasonable grounds to believe that you are about to become subject to, any insolvency related event or procedure;
(d) you stop carrying on all or a significant part of your business, or indicate in any way that you intend to do so; or
(e) you do anything which causes, or in our reasonable opinion is likely to cause, damage to our reputation, brand or goodwill.
16.3 On termination of the Contract for any reason you shall immediately pay to us all of our outstanding unpaid invoices and any interest due and, in respect of Goods and/or Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable and shall be paid by you immediately on receipt. In addition, you shall pay for all work in progress up to the effective date of termination and all costs and expenses reasonably incurred or committed to by us in connection with the performance of the Contract prior to termination.
17. INDEMNITY AND INSURANCE
17.1 You shall indemnify us, and keep us indemnified, from and against any and all losses, damages, liabilities, costs (including legal fees) and expenses incurred by us as a result of or in connection with your breach of any your obligations under the Contract.
17.2 You shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover your obligations under the Contract. On request, you shall supply reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable.
17.3 This clause 17 shall survive termination of the Contract.
18. LIMITATION OF LIABILITY
18.1 The limits and exclusions on liability in this clause 18 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
18.2 Nothing in the Contract shall limit or exclude either party’s liability for:
(a) death or personal injury caused by negligence, or the negligence of employees, agents, consultants and subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation; or
(c) any matter in respect of which it would be unlawful to exclude or limit our liability.
18.3 Subject to clause 18.2, our maximum aggregate liability to you under a Contract shall in no circumstances exceed a sum equal to the Price actually paid by you to us for the relevant Goods and/or Services giving rise to the claim under the Contract in question.
18.4 Subject to clause 18.2, we shall not under any circumstances whatsoever be liable to you for any of the following types of loss (in each case whether direct, indirect or consequential):
(a) loss of profits or revenues;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings or wasted expenditure;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill, reputation or brand;
(g) product recall costs;
(h) death or personal injury not caused by our negligence; and
(i) any other indirect, special or consequential loss, costs, damages, charges or expenses.
18.5 Subject to clause 18.2:
(a) we shall not be liable for any loss or damage suffered by you that results from your failure to follow any instructions given by us;
(b) we shall have no liability to any person other than you in respect of any Goods and/or Services supplied by us under the Contract.
18.6 We have given commitments as to compliance of the Goods and/or Services with relevant specifications under the Contract. In view of these commitments, any terms which may be implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
18.7 You acknowledge and agree that the allocation of risk and liability contained in these Terms is reasonable and proportionate in all circumstances.
18.8 This clause 18 shall survive termination of the Contract.
19. CONFIDENTIALITY AND ANNOUNCEMENTS
19.1 You undertake that you shall not at any time disclose to any person any confidential and/or proprietary information concerning the business, assets, affairs, plans, pricing, operations, customers, clients or suppliers of Motormax or of any member of the group of companies to which it belongs or the terms of the Contract or any other contract between the parties. You shall not use any of our confidential and/or proprietary information for any purpose other than to exercise your rights and perform your obligations under the Contract.
19.2 You shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
19.3 This clause 19 shall survive termination of the Contract.
20. GENERAL
20.1 Each of our rights or remedies under the Contract is without prejudice to any other right or remedy that we may have whether under the Contract or not.
20.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it will to the extent of such illegality, invalidity, voidness, voidability,
unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision will continue in full force and effect.
20.3 Failure or delay by us in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of our rights under the
20.4 A waiver by us of any right or remedy under the Contract or by law is only effective if given in writing and signed. Any waiver by us of any breach of, or any default under, any provision of the Contract by you will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
20.5 Neither of us intend that any term of the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
20.6The Contract (and the documents expressly referred to herein) constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
20.7 We may at any time assign or transfer (including by way of subcontract) all or any of our rights or obligations under the Contract. You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract without our prior written consent.
20.8 We shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of our obligations under the Contract if such delay or failure result from an event, circumstance, accident or cause beyond our reasonable control (“Force Majeure Event”). In such circumstances, we shall be entitled to a reasonable extension of the time for performing such obligations. We shall be entitled to terminate the Contract by written notice to you and without liability to you in the event of any Force Majeure Event which affects our ability to comply with the Contract.
21. GOVERNING LAW AND JURISDICTION
21.1 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.
SCHEDULE – DATA PROTECTION
Applicable Law: means the law of the United Kingdom (UK) or of a part of the UK;
Data Protection Laws: means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR (which has the meaning given to it in the DPA 2018), Data Protection Act 2018 (“DPA 2018”) (and regulations made hereunder) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended);
Supervisory Authority: means the UK’s regulatory authority responsible for the enforcement of Data Protection Laws being the Information Commissioner; and
Controller, Processor, Data Subject, Personal Data, Personal Data Breach and Processing shall have the meanings given to them in Data Protection Laws, and in each case, their cognate terms shall be construed accordingly. Capitalised terms not defined herein shall have the meanings given to them in these Terms.
2. Each party shall comply with its respective obligations under Data Protection Laws with respect to Personal Data Processed under these Terms (which includes this Schedule).
3. You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of Personal Data to us for the duration and purpose of these Terms.
4. Where we act as Processor, we shall only Process Personal Data in accordance with the following:
a. the subject matter, duration, nature and purposes of the Processing of Personal Data are set out in these Terms. The types of Personal Data include those required for the performance of the Goods and/or Services under these Terms, which may include name, contact details (including business email address and phone/mobile number), employee number, date of birth, role/designation, vehicle registration number, driver licence details, access level/permissions, working hours, GPS location data, National Insurance number, next of kin details. The Data Subjects include your employees and members of the public. The obligations and rights of the Licensee are set out in these Terms;
b. on your documented instructions, unless we are required by Applicable Law to otherwise Process that Personal Data. Where we rely on Applicable Law as the basis for Processing Personal Data, we shall notify you of the relevant legal requirement before such Processing, unless that law prohibits such information on important grounds of public interest. We shall inform you if, in our opinion, any of your instructions infringe applicable Data Protection Laws;
c. implement appropriate technical and organisational measures to protect against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, having regard to the state of technological development and the cost of implementing any measures;
d. maintain the confidentiality of Personal Data and not disclose Personal Data to third parties unless you or these Terms specifically authorises the disclosure, or as required by Applicable Law, court or Supervisory Authority. If Applicable Law, court or Supervisory Authority requires us to Process or disclose Personal Data to a third party, we shall first inform you of such legal or regulatory requirement and give you an opportunity to object or challenge the requirement, unless Applicable Law, court or Supervisory Authority prohibits the giving of such notice;
e. ensure that any of our personnel who have access to and/or Process Personal Data are obliged to keep Personal Data confidential;
f. promptly notify you if we receive a request (or communication) from a Data Subject (or Supervisory Authority) under Data Protection Laws in respect of Personal Data Processed under these Terms (we shall not respond to a request from a Data Subject, unless authorised to do so by you), and assist you insofar as this is possible (taking into account the nature of the Processing and the information available to us), and at your cost and written request, in responding to any such request and in ensuring your compliance with your obligations under applicable Data Protection Laws with respect to such request, security, Personal Data Breach notifications, data protection impact assessments and prior consultations with a Supervisory Authority.
g. notify you without undue delay on becoming aware of a Personal Data Breach involving Personal Data Processed during the performance of the Goods and/or Services under these Terms;
h. at your written direction, delete or return Personal Data and copies thereof on termination of these Terms unless we are required by Applicable Law to continue Processing that Personal Data; and
i. maintain records to demonstrate our compliance with this Schedule and allow for audits (including inspections) by you (or your designated auditor), for this purpose, on reasonable written notice, within our normal business days and hours.
5. You provide your prior and general authorisation for us to transfer Personal Data outside of the UK as required for the performance of the Goods and/or Services under these Terms, provided that we shall ensure that all such transfers are undertaken in accordance with applicable Data Protection Laws or to a third country with an EU adequacy decision. For these purposes, you shall promptly comply with any reasonable request from us, including any request to enter into standard data protection clauses adopted by the Supervisory Authority from time to time.
6. You provide your prior and general authorisation for us to appoint Processors to Process Personal Data for the performance of the Goods and/or Services under these Terms (“Sub-Processors”), provided that we shall:
a. ensure that the terms on which we appoint such Sub-Processors comply with applicable Data Protection Laws, and are consistent with (and no less protective than) the obligations imposed on us in this Schedule;
b. remain responsible for the acts and omissions of any such Sub-Processor as if they were our acts and omissions; and
c. inform you of any intended changes concerning the addition or replacement of Sub-Processors, and you shall have the right to object to such proposed changes. If you object to the proposed addition of a new Sub-Processor, and we are unable or unwilling to use an alternative Sub-Processor, you may terminate these Terms immediately.
7. To the extent that we act as a separate and independent Controller, we shall only Process Personal Data: (i) in order to perform our obligations under these Terms; and (ii) solely to the extent permitted by appliable Data Protection Laws to the extent necessary for the following purposes as Controller: (a) maintaining and developing our relationship with you; (b) billing and invoicing; (c) compliance with quality control and risk management procedures; (d) security-related Processing; (e) complying with legal and regulatory obligations; and (f) establishing, exercising and defending legal claims.