Fleet Source Terms and Conditions for the supply of Services
1. Definitions and interpretation
1.1. In these Conditions:
Affiliate means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity;
Applicable Law means all applicable laws, statutes and regulations from time to time in force;
Business Day means a day other than a Saturday, Sunday or bank or public holiday in England;
Booking Confirmation means a [letter/email] sent by the Supplier to the Customer confirming acceptance of the Customer’s Order Form;
Cancellation Fee means the fee specified in the Order Form which the Customer must pay if it cancels a Service;
Conditions means the terms and conditions for the supply of Services set out in this document;
Confidential Information has the meaning given to it in clause 14.1;
Contract means the agreement between the Supplier and the Customer for the sale and purchase of Services formed in accordance with clause 2.1;
Control has the meaning given in the Corporation Tax Act 2010, s 1124 and Controls and Controlled shall be interpreted accordingly;
Controller has the meaning given under the Data Protection Act 2018;
Customer means the customer as specified in an Order Form;
Customer’s Equipment means any equipment, systems, vehicles or facilities provided by the Customer and used directly or indirectly in the delivery of the Services;
Customer’s Premises means any premises owned or controlled by the Customer at which, or from which, the Services are to be delivered;
Data Breach means (i) any unauthorised loss, corruption, damage, destruction, alteration, disclosure or access to any Personal Information; (ii) any unauthorised or unlawful Processing of Personal Information; or (iii) any breach of Data Privacy Laws;
Data Privacy Laws means all laws that relate to data protection, privacy, the use of information relating to individuals, and/or the information rights of individuals and all laws implementing them, in each case as may be replaced, extended or amended, including, without limitation, the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003;
Data Subject has the meaning given under the Data Protection Act 2018;
DCPC means Driver Certificate of Professional Competence;
Deliverables means any deliverables which are provided by the Supplier to the Customer which are ancillary to the supply of the Services, including without limitation any media on which the materials for a Service are supplied;
DVSA means Driver & Vehicle Standards Agency;
EEA means the member states of the European Union, Norway, Iceland and Liechtenstein;
Force Majeure Event means any: (a) fire, flood, earthquake, unusually severe weather or elements of nature or acts of God;(b) war, embargo, riot, civil disorder, rebellion, revolution; or (c) other causes beyond a party’s control which, for the avoidance of doubt, shall not include any industrial dispute;
ICO means the UK Information Commissioner’s Office, or the equivalent national data protection authority in any relevant jurisdiction;
Insolvency Event means any of the following events, and any events analogous to those events in any jurisdiction: the Supplier is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Customer reasonably believes that to be the case, the Supplier becomes the subject of a company voluntary arrangement under the Insolvency Act 1986, has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income, is subject to a winding up petition or administration order;
Intellectual Property Rights means patents (including rights in, and/or to, inventions); trade marks, service marks, trade names and business names (in each case including rights in goodwill attached thereto); design rights; rights in and/or to internet domain names and website addresses; semi-conductor topography rights; copyright (including future copyright); database rights; rights in and to confidential information (including Know how and trade secrets); and all other intellectual property rights, in each case subsisting at any time in any part of the world (whether registered or unregistered) and (i) any pending applications or rights to apply for registrations of any of these rights that are capable of registration in any country or jurisdiction and (ii) any similar or analogous rights to any of these rights, whether arising or granted underthe laws of England & Wales or in any other jurisdiction;
Know-how means inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and information relating to customers and suppliers (whether written or in any other form and whether confidential or not);
Materials means any document, information, data or other material (in whatever form) including software, firmware, documented methodology, process and procedure (including without limitation any reports, specifications, business rules and requirements, procedures manuals, user manuals, user guides, operations manuals, Service Materials and instruction), and any other output (in whatever form)
Order Form means the form used by the Customer to book the Services incorporating these Conditions;
Personal Information means any information which: i) falls within the definition of “Personal Data” under the Data Protection Act 2018; and ii) in relation to which the Supplier is providing the Services or which the Supplier is required to Process (subject to the Data Privacy Laws) in connection with the Contract;
Processing has the meaning given under the Data Protection Act 2018 (and Process, Processed and Processes shall be construed accordingly);
Processor has the meaning given under the Data Protection Act 2018;
Price has the meaning given to it in clause 8.1;
Representative has the meaning given to it in clause 14.2(a);
Service means any of the Suppliers Services including but not limited to training courses, auditing, consultancy, and policies & procedures which can be provided to the Customer by the Supplier as specified in the Order Form;
Supplier means Fleet Source Limited;
Supplier’s Equipment means any equipment, including but not limited to laptop, projector, Virtual Reality headsets, tools, systems, cabling or facilities, provided by the Supplier and used directly or indirectly in the supply of the Services;
Supplier Material means any Material created by, for or on behalf of the Supplier whether in connection with or in the course of the performance or receipt of the Services, or otherwise required to be used by the Supplier and/or Customer in connection with the performance and/or receipt of the Services
Supplier Premises means any premises owned or controlled by the Supplier (including premises owned or controlled by the Supplier’s agents or contractors) from which the Services are to be delivered;
Service Materials means any and all materials created by the Supplier for use in connection with the Services; and
VAT means value added tax, as defined by the Value Added Tax Act 1994.
1.2. In these Conditions (a) a reference to these Conditions includes its schedules, appendices and annexes (if any); (b) a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns; (c) a 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; (d) a reference to a gender includes each other gender; (e) words in the singular include the plural and vice versa; (f) 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; (g) any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions; and (h) a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time.
2. Application of these Conditions
2.1. These Conditions form part of the Contract. A Contract will be formed either when: (a) the Order Form has been signed by the Customer or (b) when the Supplier issues a Booking Confirmation.
3. Order Form
3.1. The Supplier shall be under no obligation to deliver any Services to the Customer until; [(a) it has received a signed Order Form from the Customer; and (b) the Supplier has sent the Customer a Booking Confirmation (whichever is earlier).
3.2. Once a Contract is formed in accordance with clause 2.1, the parties shall not be entitled to make any changes unless the circumstances in clause 5.2 applies.
3.3. Each Order Form will form a separate Contract.
3.4. The information that the Customer provides in the Order Form will assist the Supplier in assessing the suitability of the Customer Premises for a Service and may request additional information from the Customer to determine suitability. The Customer warrants that the information provided is complete and accurate in all respects. If certain requirements cannot be met, the Supplier many not be able to run a Service at the Customer’s Premises. The Supplier’s operations team will use reasonable endeavours to work with Customer in order to assess the suitability of the Customer’s Premises for Services but if the information provided by the Customer is false or misleading, the Supplier reserves the right to cancel a Service at the Customer’s cost.
4. Delivery of Services
4.1. The Supplier shall use reasonable endeavours to provide the Services and deliver the Deliverables to the Customer, in accordance with an Order Form in all material respects.
4.2. The Services will be delivered by the Supplier at the premises set out in the Order Form.
4.3. The Supplier reserves the right (without liability to the Supplier) to (a) refuse access to the Supplier’s Premises and/or refuse to deliver any Service to any delegate that the Supplier reasonably deems unsuitable or unfit to participate in a Service; and (b) where a Service is to be delivered at the Customer’s Premises, the Supplier reasonably deems those premises unfit for the purposes of delivering a Service.
5. Cancellation of Services
5.1. If the Customer wishes to cancel a Service, it shall inform the Supplier in writing no later than 7 days from the date of receipt of the Booking Confirmation. If the Customer cancels a Service after 7 days from the date of receipt of the Booking Confirmation, it shall pay the Supplier the Cancellation Fee. The Customer will pay the Cancellation Fee within 14 Business Days of the date of its cancellation notice.
5.2. If the Customer becomes aware at any time during the course of the Contract that it requires to book more delegates onto a Service which it has already booked in an Order Form, it will inform the Supplier immediately. The Supplier may inform the Customer of the costs payable by the Customer for adding additional delegates to a Service, and, if such costs are agreed by the Supplier, the Price shall be deemed to have been varied accordingly. For the avoidance of doubt, nothing in these Conditions shall oblige the Supplier to accept any request by the Customer to increase the number of delegates or any other variation to the Order Form.
5.3. The Supplier may cancel a Service at any time by providing written notice to the Customer.
6. Customer’s obligations
6.1. At least 28 days prior to the scheduled date of a Service, the Customer shall provide the Supplier with: (a) any information reasonably required by the Supplier in preparation for the delivery of a Service; (b) if a Service is being carried out at the Customer’s Premises, with access to the Customer’s Premises to allow the Supplier to carry out a dynamic risk assessment of the site (if deemed necessary); (c) any information concerning the delegates scheduled to attend a Service booked by the Customer which may require the Supplier to make reasonable adjustments to the way in which a Service is delivered (including but not limited to, medical conditions).
6.2. In addition to clause 6.1, the Customer shall: (a) co-operate with the Supplier in all matters relating to the Services and appoint the Customer’s Representative in relation to the Services, who shall have the authority contractually to bind the Customer on matters relating to the Services; (b) provide in a timely manner any other information the Supplier may reasonably require and ensure that it is accurate in all material respects; (c) inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer’s premises; (d) if a Service is being delivered at the Customer’s Premises, grant the Supplier a licence to have access and be present at the Customer Premises, at no charge, but only so far as this is necessary in order to provide a Service (e) if a Service will be delivered at the Customer’s Premises, ensure that (at no cost to the Supplier): (i) parking facilities are available for the Supplier’s personnel who will be delivering a Service; (ii) unobstructed access is provided to those areas of the Customer’s Premises that the Supplier reasonable requires in order to deliver the Service; (iii) the area of the Customer’s Premises in which the Service will be delivered are clean, tidy and free from rubbish and debris to enable the Service to be performed; (iv) the Supplier has access to welfare facilities which are generally available to the Customer’s own personnel or sub-contractors including, without limitation staff rooms, smoking areas, toilet and washing facilities, rest rooms, canteens and kitchens) and (v) the Customer’s Premises provide a safe working environment in which to deliver the Services; (f) ensure that all the Customer’s Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements and (g) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the use of the Supplier’s Equipment and the use of the Customer’s Equipment in relation to the Supplier’s Equipment insofar as such licences, consents and legislation relate to the Customer’s business, the Customer Premises, delegates and equipment, in all cases before the date on which the first Service scheduled in an Order Form is due to take place.
6.3. In respect of any Supplier Equipment provided to the Customer, the Customer acknowledges and agrees that (a) ownership of the Supplier Equipment is retained by the Supplier; (b) it shall not sell, transfer or otherwise dispose of any Supplier Equipment; (c) it shall comply with any and all reasonable instructions, conditions, consents, policies, procedures and requirements in respect of the Supplier Equipment; (d) keep the Supplier Equipment in a good state or repair and shall repair or replace with assets of the same type and quality any Supplier Equipment used the in the delivery of the Services which are damaged, lost or stolen; and (f) not use the Supplier Equipment or any part of them other than in connection to the delivery of the Services by the Supplier.
6.4. The Customer shall be liable to the Supplier for any damage to the Supplier Equipment and/or Supplier Premises whether caused by itself or by any delegate attending a Service.
6.5. If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or delegates, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.
7. Suspension of the Services
7.1. If the Supplier is prevented or delayed in performing the Service by any cause attributable to the Customer, the Supplier (without prejudice to its other rights): (a) may suspend performance of the Service until the Customer remedies its default; (b) shall not be liable for any costs or losses sustained by the Customer as a result of such delay or suspension; and (c) may charge the Customer (and the Customer shall pay under the Contract) costs or losses incurred by the Supplier arising from the Customer’s default, subject to clause 11.
8.1. The price payable by the Customer in respect of the Services, Deliverables and any additional costs (including but not limited to DVSA fees, venue hire and refreshment costs) will be as set out in the Order Form (Price).
8.2. The Price and any additional costs are exclusive of: VAT (or equivalent sales tax). The Customer shall pay any applicable VAT (or equivalent sales tax) to the Supplier on receipt of a valid VAT invoice.
8.3. The Supplier may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Service and which is due to any factor beyond the control of the Supplier.
9.1. The Supplier may issue its invoice for the Services at any time.
9.2.2 The Customer shall pay all invoices: (a) in full in cleared funds within 30 days of the date of each invoice; and (b) to the bank account nominated by the Supplier.
9.3. Time of payment is of the essence. Where sums due hereunder are not paid in full by the due date: (a) the Supplier may, without limiting its other rights, charge interest on such sums at 4percentage points a year above the base rate of Barclays Bank PLC from time to time in force; (b) 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 (c) the Supplier may suspend or delay the delivery of any other Services requested by the Customer in an Order Form until actual payment in full, whether before or after judgement.
10. Intellectual Property Rights
10.1. Except as expressly set out in clause 10.3, no Intellectual Property Rights of either party are transferred or licensed as a result of the Contract.
10.2. The Intellectual Property Rights in any Supplier Material (which for the avoidance of doubt shall include the Service Materials) shall belong and vest in the Supplier.
10.3. The Customer grants to the Supplier a non-exclusive, non-transferable, royalty-free, worldwide personal licence to use, copy and maintain the Customer’s Intellectual Property Rights for the purposes of delivering the Services to the Customer.
10.4. The Customer shall not (and shall procure that any of its delegates that attend the Services shall not) do anything or cause anything to be done which would prejudice any of the Supplier’s Intellectual Property Rights.
10.5. All physical media delivered to the Customer to which the Intellectual Property Rights of the Supplier are affixed, or in which it is contained or expressed, shall be owned by the Supplier.
10.6. Subject to the foregoing, the Supplier shall be entitled to use in any way it deems fit any skills, techniques or know-how acquired or developed or used in connection with a Service provided under this Contract provided always that such skills, techniques or know-how do notdisclose or breach the confidentiality of the Customers Confidential Information.
11. Limitation of liability
11.1. The extent of the parties’ liability under or in connection with these Conditions or any Order Form in connection with these Conditions (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.
11.2. The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Supplier confirming such costs, charges and losses to the Customer in writing.
11.3. Subject to clause 11.6, the total aggregate liability of the Supplier in connection with the Contract shall not exceed a sum equivalent to the amount for the relevant Service as set out in the Order Form.
11.4. Subject to clause 11.6, the Supplier shall not be liable for consequential, indirect or special losses.
11.5. Subject to clause11.6, the Supplier shall not be liable for any of the following (whether direct or indirect): (a) loss of profit; (b) loss of or corruption to data; (c) loss of use; (d) loss of agreements or contracts; (e) loss of opportunity; (f) loss of savings, discount or rebate (whether actual or anticipated) or (g) harm to reputation or loss of goodwill.
11.6. Notwithstanding any other provision of these Conditions, the liability of the parties shall not be limited in any way in respect of the following: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation or (c) any other losses which cannot be excluded or limited by Applicable Law.
11.7. All warranties, terms, conditions and duties implied by Applicable Law are excluded to the fullest extent permitted by Applicable Law.
12.1. A Contract may be terminated by the Supplier giving not less than 7 days’ notice in writing to the Customer.
12.2. Either party may terminate the Contract at any time by giving notice in writing to the other party if: (a)the other party commits a material breach of the Contract and such breach is not remediable; (b) the other party commits a material breach of this Contract which is not remedied within 21 days of receiving written notice of such breach; (c) any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled or (d) is subject to an Insolvency Event.
12.3. Without prejudice to any other rights that it may have, the Supplier may terminate the Contract immediately on written notice to the Customer if the Customer has failed to pay any amount due under the Contract on the due date specified in an invoice and such amount remains unpaid 7 days after the Customer has received a written notification from the Supplier that the payment is overdue.
12.4. The Supplier may terminate the Contract at any time by giving not less than 30 days’ notice in writing to the Customer if the Customer undergoes a change of Control [or if the Customer has announced that it shall undergo a change of Control within [two] months.
12.5. On termination of the Contract for any reason: (a) the Customer shall immediately pay all outstanding invoices of the Supplier; (b) the Supplier shall invoice the Customer for all Services and Deliverable delivered but not yet invoiced and payment for such invoices shall be due immediately on receipt by the Customer; (c) without prejudice to any additional obligations under clause 10, the Customer shall within five Business Days return any materials of the Supplier then in its possession or control; if it fails to do so, the Supplier may enter any premises owned by or under the control of the Customer and take possession of them; (d) both parties shall return or destroy (at the request of the disclosing party) any Confidential Information provided to it by the other party; and (e) the accrued rights and liabilities of the parties (including any rights in relation to breaches of contract) shall not be affected.
12.6. The following clauses of these Conditions shall survive termination, howsoever caused: (a) clause 11 (limitation of liability); (b) clause 12.5 (termination); (c) clause 13 (data protection) (d) clause 14 (confidential information); (e) clause 16 (dispute resolution); (f) clause 18 (notices) and; (g) clauses 20.12 and 20.13 (general); and together with any other provision of these Conditions which expressly or by implication is intended to survive termination.
13. Data Protection
13.1. The provision of the Services may require the Supplier to Process Personal Information for and on behalf of the Customer.In respect of such Processing, the parties acknowledge and agree that: (a) the Customer shall be the Data Controller and the Supplier shall be the Data Processor; (b) the Supplier shall Process Personal Information as set out in Schedule 1 (Data Processing Register) of these Conditions and (c) Clauses 13.2 to 13.8 below shall apply.
13.2. The Customer shall: (a) comply with all Data Privacy Laws; (b) obtain and maintain all relevant registrations (and similar) required by Data Privacy Laws; and (c) ensure that all instructions that it issues to the Supplier comply with Data Privacy Laws.
13.3. When Processing Personal Information as part of the delivery of the Services, the Supplier shall: (a) Process the Personal Information only on the documented instructions of the Customer, except to the extent that any Processing of Personal Information is required by Applicable Law; (b) where Processing of Personal Information by the Supplier is required by Applicable Law, the Supplier shall inform the Customer of the relevant legal requirement before processing, unless such law prohibits the Supplier from doing so; (c) notify the Customer where the Supplier reasonably believes any documented instructions from the Customer in respect of the Processing of Personal Information infringe any Data Privacy Laws or any other Applicable Law; (d) ensure that its personnel who are authorised to Process the Personal Information have committed themselves to confidentiality; (e) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk of Processing; (f) only appoint a third party to Process Personal Information on its behalf in accordance with clauses 13.4 and 13.5 below; (g) taking into account the nature of the Processing, assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising the Data Subject’s rights under Data Privacy Laws; (h) notify the Customer without undue delay after becoming aware of a Data Breach; (i) assist the Customer in its compliance with its obligations under Data Privacy Laws in respect of notifying Data Breaches to the ICO and affected Data Subjects, insofar as it is able taking into account the nature of the Processing and the information available to the Supplier; (j) at the Customer’s discretion, delete or return to the Customer all of the Personal Information Processed under once all the Services have been delivered, and delete any copies of such Personal Information unless any Applicable Law require that copies are kept; and (k) make available to the Customer all information necessary to demonstrate compliance with its obligations in this clause 13.3.
13.4. The Supplier shall not sub-contract its Processing of Personal Information to a third party without the Customer’s prior specific or general written authorisation (not to be unreasonably withheld, conditioned or delayed).Where any sub-contracting of Processing of Personal Information is based on the Customer’s general written authorisation, the Supplier shall inform the Customer of any intended changes concerning the addition or replacement of any sub-contractors and the Customer shall notify the Supplier of any objections it has to any such changes in writing within five (5) Business Days, after which any such changes which the Customer has not objected to in accordance with this clause 13.4 shall be deemed to be accepted.
13.5. Where the Supplier sub-contracts its Processing of Personal Information to a third party in accordance with clause 13.4 above, the Supplier shall: (a) ensure that any such third party is subject to the same data protection obligations as those set out in clause 13.3 above; (b) obtain sufficient guarantees from any such third party that they will implement appropriate technical and organisational measures in such a manner that the Processing of Personal Information by such third party will meet the requirements of Data Privacy Laws; and (c) remain liable to the Customer for any Processing of Personal Information by any such third party.
13.6. Each party shall co-operate with the ICO on the request of the other party in respect of the performance of its tasks under the Contract.
13.7. The Supplier shall not transfer Personal Information to any country outside the EEA without the prior written consent of the Customer, such consent may be subject to and given on such terms as the Customer may in its discretion prescribe (acting reasonably and in compliance with Data Privacy Laws).
13.8. In the event that the Customer consents to the transfer of Personal Data from the Suppler to a country outside of the EEA under clause13.7, the Supplier shall confirm in writing details of how the Supplier will ensure an adequate level of protection and adequate safeguards in respect of the Personal Information that will be processed in and/or transferred outside of the EEA so as to ensure compliance with the Data Privacy Laws.
13.9. In the event that the Supplier requires the Customer to provide any special categories of personal data (as defined in the General Data Protection Regulation) about any delegate scheduled to attend a Service for the purpose of the Supplier delivering a Service, the Customer shall ensure that the delegate to which the special category of personal data relates has given their explicit consent to such data being (a) disclosed by the Customer to the Supplier and (b) processed by the Supplier.
14. Confidential Information
14.1. Each party undertakes that it shall keep any information that is confidential in nature concerning the other party and its Affiliates including, any details of its business, affairs, customers, clients, suppliers, plans, strategy, technical or commercial know-how, specifications, inventions, processes or initiatives (Confidential Information) confidential and that it shall not use or disclose the other party’s Confidential Information to any person, except as permitted by clause 14.2.
14.2. A party may: (a) subject to clause 14.6, disclose any Confidential Information to any of its, employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under the Contract provided that such party must ensure that each of its Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 14 as if it were a party; (b) disclose any Confidential Information as may be required by Applicable Law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and (c) subject to clause 14.6, use Confidential Information only to perform any obligations under the Contract.
14.3. Clause 14.1 shall not apply to any Confidential Information to the extent that: (a) such Confidential Information is in the public domain at the date the Order Form is accepted by the Supplier in accordance with clause 2.1, or at a later date comes into the public domain, where such Confidential Information has not come into the public domain through a breach of the Contract;(b) the recipient can show that such Confidential Information was known to it before receipt and had not previously been obtained under an obligation of confidence; (c) the recipient obtains or has available such Confidential Information from a source other than the disclosing party without breaching any obligation of confidence; or (d )the recipient can show such Confidential Information was independently developed by it without the aid of any personnel who have or have had access to the disclosing party’s Confidential Information.
14.4. Each party recognises that any breach or threatened breach of this clause 14 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
14.5. This clause 14 shall bind the parties from the date the Order Form is accepted in accordance with clause 2.1 and for a period of 5 years following delivery of all of the Services set out in the Order Form or earlier termination.
14.6. To the extent any Confidential Information is Personal Information, such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any of clause 13.
14.7. All Supplier Equipment shall, at all times: (a) be and remain the exclusive property of the Supplier; and (b) be held by the Customer in safe custody at its own risk and maintained and kept in good condition and adequately insured by the Customer until returned to the Supplier.
15.1. The Customer shall not, and shall procure that its delegates, directors, employees, agents, representatives, contractors or sub-contractors shall not, engage in any activity, practice or conduct which would constitute an offence under any anti-bribery and anti-corruption laws, regulations and codes, including but not limited to the Bribery Act 2010.
15.2. The Customer shall have in place adequate procedures designed to prevent any person working for or engaged by the Customer or any other third party in any way connected to the Contract, from engaging in any activity, practice or conduct which would infringe any anti-bribery and anti-corruption laws, regulations and codes, including but not limited to the Bribery Act 2010.
15.3. Breach of this clause 15 shall entitle the Supplier to terminate the Contract by written notice with immediate effect.
16. Dispute Resolution
16.1. If any claim or dispute arises in connection with the Contract, either party may provide notice to the other party of such dispute.The parties will attempt to settle such dispute by negotiation in good faith and shall make relevant personnel available to attend meetings with the other party for the purpose of resolving the dispute.If any dispute cannot be settled within 10 Business Days of the original notice of dispute, either party may refer the dispute to mediation and the parties agree to attempt mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure.If the dispute is still not settled 25 Business Days from the initiation of mediation, the mediation shall be cancelled.Nothing in this clause 16 shall prevent either party from referring the dispute to legal proceedings at any time.
17. Entire Agreement
17.1. These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of supply. No terms or conditions endorsed or delivered with or contained in any document provided by the Customer to the Supplier shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
17.2. Each party acknowledges that it has not entered into this Contract or any in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Contract.
17.3. Nothing in this Contract purports to limit or exclude liability for fraud.
18.1. Any notice or other communication given by a party under these Conditionsshall be: (a) in writing and in English; (b) signed by, or on behalf of, the party giving it (except for notices sent by email); and (c) sent to the relevant party at the address set out in the Order Form.
18.2. Notices may be given, and are deemed received: (a) by hand: on receipt of a signature at the time of delivery; (b) by post: at 9.00 am on the second Business Day after posting; (c) by fax: on receipt of a transmission report from the correct number confirming uninterrupted and error-free transmission; and (d) by email on receipt of a read receipt from the correct address.
18.3. Any change to the contact details of a party as set out in the Order Form shall be notified to the other party in accordance with clause 18.1 and shall be effective: (a) on the date specified in the notice as being the date of such change; or (b) if no date is so specified, 2 Business Days after the notice is deemed to be received.
18.4. All references to time are to the local time at the place of deemed receipt.
18.5. This clause does not apply to notices given in legal proceedings or arbitration.
19. Force Majeure
19.1. A party shall not be liable if delayed in or prevented from performing its obligations under the Contract due to Force Majeure Event, provided that it: (a) promptly notifies the other of the Force Majeure event and its expected duration; and (b) uses reasonable endeavours to minimise the effects of that event.
19.2. If, due to Force Majeure Event, a party: (a) is or is likely to be unable to perform a material obligation; or (b) is or is likely to be delayed in or prevented from performing its obligations for a continuous period of more than 30 Business Days, either party may terminate the Contract on not less than 30 Business days written notice.
19.3. If a Force Majeure Event occurs on the day on which a Service is being delivered to the Customer which prevents or delays the Supplier from delivering the Service to the Customer, the Supplier shall not be liable for any losses caused to Customer as a result of such delay or prevention. If a Force Majeure Event prevents or delays the Supplier delivering a Service on the scheduled date of delivery, the Supplier will re-schedule the Service for a future date to be agreed by the parties.
20.1. No variation to these Conditions shall be valid or effective unless it is in writing, refers to these Conditions and is duly signed or executed by, or on behalf of, each party.
20.2. The rights and remedies provided under these Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
20.3. The Supplier may at any time assign, subcontract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights under the Contract, provided that it gives prior written notice to the Customer. The Customer shall not assign, subcontract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights under the Contract , in whole or in part, without the Supplier’s prior written consent(such consent not to be unreasonably withheld or delayed).
20.4. Each party shall pay all sums that it owes to the other party under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
20.5. The parties are independent and are not partners or principal and agent and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
20.6. If any provision of these Conditions (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of Conditions shall not be affected. If any provision of these Conditions (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
20.7. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under these Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. No single or partial exercise of any right, power or remedy provided by law or under the Contract shall prevent any future exercise of it or the exercise of any other right, power or remedy. A waiver of any term, provision, condition or breach of the Contract shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
20.8. The Customer shall not, without the prior written consent of the Supplier, at any time from the date the Order Form is accepted by the Supplier in accordance with clause 2.1 to the expiry of 24 months after delivery of all of the Services set out in the Order Form or earlier termination, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services.
20.9. Each party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under the Contract, its employees, agents and representatives will comply with all Applicable Law, provided that neither party shall be liable for any breach of this clause 20.9 to the extent that such breach is directly caused or contributed to by any breach of the Contract by the other party (or its employees, agents and representatives).
20.10. In the event of any conflict or inconsistency between different parts of these Conditions, the following descending order of priority applies: (a) the terms and conditions in the main body of these Conditions; (b) the Schedules to these Conditions and (c) any terms contained in an Order Form. Subject to the above order of priority between documents, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
20.11. Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract.
20.12. Except for the Affiliates of the Supplier, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
20.13. The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. Subject to clause 16 , the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).
Data Processing Register
Subject matter of processing
The Personal Data to be processed by the Supplier pursuant to the Contract concerns the following subject matter(s):
When delegates attend one of our Services (e.g. training course), we collect information from them when they fill in the course register and any supporting forms or paperwork.
Duration of the Processing
The Personal Data to be Processed under the Contract shall be Processed for the following duration:
We regularly review how long we hold personal information for, to ensure we don’t keep it longer than necessary. In some cases, we hold personal data because we are legally required to. When we no longer need your data, it will be destroyed or erased.
- Course attendance details (delegate name and licence details) are for 6 years;
- Details supplied about contact persons in your organisation when purchasing a private course will be held for 6 months after the course finishes;
- Personal information you supply about yourself when purchasing a private course will be held for 18 months after last contact;
- Mailing list contact details will be held until you opt to stop receiving our marketing messages, or until we elect to stop sending such messages.
Nature and purposes of the processing
The Personal Data to be Processed under the Contract shall be Processed for the following nature and purpose:
We use personal information as part of Fleet Source’s legitimate interest in providing them with Services. In particular:
- To provide delegates with a certificate confirming their attendance at the course;
- To upload delegates completed periodic training hours to the Government’s Recording and Evidencing database;
- To inform Transport for London of delegate training (if applicable), so that they may administer their driver records for the FORS scheme, but only if delegates consent to this;
- To request delegate feedback and suggestions, but only if delegates consent to this.
Type of Personal Data
The Personal Data to be Processed by the Supplier pursuant to the Contract concerns the following type of Personal Data:
- Name and contact details;
- Driving licence details. If they do not hold a UK licence, this may include their nationality and date of birth;
- Driver Qualification Card details;
- Employer’s name;
- We may also collect delegate contact and payment details (if required for DVSA fees).
Categories of Data Subjects
The Personal Data to be Processed under the Contract concern the following categories of Data Subjects:
Employees and/or delegates of the Customer
Additional useful information (e.g. storage limits and other relevant information)
When delegates attend a course, their information may be shared with:
- JAUPT for them to monitor and manage approved centres and the training uploaded to the DVSA system, and where necessary, share your data with member state authorities to confirm Driver CPC entitlement abroad. Contact JAUPT at email@example.com for more information.
- Delegate information may be uploaded to the DVSA recording and evidencing database in order to record their CPC training hours.
- We may share delegate information with Transport for London, as part of the administration of the Freight Operators Recognition Scheme.
- If your training was purchased by your employer, we may report your information to them.
To conduct our business, we may also share your personal information with third parties who will process it on our behalf. These parties will only use your personal information for purposes mentioned in this policy.
We may share your personal information with:
- Our accountants, only when it is necessary to manage our accounts and tax affairs
- Advisors we may employ, only when it is necessary for them to provide relevant advice
- Our insurers, only when necessary to pursue a claim or potential claim
- Independent contractors we may employ, only when necessary for them to perform the task they have been contracted for.
What rights do you have regarding your data?
- You have the right to have any mistakes in your data corrected.
- You have the right to request a copy of the data we hold about you.
- Where Fleet Source processes your data to achieve our own legitimate interests, you have the right to object to our processing of your personal data.
- If you believe Fleet Source does not have a valid reason to process your data, you may restrict our processing of your data until we can prove that we do.
- You have the right to request that the data we hold about you is erased. For example, if you do not want to be contacted, you can ask to have your contact details removed.
If you want to exercise any of the rights, or have any other privacy questions, please email firstname.lastname@example.org. You can also write to:
Data Protection Team
Fleet Source Limited
9/9A Business Centre East
Letchworth Garden City, SG6 2TS