Service
Agreement for Provision of Accident Management Services
In consideration of you, the Customer, agreeing to the terms and conditions of this Agreement, LeasePlan UK Limited, whose registered office is situated at 165 Bath Road, Slough, Berkshire, SL1 4AA has agreed to provide vehicle accident management services to the Customer on the terms and conditions contained in this Agreement.
1. Definitions
1.1 Unless otherwise stated, all words and expressions used in this Agreement shall have the following meaning:
"Accident Damage" means damage to a Vehicle sustained as a result of a collision with another vehicle or object, and includes criminal damage, but excludes mechanical failure or breakdown which does not arise as a result of an accident.
"Accident Management Services" means the management services detailed under Clause3 of this Agreement.
"Approved Repairer" means a supplier of repair services approved by LeasePlan.
"Expenditure Limit" means the pre-authorised labour authority limit or such other sum as may be notified in writing to LeasePlan by the Customer from time to time being a limit imposed by the Insurers.
"Insurer" means the insurer of the Customer's Vehicles in accordance with Clause 5 of this Agreement as shall be notified in writing to Lease Plan by the Customer from time to time.
"LEI" means a policy of insurance which provides indemnity against the legal costs of ULR.
"LeasePlan" means LeasePlan UK Limited and its successor and assigns.
"Motor Incident Notification Form" means an electronic form approved by the Insurer and completed in connection with an accident by LeasePlan following notification from the Customer.
"Third Party Suppliers" means such third party service providers as LeasePlan may instruct from time to time in LeasePlan's sole discretion, for the purposes of provision of Accident Management Services under this Agreement, including the provision of any website facilities.
"ULR" means the recovery of uninsured losses arising out of a road traffic accident which occurs after the Customer enters into this Agreement.
"VAT" means Value Added Tax.
"Vehicle" means a vehicle or vehicles owned or operated by the Customer, including non funded vehicles, details of which have been regularly notified to LeasePlan in writing or electronic format in respect of which LeasePlan shall be required to provide Accident Management Services upon request pursuant to this Agreement.
2. Basis of this Agreement
2.1 This Agreement shall apply to the Accident Management Services provided to the Customer and, save as specifically provided within this Agreement, all other terms and conditions shall be expressly excluded.
2.2 This Agreement shall not commence until LeasePlan accepts the Customer application and agrees to provide the Accident Management Services as specified in this Agreement.
2.3 This Agreement shall be conditional on the Customer passing such credit vetting or other checks as LeasePlan shall determine as necessary from time to time in its sole discretion.
2.4 The Customer hereby agrees and confirms that the Customer shall be bound by all the terms and conditions of this Agreement in connection with provision of the Accident Management Services.
2.5 The Customer further acknowledges and accepts that these terms and conditions may be unilaterally varied by LeasePlan from time to time without notice and agrees to review the relevant terms and conditions each time the Customer accesses this site.
2.6 In the event that the Customer permits a third party to access or arrange provision of the Accident Management Services, on behalf of the Customer, by so doing, the Customer is deemed to accept these terms and conditions in their entirety.
2.7 Any person using any website for the purposes of accessing or arranging provision of the Accident Management Services is deemed to have done so with the full knowledge and consent of the Customer.
2.8 LeasePlan reserves the right to use a Third Party Supplier for the purposes of provision of the Accident Management Services referred to in this Agreement as LeasePlan shall determine in its sole discretion from time to time.
2.9 The Customer acknowledges that any website used to access or arrange provision of Accident Management Services may be subject to the terms and conditions of a Third Party Supplier and the Customer agrees to comply with such terms and conditions to the extent that the Customer uses such a website.
2.10 LeasePlan gives no warranties or guarantees as to the availability of any website.
2.11 LeasePlan does not accept any liability for the accuracy of the information contained in any website or the suitability of the website for the provision of the Accident Management Services.
2.12 Any claims by the Customer in connection with use of or access to any website should be directed to the website provider and shall be governed by the terms and provisions stipulated by the website provider.
3. Accident Management Services
3.1 The Customer shall notify LeasePlan of all Vehicles for which the Accident Management Services shall be provided.
3.2 Unless agreed otherwise in writingLeasePlan shall only provide Accident Management Services to Vehicles which are and remain insured on a fully comprehensive basis and where the Insurer policy details have been confirmed to the satisfaction of LeasePlan .
3.3 For the avoidance of doubt LeasePlan shall not be under any obligation to provide Accident Management Services for a Vehicle where details of such Vehicle have not been notified to LeasePlan.
3.4 If there are any unusual exclusions or limitations set by the Customer’s Insurer which would represent any additional cost to the Customer; i.e. increased excess as a result of using the Accident Management Services; the Customer is advised not to sign up to the Accident Management Services. LeasePlan accept to no liability for any additional costs incurred by the Customer as a result of using the Accident Management Services, in relation to unusual exclusions or limitations set by the Customer’s Insurer.
Initial Reporting
3.5 The Customer or its drivers shall telephone LeasePlan immediately following an incident resulting in Accident Damage. LeasePlan will take details of the damaged Vehicle and:
3.5.1 if the Vehicle is immobile, LeasePlan will arrange for recovery to the most appropriate Approved Repairer; or
3.5.2 if the Vehicle is mobile, Leaseplan will notify the customer of the details of the most appropriate Approved Repairer and the Customer will arrange for its delivery to that Approved Repairer.
3.6 Where acting contrary to clause 3.5 the Customer or its Insurer specifies a repairer other than an Approved Repairer then the Customer shall not be entitled to receive the Accident Management Services.
3.7 If there are circumstances, where there are requirements set by the Customer or it’s Insurer under their fully comprehensive motor insurance policy, that require the Customer to advise their Insurer immediately of a motor vehicle incident, then they should do so directly forthwith.
Motor Incident Notification Form
3.8 Upon notification of the incident LeasePlan will complete its electronic Motor Incident Notification Form and record all necessary details under a unique reference number which will be forwarded to all interested parties.
Estimates
3.9 LeasePlan shall obtain an estimate of the cost of repair of the Vehicle from the Approved Repairer and after checking the estimate:
3.9.1 if the cost of the repair is within the Expenditure Limit LeasePlan shall authorise the Approved Repairer to repair the Vehicle and to address the subsequent invoice to the Insurer and/or take the amount of any excess and VAT on repair from the Customer by credit card if no other billing arrangements have been agreed;
3.9.2 if the cost of the repair exceeds the Expenditure Limit LeasePlan shall seek authorisation from the Customer or Customer's Insurers as applicable and, when such authorisation is received, LeasePlan shall arrange for repair of the Vehicle and for the subsequent invoice to be addressed to the Insurer or be payable by the Customer by credit card if no other billing arrangements have been agreed. If the Insurer instruct an independent engineer to inspect the Vehicle once authorisation is received from the Insurers, the repair of the Vehicle shall be carried out and the subsequent invoice for the cost of the repairs and the cost of the engineer's inspection shall be addressed to the Insurer or be payable by the Customer by credit card if no other billing arrangements have been agreed.
Return of the Vehicle
3.10 LeasePlan shall monitor the time the Vehicle is off the road to minimise "downtime" and the Customer shall have access to progress via a website.
3.11 Where a Vehicle is immobile and is recovered to an Approved Repairer pursuant to clause 3.5.1, on completion of repair of the Accident Damage, LeasePlan shall arrange for the Vehicle to be returned to the Customer, at the address specified by the Customer at the time of notification of the Accident Damage to LeasePlan. If the address for delivery is outside a 50 mile radius of the address of the Approved Repairer the Customer shall be liable to pay a reasonable delivery fee to LeasePlan, the Approved Repairer or any Third Party Supplier.
3.12 In respect of repairs carried out under Clause 3.9.2,the Approved Repairer shall forward the invoice to the Insurers for payment less any Policy Excess and VAT Items which shall be paid by the Insurer or by the Customer by credit card if no billing arrangements have been agreed.
Third Party Claims
3.13 The Customer shall forward to LeasePlan claims from third parties who have been involved in an incident with a Vehicle resulting in Accident Damage.
3.14 LeasePlan shall check that the claim relates to such Vehicle and provided that the details of the Vehicle are correct and the claim has been notified by the Customer, LeasePlan shall forward the claim to the Insurer for settlement.
Insurance Loss
3.15 Where a Vehicle has suffered irreparable Accident Damage and is declared to be a total loss by the Insurer and where instructed by the Customer, LeasePlan shall act as the Customer's agent for the purposes of recovery of the insurance proceeds from the Insurer.
Warranty
3.16 In the event that a Vehicle develops a fault arising solely from the repair of Accident Damage by an Approved Repairer arranged under this Agreement (but not as a result of further Accident Damage nor mechanical failure or breakdown or subsequent remedial work) LeasePlan shall arrange for the Vehicle to be repaired by an Approved Repairer free of charge provided that the Vehicle is still operated by the Customer and the fault is identified within two years of the original repair.
Stolen Vehicles
3.17 Where a Vehicle is stolen and the Customer is entitled to claim from the Insurer, LeasePlan shall, after expiry of the "waiting period" specified by the Insurer, agree a settlement figure subject to the Customer's approval of the same with the Insurer.
3.18 Following receipt of the settlement monies from the Insurers LeasePlan shall pass such monies to the Customer.
4. Uninsured Loss Recovery
4.1 If, at the time of entering into this Agreement, the Customer has the benefit of LEI for ULR the Customer will provide a copy thereof to LeasePlan. In that event any ULR must proceed pursuant to that policy as held by the Customer.
4.2 If at the time of entering into this Agreement, the Customer does not have the benefit of LEI for ULR, or upon the expiry of any of any such LEI notified to LeasePlan pursuant to clause 4.1, Leaseplan shall offer to provide, or shall procure the offer of provision of such LEI to the Customer. If the Customer accepts such offer of LEI then ULR must proceed pursuant to that LEI.
4.3 If during the currency of this Agreement a Customer having no existing LEI under clause 4.1 or having declined the offer of LEI under clause 4.2 requires ULR LeasePlan may, at its sole discretion, offer to provide a post event LEI or to provide ULR upon its usual terms current from time to time.
5. Insurance
5.1 Unless otherwise agreed in writing the Customer warrants to LeasePlan that it has in force and shall maintain in force a valid policy (or policies, as the case may be) of insurance in respect of each of the Vehicles on a fully comprehensive basis and shall if so requested, produce to LeasePlan at the commencement of this Agreement and on each insurance renewal date thereafter and as otherwise requested by LeasePlan all related policies of insurance, premium receipts, cover notes and insurance certificates.
5.2 The Customerfurther warrants that the Customerhas an unfettered right to enter into this Agreement and has obtained any necessary consent, waiver and/or approval from the Insurer or other third party and that entering into this Agreement does not contravene the terms and conditions of its policy of insurance.
5.3 The Customer warrants that the Customer will notify LeasePlan immediately of any alteration in its insurance arrangements or Insurer.
5.4 Unless otherwise agreed in writing the Customer warrants that it shall ensure that fully comprehensive insurance is in place for any courtesy car provided to the Customer or any driver of a courtesy car under the terms of this Agreement.
6. Liability and Insurance
6.1 Without prejudice to any other rights, the Customer shall indemnify LeasePlan and keep LeasePlan fully and effectively indemnified on demand from and against all costs, claims, demands, liabilities, expenses, damages or losses, howsoever occasioned and including without limitation all repair costs, replacement vehicle costs, interest, penalties and legal and other professional costs and expenses, and Third Party Supplier costs arising directly or indirectly out of or in connection with the Accident Management Services and:
6.1.1 which are not covered by the terms of the Customer's policy of insurance;
6.1.2 in respect of which the Insurer rejects a claim made under the Customer's insurance policy for whatever reason; and
6.1.3 in respect of which settlement is not made by the Insurer within 30 days of the date of the claim or, in the case of Vehicles which are stolen, within 30 days of the date of theft of the Vehicle.
6.2 Notwithstanding anything else in this Agreement, LeasePlan shall not be liable to the Customer for indirect or consequential losses, loss of profit, loss of reputation or contracts or the like, whether arising from negligence, breach of contract or howsoever.
6.3 Nothing in this Agreement shall exclude or limit the liability of either party:
6.3.1 for death or personal injury resulting from the negligence of that party or its directors, officers, employees, contractors or agents; or
6.3.2 in respect of fraud or of any statements made fraudulently by either party.
7. Confidentiality and Publicity
7.1 Each party shall treat as confidential all information obtained from the other and shall not divulge such information to any person (except to such party's own employees and then only to those employees who need to know the same), without the other party's prior written consent, provided that this Clause shall not extend to information which was rightfully in the possession of such party prior to commencement of the negotiations leading to this Agreement, which is already public knowledge or becomes so at a future date (otherwise than as a result of breach of this Clause), or which needs to be disclosed by law.
7.2 Each party shall ensure that its employees are aware of and comply with the provisions of this Clause.
7.3 LeasePlan shall use reasonable endeavours to ensure that any Third Party Supplier complies with similar provisions to those contained within this Clause.
7.4 Neither party shall use the name of the other party in any publicity, advertisement or other disclosure without the prior written consent of that party and such consent shall not be unreasonably withheld or delayed.
7.5 Neither party shall use the name or any trade mark or trade name, whether registered or not, of the other party in publicity releases or advertising or in any other manner, without securing the prior written approval of the other and such consent shall not be unreasonably delayed or withheld.
7.6 The foregoing obligations as to confidentiality and publicity shall survive any termination of this Agreement.
8. Assignment and Sub-Contracting
8.1 LeasePlan may assign, transfer, charge or otherwise dispose of all part of this Agreement upon notice in writing to the Customer.
8.2 The Customer may not assign, transfer, charge or otherwise deal in any manner with this Agreement or its rights under it without the prior written consent of LeasePlan, and such consent shall not be unreasonably withheld or delayed.
8.3 LeasePlan shall be entitled to sub-contract all or any part of the Accident Management Services without the prior consent of the Customer.
9. Data and theData Protection Act 1998
9.1 Each party warrants to the other that it has and shall at all times maintain and comply with all necessary registrations under the Data Protection Act 1998 (as amended or replaced) ("the Act") and shall at all times comply with the requirements of such Act.
9.2 In performing its obligations under this Agreement, each party shall further comply with the Act and any legislation or guidelines which amend or replace such legislation to the extent necessary to perform its obligations under this Agreement.
9.3 LeasePlan shall not use, and shall procure that no Third Party supplier shall use, the Personal Data (as defined in the Act) or any databases compiled from such Personal Data for any purpose save as required by this Agreement.
9.4 LeasePlan shall use reasonable endeavours to ensure that all Personal Data:
9.4.1 is processed fairly and lawfully;
9.4.2 shall be obtained only for specified or lawful purposes and shall not be further processed in any manner incompatible with those purposes;
9.4.3 shall be adequate, relevant and not excessive in relation to the purposes for which it is being processed;
9.4.4 shall be accurate and, where necessary, kept up to date;
9.4.5 shall only be processed for the specified purposes and shall not be kept longer than is necessary for those purposes;
9.4.6 shall be processed in accordance with the rights of data subjects as defined in the Act;
9.4.7 shall be handled and stored by taking all appropriate technical and organisational measures to prevent unauthorised or unlawful loss or destruction of, or damage to the Personal Data;
9.4.8 shall not be transferred to a country or territory outside the European Economic Area unless that country or territory ensures an adequate level of protection for the rights and freedoms of the data subjects in relation to the processing of data.
9.5 Each party hereby indemnifies and shall continue to indemnify the other from and against all loss, damage, costs or expense incurred or to be incurred by the other arising out of or in connection with any third party claim, which would not have arisen but for a breach by it of this Clause 9 on an unlimited basis.
10. Termination
10.1 This Agreement may be terminated by LeasePlan at any time on three (3) months notice.
10.2 This Agreement may be terminated by either party for a breach by the other party, which, being capable of remedy, shall not be remedied within 28 (twenty eight) days written notice from the innocent party to the defaulting party, or in the event of a breach which is not capable of remedy, forthwith by notice in writing.
10.3 This Agreement may be terminated on three months notice by LeasePlan where there is an adverse change in control of the Customer, including without limitation, to a competitor or other third party which LeasePlan reasonably finds objectionable.
10.4 It shall be a condition precedent that the Customer meets any credit checks which LeasePlan in its sole discretion may determine and LeasePlan shall be entitled to terminate this Agreement at any time in the event that, in the sole discretion of LeasePlan, any credit checks of the Customer are unsatisfactory.
10.5 This Agreement may be terminated by LeasePlan forthwith in the event that the Customer is in breach of any other agreement with LeasePlan.
10.6 This Agreement may be terminated forthwith by either party if the other party shall convene a meeting of creditors, or if a proposal shall be made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors, or if either party shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or if a trustee, receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the party, or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or the dissolution of a partnership, or for the making of an administration order (other than a reconstruction, amalgamation or transfer of any engagement).
10.7 Any termination of this Agreement shall be without prejudice to any other rights or remedies either party may be entitled to under this Agreement or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision in this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.
11. Consequences of Termination
11.1 Upon termination of this Agreement for any reason, LeasePlan shall complete any Accident Management Services in progress prior to the date of termination.
11.2 All outstanding payments due to either party shall be paid within 30 days of the effective date of termination.
12. Notices
12.1 Any notice to be given by one party to the other shall be in writing and sent by first class, registered or recorded delivery post and shall be sent to the address set out at the commencement of this Agreement (or such other address as may be notified by either party to the other from time to time.)
12.2 Any such notice or other document shall be deemed to have been served (if delivered) at the time of delivery, or if sent by post, upon expiration of 48 hours after posting.
13. Force Majeure
13.1 Neither party shall be liable for any breach of its obligations under this Agreement, arising from causes beyond its reasonable control, including but not limited to fires, strikes (of other's employees), insurrection, riots, embargoes, container shortages, wrecks or regulations of any civil or military authority ("an Event of Force Majeure").
13.2 Each of the parties agrees to give notice forthwith to the other party, upon becoming aware of an Event of Force Majeure and such notice shall contain details of the circumstances giving rise to the Event of Force Majeure, the likely length and the effects of the Force Majeure.
13.3 If a default, due to an Event of Force Majeure, shall continue for more than two weeks either party shall be entitled to terminate this Agreement.
13.4 For the avoidance of doubt, neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
14. Statutory Regulations
14.1 The Customer shall comply with all relevant statutory obligations in relation to use of the Accident Management Services.
15. Interpretation
15.1 The headings to the Clauses of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement.
15.2 If any provision of this Agreement shall be found, by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not so affected shall remain in full force and effect.
15.3 The parties hereby agree to attempt to substitute a valid and enforceable provision for any provision which is held to be invalid or unenforceable.
15.4 Save where expressly provided to the contrary, this Agreement constitutes the entire agreement between the parties and supersede all previous written or oral agreements between the parties in respect of the Services.
15.5 Each party hereby agrees that it has not relied on any representation not recorded in this document. .
15.6 In the event of a conflict between the terms of this Agreement and any other terms and conditions for use or accessing any website, the terms of this Agreement shall prevail.
15.7 Statutory provisions shall be construed as references to those provisions as respectively amended, modified or re-enacted.
15.8 The singular shall include the plural and vice versa.
15.9 Any Third Party Supplier shall have the benefit of and be entitled to enforce clauses 3.9, and 6 of this Agreement against the Customer but save in respect of clauses 3.9 and 6 or as otherwise expressly provided in this Agreement, the Contracts (Rights of Third Parties) Act 1999 shall not apply and this Agreement shall not be enforceable by any person who is not a party to it.
15.10 Words denoting persons shall include corporations and vice versa.
15.11 The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. No failure on the part of LeasePlan to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver of that right or remedy, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of that or any other right or remedy.
16. Law
16.1 This Agreement shall be governed by and construed in accordance with English Law and the parties hereby agree to submit to the exclusive jurisdiction of the English Courts.