Greenarc Terms and Conditions of Hire

1. Definitions

1.1. In these terms and any hire agreement (if applicable) the following words shall mean:
“Additional charges” means the charges set out at clause 13 and such other additional charges specified in any pricing agreement and if no such pricing agreement is in place such other charges as may be agreed in writing by us;
“Booking” means a booking request which has been accepted by us in accordance with clause 2 and these terms and “bookings” shall be construed accordingly;
“Booking request” means a request by you to hire a vehicle made by e-mail or telephone;
“Business hours” means the hours in which Greenarc premises are open for business as set out from time to time at the following URL: www.Greenarc.com;
“Charges” has the meaning given to it in clause 12.1;
“Congestion charge law” means the Transport Act 2000 and the Greater London Authority Act 1999 and / or any other laws, codes of practice, circulars and guidance notes in relation to any road or traffic related charging scheme;
“Damage” means any and all damage to a vehicle, excluding a mechanical fault or failure (which is not caused or contributed to by you), and any damage identified in the vehicle condition report, and “damaged” shall be construed accordingly;
“Data protection legislation” means all applicable laws relating to privacy including the Data Protection Act 1998;
“Insolvency event” means each and any of the following in relation to a party:
a) Any action (corporate or otherwise), legal proceedings or other procedure or step is taken by any person in any jurisdiction in relation to or with a view to:
i. The winding up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of a party;
ii. The appointment of a liquidator, trustee in bankruptcy, receiver, administrative receiver, administrator, nominee,
supervisor or similar officer in respect of a party or any of its assets;
iii. The enforcement of any security over any assets of a party; or
iv. The attachment, sequestration, distraining upon or execution over or affecting any material asset of a party, which in any case is not withdrawn or dismissed as soon as reasonably practicable;
b) The party is unable to pay its debts as they fall due or is insolvent, or the other party perceives (acting reasonably) that to be the case;
c) The party enters into a composition or arrangement with any creditor, or its creditors or any class of them; and
d) A party ceases to trade in respect of all or a substantial part of its business whether due to insolvency or otherwise
“Group” means in relation to any person, a subsidiary of that person or a holding company of that person or any other subsidiary of that holding company;
“Master hire agreement” means any agreement entered into between you and us identified on its face as a master hire agreement which governs the hire of all vehicles by you;
“Market value” means the CAP clean value of the vehicle on the date the vehicle is damaged;
“On-hire” means the collection of a vehicle by you from us or the delivery of a vehicle by us to you on or around the pick-up date (as specified in the booking);
“Off-hire” means the return of a vehicle to us in accordance with clause 4.4 and ‘off-hiring’ shall be interpreted accordingly;
“Pick-up date” means the date of on-hire set out in the booking or such other date as we may agree with you prior to the date of On-hire set out in the booking;“
“Pricing agreement” means the document titled pricing agreement which may be supplied by us to you;
“Privacy policy” means the privacy policy found at https://www.Greenarc.com/about-us/privacy-policy;
“Policy” shall have the meaning given to it in clause 11.2.1;
“Rental day” means the twenty-four (24) hour period commencing at the time of on-hire and each subsequent twenty-four (24) hour period;
“Rental period” means the period from the pick-up date to the return date;
“Rental charges” means the hiring charges for the rental period calculated in accordance with any pricing agreement, or such other rate confirmed by us in writing;
“Return date” means the date on which the vehicle is returned, with the due date for return being as set out in the booking or if no such date is specified, such date as is agreed between you and us;
“Regulations” means applicable legislation and legally binding rules or regulations of any kind (including orders, instructions or directions of a competent authority);
“Terms” means these terms and conditions;
“United Kingdom” means England, Scotland, Wales and Northern Ireland;
“Vehicle” means the vehicle described in any booking and all other accessories provided with the vehicle including the spare wheel, tools and other accessories supplied with the vehicle; and
“Vehicle condition report” has the meaning given to it in clause 3.2.

1.2 In these terms or any master hire agreement (if applicable):
1.2.1 Each reference to “includes” or “including” shall be construed without limitation;
1.2.2 “Subsidiary” and “holding company” shall have the meanings given to them by section 1159 of the Companies Act 2006;
1.2.3 A statutory provision includes a reference to any modification, consolidation or re-enactment of the provision from time to time in force and all subordinate instruments, orders or regulations made under it except that, as between the parties, no modification, consolidation or re-enactment shall apply for the purposes of this agreement to the extent that it would impose new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, either party;
1.2.4 “Personal data”, “data subject”, “processing”, “data controller” and “data processor” shall have the meaning given to them in the Data Protection Act 1998; and
1.2.5 A reference to “indemnify” or “indemnifies” means to indemnify and keep indemnified, and hold harmless, the party to be indemnified on demand on an after tax basis

2. Making a booking

2.1 On receipt of a booking request from you, we may accept the booking request in accordance with clause 2.2 and a contract shall be formed between you and us from acceptance of such booking request.
2.2 A booking request shall be accepted by us on the earlier of:
2.2.1 The issuance by us of a booking reservation number;
2.2.2 The signing by us of a hire form or a regulated hire agreement in accordance with the Consumer Credit Act 1974 on or before On-hire.
2.3 Nothing in these terms or any master hire agreement (if applicable) obliges us to accept any booking request.

3. Vehicle on-hire/delivery

3.1 You shall in accordance with the booking, take the vehicle on-hire on the pick-up date.
3.2 Before on-hire, you or your representative may be asked to sign an electronic device or document to confirm the condition of the vehicle at the pick-up date (the “vehicle condition report”). You acknowledge and agree that any of your employees are authorised to a sign a vehicle condition report on your behalf.

4. Vehicle return

4.1 You will remain liable for any vehicle and be obliged to comply with these terms and the terms of any master hire agreement (if applicable) until the procedure for off-hiring the vehicle set out in this clause 4 has been completed.
4.2 Unless otherwise agreed in advance by us, you shall return the vehicle on the return date.
4.3 If you fail to return the vehicle at the agreed time on the return date, the rental charges payable shall be recalculated to include an additional charge in respect of the number of rental days between the return date and the actual date that the vehicle is returned.
4.4 To take the vehicle off-hire you must either:
4.4.1 Return the vehicle on the return date during business hours to such location identified in the booking or otherwise agreed by us; or
4.4.2 Contact us to arrange for us to collect the vehicle on the return date and make such vehicle available for collection.
4.5 If you return a vehicle to any of our premises outside of business hours the vehicle will be your responsibility (and therefore your obligation to insure the vehicle continues) until the time at which the delivery location agreed by us opens for business and you shall be liable to us for any and all losses we suffer during this time. If this clause applies you shall leave the keys for the relevant vehicle in such location as approved by us in advance (although such vehicle remains at your risk notwithstanding our agreement to the location of the keys of the vehicle).
4.6 At off-hire, you shall return the vehicle in the same condition as was identified in the vehicle condition report (fair wear and tear excepted).
4.7 If you fail to return the vehicle in accordance with clause 4.6 and the vehicle is economical to repair, the rental charges payable shall be recalculated to include the time of repair and the time to obtain authorisation for such repair and where:
4.7.1 The charge for the repair is under £2,000 the charges shall be calculated based on the rental charge for the estimated number of labour days the repairs will take; or
4.7.2 The charge for repair is £2,000 or more the charge shall be calculated as set out in clause 4.7.1 with the addition of the rental charges for the number of days you take to authorise the repair in accordance with clause 8.
4.8 If you return the vehicle and it is beyond economic repair (in our reasonable opinion) you will be liable to pay the market value, and the rental charge, which shall be payable from the date of return of the vehicle until the date we receive payment of the market value.
4.9 If you fail to return the vehicle on the return date due to theft of the vehicle and the vehicle is not recovered you will be liable to pay us the rental charge until settlement in full is received from you for the market value.
4.10 If at off-hire we are required to remove materials or equipment from a vehicle you shall be responsible for the costs associated with this removal (including the rental charge for any days or part thereof on which the vehicle cannot reasonably be hired to a thirdparty due to the materials or equipment needing to be removed) and any subsequent cleaning of the vehicle.
4.11 Notwithstanding clauses 18.1 and 18.2, we may demand the return of the vehicle at any time.
4.12 If we believe you may not comply with any demand under clause 4.11 we may repossess the vehicle and terminate the master hire agreement (if applicable) and any booking without any liability for any loss or damage which you may sustain as a result of such demand and termination or repossession.
4.13 Where we demand the return of a vehicle pursuant to clause 4.11 due to:
4.13.1 Our desire to sell the vehicle; or
4.13.2 Any other reason and we elect to replace the vehicle, we will provide you with a replacement of the vehicle on a like-for-like basis.

5. Fuel

5.1 At off-hire you shall return the vehicle with a full fuel-tank. The fuel level will be recorded at the point you return the vehicle to our branch, or the point the vehicle is collected by us.
5.2 If you fail to comply with clause 5.1 you shall pay the cost of putting any additional fuel into the vehicle (such cost to be calculated at £1.95 + vat per litre).

6. Your general obligations

6.1 During the rental period you shall:
6.1.1 Keep the vehicle free from legal process or lien, fully protected and secured;
6.1.2 If applicable, register and pay for any days the vehicle will operate in the congestion zone in London or any other congestion zone which may apply in accordance with congestion charge law;
6.1.3 Check on a daily basis the engine oil level, water level in radiator, washers and wipers, lights, wheel nuts and brake fluid level, tread depth and inflation on all tyres;
6.1.4 Ensure the vehicle is driven using reasonable skill and care and in accordance with any applicable road use rules (including the Highway Code and other applicable laws);
6.1.5 Ensure that no smoking is carried out in the vehicle; and
6.1.6 If requested by us on reasonable notice make the vehicle available for inspection, service or repair work.
6.2 During the rental period you shall not use the vehicle:
6.2.1 For the carriage of passengers for hire and reward;
6.2.2 For any illegal purpose or in contravention of any regulations affecting the vehicle, its use or construction;
6.2.3 If the vehicle exceeds 3.5 tonnes gross vehicle weight unless you have obtained a valid Operator’s License in accordance with the Goods Vehicles (Licensing of Operators) Act 1995;
6.2.4 For any off-road or track driving, competitive racing or testing of any nature;
6.2.5 To propel or tow any other vehicle or trailer unless the vehicle is properly equipped to tow in which case
towage weights must be adhered to at all times. It is your responsibility to ensure any such towing is appropriate and undertaken with due skill and care to ensure no damage is caused to the vehicle or to the trailer being towed. We shall have no liability for the insurance of, or any damage to, any towed trailer howsoever caused; and
6.2.6 Outside of the United Kingdom without our prior written consent. There may be additional charges associated with use of the vehicle outside of the United Kingdom which will be confirmed on receipt of the request or pursuant to a booking.
6.3 You shall ensure the vehicle is not driven by any driver who does not hold a valid driving licence for the class of vehicle to which the vehicle belongs.
6.4 You shall not modify or alter the vehicle in any way without our prior written consent and you shall be liable for any and all costs incurred by us to reverse such modifications.
6.5 You shall notify us immediately if an insolvency event occurs in relation to you.
6.6 You shall not lend or hire out any vehicle without our prior written consent and you shall remain liable for any vehicle and be obliged to comply with these terms and the terms of any master hire agreement (if any) and to ensure the party to which you lend or hire out any vehicle comply with these terms and the terms of any master hire agreement (if any).

7. Routine maintenance

7.1 If during the rental period a service of the vehicle becomes due because either the date for service is in less than two (2) weeks or the vehicle mileage at which a service is required is within 1,000 miles (as notified to you by us or by a service light on the vehicle) you shall contact us to arrange a service of the Vehicle and make the Vehicle available for such service.
7.2 If you fail to contact us to arrange a service or fail to make the vehicle available for such service under clause 7.1. We reserve the right to recover any and all costs we incur which are caused by the failure to carry out the service at the time it was due.
7.3 In addition to the service requirements set out above each party shall be required to notify the other in relation to the additional maintenance elements set out below.

8. Damage, fault and theft

8.1 You shall promptly:
8.1.1 Inform us if any vehicle is damaged, a fault develops in any vehicle or a vehicle is otherwise lost or stolen and inform your insurance company;
8.1.2 Supply us with a police crime reference number if a vehicle is stolen or otherwise involved in a criminal act;
8.1.3 At our request:
a) Carry out all acts and things as may be reasonably required by us for the purpose of repairing or recovering the vehicle;
b) Enforce any rights or remedies against or obtain relief from other parties;
c) Deliver to us every document of any kind received by you relating to any claim involving the vehicle where an accident or theft has occurred;
d) Provide all assistance as is reasonably required by us in relation to the defence or investigation of any claim involving the vehicle where an accident or theft has occurred including not aiding or abetting any claim against us; and
e) Ensure all information you provide is accurate, complete and not misleading.
8.2 You shall be responsible for the charge for repairing any damage as set out in the pricing agreement and if no such pricing agreement is in place, as otherwise agreed in writing by us, and hereby authorise us to carry out any repairs without prior notice and invoice you for the same up to a maximum of £2,000 excluding VAT.
8.3 If the charge for repairing any damage exceeds £2,000 excluding VAT we will notify you (including providing a claim pack which includes all relevant information) and you shall have seven (7) days from the point of receipt of the notice to involve your insurers (if applicable) and give us approval to proceed before we commence repairs. If we do not receive a response with seven (7) days you will be deemed to have consented to the repairs and we will instruct repairs and invoice you for these costs.
8.4 We may, at our option, elect not to repair damage, but if we elect not to carry out such repairs at that time we reserve the right to charge you for the repair works that would otherwise be required and which we may carry out in the future, the charges for which are as set out in the pricing agreement and if no such
8.5 You acknowledge and agree that you:
8.5.1 Shall not without our prior consent incur any liability for repairs to the vehicle in excess of £25;
8.5.2 Shall not without our prior written approval engage any third party to carry out repairs on a vehicle which we have not approved in writing;
8.5.3 Are not our servant or agent for any purpose and shall not hold yourself out as such; and
8.5.4 Are not entitled to make any claim against us for loss of or damage to any property left stored or transported in or upon the vehicle.
8.6 Where applicable, the protection of data held in the vehicle’s tachograph is your sole responsibility and we shall not be liable in any way whatsoever if you have not taken the necessary steps to protect the data.
8.7 In accordance with clause 20, we may use any personal data collected using telematics devices to ascertain responsibility for the costs of any damage caused or contributed to by you.
8.8 If any act or omission or failure to comply with these terms or any master hire agreement (if applicable) by you causes or contributes to the
invalidation of the manufacturer’s warranty of the Vehicle you will be responsible for any and all costs incurred by us that are associated with this invalidation.

9. Loss of use

9.1 In addition to the charge for repairing any damage as set out in these terms or any master hire agreement (if applicable), you will also be liable to pay the rental charges for the period during which the vehicle is being repaired or the period between a vehicle being stolen and, if applicable, returned to us, to reflect the loss of use of the vehicle in accordance with clauses 4.7.1 and 4.7.2.
9.2 If you require a replacement vehicle from us during any period in which a vehicle is being repaired or the period during which a vehicle is stolen, you shall be responsible for the rental charges in respect of that replacement vehicle, in addition to the charges identified in clauses 4.7.1, 4.7.2, 8.2, 8.3, 8.4 and 9.1.

10. Fines, penalties and charges

10.1 At our sole discretion, where we are permitted to transfer nomination to you of any penalty charges that are notified to us by the relevant issuing authority (which shall include private parking companies) we will do so. Where we do not transfer nomination, we will pay any penalty charges that are notified to us by the relevant issuing authority (which shall include private parking companies) including parking fines, bus lane fines, fines relating to toll charges and charges under Congestion Charge Law.
10.2 We will invoice you and you will pay us for any fines we pay in accordance with clause 10.1 plus an additional administration charge as set out in any pricing agreement and if no such pricing agreement is in place as otherwise agreed in writing by us.
10.3 To the extent that we are notified of any penalty charges or other offences which require driver details we will supply your details to the issuing authority who will contact you directly in relation to the fine or notice. We will charge an administration fee in respect of the processing of these penalty charge notices as set out in any pricing agreement and if no such pricing agreement is in place as otherwise
agreed in writing by us.

11. Insurance

11.1 You shall ensure during the relevant rental period that:
11.1.1 All vehicles hired to you including any replacement vehicles are covered by a fully comprehensive insurance policy (the “policy”) for the rental period and until completion of the off-hire in accordance with clause 4.4;
11.1.2 You notify your insurers that you are neither the registered owner nor keeper of the vehicle;
11.1.3 The Vehicle is added to the Motor Insurance Bureau’s database;
11.1.4 You comply with the requirements of the policy and procure that any drivers you permit to use avehicle also comply with the terms of the policy;
11.1.5 Any driver using a vehicle(s) will hold and will not have been disqualified from holding or obtaining a driving licence valid for the relevant vehicle(s).
11.1.6 You will notify us in writing as soon as reasonably practicable of any change to your policy including but not limited to changes in terms, excesses or insurance company.
11.2 As soon as reasonably practicable after the date of this master hire agreement or if no master hire agreement has been entered into, as soon as reasonably practicable after the booking shall supply to us a copy of the relevant certificate of motor insurance covering the vehicle being hired and supply us with copies of the renewal certificates as appropriate. We shall not be under obligation to supply a vehicle to you unless and until we have received copies of the relevant certificates as applicable as soon as reasonably practicable after the relevant renewal date.
11.3 If your insurers fail to provide cover or grant an indemnity under the policy in respect of any claim made under the policy by you, a third party or any official organisation concerned in settlement procedures under the Road Traffic Act, in respect of any loss or damage to the vehicle or other parties’ costs, you shall be responsible for all such loss or damage notwithstanding the fact that your policy does not cover the loss or damage.

12. Payment

12.1 You shall pay to us in accordance with these terms or any master hire agreement (if applicable):
12.1.1 The rental charges;
12.1.2 Any additional charges; and
12.1.3 Any other amount due to us by you under these terms or any master hire agreement (if applicable), (together the “charges”).
12.2 If you have entered into a master hire agreement:
12.2.1 We shall issue invoices in respect of all charges incurred either every 28 days (if the rental exceeds 28 days) or on termination of the rental “The payment terms of 30 days from date of invoice”.
12.3 For avoidance of doubt, if we wish to vary the credit terms for payment during the life of the agreement, we will notify you of the revised payment terms that apply in writing (including email).
12.4 We shall have a right of set off against any amount due from you to us or any member of our group, any sum or sums which at the date of set off are due and owing to you from us or any member of our group.
12.5 Notwithstanding any agreed period of credit, if any invoice is overdue for payment the balance of the account becomes immediately due and payable.
12.6 All payments shall be made in pounds sterling.
12.7 Late Payment charges: Interest shall be applied at a rate of 5% over Bank of England Base Rate on any amounts not paid within the payment terms

13. Additional charges

13.1 If we attempt to deliver a vehicle to a location specified by you at the start of the rental period or attempt to collect a vehicle from you at the end of the rental period and you are not available to receive the vehicle or return the vehicle (as applicable) we reserve the right to charge you an aborted delivery/collection (as applicable) charge and for any rental charges for each rental day (or part day) on which you retain possession of the vehicle after the date we attempted to collect the vehicle at the end of the rental period, as set out in the pricing agreement
(if any) and if no such pricing agreement is in place, as otherwise agreed in writing by us.
13.2 If the actual mileage carried out by any vehicle is greater than the mileage identified in the booking request or set out in the pricing agreement (if any) we reserve the right to raise an invoice in respect to the difference between the actual mileage carried out by any vehicle and the mileage identified in the booking request or set out in the pricing agreement (if any), the cost of which will be calculated using the excess mileage rates specified in any pricing agreement (if any) and if no such pricing agreement is in place, as otherwise agreed in writing by us.
13.3 If the keys to any vehicle are lost by you, we may need to replace the full lock set in the vehicle for security reasons. In such circumstances, you will be responsible for the cost of doing so which may include an administration charge as set out in any pricing agreement and if no such pricing agreement is in place, as otherwise agreed in writing by us.
13.4 If we are required to attend an event relating to the vehicle (including if a misfuelling happens, a puncture occurs, a vehicle is damaged or an accident occurs) and are required to provide a replacement vehicle, or if we provide a replacement vehicle at your request where the vehicle has not suffered a mechanical failure caused or contributed to by you, we may charge you for doing so, as set out in the pricing
agreement and if no such pricing agreement is in place, as otherwise agreed in writing by us.
13.5 If any additional equipment has been requested this shall be specified in the booking request and you shall be responsible for paying the cost of the additional equipment as set out in any pricing agreement and if no such pricing agreement is in place, as otherwise agreed in writing by us.
13.6 If we agree that you can return a vehicle before the return date and the vehicle is subject to special terms we may charge you in respect of the early return in accordance with the booking as set out in any pricing agreement, and if no such pricing agreement is inplace, as otherwise agreed in writing by us.
13.7 If you are to use a vehicle outside the United Kingdom you will be required to pay the additional charge for such use notified to you by us on receipt of the booking request, as set out in any pricing agreement and if no such pricing agreement is in place, as otherwise agreed in writing by us.
13.8 If we agree the on-hire or off-hire of a vehicle outside of business hours you will be required to pay an additional charge as set out in the pricing agreement, and if no such pricing agreement is in place, as otherwise agreed in writing by us.
13.9 Where we repossess a vehicle at your request you will be required to pay an additional charge as set out in the pricing agreement, and if no such pricing agreement is in place, as otherwise agreed in writing by us.

14. Liability

14.1 Subject to the provisions of clauses 4.7 and 4.8 we shall not be liable to you and you shall not be liable to us for:
14.1.1 Any indirect, special or consequential loss of any nature whatsoever
14.1.2 Loss of profit, loss of anticipated savings or interest, loss of earnings, loss of margin, loss of use, loss of contract, loss of goodwill or loss of reputation.
14.2 We shall not be liable to you for any loss of or damage to property left stored or transported in or upon a vehicle.
14.3 Without prejudice to clause 10, you shall be liable (where applicable as “owner”) for any charges or fines incurred during the rental period due to your acts or omissions and agree to indemnify us against the consequences or any claims which may be made against us including:
14.3.1 Any parking, lighting, loading or unloading offence;
14.3.2 Any breach of the Vehicle Excise and Registration Act 1994;
14.3.3 Any excess charge incurred under the Road Traffic Regulation Act 1984;
14.3.4 Any charges made by any statutory or regulatory body as a result of seizure of the vehicle together with any loss of rental income arising whilst the vehicle is seized;
14.3.5 Any liability arising under congestion charge law;
14.3.6 Where applicable liability arising under any other regulation where liability is imposed on the owner;
14.3.7 Any breach of any road traffic related legislation.
14.4 Subject to clause 14.5 our total liability to you arising out of or in connection with:
14.4.1 A booking (if applicable) (whether such liability arises in contract, tort (including negligence) or otherwise) shall not exceed Twenty thousand pounds sterling (£20,000) per claim or series of related claims;
14.4.2 The supply of telematics services (if applicable) (whether such liability arises in contract, tort or negligence or otherwise) shall not exceed five hundred pounds sterling (£500) per claim or series of related claims; and
14.4.3 Notwithstanding clauses 14.4.1 and 14.4.2 our entire liability arising out of or in connection with any master hire agreement shall not exceed Fifty thousand pounds sterling (£50,000) for all claims in any twelve (12) month period.
14.5 Nothing in these terms or any master hire agreement (if applicable) shall operate to exclude or limit the liability or either party for:
14.5.1 Death or personal injury resulting from negligence;
14.5.2 Fraud or fraudulent misrepresentation; and
14.5.3 Any other liability which cannot, as a matter of law, be excluded.

15. Indemnity

Subject to clause 14.1, you shall indemnify us against all liabilities, damages or losses suffered or incurred by us due to:
15.1 A breach by you of these terms or master hire agreement (if applicable) howsoever caused;
15.2 Any act or omission by you;
15.3 The loss of or damage to any property of yours left stored or transported in or upon a vehicle; or
15.4 Any claims brought against us by any third party arising out of, or in connection with, this agreement.

16. Remedies

If a vehicle breaks down through no fault or yours, your exclusive and sole remedy shall be for us to repair or replace the vehicle at our option as soon as reasonably practicable.

17. Cancelling a booking

17.1 You may cancel any booking on or before the pick-up date.
17.2 Where you cancel any booking, you will not be charged in respect of that booking unless:
17.2.1 The vehicle was subject to special terms agreed with you and us which involved us incurring costs in relation to the vehicle before the pick-up date; or
17.2.2 We were en route to deliver the vehicle to you and notify you of this fact, in which case we may charge you in respect of the services we have performed in relation to the booking prior to cancellation.

18. Termination

18.1 Either party may terminate this master hire agreement (if applicable) or any booking immediately if an insolvency event occurs in relation to either party.
18.2 Either party may terminate this master hire agreement (if applicable) or a booking if the other party commits a material breach of such master hire agreement (if applicable) or booking and if capable of remedy, such breach is not remedied with thirty (30) days of the non-breaching party notifying the other of the breach. For the purposes of this clause 18.2, a failure by you to pay us in accordance with the terms of this master hire agreement (if applicable) or a booking shall be treated as not capable of remedy.
18.3 Upon termination of any master hire agreement (if applicable) or a booking you will immediately return any and all Vehicles to us or our duly authorised agent at such place as we may appoint.
18.4 Upon termination of:
18.4.1 A booking you will immediately return the vehicle or vehicles to which the booking relates to us; and
18.4.2 Any master hire agreement you shall immediately return all vehicles to us.
18.5 Termination of any master hire agreement (if applicable) or booking does not affect:
18.5.1 The rights or liabilities of the parties under this clause 18 (termination) or which have accrued on or before termination; and
18.5.2 The continuance in force of clauses 14 (liability), 19 (confidentiality) and 20 (data protection) which survive termination of this master agreement or any booking.

19. Confidentiality

19.1 We each undertake to the other that we shall not at any time disclose to any person any confidential information (including as to the level of charges paid for a vehicle) concerning the business, affairs, customers, clients or suppliers of the other, except as permitted by clause 19.2.
19.2 We may disclose the other’s confidential information:
19.2.1 To our employees, officers, representatives or advisers who need to know such information for the purposes of carrying out our obligations under this agreement. We shall each ensure that our employees, officers, representatives or advisers to whom we disclose the other’s confidential information comply with this clause 19; and
19.2.2 As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
19.3 Neither of us shall use the other’s confidential information for any purpose other than to perform our respective obligations under these terms or any master hire agreement (if applicable).

20. Data protection

20.1 General provisions
20.1.1 You shall ensure that any personal data that is disclosed to us in connection with these terms or master hire agreement (if applicable) is disclosed in compliance with data protection legislation so as to enable us to use such personal data in accordance with our privacy policy and these terms/master hire agreement.
20.1.2 Notwithstanding clause 14.1, you shall indemnify us against any liabilities, penalties, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with your processing of personal data collected via vehicle tracking technology or any breach of this clause 20.
20.1.3 We may use any personal data we obtain in connection with these terms or any master hire agreement (if applicable) for the purposes of: verifying identity; processing your vehicle rental or purchase; monitoring mileage; locating any vehicle in the event of repossession; anti-money laundering; insurance administration and claims and such other purposes as are set out in our privacy policy. We may also use personal data we receive in connection with these terms or any master hire agreement (if applicable) for marketing purposes in accordance with
any marketing preferences we have received.
20.1.4 We may share any personal data with other members of our group, insurers, law enforcement agencies, regulatory bodies, credit reference agencies, the DVLA and other third parties (which includes third parties we use to assist us with our marketing activities).
20.1.5 For further information on how we use personal data please see the Privacy Policy.

21. General

21.1 Except as may be otherwise agreed in writing with respect to a particular vehicles, these terms or any master hire agreement (if applicable) and the documents referred to in them constitute the entire agreement and understanding of you and us and supersede any previous agreement between us relating to the subject matter of these terms or any master hire agreement (if applicable) and any prior
promises, representations and misrepresentations (whether oral or written) relating to the subject matter of these terms or any master hire agreement (if applicable).
21.2 Nothing in this clause shall operate to limit or exclude any liability for fraud or fraudulent misrepresentation.
21.3 An amendment to these terms or any master hire agreement (if applicable) is ineffective unless it is in writing, expressly purports to amend these Terms or any master hire agreement (if applicable) and is executed by both you and us.
21.4 Neither party shall be in breach of a master hire agreement or a booking or liable for delay in performing, or failure to perform, any of its
obligations under a master hire agreement or booking if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been so delayed or failed to be performed. If the period of delay or non-performance continues for three (3) months the party not affected may terminate the applicable master hire agreement or a booking by giving thirty (30) days’ written notice
to the affected party.
21.5 Except as provided in these terms or any master hire agreement (if applicable), these terms or any master hire agreement (if applicable) do not create, confer or purport to confer any benefit or right enforceable by any person except you and us.
21.6 A member of our group may in its own right enforce the provisions of these terms or any master hire agreement (if applicable) in accordance with the Contracts (Right of Third Parties) Act 1999, except that we may rescind or vary these terms or any master hire agreement (if applicable) without the consent of any members of our group.
21.7 We shall each, at the request and cost of the other, execute all deeds and other documents and do all things that the other may require (acting reasonably) in order to give effect to the terms of these terms or any master hire agreement (if applicable).
21.8 Any notice to be given by either of us to the other under these terms or any master hire agreement (if applicable) must be in writing (which shall for this purpose include e-mail) and addressed to that other party at its registered office or principal place of business or such other address or electronic mail address as may have been notified for these purposes. Notices shall be delivered personally, sent by first
class post or by e-mail. A notice is deemed to have been received if sent by prepaid first class post, on the second working day after posting (excluding the day of posting). Any notice sent by e-mail will be effective only when actually received in readable form and service shall be deemed to be effected on the same day it is sent. In proving service of the notice, it shall be sufficient to show that delivery by hand was made,
that the envelope containing the notice was properly addressed and posted as a first class pre-paid letter or to prove that the e-mail was correctly addressed.
21.9 Any failure or neglect by either you or us to enforce any of the provisions of these terms or any master hire agreement (if applicable) shall not be construed nor deemed to be a waiver of that party’s rights and does not affect the validity of the whole or part of these terms or any master hire agreement (if applicable) nor prejudice that party’s rights; any waiver by either you or us of our respective rights under these terms or any master hire agreement (if applicable) does not operate as a waiver in respect of any subsequent breach.
21.10 If any provision of these terms or any master hire agreement (if applicable) is held to be illegal, invalid or unenforceable in whole or part, that provision shall to that extent be deemed not to form part of these terms or any master hire agreement (if applicable) and the legality, validity and enforceability of the remainder of these Terms or any master hire agreement (if applicable) shall be unaffected.
21.11 You shall not without our prior written consent assign, transfer, charge, dispose of, deal with or subcontract your rights or obligations under these terms or any master hire agreement (if applicable) provided that nothing in this clause shall operate to prevent you from hiring any vehicles to third parties. For the avoidance of doubt, you will remain liable to us under these terms or any master hire agreement (if applicable) in respect of the use of any vehicles by third parties as though such use were by you.
21.12 Nothing in these terms or any master hire agreement (if applicable) or any arrangement contemplated by it shall constitute either you or us as a partner, agent, fiduciary or employee of the other party.
21.13 These terms or any master hire agreement (if applicable) shall be governed by and construed in accordance with English law.
21.14 The courts of England and Wales shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with these terms or any master hire agreement (if applicable) and, for such purposes, you and we each irrevocably submit to the exclusive jurisdiction of the courts of England and Wales. You and we each irrevocably waive any
objection which we might at any time have to the courts referred to in this clause being nominated as a forum to hear, determine and settle any proceedings and agree not to claim that any such courts are not a convenient or appropriate forum.