MASTER VEHICLE HIRE AGREEMENT
1.1 Marginal Notes
The marginal notes are for ease of reference only and do not affect the construction of this Agreement.
In this Agreement the singular includes the plural and the plural the singular and the neuter the masculine or feminine as the context may require.
In this Agreement the following expressions have the meanings respectively assigned to them;
Means the mileage of the Vehicle recorded on the Vehicle odometer, at the end of, or at any time during, the Hire Period
Agility UK Limited (CRN 05191342) trading as Agility Fleet whose registered office is situate at Meridian House Saxon Business Park Stoke Prior Bromsgrove Worcestershire United Kingdom B60 4AD
This Master Hire Agreement and conditions incorporating all Documents
A director or an employee of the Customer appointed under the provisions of clause 2.13 who shall be authorised by a director of the Customer to negotiate and enter into agreements with Agility for Vehicles to be hired by the Customer under the terms of this Agreement.
The British Vehicle Rental and Leasing Association Fair Wear and Tear Guide for the Contract Hire Industry as from time to time published; or such alternative guide as Agility shall notify to the Customer.
Any report prepared by or on behalf of Agility at the end of, or at any time during the Hire Period following examination of the Vehicle, relating to its condition and mileage.
The mileage shown in the Vehicle Contract which the Vehicle will cover during the Hire Period and includes any mileage covered by a Relief Vehicle.
“Customer Satisfaction Note”
Any document signed by the Customer confirming receipt of the Vehicle and that the Vehicle is the correct specification, free from damage and fit for purpose.
The company, organisation, Authorised Representative or person (together with any Group Company) identified as such in the Agreement.
All or any of this Agreement, the Vehicle Hire Order, the Customer Satisfaction Note, the Maintenance Services Agreement, Condition Report or the New Vehicle Contract.
The date on which payment of any sum due under the Agreement is to be received by Agility.
The Early Termination of any Vehicle Contract before the expiry of the Hire Period for any reason.
Any mileage in excess of the Actual Mileage over the Contract Mileage which may be calculated on a pro rata basis at any time during the Hire Period.
“Excess Mileage Charge”
The Excess Mileage charged at the rate specified in the New Vehicle Contract.
Any other company which is either its subsidiary or holding company or any other subsidiary of such holding company (as defined by s.1159 of the Companies Act 2006).
The period specified in the New Vehicle Contract.
To indemnify, keep indemnified and hold harmless the indemnified party from and against all costs (including the costs of enforcement), expenses, liabilities (including any tax liability), injuries, direct, indirect or consequential loss (all three of which Hire Periods include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which the indemnified party incurs or suffers and “indemnity”, “indemnities” and “indemnifies” have a corresponding meaning.
The Initial Rental sum specified in the Agreement.
“Maintenance Services Agreement (MSA)”
This applies where the New Vehicle Contract so indicates any contract between Agility and the Customer for the provision of maintenance and other services as set out in the Second Appendix.
“Maintenance Service Charge”
All sums due to Agility from the Customer under the Maintenance Service Agreement as set out in the New Vehicle Contract.
“New Vehicle Contract”
A Contract, in the form of the First Appendix, which by signature by or on behalf of the parties shall form a separate Agreement for the Lease of each of the Vehicles described in such New Vehicle Contract subject to the terms of this Agreement.
All sums due to Agility as specified in the Agreement including any fees for the Maintenance Service Charge.
A temporary replacement Vehicle provided to the Customer in substitution for the Vehicle which may not be of the same age or type as the Vehicle specified in the Agreement.
When the cost of repairing the Vehicle would exceed the value of the Vehicle following such repair, or if the Vehicle is irreparably damaged, destroyed or lost from whatever cause.
Value Added Tax
A private passenger motor vehicle or commercial vehicle which is hired to the Customer and each and every part of it and includes all accessories, all new and replacement parts in or on the Vehicle, all additions to the Vehicle, the Vehicle’s registration number for the time being, the Road Fund Licence, the handbook and service records, the vehicle registration document and any MOT certificate and, where the context so requires, includes any Relief Vehicle.
“Vehicle Hire Order”
Any Vehicle order form completed and signed by the Authorised Representative of the Customer for each Vehicle giving the specification of the Vehicle and identifying any Maintenance Services to be provided.
1.4 Statutory Provisions
Any reference in this Agreement to a statutory provision shall be construed as a reference to that provision as from time to time amended or re-enacted.
2.0 CUSTOMER’S OBLIGATIONS
The Customer shall:
2.1.1 Pay the Initial Rental in advance of the Vehicle being delivered. The Initial Rental is not a deposit and is not refundable.
2.1.2 Pay by direct debit, without previous demand, the Rentals in accordance with the Hire Periods of the New Vehicle Contract.
2.1.3 Pay all other sums due under this Agreement at such times and in such manner as specified in the Agreement.
2.1.3 Pay in full all amounts due without any withholding or deduction except as may be required by Law and without any set off whatsoever.
2.1.4 Pay interest on sums payable hereunder which are not paid on the due date at Barclays Bank PLC Base Rate plus 8% on a day to day basis from the due date until the date of the payment.
2.1.5 Pay reasonable administration costs and expenses (including legal expenses) that Agility incurs as a result of the Customer’s failure to comply with any term of this Agreement.
2.1.6 Accept that time for payment for all sums owed by the Customer shall be an essential and material condition of this Agreement.
2.2.1 Use the Vehicle within the UK only for the purposes of its business and for social, domestic and pleasure purposes subject to clauses 2.2.2, 2.2.3, 2.2.4, 2.2.5, 2.2.6 2.2.7 and 3.0 below.
2.2.2 Not to use nor allow the Vehicle to be used for hire or reward, driving tuition, racing, pacemaking, speed trials or any sporting competitions.
2.2.3 Permit the Vehicle to be driven only by a person qualified to do so and holding a full driving licence and whilst holding all necessary current licences and permits in respect of the Vehicle and himself.
2.2.4 Not without the previous written consent of the Agility take, permit or allow the Vehicle to be taken outside the United Kingdom. Such consent will be conditional on the Customer providing evidence that the insurance arrangements for the use of the Vehicle outside the United Kingdom are equivalent to those specified in 4.0 below and shall include insurance for vehicle repatriation to the United Kingdom in the event of the Vehicle becoming unroadworthy. Subject to a reasonable administration charge Agility will provide a letter of authority to take the Vehicle out of the UK together with a VE103 certificate.
2.2.5 Not overload the Vehicle nor permit the Vehicle to be overloaded.
2.2.6 Not to use or permit the Vehicle to be used for the towing of caravans or trailers unless prior written consent has been given by Agility.
2.2.7 Ensure that the Vehicle is operated properly and safely and in accordance with all applicable laws and regulations (including, for the avoidance of doubt, the regulations covering the maintenance and usage of tyres contained in the Motor Vehicle (Construction and Use) Regulations 1986 and any other appropriate regulations and laws) and with manufacturer’s operating instructions handbooks service intervals and manuals by drivers who at all times hold valid and current driving licences in the appropriate classes
2.2.8 Ensure that the Vehicle complies with any recall notice issued by the manufacturer and at the Customer’s expense immediately arrange for such alterations or modifications to the Vehicle to be carried out as may be required by law or regulation which comes into effect at any time after the delivery of the Vehicle.
2.3.1 Not to alter Vehicle (except in the case of alterations or modifications which the Customer is liable to carry out under Clause 2.3.2 below), carry out any alteration or modification to the Vehicle nor alter (except by way of suitable replacement) any part or parts thereof (mechanical or otherwise), or any accessories without the prior written consent of the Agility.
2.3.2 Not deface the paint work, body or coachwork of the Vehicle nor add or apply any painting sign-writing lettering or advertising to or on the vehicle unless prior written consent has been given by Agility. Where such consent is granted, it shall be the responsibility of the Customer to make good all such applications prior to the end of the Hire Period.
2.3.3 If the vehicle shall become liable under any statutory enactment to be altered or modified, forthwith make the required alterations or modifications and shall be liable for such expenditure (and the Agility shall reimburse the Customer of any reasonable costs).
2.4 Repair and Service Vehicle
2.4.1 Whether or not the Customer has elected for a Maintenance Services Agreement, at its own cost
18.104.22.168 ensure any Vehicle is kept in good repair and condition (fair, wear and tear excepted) in accordance with the BVRLA Guide;
22.214.171.124 ensure that the full service history for the Vehicle is retained with the Vehicle;
126.96.36.199 in the case of routine maintenance deliver and collect the Vehicle to and from any maintenance or repairing agent; such agent to be approved by Agility in advance and to be a franchised dealer for the make of Vehicle;
188.8.131.52 pay for all fuel and lubricants for the proper running of the Vehicle (including, but not limited to any diesel fuel additives required) and ensure that sufficient anti-freeze of the recommended type is at all relevant times maintained in the radiator;
184.108.40.206 regularly check and adjust as necessary the radiator battery and engine fluids and all other fluid levels including tyre pressures and general tyre condition;
220.127.116.11 regularly clean the exterior interior and upholstery of the Vehicle;
18.104.22.168 pay for the costs of all works and repairs to the Vehicle howsoever caused which are not the responsibility of Agility under this Agreement;
22.214.171.124 replace any damaged windscreens or windows or any broken cracked or damaged lamps reflectors or light bulbs;
126.96.36.199 comply with Agility’s reasonable requirements from time to time with regard to the Vehicle;
2.4.2 Where the Customer has not elected for service and maintenance to be provided by Agility under the Maintenance Services Agreement and the Documents and Agreement state that the Vehicle is the subject of a non-maintained Vehicle Hire Contract, be responsible at their own expense for:-
- arranging planned regular service and maintenance (including materials, oil, grease and lubricants) in accordance with the manufacturer’s recommendation for the Vehicle from time to time or as may be indicated by the Vehicles own management system;
- all additional repairs and maintenance not covered by manufacturer’s warranty including engine overhauls or replacement and overhauls or major components and rectification of other mechanical defects;
- submitting the Vehicle for Department of Transport plating and testing as required by the relevant legislation and regulations thereunder, and ensure that at all times when it is required a Test Certificate pursuant to the relevant legislation is in force in relation to the Vehicle and not to use the Vehicle without such Certificate being in force.
- all replacement tyres including the spare tyre.
- any parts fitted to the Vehicle as a result of emergency roadside assistance
2.4.3 Where the Customer has opted for service and maintenance to be provided by Agility under the Maintenance Services Agreement and the Documents state that the Vehicle is subject of a ‘fully maintained’ Vehicle Hire Contract, receive the services as set out in the Second Appendix.
2.5 Permit Inspection
2.5.1 Hereby irrevocably licence Agility and/or its agents/authorised representatives to enter its premises on 48 hours’ notice to inspect and test the condition of the Vehicle, and any records or manuals forming part of the Vehicle during the Hire Period and also at any time without notice to take the Vehicle away if this Agreement is Early Terminated under the provisions of clause 7.1
2.6 Not to use Vehicle When Defective
2.6.1 Not permit the Vehicle to continue in use when un-roadworthy or defective or whilst failing to comply with any statutory provision.
2.7.1 The Hire Period shall commence on whichever is the earliest; the date the Customer takes possession of the Vehicle or the date which Agility deliver the Vehicle to the Customer’s premises or agreed delivery address;
2.7.2 Notify Agility of any incorrect specification on any Vehicle that does not comply with the New Vehicle Contract within 24 hours’ of receipt of the Vehicle. The Customer will be deemed to accept the Vehicle as delivered if the Customer fails to notify Agility of such incorrect specification;
2.7.3 By taking delivery accept that the vehicle comprised in the New Vehicle Contract was delivered “in good repair and satisfactory condition”
2.7.4 Pay any cancellation charges or other amounts whatsoever incurred by Agility subject to a minimum administration fee of £150 where, having submitted a Vehicle Hire Order, the Customer cancels an order for a Vehicle. This includes any charges made by supplying dealers to Agility.
2.8.1 Not to sell the Vehicle or part with the possession thereof and shall not assign mortgage pledge lend or otherwise deal with the Vehicle.
2.8.2 Forthwith notify Agility in writing if the Vehicle is seized under any distress, execution or other legal process.
2.8.3 Take all necessary steps at its own expense to retain and recover possession and control of the Vehicle if the Customer loses possession or control of it and pay any sum required to remove or redeem any lien on the Vehicle.
2.8.4 Not permit nor suffer any lien nor encumbrances to arise in respect of the Vehicle. Agility may (but shall not be obliged to) discharge any lien or encumbrance arising in respect of the Vehicle in which event the Customer will forthwith on demand repay the Agility any sum paid by the Agility to obtain such discharge. The Customer will also forthwith on demand pay any expenses which the Agility may have incurred in order to obtain such discharge together with a reasonable administration fee.
2.8.5 Not remove or alter any identification mark or serial number on the Vehicle or part thereof.
2.9 Notify Loss or Damage
Immediately notify Agility in writing within 24 hours:
2.9.1 Of any defect in the mechanical or bodily condition of the Vehicle which makes it un-roadworthy or fails to comply with any statutory provision
2.9.2 If the Vehicle (being a vehicle requiring the same) fails to display a valid Road Fund Licence and keep the Vehicle off the public highway until the Vehicle has one
2.9.3 In the event that the odometer on any Vehicle ceases to function properly or if the manufacturer’s seals on the odometer of any Vehicle are or have been interfered with
2.9.4 Of every major accident in which the Vehicle has been involved and also notify the Customer’s insurers of the details of the accident,
2.9.5 And the Customer’s insurers in writing in the event that the Vehicle is stolen.
2.9.6 Of any prosecution of the Customer or the driver of the Vehicle in which the condition of the Vehicle or failure to comply with the statutory provisions affecting the Vehicle is in question or which relates to any accident in which the Vehicle has been involved.
2.9.7 Of any matters of which the Agility must be aware in order to perform the Agility’s obligation under this Agreement.
2.9.8 Of any refusal of a Test Certificate applied for by the Customer pursuant to Clause 188.8.131.52 hereof and the reasons for such refusal as made known to the Customer.
2.10 Optional Services
2.10.1 Perform (where applicable) the Customer’s obligations under the Second Appendix.
2.11 Pay Fines
2.11.1 Promptly pay all fines and/or penalties arising from road traffic and parking offences and charges in connection with the use of the Vehicle whilst in the Customer’s possession and authorise Agility to release the Customer’s details to any relevant organisation in connection with any such road traffic and parking offences and charges;
2.11.2 Indemnify Agility against all fines penalties and liabilities, including legal fees, imposed on Agility or arising in respect of any non-compliance or contravention of any transport traffic or other law or regulation which occurs at any time during the period any Vehicle is hired to the Customer under this Agreement together with any cost or fee relating thereto incurred by Agility including (not limited to) payment to Agility of a reasonable administration charge in respect of every fixed penalty parking ticket, road traffic infringement notice and congestion charge notice in respect of the Vehicle received by Agility whether or not paid by Agility;
2.12 Authorised Representative
2.12.1 Upon or before the signing of this Agreement ensure a director, partner or other suitably authorised employee of the Customer notifies Agility of the name of the Authorised Representative, and such a suitably authorised employee shall also notify Agility of any changes to the Authorised Representative during the lifetime of this Agreement.
2.13 Return of Vehicle
2.13.1 At the expiry of the Hire Period or earlier termination of the hire make the Vehicle available for collection by Agility or its agent at an address agreed by Agility which will usually be the original delivery address. Should the Customer require collection from a different address this may be subject to an additional charge. If the Vehicle is not available for collection for any reason at the time and place agreed or is unroadworthy, Agility may charge the Customer an abortive collection fee.
2.13.2 With the full service history duly stamped for the Vehicle. If the full service history for the Vehicle is not returned then the Customer will pay to Agility such sum as Agility determines is required to compensate Agility for the reduction in the re-sale value of the Vehicle arising as a result of Agility selling it without a full service history up to a maximum of six months’ Rental. The service history must contain a stamped log of all services which were performed on time.
2.13.3 With a minimum of 2mm of tread remaining on all the tyres and shall comply with statutory requirements on tyre safety and be of a premium brand as agreed by Agility
2.13.4 With the tool kit, spare wheel, security keys and other accessories that were in or on the Vehicle at the commencement of hire
2.13.5 With a current MOT Certificate if applicable
2.13.6 With the Vehicle Excise Licence Duty disc
2.13.7 In good repair and condition (fair wear and tear excepted in accordance with the BVRLA Guide).
184.108.40.206 If in accordance with the Condition Report, the Vehicle is not returned in good repair and condition the Customer will pay such sum as Agility determines is required to reinstate the Vehicle to good repair and condition consistent with the BVRLA Guide
220.127.116.11 Agility will advise the Customer in writing of all intended reinstatement charges as soon as possible after the return of the Vehicle and will allow 3 days for consideration by the Customer before charging any sum due under clause 2.13 which will be payable by the Customer on demand. Should the Customer advise Agility within the 3 days that they dispute the charges, Agility will hold the Vehicle for a further 5 days for inspection by the Customer before charging any sum due under clause 2.13 which will be payable by the Customer on demand. If the dispute is still unresolved after the inspection period then a charge equivalent to the monthly rental of the Vehicle will be made until the dispute is resolved in accordance with clause 11.3 of this Agreement.
2.13.8 Remove all personal data from the Vehicle’s in car entertainment, telephone and satellite navigation systems.
2.14 Excess Mileage
2.14.1 Should, at any time during the Hire Period, the Actual Mileage travelled by the Vehicle be in excess of the Contract Mileage up to that time (being the Contract Mileage specified in the New Vehicle Contract but reduced proportionately according to the Hire Period then unexpired) by more than 20%:
18.104.22.168 pay Agility immediately on demand the Excess Mileage Charge calculated in accordance with the THIRD APPENDIX of this Agreement; or
22.214.171.124 agree to pay an amended Rental for the remainder of the Hire Period, such amendment being of an amount which Agility at its absolute discretion considers appropriate to take account of the Excess Mileage being travelled.
126.96.36.199 any alteration in the amount of Rental payable or other payment required to be paid by the Customer by reason of the provisions of this clause 2.14 will not entitle the Customer to terminate this Agreement of any New Vehicle Schedule.
2.14.2 Pay any Excess Mileage Charge due in accordance with the THIRD APPENDIX of this Agreement;
2.15.1 Keep, at all times, accurate records of the driver of each Vehicle. Upon reasonable request by Agility the Customer must provide driver details to Agility within 3 working days.
2.16 Manufacturer, Dealer and Supplier Terms
2.16.1 Advise Agility of any rebates or discounts that the Customer has agreed with vehicle manufacturers or suppliers and provide Agility with copies of the agreement so that the Rental or other charges that the Customer is liable to pay can include the rebates or discounts.
2.16.2 If a copy of an agreement with a vehicle manufacturer or supplier is not provided, Agility may amend the Rental to reflect the amount that Agility purchases the vehicles that it supplies to the Customer for.
3.0 AGILITY’S OBLIGATIONS
Agility shall, subject to the Customer promptly paying all monies when due under this Agreement and fulfilling all its other obligations under this Agreement:
3.1 Vehicle Excise Licence
3.1.1 At its own expense provide the Customer with any Road Fund Licence required for a Vehicle provided that in the event of any increase in the rate of duty during the Hire Period the Customer shall pay Agility on demand the amount of such increase or should Agility be unable to renew the Road Fund Licence due to any failure by the Customer to provide information or paperwork relevant to the renewal, any penalty or excess charges incurred will be payable by the Customer
3.1.2 If a Customer requests a replacement/duplicate Road Fund Licence disk this will be subject to a reasonable administration charge.
3.2 Optional Services
3.2.1 Comply with its obligations under the Maintenance Services Agreement contained in the Second Appendix where a Customer has opted for such on any Vehicles as shown on the New Vehicle Contract subject to the Customer not being in breach of clause 7.1
3.2.2 Be entitled to arrange for any of its obligations under the SECOND APPENDIX to this Agreement to be carried out by such person or persons as it shall decide.
3.3 Emergency Roadside Assistance
3.3.1 Where the New Vehicle Contract shows that breakdown cover is included, provide membership of a breakdown scheme for the duration of the New Vehicle Contract in the UK
3.4.1 Agree to hire and the Customer agrees to take on hire each Vehicle specified in the Documents on the terms of this Agreement and at its sole discretion Agility may withdraw any Vehicle and substitute another Vehicle of similar make, type and age.
3.5.1 The time of delivery of the Vehicle will not be an essential and material condition of this Agreement but Agility will use all reasonable endeavours to ensure that the Vehicle hired by the Customer is delivered to the Customer’s premises or agreed delivery address. Agility shall not be liable for any delay in delivery of the Vehicle or any accessories outside Agility’s control.
3.6 Return of Vehicle
3.6.1 At the end of the Hire Period arrange for a Condition Report to be completed for the Vehicle upon return to Agility’s remarketing centre(s)
4.1. As between the Customer and Agility the risk in relation to the Vehicle shall at all times remain with the Customer and it is further agreed that Agility shall not be liable for any damages, loss, charges or expenses arising out of or as a consequence of any accident involving the Vehicle.
4.2 Unless previously agreed in writing with Agility the Customer shall ensure that the Vehicle is insured by an insurer approved by Agility at all times to cover the use of the Vehicle as provided for in Clause 2.2, from the initial delivery of the Vehicle to the Customer until its return to Agility or its Agents.
4.2.1 Such insurance must be fully comprehensive to the full retail replacement value of the Vehicle. The Customer shall duly and punctually pay all premiums necessary for such insurance, and produce every such policy receipt for premiums and certificate of insurance to Agility at any time on demand.
4.2.2 The Customer must ensure that the insurance information relating to the Vehicle is entered on the Motor Insurance Database (MID), as managed by the Motor Insurers’ Bureau (MIB) within 21 days of accepting delivery of the vehicle and provide such proof of the entry on the MID to Agility at any time on demand.
4.3 Agility provides GAP insurance upon request to cover any shortfall between the retail valuation and the payment made by any insurer.
4.4 The Customer hereby indemnifies Agility in respect of any loss or damage arising out of the use of the Vehicle either by limitation of the insurance policy or by reason of any act by the Customer which renders such insurance void.
4.5 The Customer will supply details of insurance of the Vehicle to Agility and inform the insurers that Agility is the lessor of the Vehicle and instruct the issuers to note Agility’s name and interest in the policy.
4.6 Any loss or damage to the Vehicle of a material nature shall be reported forthwith to Agility in writing with a copy of the repair estimate. The Customer shall be responsible for compensating Agility for any loss or damage to the Vehicle whether covered by insurance or not.
4.7 Agility shall be entitled to require any insurance monies to be payable to Agility (and in the meantime shall be held on trust for Agility. The Customer hereby indemnifies Agility against the Customer’s breach of this clause 4.
5.0 INSURANCE CLAIMS
5.1 Where any event or accident occurs which is a risk covered by the Customer’s insurance hereunder the Customer will:
5.1.1 Immediately notify Agility thereof where repairs to the vehicle will exceed £1,500 in value;
5.1.2 Not agree settle or compromise any claim without the written consent of Agility;
5.1.3 Allow Agility to take over the conduct of negotiations (except in relation to claims of the Customer for personal injuries loss of use of the Vehicle or loss or damage to the property of the Customer unconnected with the Vehicle) in agreement, settlement, or compromise of insurance claims;
5.1.4 At the expense of the Customer take such proceedings as are necessary (in the sole name of the Customer) holding all sums recovered by the Customer under its policy of insurance on trust for Agility and paying or applying the same as Agility directs.
5.2 If any Vehicle is declared a Total Loss the hire thereof and this Agreement will continue as to payment of Rentals and Maintenance Service Charges under this Agreement until the proceeds of insurance are received by Agility whereupon this the New Vehicle Contract will terminate and Agility in addition to its entitlement under Clause 5 will apply any proceeds of insurance received in or towards payment to Agility of the sum necessary to compensate Agility for any loss including but not limited to any loss of profit suffered as a result of the loss of that Vehicle. Any pro-rata Excess Mileage Charge will be calculated after the insurance settlement is received and will be invoiced subsequently for payment in the normal manner.
5.3 Agility will have the right itself at the cost of the Customer to repair or have repaired any Vehicle which is the subject of damage by accident, collision impact, theft, vandalism or negligence but if Agility does not choose to do so the Customer will be liable to reinstate or repair at its own expense (but subject to any insurance proceeds) a Vehicle which has not become a Total Loss and will continue to pay Rentals and Service Charges in respect of such Vehicle during such reinstatement or repair.
5.4 The Customer will be liable to pay to Agility any amount deducted by the insurers by way of excess or in respect of damage caused to the Vehicle prior to the date of Total Loss and will indemnify Agility against all and any loss suffered by it in consequence of the Early Termination of the Vehicle Contract.
6.0 GENERAL LIABILITY
6.1 Agility agrees that upon request it will at the cost and expense of the Customer assign, to the extent possible, to the Customer the benefit of all implied warranties granted in favour of the Agility by the supplier or manufacturer or any third party. Agility further agrees to use its professional skills to bring to a satisfactory resolution any dispute between the Customer and the vehicle Supplier or Manufacturer.
6.2 The Customer will be solely responsible for and indemnify Agility against any accident or other occurrence including the Vehicle (other than death or personal injury resulting from the negligence of Agility its employees or agents).
6.3 The Customer acknowledges that it has chosen the Vehicle in its absolute discretion and having regard to its intended use and suitability for purposes Agility does not hire the Vehicle subject to any representation condition or warranty express, implied or statutory in connection with the quality, fitness for purpose or otherwise of the Vehicle and any representations conditions and warranties are hereby expressly excluded in so far as permitted by law.
6.4 The Customer will be solely responsible for and will indemnify Agility in respect of a direct or indirect breach or negligent performance or failure in performance by the Customer of the terms of this Agreement.
6.5 In no circumstances will Agility be liable to the Customer of any loss of profit or revenue or any indirect economic or consequential loss.
6.6 If Agility is in breach of Clauses 3.1 3.4 and 3.5 in relation to a Vehicle, then Agility will as the Customer’s sole remedy for such breach provide a replacement vehicle of similar make and model to that of the original Vehicle until such time as the breach is remedied.
6.7 The Customer acknowledges that no person (including any supplier) not actually employed by Agility is or is deemed to be the Agent of Agility or entitled to make any representation or warranty binding on Agility.
6.8 Except where the Customer deals as a Consumer (within the meaning of Section 12 of the Unfair Contract Terms Act 1977) the Vehicles hired under this Agreement are hired without the benefit of those terms implied by sections 8, 9 and 10 of the Supply of Goods and Services Act 1982 which terms (except where the Customer deals as a consumer defined as before) expressly excluded.
6.9 In the case of property damage resulting from Agility’s negligence Agility’s liability for such damage is limited to £5 million (five million pounds) for any one event or connecting series of events
6.10 Nothing in this Agreement shall limit or exclude Agility’s liability for death or personal injury as a result of Agility’s negligence
7.0 DEFAULT, TERMINATION AND EARLY TERMINATION
It is a condition of the hiring under the Agreement and the Documents that none of the following events should occur:-
7.1.1 the Customer fails to pay any Rental on the Due Date or any sum due under the terms of the Agreement or Documents within 3 days of its being due and payable or if the Customer repeats such breach;
7.1.2 the Customer not observing or performing any other terms of this Agreement and or Documents where the breach in question continues unremedied for 7 days after written notice of it has been given to the Customer or if the Customer repeats such breach;
7.1.3 the failure of the Customer to do or the Customer allowing to be done any act or thing which in Agility’s opinion may materially jeopardise any of its rights in relation to the Vehicles or any of them;
7.1.4 any statement, representation or warranty which induced Agility to enter into this Agreement or any Documents or which is made in this Agreement or in the Documents or any certificate, statement or notice which delivered or made pursuant to this Agreement being in any respect which Agility thinks material, being incorrect when made;
7.1.5 any process of execution, diligence, sequestration or distress being levied on or sued out against the Vehicles or any of them or any property of the Customer or any Group Company of the Customer not being discharged within 7 days;
7.1.6 an order being made or a resolution being passed for winding up (not being a member’s voluntary winding up under a Scheme of Amalgamation or Reconstruction first approved by Agility) of the Customer or any other Group Company of the Customer;
7.1.6 the Customer or any other Group Company of the Customer receiving a dissolution order;
7.1.7 the Customer or any Group Company of the Customer convening a meeting to consider, or making, a composition or arrangement or assignment for the benefit of creditors;
7.1.8 an application to the Court being made for an Administration Order against the Customer or any Group Company of the Customer, or an encumbrance taking possession of or an administrator receiver, or liquidator being appointed over all or any assets or undertaking of the Customer or any Group Company of the Customer, or a mortgagee or charger taking steps to enforce a security constituted by a mortgage or charge created by the Customer or any Group Company of the Customer which has become enforceable;
7.1.9 the Customer or a Group Company of the Customer not meeting its obligations under a guarantee or indemnity when called upon to do so;
7.1.10 where the Customer undergoes a change in ownership of more than 50% of its shares or a change in its control in favour of any person (whether corporate or individual) at any time during this Agreement;
7.1.11 whether by one transaction or a series of transactions, whether related or not, a Customer or a Group Company of the Customer stopping or threatening to stop carrying on all or a substantial part of its business or, save for disposals of trading stock in the ordinary or normal course of business, disposing or threatening to dispose of all or a substantial part of its undertakings or assets, save to one or more other Group Companies of the Customer;
7.1.12 the Customer contravening any authorisation or approval obtained by it in connection with this Agreement or any Documents or such an authorisation or approval being withdrawn for any reason;
7.1.13 the Customer is unable to pay its debts as they fall due;
7.1.15 the Customer, being a partnership, is dissolved;
7.1.16 the Vehicle becomes a Total Loss (but only in respect of the Vehicle which is declared such);
7.1.17 any of the foregoing events occur in relation to any person, company or firm who has given security (whether by guarantee or otherwise) to Agility in respect of the Customer’s obligations under the Agreement.
7.2 If any of the events set out in clause 7.1 occurs Agility may terminate the hiring of all or any of the Vehicles immediately on written notice.
7.3 Termination or Early Termination
7.3.1 On Termination or Early termination of the hiring in accordance with clause 7.2 the Customer must immediately pay to Agility:-
7.3.2 all Rentals and any other sums already due and payable under this Agreement and Documents and accrued interest on them;
7.3.3 all costs incurred in repossessing, insuring, selling, storing and repairing the Vehicles or any of them and in terminating or redeploying any fixed rate borrowing or interest exchange or hedging arrangements;
7.3.4 all costs incurred in ensuring that all the Vehicles meet the conditions on return outlined in clause 2.13.
7.3.5 by way of agreed compensation and/or liquidated damages for breach of this Agreement an amount equal to the total monthly Rental specified in the New Vehicle Schedule in respect of the unexpired Hire Period from the date of such termination less a discount of 3% to be calculated at the date of termination
7.3.6 excess Mileage Charges (if any) in accordance with the THIRD APPENDIX of this Agreement;
7.3.7 all proceeds of the Customer’s insurance in accordance with Clause 4;
7.3.8 the cost of all repairs required as at the date of Termination or Early Termination; and
7.3.9 any other sums which are to become due to Agility hereunder or to which Agility is entitled by way of damages
7.4 Agility reserves its rights and remedies in law for breach and may enforce such rights and remedies either separately or in conjunction with the provisions of this Agreement.
7.5 If Agility terminates the Hire of one or more Vehicles but not the Agreement, the provisions of clause 7.3 shall apply, but limited to the Vehicles the hire of which is terminated.
7.6 On termination of the hire for any reason the Customer will no longer be in possession of the Vehicle with Agility’s consent and (unless otherwise agreed with Agility) will make the Vehicle available for collection by Agility immediately upon termination at such place within the United Kingdom as approved by Agility.
7.7 If the Customer does not comply with sub-clause 7.6 Agility UK may at any time after such termination without notice retake possession of the Vehicle and for such purpose enter upon the premises belonging to or in the occupation or control of the Customer and the Customer will indemnify Agility against such retaking of possession or in ascertaining the whereabouts of the Vehicle and/or the Customer. Where Agility collects or arranges for a third party to collect any Vehicle Agility may charge the Customer for such collection.
7.8 If on termination of the hire howsoever or whenever occasioned, including Early Termination and/or expiry of the Hire Period, the Vehicle is not for any reason returned to Agility the Customer will continue to pay a monthly Rentals in respect of each month (or part of a month) from the date of termination until such time as the Vehicle is actually returned to Agility
7.9 The Customer may, subject to the agreement of Agility, early terminate the hire of a Vehicle before the end of its Hire Period by giving Agility one month’s written notice of the date the Vehicle will be available for collection by Agility or its agent. The Hire Period will terminate on the date Agility take possession of the Vehicle.
7.9.1 On termination of the Vehicle the Customer must immediately pay to Agility:
188.8.131.52 By way of agreed compensation and/or liquidated damages for breach of this Agreement an amount equal to the total monthly Rental specified in the New Vehicle Schedule in respect of the unexpired Hire Period from the date of such termination less a discount of 50% to be calculated at the date of termination
184.108.40.206 Any other amounts payable pursuant to clause 7.3 of this Agreement
7.9.3 If the Customer terminates the hiring of a Vehicle within 12 months of the commencement of the Hire Period then the Customer must immediately pay to Agility
220.127.116.11 By way of agreed compensation and/or liquidated damages for breach of this Agreement an amount equal to the total monthly Rental specified in the New Vehicle Schedule in respect of the unexpired Hire Period from the date of such termination less a discount of 3% to be calculated at the date of termination
18.104.22.168 Any other amounts payable pursuant to clause 7.3 of this Agreement
7.9.4 The Customer will not be entitled to a refund of any Rental the Customer has paid before it was due even if this Rental covers a period after the hire of the Vehicle ends
8.0 EXTENSION PERIOD
8.1 At the request of the Customer, Agility may, at its sole discretion, agree to extend the Hire Period of any Vehicle on the same terms and conditions contained in this Agreement at a rental and for a period of time to be agreed prior to the start of extension.
8.2 In the absence of any agreement to extend the hiring beyond the Hire Period then the hiring will continue on the terms set out in the Agreement and the New Vehicle Schedule relating to the Vehicle and the Customer will pay a Rental calculated on a daily basis during such continuation period. Agility may terminate such continuation of hire at any time.
9.1 All sums due under the Documents are subject to VAT at the prevailing rate.
9.2 The Customer agrees that the Finance Rental as specified in the New Vehicle Contract has been calculated on the assumption that:
9.2.1 the rate of the corporation tax and dates for payment of that tax and the rate of capital allowances in each of Agility’s accounting periods falling throughout the Hire Period are those in force at the contract start date as shown in the New Vehicle Contract (or, where such rates are set retrospectively those in force in a fiscal year last ended prior to the date of the New Vehicle Contract);
9.2.2 the Vehicle will be used for any statutory defined qualifying purpose to enable Agility to obtain any available capital allowances in respect of the cost of purchasing the Vehicle;
9.2.3 the rate of VAT applicable to the sale of the Vehicle at the end of the Hire Period is that rate in force of at the start of the New Vehicle Contract for that Vehicle; and
9.2.4 if after the date thereof for any reason these assumptions are not fulfilled then the Customer will, if required by Agility to do so and notwithstanding any prior expiration of the Hire Period, pay such additional Rental or Rentals as will enable Agility to maintain the after tax rate of return it would have received had the assumptions have been fulfilled on this transaction in respect of the whole of the currency of this Agreement. Notice and a calculation by Agility of any additional Rental payable by the Customer to Agility shall, in the absence of manifest error, be conclusive and binding on the Customer. If payments fail to be made after the expiration of the Hire Period it will be paid by the Customer by the way of a single payment of Rental thirty days after receipt of an Agility invoice in respect of such amount.
9.3 For the purposes of UK tax the Customer is not entitled to claim capital allowances for the Vehicle(s)
9.4 The tax and accounting treatment adopted by the Customer for all payments made by the Customer under this Agreement and Documents is the Customer’s own responsibility.
10.0 USE Of DATA
10.1 The Customer agrees that Agility may hold and process by computer or otherwise any information obtained about the Customer in connection with this Agreement and any other applications the Customer has made to, and any agreement the Customer may have with Agility.
10.2 Agility may also disclose information about the Customer in connection with this Agreement to its agents, advisers and any person to whom Agility assigns its rights under this Agreement. Agility may also disclose information about the Customer to persons that will provide the Maintenance Services and other services in connection with the Vehicle on behalf of Agility.
10.3 Agility will not otherwise disclose this information, except to the extent that it is required or permitted to do so by law, and for fraud prevention purposes, and to a licensed credit reference agency to help Agility and others make credit decisions.
10.4 Agility and the Customer must control all personal information relating to this Agreement in accordance with the Data Protection Act 1998.
11.1 This Agreement contains all the terms which the parties have agreed in relation to the subject matter of this Agreement and supersedes any prior written or oral agreements, representations or understandings between the parties.
11.2 The Customer acknowledges that in entering into this Agreement Agility may be acting as agent on behalf of a third party principal in respect of financial obligations but as principal in respect of maintenance.
11.3 Agility reserves the right to adjust the Rental to reflect any price increase/decrease which the manufacturer may impose between the Vehicle Hire Order or the New Vehicle Contract and the supply or delivery of the Vehicle, giving the Customer reasonable notice to such effect
11.4 The Vehicle Registration Document (V5) and any MOT or like certificate in respect of the Vehicle will remain in the possession of Agility but will be made available for inspection if required by any competent authority.
11.5 Title to the Vehicle will at no pass to the Customer. The Customer will have no rights to the Vehicle other then as hirer and the Customer will not do or permit or cause to be done any matter or thing whereby the rights of Agility in respect of the Vehicle are or may be prejudicially affected.
11.6 Title to any additions or replacements made to the Vehicle shall (unless otherwise specified in writing by Agility) immediately vest in Agility, or such other party for which Agility is acting as agent. Agility may require the Customer to restore the Vehicle to the condition it was in immediately before such alterations were made.
11.7 Agility will be entitled to arrange for any of its obligations under this Agreement or any Documents to be carried out by such person or persons as it decides.
11.8 No failure or delay by Agility to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy
11.9 No right or remedy herein conferred upon or reserved to Agility is exclusive of any other right or remedy herein or by law or equity provided or permitted but each will be cumulative of every other right or remedy given hereunder or now or hereafter existing and may be enforced concurrently therewith or from time to time
11.10 Any notice required under this Agreement will be properly served if in writing and sent by fax or Email or prepaid letter post or delivery by hand to the, in the case of Agility, Agility’s address stated in this Agreement and for Emails email@example.com. In the case of the Customer, the Customer’s address stated in the New Vehicle Contract and an Email address as agreed by the parties. Notice will be effective at the time of receipt if sent by fax or Email, 48 hours after posting if sent by prepaid letter post, and at the time of delivery if delivered by hand.
11.11 All payments to be made by the Customer to Agility under this Agreement will be made in full without any set-off, restriction or condition and without any deduction or withholding for or on account of any counterclaim unless the Customer is required by law to make any such deduction or withholding
11.12 Agility and the Customer do not intend that any of its terms or the terms of this Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any persons not a party to it. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
11.13 If any dispute arises between the Parties in relation to any of the provisions of this Agreement relating to the amount of any charges to be paid or the condition of any Vehicle, such dispute shall be determined on application by either party, by the BVRLA, which shall act as an expert and not as an arbitrator and make such determination within 28 days of its appointment and its determination shall be final and binding on the Parties. Its fees shall be paid as it may direct or in the absence of any direction equally by the Parties
11.14 The Customer agrees to provide Agility with such financial information concerning the Customer’s financial position as Agility may reasonably request.
11.15 Agility may at any time assign the benefit or delegate the burden of this Agreement or otherwise sub-contract, mortgage, charge or otherwise transfer or hold on trust any or all of its rights and obligations under this Agreement. The Customer may not assign the benefit or delegate the burden of this Agreement on trust for any other person.
11.16 These Conditions may only be varied or amended in writing and signed by the parties or their authorised representatives specifically referring to this clause and stating that this Agreement are varied in the manner specified.
11.17 The formation, existence, construction, performance, validity and all aspects whatsoever of this Agreement or of any term of this Agreement will be governed by the law of England and Wales.
11.18 The Customer irrevocably submits to the non-exclusive jurisdiction of the English Courts
MAINTENANCE SERVICES AGREEMENT
1. Services Agreement
This Second Appendix of this Agreement automatically applies except if the Customer has indicated in the Documents that Maintenance Services are not required from Agility.
2.1 This Maintenance Services Agreement incorporates all definitions and meaning contained in the Agility Master Hire Agreement
2.2 This Maintenance Services Agreement is subject to the terms and conditions contained in the Agility Master Hire Agreement in force from time to time
3.1 Where Customer has opted for the provision of Maintenance Services and such provision is specified in the Documents for the Vehicle, Agility shall be responsible for the following except as stated in clause 3.2:-
3.1.1 the costs of servicing and routine maintenance required in accordance with manufacturers laid down service schedules having regard to mileage and time intervals. Agility will not be responsible for the maintenance of any accessories fitted without the express authorisation of Agility;
3.1.2 the costs of all additional repairs, replacements and maintenance not covered by manufacturers’ warranty except where such repair or replacement is necessitated by any accident or by any negligent use or abuse of the Vehicle or in respect of any modification or alteration to it;
3.1.3 the cost of any necessary repairs or replacements and preparations for MOT testing
3.1.4 the cost of all replacement tyres necessary as a result of fair wear and tear or faulty manufacture but not for punctures. If there is tyre damage necessitating replacement due to accident or negligence, misuse or abuse, the Customer shall pay Agility the cost of replacement tyres and fitting charges less any allowance agreed by Agility for betterment.
3.1.5 24 hour emergency roadside assistance throughout the United Kingdom provided by the RAC (or similar organisation) including recovery, at home and assured mobility provisions.
3.2 Agility shall at no time be responsible for:-
3.2.1 any exceptional costs related to the operation of the Vehicle (i.e. costs not attributable to fair wear and tear);
3.2.2 any loss of business incurred by the Customer as a result of the Vehicle being unusable for any reason; or
3.2.3 the costs of collection and delivery charges in connection with any service, maintenance or repairs required to be carried out on the Vehicle.
3.3 If the Customer has requested the provision of a Relief Vehicle in a Document this will be on the following terms and conditions:-
3.3.1 Breakdown relief (except where caused by way of the Customer’s negligence, error or misuse) if a Vehicle is immobilised due to mechanical failure and Agility is advised by the maintenance provider that the Vehicle cannot be repaired within 48 hours. Agility will provide a relief Vehicle as soon as is practical within that period but with the exception of weekends and Bank Holidays. The first 48 hours after the hire Vehicle becomes unroadworthy are excluded from this provision.
3.3.2 Accident relief Vehicle is provided if the Vehicle is immobilised through accident, damage, vandalism, fire or theft and cannot be repaired within 48 hours. The relief Vehicle will be issued as soon as is practical after 48 hours but with the exception of weekends and Bank Holidays and for a maximum of 14 days per incident.
3.4 If the Customer has requested 24 Hour Accident Management Service this will be provided throughout the UK including Vehicle recovery, repair management, claims handling and uninsured loss recovery.
3.5 The Customer is responsible for the cost of such maintenance, repairs and other services as are excluded from the services set out in this agreement and the Master Hire Agreement.
3.6 The Customer is responsible for:-
3.6.1 Fuel, topping up oils, fluids and additives between services and to ensure that coolant anti-freeze levels are correct.
3.6.2 Damage and deficiencies to body and paintwork, glass, interior and exterior trim, or wheels and tyres or maintenance or repair work caused by accident, fire, theft or vandalism or through the Customer’s negligence or abuse.
3.6.3 The reinstatement of safety devises such as airbags and seat belt restraint mechanisms following their activation.
3.6.4 producing the Vehicle to Agility or its agents as and when necessary to enable all maintenance and repairs for which Agility is responsible to be carried out by Agility;
3.6.5 The repair or replacement of any mechanical or electrical component (other than when required through fair wear and tear) including reinstatement of damage to Vehicles caused through the use of incorrect fuels or failure to comply with the manufacturer’s instruction booklets;
3.6.6 Any services where the Vehicle is being operated by the Customer outside the mainland of the United Kingdom. Agility will reimburse the Customer subject to the amount of reimbursement not exceeding the equivalent cost of repair if such repairs had been carried out on the United Kingdom mainland, for any necessary and reasonable repair costs that the Customer may incur provided that the Customer has obtained the prior written permission of Agility to take the Vehicle outside of the United Kingdom as required by clause 2.2.4. The Customer must in such instances provide a detailed receipted invoice translated into English;
3.7 The Customer will be responsible for any charges arising due to the lost warranty contribution from the manufacturer where the reason for the loss is due to the Customer.
3.8 Should the Customer cancel the direct debit or default on any payment Agility shall be entitled to stop providing any Maintenance Services on any Vehicle supplied to the Customer
1.1 Agility may charge for any Excess Mileage at any time during the Hire Period or at the end of the Hire Period in respect of the Vehicle.
1.2 Any mileage covered by a Relief Vehicle will be added to the mileage covered by the Vehicle for the purpose of the calculating the Excess Mileage.
1.3 In the event of Early Termination the Contract Mileage to be applied to the Vehicle will be that shown in the New Vehicle Contract but reduced proportionately according to the period of the New Vehicle Contract then unexpired and the Contract Mileage will be recalculated accordingly. The Excess Mileage Charge will be calculated by reference to that recalculated Contract Mileage.
1.4 In the event that the odometer on any Vehicle ceases to function properly or if Agility’s or the manufacturer’s seals on the odometer of any Vehicle are or have been interfered with Agility will be entitled to estimate the mileage covered by the Vehicle for the period during which the odometer will have failed to function or in the event of any interference as aforesaid which estimate as between Agility and the Customer will be conclusive.
EXCESS MILEAGE APPLICATION
2.1 An Excess Mileage Charge shall be calculated in accordance with the rate(s) indicated in the New Vehicle Contract for that Vehicle and based upon the total Contract Mileage allowed (or a pro-rata proportion thereof if applicable) and the number of miles for which the Vehicle has been used (or estimated to have been used) in excess of the Contract Mileage (or a pro-rata proportion thereof if applicable).
2.2 The Excess Mileage Charge shall be calculated for each Vehicle individually and aggregated with the Excess Mileage Charges applicable to all other Vehicles hired by the Agility to the Customer under this Agreement that have been returned to or re-possessed by the Agility during each calendar month period.
2.3 Upon calculation by the Agility of such Excess Mileage Charge Agility shall issue an invoice on the 1st day of the month following the month of calculation. Such invoice shall be payable by the Customer within 7 days of demand.