The Right Fuelcard Company Fuel Card Terms
1. These terms
1.1 What these terms cover. These are the terms and conditions on which we provide you with the Services including the issuance of Cards you can use to obtain Fuel and/or Goods and Services from us at the Sites.
1.2 Why you should read these terms. Please read these terms carefully before you submit your Application. These terms tell you who we are, how we will provide Services to you, how we may change or end the Contract, what to do if there is a problem and other important information. If you have any questions about this Contract please contact us to discuss.
1.3 Are you a Business Customer or Consumer Customer? In some areas you will have different rights under this Contract depending on whether you are a Business Customer or Consumer Customer and this will be made clear in any clause where it applies.
2. Definitions and interpretation
2.1 In this Contract, definitions detailed in the Fee Matrix, in the Terms and directly below will apply:
“Account” an account in your name created by the Company which all Cards issued to you under this Contract are linked;
“Account Limits” means the Balance Limit, Card Limits, Purchase Limits and any other limits we may apply to your Account such as those detailed in clause 10.3;
“Admin User” means the individual who provides a username and password on the Application so that they can access information about the Account and any Cards issued on it;
“Application” the application for the Services which can be made by completing an application form issued by the Company on the Website, by email, over the telephone or by other similar means;
“Automated Site” means a Site that is capable of accepting Card Stop updates via electronic data transfer;
“Balance” means the cumulative value of Fuel and/or Goods and Services obtained using your Account and all the Cards issued on it less payments made onto your Account;
“Balance Limit” means the maximum Balance allowed on your Account at any one time as communicated to you when we confirm we have entered into a Contract with you as may be amended from time to time;
“Business Customer” means a Customer who is not a Consumer Customer;
“Business Day” a day other than a Saturday, Sunday or public holiday when banks in England are open for business;
“Card” a plastic card issued to the Customer by the Company which allows Users to obtain Fuel and/or Goods and Services at the Sites;
“Card Fee” the card fee detailed in the Fee Table;
“Card Limit” means the maximum value of Fuel and/or Goods and Services that a can be obtained using a particular Card and any other value or frequency limit we may apply to a Card in our absolute discretion;
“Card Stop” has the meaning given to it in clause 11.3;
“Company”, “we”, “us”, “our” The Right Fuelcard Company Ltd, a company registered in England with company number 07547124 whose registered office is situated at Gibraltar House, Bowcliffe Road, Hunslet, West Yorkshire LS10 1HB;
“Consumer Customer” means a Customer who is an individual and is using the Services for personal, and not business, purposes;
“Contact Information” means our contact details, as may be updated from time to time, which you can use to contact us in relation to this Contract and include:
Telephone: +44 (0) 113 202 5110;
Email: firstname.lastname@example.org; and
Address: The Right Fuelcard Company Ltd Gibraltar House, Bowcliffe Road, Hunslet, West Yorkshire LS10 1HB;
“Contract” the agreement between you and us including the Application and the Terms;
“Customer”, “you”, “your” the person who has completed the Application and signed the Contract;
“Data Protection Legislation” all applicable data protection and privacy legislation in force in the UK including the UK GDPR; the DPA; and the Privacy and Electronic Communications Regulations (EC Directive) 2003;
“DPA” means the Data Protection Act 2018;
“Fee” means any of the fees defined and detailed in Fee Table;
“Fee Matrix” means the Fee Table, the Fuel Price Table, the Site Charge Table and the Goods and Services Price Table;
“Fee Table” means the Fee Table detailed in clause 13.7;
“Force Majeure” shall include any circumstance not within a party’s reasonable control including: acts of God flood, drought, fire, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion, riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations; nuclear, chemical, or biological contamination or sonic boom; enactment of legislation by Government or municipal authorities, industrial disputes or any other cause (whether or not of the same nature as the foregoing) which is beyond the reasonable control of the party affected;
“Fixed Weekly Price” means the price you pay for Fuel is fixed each week. We will notify you of the Fixed Weekly Price every week in advance;
“Fixed Weekly Price Card” a Card that has a Fixed Weekly Price for Fuel;
“Fuel” any form of fuel intended for use in a road vehicle which can be purchased using a Card;
“Fuel Price” means either the Fixed Weekly Price, Pump Based Price or Pump Price that applies to a particular Card as further detailed in the Fuel Price Table;
“Fuel Price Table” means the Fuel Price Table detailed in clause 13.8;
“Goods and Services” means lubricants, anti-freeze, car washes and other vehicle related goods and services available at Sites including, but not limited to, those listed in the Goods and Services Price Table;
“Goods and Services Price Table” means the Goods and Services Price Table detailed in clause 13.10;
“Insolvency Event” means if:
the Customer goes into liquidation (other than a members’ voluntary winding up for the purposes of a reconstruction of its affairs);
the Customer presents, or has presented against it, a winding up petition;
the Customer is dissolved;
the Customers comes to a compromise or arrangements with its creditors;
the Customer has a liquidator, administrator, receiver, manager or administrative receiver or other encumbrance appointed to, or security enforced over, the whole or any part of its assets or property;
the Customer has an administrative order made in respect of it;
the Customer becomes unable, or admits its inability, to pay its debts as they fall due; or
the Customer suffers any event analogous to any of the above in any jurisdiction;
“Manual Site” means a Site that is not an Automated Site;
“Model Cancellation Form” means the model cancellation form in Schedule 2 to this Contract that Consumer Customers can use to notify the Company of their intention to cancel this Contract;
“Online Account Management” or “OAM” means the secure area of our Website that you can access using your username and password and that you can use to access and manage your Account;
“Personal Data” has the meaning given to it in the Data Protection Legislation;
“PIN” means personal identification number;
“Price” the price you pay for Fuel and/or Goods and Services, including any applicable Site Charge, as detailed in the Fee Matrix as may be updated from time to time;
“Pump Based Price” means that the price you pay for Fuel is based on the price advertised for the Fuel at the Site as further detailed in the Fuel Price Table;
“Pump Based Price Card” means a Card that has a Pump Based Price for Fuel;
“Pump Price” means the price for Fuel as advertised at Sites;
“Pump Price Card” means a Card that has a Pump Price for Fuel;
“Purchase Limit” means any limit on purchases of Fuel and/or Goods and Services, whether value or frequency or otherwise, we may, at our absolute discretion, apply to your Account or any Card issued on it;
“Services” has the meaning given to it in clause 6.1;
“Site” any participating site specified by the Company from time to time, in the Site Locator, where Users can obtain Fuel and/or Goods and Services using a Card;
“Site Charge” means any of the charges for using particular Sites detailed in the Site Charge Table;
“Site Charge Table” means the Site Charge Table detailed in clause 13.9 which details the charges that apply when you use a Card to obtain Fuel at certain Sites depending on the type of Card you have and the Site you use it at;
“Site Locator” means the list of Sites where Customers can use Cards that can be accessed on the Company’s Website at https://www.rightfuelcard.co.uk/site-locator/;
“Site Staff” means the Site operator and its employees, agents or other persons authorised by the Site operator to accept Cards as a means of obtaining Fuel and/or Goods and Services;
“Stop Confirmation” has the meaning given to it in clause 11.3;
“Terms” these terms and all schedules to these terms including the Model Cancellation Form;
“UK GDPR” has the meaning given to it in section 3(10) DPA, as supplemented by section 205(4)) of the DPA;
“User” any agent, employee, contractor or officer of the Customer authorised by the Customer to use a Card. For the avoidance of doubt the term User can include an Admin User;
“Website” the website at www.rightfuelcard.co.uk;
“Written Confirmation” has the meaning given to it in clause 11.2.
2.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2.3 Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.
2.4 Clause, Schedule and paragraph headings shall not affect the interpretation of this Contract.
2.5 A reference to a party includes its personal representatives, successors or permitted assigns.
2.6 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
2.7 A reference to a statute (such as a law or regulation) or statutory provision is a reference to such statute or provision as amended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
2.8 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding or following those terms.
3. Information about us and how to contact us
3.1 Who we are. We (the Company) are The Right Fuelcard Company Ltd, a company registered in England with company number 7547124 whose registered office is situated at Gibraltar House, Bowcliffe Road, Hunslet, West Yorkshire LS10 1HB.
3.2 How to contact us. You can contact us by using the Contact Information.
3.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your Application.
3.4 “Writing” includes emails and faxes. When we use the words “writing” or “written” in these terms, this includes emails and faxes.
4. Our contract with you
4.1 Application, Identity and Credit Checks. By completing and submitting the Application to us you acknowledge that you wish to enter into an agreement with us on the terms set out in this Contract and that we will use the information you have provided, including Personal Data, to perform identity and credit checks on you, your directors, your beneficial owners and your Users. When we receive your Application we will email you a copy of the Application along with a copy of these Terms. You must contact us immediately, using the Contact Information, if any of the information you have provided is incorrect or if you have a question about the Terms of our Agreement with you.
4.2 The Customer warrants, represents and undertakes to the Company that all information provided by the Customer including information submitted in connection with the Application shall be true, accurate and complete and the Customer shall immediately notify the Company if any information becomes untrue, inaccurate, incomplete or misleading. The Customer acknowledges that the Company has entered into the Contract in reliance on the information provided by the Customer.
4.3 The Customer shall provide documentation to the Company which the Company reasonably requires in relation to the opening and operation of the Account from time to time including but not limited to the Customer’s latest set of accounts, physical forms of identification, and details of relevant directors, shareholders, partners of the Customer.
4.4 If we cannot accept your Application. If we are unable to accept your Application, we will inform you of this by email or post using an address you have provided in the Application.
4.5 Acceptance of your Application. If we accept your Application we will email you, using an email address you have provided in your Application, to confirm the acceptance and the fact that we have entered into a Contract with you. The date of the Contract (the “Contract Date”) will be the date of the email we send you confirming our acceptance of your Application.
4.6 Duration of Contract: The Contract will begin on the Contract Date and will continue until terminated by either you or us in accordance with clause 16 of this Contract or cancelled by you in accordance with clause 15s.
5.1 The Company may change these Terms from time to time by giving you 30 days’ prior notice by email. If you are a Consumer Customer and you are not happy with the changes you may terminate the agreement by notifying us by email prior to the changes taking effect. If you are not a Consumer Customer you can terminate the agreement as set out in clause 16.
5.2 The Company reserves the right to vary any of the Account Limits immediately without prior notice if it has concerns about the security of the Account or the Customer’s ability to repay any amounts it owes the Company under this Contract.
5.3 The Company reserves the right to vary any of the Fees and Prices, if it has concerns about the Customer’s ability to repay any amounts it owes the Company, by providing the Customer with 7 days’ prior notice.
6.1 The Services shall include:
(a) the issuance of, use of and access to the Account;
(b) the issuance and use of Cards to obtain Fuel and/or Goods and Services at the Sites;
(c) the provision of information to you relating to the Account including the issuance of invoices; and
(d) any other service required to give effect to our obligations to you under this Contract.
6.2 In consideration of us providing you the Services you agree to pay:
(a) a Card Fee for each Card we have issued to you every month;
(b) an Admin Fee – Network Service Fee every month;
(c) the applicable Fee, Site Charge and Price for each purchase of Fuel and/or Goods and Services you make using a Card; and
(d) such other Fees and Prices that may apply under this Contract,
as further detailed in clause 13.
6.3 The Company shall provide the Services with reasonable care and skill and shall use reasonable endeavours to ensure that information which it makes available in connection with the Services (including records of Fuel and Other Items obtained using the Cards) is accurate and complete but the Company provides no warranty or representation that Information made available by the Company is accurate, up-to-date or complete.
7.1 Sites may regularly change and the Company reserves the right in its absolute discretion to update the Site Locator without giving notice to the Customer. Customers should regularly review the Site Locator to check that the locations they wish to use Cards at are listed as a Site and whether or not any Site Charges may apply in addition to the Price for Fuel.
7.2 All Fuel and Goods and Services provided by Sites to Customers are supplied by the Sites on behalf of the Company.
7.3 Sites are independent of the Company. The Company cannot guarantee any Site will be open or will accept the Cards and will not be liable to the Customer if a Site is closed or refuses to accept a Card and nor will the Company be liable to the Customer for any other damage or loss sustained at the Site by the Customer.
7.4 If a Site refuses to accept a Card you will be liable to pay the Site using an alternative payment method for any Fuel you have put in your vehicle, and/or Goods and Services you have used.
7.5 If you have a problem with the Fuel or Goods and Services you have obtained from a Site you should return to, or contact, the Site you obtained if from to resolve the issue.
8. Card Issuance, Security, Users and Admin Users
8.1 You may request Cards on the Application form or at any time this Contract is in force by contacting us using the Contact Information or by making a request using Online Account Management.
8.2 You may be able to request Pump Priced Card, Pump Based Price Cards or Fixed Weekly Price Cards.
8.3 The Company reserves the right to perform identity and credit checks on Users before issuing a Card and reserves the right, at its absolute discretion, to refuse to issue Cards to individuals.
8.4 If we approve your request for a Card we will send you a Card by post.
8.5 Most Cards, apart from supermarket Cards, require a PIN in order for Users to be able to use them to obtain Fuel and/or Goods and Services at Sites. You must request Card PINs using Online Account Management, selecting the relevant Card and requesting the PIN.
8.6 The Admin User can access information about the Account, including all Cards and Account activity, using the details provided on the Application, or such details as may be updated from time to time. You may request that other Users are granted access to your Account via Online Account Management, though we reserve the right to limit the number of users granted access and can, in our absolute discretion, refuse such a request.
8.7 In order to help prevent unauthorised use of the Account, the Customer shall ensure that it and all Users:
(a) keep all PINs, usernames, passwords, Account information and Card information safe and secure and only share them with Users who the Customer authorises to use Cards;
(b) memorise all PINs and only disclose them to relevant Users that you authorise to use Cards;
(c) never write a PIN on a Card;
(d) sign Cards on the signature strip before attempting to use them at a Site;
(e) securely destroy correspondence detailing PIN, username, or password once received;
(f) keep all Cards safe and secure;
(g) take care when entering the PIN so others cannot see it;
(h) only allow Users that the Customer has authorised to possess and use Cards;
(i) allow the Card to be checked (including verification of the signature or the vehicle registration number on a Card) by the Company or any person authorised by the Company to do so including the Site Staff; and
(j) regularly check your Invoices and/or your Account online for unauthorised purchases.
9. Account Limits
9.1 We will inform you of some of the Account Limits that apply to you when we confirm that we have entered into a Contract with you. We reserve the right, at our absolute discretion, to change the Account Limits without notice if we think there is a significant risk that you may not be able to pay us.
10. Use of Cards & Services
10.1 Subject to the provisions of these Terms, Users can use Cards to obtain Fuel and/or Goods and Services at Sites by:
(a) presenting a valid unexpired Card and vehicle registration details to Site Staff prior to obtaining Fuel and/or Goods and Services as may be required by the Site;
(b) choosing the desired amount of Fuel and/or Goods and Services you wish to obtain, and, in the case of Fuel, adding it to the tank of your vehicle;
(c) presenting the Card, along with any Goods and Services, to Site Staff and allowing them to verify the Card and your vehicle’s registration number if requested; and
(d) entering the Card PIN when prompted to do so or by signing a sales voucher.
10.2 Use of the Account, including any Cards issued, must not exceed any of the Account Limits. If you attempt to obtain Fuel and/or Goods and Services that would result in you exceeding any of the Account Limits we may refuse to authorise your purchase.
10.3 The Company may in its absolute discretion from time to time set limits as to the amount of Fuel and/or Goods and Services the Customer is permitted to obtain and may also charge a Card Non-Usage Fee if the Customer does not use a Card in a month.
10.4 It is the obligation of the Customer to collect and retain any sales vouchers issued at the time Fuel and/or Goods and Services are purchased.
10.5 The Company may at any time suspend or restrict your Account or any Card issued to you, and we or our authorised representatives or Site Staff may retain your Card, if:
(a) you are in breach of this Contract;
(b) you have exceeded, or may exceed, any of the Account Limits;
(c) you no longer own the vehicle to which a Card is registered;
(d) the Card is damaged or defaced;
(e) the Card has not been used for a significant period of time;
(f) we suspect your Account, or any Card issued to you, is being used for illegal, fraudulent or unauthorised purposes;
(g) we have concerns about the security of your Account or any Card issued to you;
(h) we believe there is a significant risk that you will be unable to pay any amount you owe us under this Contract;
(i) we need to do so to comply with the law; or
(j) for any other valid business reason.
10.6 If we suspend or restrict your Account or any Card in accordance with clause 10.5 we will notify you as soon as possible and may request that you destroy your Card. We may reverse the suspension or restriction applied if the circumstances that caused such suspension or restriction no longer apply.
10.7 All Cards issued to you should only be used at Sites in the UK.
10.8 If you do attempt to use a Card outside of the UK either:
(a) the Card will be declined; or
(b) the Card may be accepted and the foreign currency will be converted into pounds sterling, at a rate set by us, and applied to your Account.
11. Unauthorised Use and Lost or Stolen Cards
11.1 You must notify us immediately using the Contact Information if:
(a) a Card is lost, stolen, or compromised;
(b) your Account, including your username and password, is compromised;
(c) a person that you have not authorised to use a Card, or who is no longer authorised by you to use a Card, attempts to use a Card or is in possession of a Card;
(d) you no longer want a particular User to be able to use a Card, e.g. because they no longer work for you or you have concerns that they may misuse the Card;
(e) you believe one of your Users may attempt to use a Card for any illegal, fraudulent or other purpose not authorised by you;
(f) there is a purchase on your Account that neither you nor your Users have authorised in accordance with this Contract; or
(g) you are concerned about the security of your Account or any Card that we have issued to you,
and provide such information and assistance as we may request in order to determine what has happened and what action is necessary to protect your Account.
11.2 If you make a notification under clause 11.1 it must be confirmed in writing, by emailing us using the Contact Information (“Written Confirmation”) as soon as is reasonably practicable and in any event within 3 days of the notification.
11.3 Where appropriate the Company may cancel a Card and prevent further use of the Card (a “Card Stop”) and issue a replacement Card with a different Card number. In order to apply a Card Stop we must notify the parties we work with to confirm the Card Stop and Card Stops will be confirmed by email from the Company to the Customer (a “Stop Confirmation”). The Customer will remain liable to the Company for all purchases of Fuel and Goods and Services made using a Card, or any copy (or clone) of such Card that may have been made, until:
(a) in the case of purchases at Automated Sites, 1 Business Day after receipt of your Written Confirmation; and
(b) in the case of purchases made at Manual Sites, 3 Business Days after receipt of your Written Confirmation,
in either case if your Written Confirmation is received after 2.30 pm on a Business Day it will be deemed to be received on the next Business Day.
11.4 If the Company issues a replacement Card in accordance with clause 11.3 it may charge the Customer a Card Replacement Fee and will notify the Customer of this before the replacement Card is issued.
11.5 In the event that a Card is cancelled and/or withdrawn from use for any reason the Customer shall destroy the Card in question if it is still in their possession.
12. Card Expiry, Replacement and Cancellation
12.1 Unless you notify us otherwise we will issue you a replacement Card shortly before a Card is due to expire. When you receive such a replacement Card you must destroy the old Card and will remain liable for any purchases made using the Card.
12.2 You may cancel a Card if you no longer wish to use it by notifying us using the Contact Information. You will remain liable for any purchases made using the Card and should destroy the Card once we have confirmed receipt of your request.
13. Prices and Fees
13.1 You must pay us for all Fuel and Goods and Services you obtain using your Account.
13.2 If you obtain Fuel using a Card you must pay us:
(a) the applicable Fuel Price for the Fuel you have obtained, i.e. the Pump Price, Pump Based Price or Fixed Weekly Price that applies to the Card used: and
(b) if you have purchased premium diesel or petrol, the Premium Diesel Surcharge or Premium Petrol Surcharge as applicable; and
(c) any applicable Site Charge as set out in the Site Charge table.
13.3 If you obtain Goods and Services at a Site you must pay us the applicable Price for the Goods and Services you have obtained as detailed in the Goods and Services Price Table.
13.4 You agree to pay us:
(a) a Card Fee every month for each Card we have issued to you as detailed in the Fee Table;
(b) an Admin Fee – Network Service Fee every month as detailed in the Fee Table; and
(c) any other Fees that you owe us under this Contract.
13.5 Subject to clause 5, the Customer acknowledges and agrees that the Prices detailed in the Fee Matrix have been determined based on the estimated monthly usage provided by the Customer on the Application. The Company reserves the right to review the volume of Fuel actually purchased from time to time and if the Customer is consistently purchasing less Fuel than estimated on the Application the Company reserves the right to increase the Fees, Prices and Site Charges upon notification to the Customer as detailed in clause 5.
13.6 The Fees, Prices and Site Charges defined in the tables in clauses 13.7 to 13.10 below apply to your use of the Cards and Services as set out in the Terms.
THE FEE MATRIX
13.7 FEE TABLE (please contact your account manager for a current copy of the Fee Table).
13.8 FUEL PRICE TABLE (please contact your account manager for a current copy of the Fuel Price Table).
13.9 SITE CHARGE TABLE (please contact your account manager for a current copy of the Site Charge Table).
13.10 GOODS AND SERVICES PRICE TABLE (please contact your account manager for a current copy of the Goods and Services Price Table).
14. Invoicing and Payment
14.1 The Company shall invoice the Customer weekly, or at such frequency agreed by the parties from time to time and confirmed in writing by the Company, for all amounts owed to the Company as detailed in clauses 13.2 to 13.4.
14.2 The Company shall invoice the Customer electronically either by making the invoice available via Online Account Management or by emailing the customer an electronic copy of the invoice.
14.3 If a Customer requests a paper copy of an invoice to be posted to them they shall pay a Paper Invoice Fee for each paper copy invoice they request.
14.4 The Customer shall pay every invoice in full by the due date of the invoice either by Direct Debit or by another method detailed on the invoice. All Prices and Fees are exclusive of Value Added Tax which will be added for all applicable items on each invoice. The Company may vary the invoicing and/or payment terms set out in these Terms including by changing the day on which invoices are issued, the frequency at which invoices are issued and by varying the number of days within which the Customer is required to pay the invoices.
14.5 Where the Customer pays by Direct Debit, the Customer shall ensure that it has sufficient cleared funds available to enable the Direct Debit payment to be made on the date notified on each invoice.
14.6 Where payment by Direct Debit falls due on a non-Business Day, the Company will collect the payment on the next Business Day.
14.7 No payments shall be deemed to have been received until the Company has received payment in full in cleared funds.
14.8 The Customer shall make all payments due under the Contract including any interest payable under clause 14.10, without any deduction whether by way of set off counterclaim, discount, abatement or otherwise.
14.9 If the Customer fails to pay to the Company any sums due to the Company under the Contract by the due date on the invoice or if the Company has any concerns regarding the Customer’s financial standing and has notified the Customer accordingly:
(a) the Customer must pay the Company a Bounced Direct Debit Fee, if it usually pays by Direct Debit, or a Late Fee if it pays by any other means;
(b) all invoices issued will immediately become due and payable;
(c) the Company may terminate the contract for breach under clause 16.5;
(d) the Company may increase Prices and Fees under this Contract and/or reduce the payment period for invoices and/or require the payment of a deposit or the provision of additional security arrangements to cover the increased trade risk;
(e) the Company may suspend the Account and/or any Cards issued on it and the Customer shall not be entitled to obtain either Fuel or Goods and Services from the Sites;
(f) the Company may withdraw rebates or other allowances given to the Customer and such additional resulting sums shall become due to the Company immediately; and/or
(g) the Customer shall pay all the Company’s reasonable costs incurred in the course of recovering any overdue debt. In each case, such rights and remedies shall be exercisable at the discretion of the Company.
14.10 If any sum payable under the Contract is not paid on or before the due date for payment the Company will be entitled to charge the Customer interest on that sum at 8% per annum above the Bank of England’s base rate from time to time in force, or 8% if the Bank of England’s base rate is below 0%, from the due date until the date of payment (whether before or after judgment), such interest to accrue on a daily basis.
14.11 The Company may at any time require the Customer to provide a payment by way of deposit as a condition of providing the Services including in circumstances where the Company believes that there is a risk of the Customer experiencing an Insolvency Event or otherwise defaulting on its obligations pursuant to this Contract. In the event that the Customer breaches the Contract, the Company shall be entitled to use the deposit towards payment of money owed to it under this Contract.
14.12 If the Customer disputes an invoice issued under this Contract it must notify the Company in writing, using the Contact Information, as soon as possible and in any event within 14 days from the earlier of the date of the invoice to which the dispute relates or the date on which the Customer became aware (or ought to have been aware) of the dispute. Thereafter, all invoices shall be deemed to be final and conclusive and the Customer waives its right to dispute such statements and invoices. The period of 14 days does not apply to Consumer Customers.
15. Cancellation by Consumer Customers
15.1 Consumer Customers have up to 14 days after the Contract Date to cancel this Contract.
15.2 If a Consumer Customer wishes to exercise their right to cancel the Contract they must notify the Company that they wish to cancel by contacting the Company using the Contact Information and/or by completing the Model Cancellation Form and sending it to us using the Contact Information.
15.3 If a Consumer Customer cancels the Contract:
(a) and they have not been issued any Cards the Customer must pay an Admin Fee – Network Service Fee in proportion to the period of time the Contract was in existence;
(b) and they have been issued one or more Cards but have not used them to obtain any Fuel and/or Goods and Services:
(i) the Customer must pay a Card Fee for each Card that has been issued to it; and
(ii) the Customer must pay an Admin Fee – Network Service Fee in proportion to the period of time the Contract was in existence;
(c) and they have used the Account to obtain Fuel and/or Goods and Services:
(i) the Customer must pay a Card Fee for each Card that has been issued to it; and
(ii) the Customer must pay a proportion of any recurring Fees it incurs liability for during the existence of the Contract including the Admin Fee- Network Service Fee and Monthly Invoice Fee;
(iii) the Customer must pay the Company for all Fuel and/or Goods and Services obtained as detailed in clauses 13.2 to 13.4 as well as any one-off Fees it has incurred liability for such as a Paper Invoice Fee or Card Replacement Fee. The Company will issue an invoice to the Customer for such amounts as and when they are applied to the Account, even if this occurs after cancellation;
(d) the Customer, and all Users, must stop using the Account and Cards;
(e) the Customer must destroy any Cards that have been issued to it;
(f) the Customer must destroy any security information relating to the Account such as Card PINs, usernames and passwords.
16.1 The Contract shall continue in full force and effect from the Contract Date until terminated in accordance with this clause 16 or cancelled in accordance with clause 15.
16.2 The Company shall be entitled to terminate the Contract at any time by giving 30 days’ prior notice in writing to the Customer.
16.3 The Customer shall be entitled to terminate the Contract by giving at least 3 months’ prior notice in writing to the Company.
16.4 Either party can terminate the agreement in accordance with clause 21.2.
16.5 The Company shall be entitled to terminate the Contract immediately (or suspend the provision of the Services temporarily or indefinitely), if:
(a) the Customer is in breach of any of its obligations under the Contract (regardless of whether such breach is trivial, material or repudiatory);
(b) the Customer is a Business Customer and there is a change of control of the Customer (within the meaning section 1124 of the Corporation Tax Act 2010);
(c) the Customer undergoes an Insolvency Event;
(d) the Company, acting reasonably, believes the Customer is at risk of suffering an Insolvency Event;
(e) the Company receives a credit reference which in the Company’s reasonable opinion is unsatisfactory; or
(f) the Customer fails to comply with a request made by the Company under clauses 4.3, 11.1, 14.5 or 14.9.
17. Consequences of Termination
17.1 If the Contract is terminated for any reason:
(a) the Customer, and all Users, must stop using the Account and Cards;
(b) the Customer must destroy all Cards issued to it;
(c) the Customer must destroy any security information relating to the Account such as Card PINs, usernames and passwords;
(d) all invoices issued will become immediately due and payable by the Customer to the Company;
(e) the Customer will be liable to pay the Company for any subsequent amounts applied to its Account where it or a User has authorised a purchase of Fuel and/or Goods and Services in accordance with the Contract. The Company will issue an invoice to the Customer for such amounts as and when they are applied to the Account, even if this occurs after termination.
17.2 Termination of the Contract shall be without prejudice to the rights and remedies which have accrued as at termination.
17.3 This clause 17 and clauses 18 and 19 shall survive termination of this Contract and shall continue in full force and effect.
18. Our responsibility for loss or damage if you are a Consumer Customer
18.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage Consumer Customers suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both we and you knew it might happen.
18.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products; and for defective products under the Consumer Protection Act 1987
18.3 We are not liable for business losses. If you are a Consumer Customer we only supply the products for to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in Clause 19.
19. Our responsibility for loss or damage if you are a Business Customer
19.1 Subject to clauses 6.3 and 19.4, all conditions, warranties or other terms which might be implied or incorporated into the Contract or any collateral contract whether by statute, common law or otherwise, are hereby excluded, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose and statements and representations made by the Company’s employees and/or agents shall not be binding upon the Company and the Customer is advised to ask for such statements and representations to be confirmed in writing by the Company. In addition, the Company makes no warranty that Sites, Fuel and/or Other Items will be available nor that Sites will accept or honour the Card or that Account data will be accurate, up-to-date or complete.
19.2 Subject to clause 19.4, the Company shall have no liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential and whether the same arise in contract, tort (including negligence) or otherwise howsoever arising, which fall within any of the following categories:
(a) loss of profits;
(b) loss of anticipated savings;
(c) loss of business opportunity or contracts;
(d) damage to goodwill or reputation;
(e) third party claims; and/or
(f) loss of production.
19.3 Subject to clause 19.2 and 19.4, the total liability of the Company, whether in contract tort (including negligence) or otherwise howsoever arising and whether in connection with the Contract or any collateral contract shall in no circumstances exceed the total of Fees you have paid us in the 12 months prior to the claim.
19.4 The exclusions in the Contract shall apply to the fullest extent permissible at law, but the Company does not exclude liability for death or personal injury caused by the negligence of the Company, its officers, employees, contractors or agents, for fraud or fraudulent misrepresentation, for breach of the obligations implied by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982, or for any other liability which may not be excluded by law.
19.5 The Customer shall reimburse the Company in full and on demand against all loss damage action claims expenses and costs including but not limited to financial loss and the fees of the Company’s legal advisers whatsoever and howsoever arising directly or indirectly out of or in connection with: (a) any breach by the Customer of its obligations contained herein; (b) use of a Card after the Customer has confirmed such Card as destroyed, stolen or damaged, subject to clause 11; (c) the use of a Card or the Website by anyone other than a User.
20. Data Protection
20.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This section is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
20.3 By requesting a User and/or Card to be added to your Account you confirm that you have obtained consent from the User to provide their personal data to the Company and provided the User with a copy of this Contract to make them aware of how we will process their personal data.
21.1 Intellectual property used by the Company in the Application, on the Website or used in connection with this Contract are and shall remain the Company’s property and the Customer shall have no licence to use nor any right to copy such intellectual property without the written consent of the Company.
21.2 Events beyond our reasonable control.
(a) Neither party shall be under any liability whatsoever to the other for failure or delay in the performance of any of its obligations hereunder if and for so long as such performance becomes impracticable by reason of Force Majeure (an event beyond either party’s reasonable control – please see definitions at clause 2.1), except that the Customer shall still be liable to pay any sums which have become payable by the Customer under the Contract.
(b) The party which is prevented from performing its obligations hereunder by Force Majeure (the “Effected Party”) shall advise the other party as soon as practicable of its inability to meet its obligations specifying the cause of the Force Majeure and shall advise the other party when such difficulty ceases. If the Force Majeure continues to prevent the Effected Party from performing its obligations under this Contract for a period of 1 month or more, then either party may serve notice on the other party, in writing, that it wishes to terminate the Contract with immediate effect.
21.3 If any dispute arises in connection with this agreement, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 Business Days of notice of the dispute, the mediator will be nominated by CEDR.
21.4 Each right or remedy of the parties under the Contract shall not affect any other right or remedy of the parties whether under the Contract at law, in equity or otherwise.
21.5 Even if we delay in enforcing this Contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Services, we can still require you to make the payment at a later date.
21.6 If a court finds part of this Contract illegal, the rest will continue in force. Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
21.7 Communicating with us if you are a Consumer Customer. If you want to end the Contract or you need to notify us about anything relating to the Contract, please let us know by contacting us using the Contact Information.
21.8 Communicating with us if you are a Business Customer.
(a) If you are a Business Customer, any notice given to a party under or in connection with this agreement shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service;
(ii) sent by fax; or
(iii) sent by email,
using the contact details provided by the party in the Application, Contract or as may be notified by the party from time to time.
(b) If you are a Business Customer, any notice given in accordance with this clause 21.8 shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the Business Day after posting; or
(iii) if sent by fax or email, at the time of transmission, or, if this time is after 5.00 pm on a Business Day, 9.00 am on the Next Business Day
(c) The notice provisions in clauses 21.8(a) to (b) do not apply to clause 11 or the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
21.9 We may transfer this Contract to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will contact you to let you know if we plan to do this. If you are a Consumer Customer and you are unhappy with the transfer you may contact us, using the Contact Information, to terminate the contract within 14 days of us telling you about it.
21.10 If you are a Consumer Customer you need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
21.11 If you are a Business Customer you cannot transfer your rights and obligations under this Contract.
21.12 Nobody else has any rights under this Contract. This Contract is between you and us. No other person shall have any rights to enforce any of its Terms.
21.13 If you are a Business Customer this Contract constitutes the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement .
21.14 Governing law. The Contract, and any dispute or claim arising out of it or in connection with it or its subject matter or formation shall be governed by English law and the parties agree to the non-exclusive jurisdiction of the English courts to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
21.15 Which laws apply to this contract and where you may bring legal proceedings if you are a Consumer Customer. These Terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
21.16 Which laws apply to this contract and where you may bring legal proceedings if you are a Business Customer. If you are a Business Customer, any dispute or claim arising out of or in connection with a Contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and the courts of England shall have exclusive jurisdiction to settle any such dispute or claim.
Schedule 1: Model Cancellation Form for Consumer Customers
(Complete and return this form only if you wish to withdraw from the Contract)
To: The Right Fuelcard Company Ltd
Telephone number: +44 (0) 113 202 5110;
E-mail address: email@example.com
I/We [*] hereby give notice that I/We [*] cancel my/our [*] Contract for the supply and use of fuel cards
Ordered on [*],
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),
Date[*] Delete as appropriate