Terms & Conditions

1.Terms

a. The terms and conditions set out hereunder and as set out within a contract represent the entire agreement between How's My Driving? (*the Supplier*) and the Client (*the Client*) relating in any way whatsoever to the supply of services by the Supplier pursuant to this Agreement and accordingly such terms and conditions supersede all previous terms and conditions and neither party places any reliance upon, any and all prior representations (not limited to but including performance figures and other data information howsoever communicated by the Supplier to the Client including any sales literature, price lists or other documents or information issued by the Supplier) and the Client hereby acknowledges that except as expressly stated in the Agreement, the Client has not been induced to enter this Agreement by any representation whether oral or in writing by the Supplier, it’s employees, servants or agents.

2.Services Provided

a. The supplier will provide the following Services to the best of their ability under guidance from the Client, the supply of stickers, call centre services, data capture, management information reports (* The Services*) and any other synergetic services the supplier may be able to provide as required by the client.

3.Quality Control

a. The Supplier warrants that the services will be performed in a professional manner consistent with the industry standards. The Supplier will take every precaution to ensure the clients expectations of delivery are met by employing quality control measures, regular contact, education of clients, and any other control measures the supplier sees fit to put in place to ensure maximum quality output.

4.Prices

a. Unless expressly stated otherwise, all prices quoted are net prices. Any applicable value added tax or any other sales tax excise duties paid payable by the Supplier shall be payable by the Client.

b. Unless otherwise agreed by the Parties, the schedule of service prices for the agreed specification will remain fixed for 12 months from the Service Commencement Date, at which point will be subject to review by the Supplier, within a reasonable rate of inflation.

c. The terms of this Agreement shall be deemed to have been conclusively accepted by the client if a signed agreement is forwarded back to the Supplier and thereafter no variation to any of the terms of the agreement shall be effective unless agreed in writing by duly authorised signatories of both the Client and the Supplier.

d. In the event of the Client cancelling all or some of their vehicles part way through the calendar year of membership there will be no change in the price level of membership fee until the next membership fee is next due unless the client wishes to increase the number of vehicles in the fleet, when an invoice will be raised for the additional vehicles.

e. The Supplier reserves the right to revise the prices quoted at any time in the event of changes in legislation or the introduction of European Directives which increases the cost of supply of service. Nothing in this agreement, shall prevent the Supplier from exercising the right to review and increase the standard membership fee rates, at any time in the event of unforeseen circumstances that increase the costs of providing the Services.

5.Suppliers Obligations

a. The Supplier agrees to provide such services as detailed.

b. Supply one How’s My Driving? badge per vehicle for 12 months rolling membership + VAT (invoice 30 days net).

c. To provide 24 hours a day, 365 days per year call centre cover

d. To provide freephone 0800 telephone number facility

e. To provide exclusive member access to How’s My Driving? website

f. To provide comment reports via email

g. To provide best practise advice

h. Summary reports available on the members area of the website – real time feedback analysis

i. To provide a membership certificate for Insurance Broker one month prior to renewal date.

j. Optional services of a Membership Organizer to provide a tool box talk to introduce the scheme to drivers(additional cost)

k. To provide an accident measure framework (accidents per 100,000 miles) so that you can actively manage accidents

6.Clients Obligations

a. It is the responsibility of the Client:

b. Complete and submit application Form

c. Ensure the badges remain tamper free, the telephone number and unique "tag" number legible.

d. Attach the badges on to the rear of the vehicles, in a prominent position

e. Advise How’s My Ltd of the registration or trailer numbers of the vehicles to which the badges have been fitted

f. To ensure all information with regard to the fleet vehicle is updated regularly when vehicles are sold or moved from depots, or newly acquired.

h. If you wish to cancel your membership, we require at least 1 months’ notice in writing (by letter or email) and no refund of membership fees will be applicable if your 12-month membership has not reached its natural end

i. In the event of your membership being cancelled please ensure that all badges are removed within 30 days. Failure to do so will result in the contract continuing and a charge being levied.

m. To provide a testimonial and allow their company logo, photographs, and vehicles to be used in the Suppliers marketing strategies including social media and website services.

7.Damage or Defects

a. The Supplier is not responsible for any damage to client vehicles caused by the sticker being removed.

b. When a sticker becomes damaged and requires replacement, it is the obligation of the Client to purchase a new sticker, unless those stickers are required at the time of membership, in which case they will be supplied within the remit of the renewal fee.

c. When payment of any of the Suppliers invoices is overdue (within a reasonable degree), the Supplier may suspend his performance of the contracts to which the invoice relates and/or of any other contract then subsisting between the Supplier and the Client.

d. In the event of legal action being taken by the Supplier against the Client for breach of payment obligations hereunder, the Client shall be responsible for all costs and disbursements incurred by the Supplier on a full liability basis.

e. Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Supplier on the due date, the Supplier may:

f. claim interest on the debt still outstanding after one calendar month has passed from the agreed payment date under the Late Payment of Commercial Debts (Interest) Act 1998; interest claimed up to a maximum of 6 months after payment should have been received if still outstanding; and

g. suspend all Services until payment has been made in full;

h. unless agreed otherwise, withhold issuing of post-clean certificates and/or post-service ventilation reports.

8.Force Majeure

a. The Supplier shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of delay in performing, or any failure to perform, any of the Suppliers obligations in relation to the service provided under the terms of this Agreement, if the delay or failure was due to any cause beyond the Suppliers reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Suppliers control:

b. act of God, explosion, flood, tempest, fire or accident;

c. war or threat of war, sabotage, terrorism, insurrection, civil disturbance or requisition;

d. acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.

e. import or export regulations embargoes.

f. strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Suppliers or of a third party);

g. difficulties in obtaining raw materials, labour, fuel, parts, or machinery

h. power failure or breakdown in machinery.

9.Insolvency, bankruptcy

a. The Supplier shall have the right to terminate the contract forthwith where the Client becomes insolvent or bankrupt or makes arrangements with its creditors or suffers a receiver to be appointed or being a body corporate enters into liquidation (other than a connection with a reconstruction or amalgamation) in any of which cases the Supplier shall have no further obligation hereunder and the price for all goods delivered shall become immediately due and payable.

10. Law Applicable

i. These conditions shall be governed and construed in accordance with English Law and all disputes arising in connection therewith shall be submitted to the jurisdiction of the English courts.

11.Confidentiality

a. The Supplier and Client are entering into a contract that will require complete confidentiality from both parties. The Supplier agrees not to divulge any company secrets or operations or business practices without the Client’s consent to any third party other than where necessary.

The recipient may disclose such information:

b.to its employees, officers, representatives, advisers, agents, or sub-contractors who need to know such information for the purposes of carrying out its obligations under this agreement; and

c.as may be required by law, court order or any governmental or regulatory authority.

d. The parties shall not use any such information for any purpose other than to perform its obligations under this agreement.

11. Data Protection

a. The Client and the Supplier acknowledge that for the purposes of the Data Protection Laws, the Client is the Data Controller and the Supplier is the Data Processor. Both parties will comply with all applicable requirements of the Data Protection Laws.

b. The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this agreement.

c. The Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Client from time to time.

d. Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

e. Each party shall ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential.

f. The Supplier shall assist the Client, at the Client’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to security or breach notifications;

g. The Supplier shall notify the Client without undue delay on becoming aware of a personal data breach.

h. The Supplier undertakes not to transfer any of the personal data to any country or territory outside the European Economic Area (EEA) without prior written consent.

i. At the written direction of the Client, the Supplier shall delete or return Personal Data and copies thereof to the Client on termination of the agreement unless otherwise required by law.

j. The Client acknowledges and agrees that details of the Client’s name, address and payment record may be submitted to a credit reference agency.

12. Escalation of Issues

a.. In the first instance all issues must be reported to the General Manager, who, where appropriate will resolve any remedial issues, reporting to their direct Line Manager the issue and result. Issues requiring a higher level of management will be escalated in line with the company’s internal escalation process.

M L Stealey November 2023