To enhance your flexible benefits package to retain and reward talent
whilst delivering financial savings to both employee and employer on motoring costs
The DovecotePimlico FarmAustrey LaneTamworthB790PF
Thank you for choosing Fleet Evolution’s award-winning Salary Sacrifice Car Scheme funded by Grosvenor Leasing to reward your employees with savings of up to 45% on motoring costs. Your scheme will be in two parts:
1) A Master Vehicle Hire Agreement entered into with Grosvenor Leasing, the funder, who is solely responsible for providing vehicles on lease terms checked by Fleet Evolution Ltd, and
2) A Salary sacrifice packaging agreement entered into with Fleet Evolution Ltd which Grosvenor Leasing validate.
• Your Salary Sacrifice Scheme
• The Master Vehicle Hire Agreement
• The Salary Sacrifice Packaging Agreement
• Direct Debit Mandate
I would like to summarise and describe the services that we will supply to you.
Fleet Evolution will be appointed by you to introduce and administer your Salary Sacrifice Car Scheme. The scheme will be cost neutral to the employer, with all costs recharged to the employee through payroll deductions. To facilitate this Fleet Evolution will provide the following services;
• Contract hire vehicles appropriately insured against financial risk
• Systems and policies to manage salary sacrifice arrangements
• Risk management, including policies and licence checking
• Key reporting portal for quotations, contracts, billing and taxation information
• Legally compliant agreements between you and your employees
• HMRC compliant quotation engines and calculation tools
• Communication to employees of sacrifice details prior and post delivery
• Full fleet management
To sign off on the scheme please review, complete fully, sign and return by scan to engagement@fleetevolution.com or to our offices. We can also send agreements for your completion electronically.
The scheme will deliver savings of up to 45% on ‘green’ cars for employees along with savings for the employer on employers NI and pension contributions (where applicable).
These services will be invoiced as cars are delivered to your employees, Payment of these services will be via Direct Debit, as per our payment terms, within the month of delivery or by the end of the following month should delivery be made after the 15th day of the month. Grosvenor Leasing will invoice you directly for the vehicle rentals as they are responsible for the physical vehicle provision and maintenance of each vehicle. Grosvenor Leasing’s payment terms will apply, as per the Master Vehicle Hire Agreement. All day to day contact and all responsibility for managing your salary sacrifice scheme will be via Fleet Evolution. Invoices will be consolidated for recurring rentals and itemised for new cars. In this way, the scheme will be cost and cash flow neutral, indeed a small employers NI surplus should be anticipated.
The following services will not be included and will be your responsibility, although we shall provide all information for the below;
• Order sign off, including checking that employees will not fall below the national living wage
• Confirmation that employee meets the eligibility criteria
• Submission of P11d information to HMRC
If you have any queries, please do not hesitate to contact our Engagement Team on 0300 302 0626 or email engagement@fleetevolution.com.
Kind regards,
Any employee aged 21 or over who has worked for the company for a minimum of ?? months are eligible to join the salary sacrifice scheme, provided that they have:
- A full valid driving licence, held for a minimum of 6 months- No more than 6 current endorsement points on their licence- A minimum salary of £25,000
1. GENERAL 1.1 The Lessor lets and the Hirer takes on hire of the Vehicle for the Term in accordance with this agreement which will be provided to the Hirer at the commencement of the Order (hereinafter referred to as the “MVHA”). 1.2 Unless expressly provided, all or any of the MVHA, the Schedule and the Addendum (if applicable) will constitute the contract (“Contract”) between the Lessor and Hirer (subject to any variation agreed in writing). 1.3 For the avoidance of doubt, the terms set out in the Schedule shall at all times have precedence over like for like terms set out in the MVHA and Addendum unless otherwise expressly stated. 1.4 In the MVHA, the following definitions apply: Addendum: means a document annexed to the MVHA setting out any additional bespoke terms to the Contract. Adequate: in relation to the level of protection given to Personal Data in countries outside the European Economic Area, means a decision made by the European Commission under Article 25(6) of Directive 95/46/EC or Article 45 of the GDPR (both as may be amended or replaced from time to time), finding that the relevant third country provides an adequate level of protection by reason of its domestic law or of the international commitments it has entered into;Authorised Driver: an individual being the Hirer’s agent, officer or employee. Business Day: a day (other than a Saturday, Sunday or public holiday).Data Controller: will be the Hirer and shall have the meaning set out in the Data Protection Legislation;Data Processor: will be the Lessor and shall have the meaning set out in the Data Protection Legislation; Data Protection Laws: means the GDPR, Data Protection Act 2018 and the Privacy and Electronic Communication Regulations 2003, any amendment, consolidation or re-enactment thereof, any legislation of equivalent purpose or effect including any Replacement National Legislation enacted in the United Kingdom, or, where relevant, the European Union, and any orders, guidelines and instructions issued under any of the above by relevant national authorities, a judicial authority in the United Kingdom or, where relevant, a European Union judicial authority;Data Subject: shall have the meaning set out in the Data Protection Legislation;Disclosing Party: means the party disclosing Personal Data to the Receiving Party for the purposes of this Contract;GDPR: means General Data Protection Regulation (EU) 2016/679;Model Clauses (Processors): means the standard contractual clauses adopted by the European Commission under Decision C(2010)530 for the transfer of Personal Data to Data Processors established in third countries, as modified or replaced from time to time;Order: means an order for Services made by the Hirer in accordance with the MVHA. Order Acknowledgment: means the Lessor’s written acceptance of the Hirer’s Order detailing the description or specification of the Vehicle and Services. Personal Data: has the meaning given to it by the Data Protection Legislation, including Special Categories of Personal Data but shall only include personal data to the extent that such personal data, or any part of such personal data, is processed in relation to the services provided under this Contract;Personal Data Breach: has the meaning given to it in the Data Protection Legislation;Rent: the monthly sum payable by the Hirer for the Vehicle and Services provided by the Lessor as set out in the Order Acknowledgment and/or the Schedule (as applicable). Replacement National Legislation: means legislation in the United Kingdom which is enacted to cover, in whole or part, the same subject matter as the GDPR, including without limitation the Data Protection Act 2018;Services: means the hiring of the Vehicle by the Hirer from the Lessor and any other services as listed in the Contract.Schedule: the document setting out the bespoke terms of the Contract which is signed by the Hirer prior to delivery of the Vehicle.Term: the duration of the Contract as set out in each Order Acknowledgment and/or Schedule. For the avoidance of doubt the term shall include any subsequent extension, amendment or modification to the original term. Vehicle: the vehicle(s) as described in the Order Acknowledgment and/or Schedule. 1.5 Where the context requires, singular shall include the plural and vice versa.
2. ORDER 2.1 The Order constitutes an offer by the Hirer to purchase Services from the Lessor in accordance with the MVHA. The Lessor shall at its discretion not be obliged to accept the Hirer’s offer.2.2 The Lessor will send to the Hirer the MVHA prior to acceptance of any Order. If the Hirer wishes to vary any of the conditions set out in the MVHA, the Hirer should notify the Lessor in writing as soon as possible. The Lessor, at its sole discretion, shall determine whether the conditions in the MVHA may be varied. Any amendment will be set out in the Addendum and/or the Schedule. 2.3 The Contract shall be deemed to take effect the date on which the Lessor receives from the Hirer the signed MVHA and the signed Addendum (if applicable). 2.4 From time to time, the Lessor will agree to hire the Vehicle to the Hirer. In respect of each Vehicle hired the Lessor will provide the Hirer with an Order Acknowledgment once the Lessor has received an estimated delivery date from the vehicle supplier. 2.5 The Lessor will provide the Hirer with a Schedule for each Vehicle hired when the Vehicle is ready for delivery. The Vehicle will only be delivered once the Lessor receives from the Hirer the signed Schedule. 2.6 The MVHA, Addendum and Schedule shall be binding on the Hirer. If there is an unacceptable discrepancy between the Vehicle and Services ordered to those detailed in the Order Acknowledgement, the Hirer should notify the Lessor as soon as it becomes aware of any discrepancy and in any event prior to any performance dates specified in the Order Acknowledgment. 2.7 The Contract constitutes the entire agreement between the parties. All or any part of the documents forming the Contract shall govern the relationship between the parties. The Hirer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Lessor which is not set out in the Contract. 2.8 The Contract shall apply to the exclusion of any other terms that the Hirer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 2.9 Any quotation given by the Lessor shall not constitute an Order, and is only valid for a period of 14 days from its date of issue. 2.10 Cancellation: The Lessor reserves the right to charge the Hirer any direct or consequential losses incurred as a result of the Hirer cancelling the Contract.
3. DELIVERY 3.1 Any dates quoted for delivery are approximate only and the time of delivery is not of the essence. The Lessor shall notify the Hirer where possible if a delay in the delivery is likely. 3.2 The Lessor shall have no liability for any failure by the Lessor to deliver the Vehicle except where any such liability is occasioned by the negligence or wilful default of the Lessor. 3.3 If the Hirer fails to accept delivery of the Vehicle within 10 days of the Lessor notifying the Hirer that the Vehicle is ready for collection, then, except where such failure or delay is caused by a Force Majeure Event or the Lessor’s failure to comply with its obligations under the Contract, the Lessor (in its discretion) may rehire or otherwise dispose of the Vehicle. 3.4 Upon delivery of the Vehicle under the Contract, the Hirer or its authorised representative will be asked to sign a delivery form acknowledging safe receipt of the Vehicle and that the Vehicle corresponds with the Contract and that it is fit for purpose and free from damage. 3.5 The Lessor shall not be liable for discrepancies or damage evident on delivery where the Hirer accepts delivery and signs the delivery form without amendment in accordance with clause 3.4 above.
4. RENTAL PAYMENTS 4.1 The Rent set out in the Order Acknowledgment is a fair and reasonable estimate by the Lessor of the anticipated Rent taking into consideration a lead time of three months for delivery of the Vehicle from the date of the Order Acknowledgment. 4.2 The Hirer hereby acknowledges that the anticipated Rent may be subject to variation (from the date of the Order Acknowledgment to the date of delivery of the Vehicle) if the purchase costs and/or lead times of the Vehicle are increased by the vehicle supplier or any tax, levy or imposition is made payable in respect of the Vehicle or its supply by any governmental authority which was not taken into account by the Lessor in specifying the Rent in the Order Acknowledgment and/or Schedule, the lessor can increase the Rent by notice of such increase given to the Hirer. Such notice shall be effective to vary the Rent specified in the relevant Order Acknowledgment and/or Schedule. If the Hirer does not wish to accept the Vehicle under the Schedule at such increased Rent, the Hirer may cancel the relevant Order, in which case the provisions of clause 2.10 shall apply in respect of that cancellation. 4.3 The Hirer shall pay the Rent (as set out in the Schedule) and any other charges identified in the Contract by direct debit to the Lessor.4.4 The Hirer shall not be permitted to change the method of payment at any time unless expressly permitted by the Lessor in writing.4.5 The Hirer shall not be entitled to withhold payment of the Rent. 4.6 The Rent is exclusive of Value Added Tax. Value Added Tax shall be charged at the rate in force from time to time. 4.7 The Hirer shall pay the Rent in full and cleared funds to a bank account nominated by the Lessor and time for payment shall be of the essence of the Contract. 4.8 Subject to clause 4.9, the Hirer shall remain liable to pay the Rent and any other charges identified in the Contract until the occurrence of either:(a) expiry of the Term;(b) termination of the Contract under clause 16; or(c) in accordance with clause 15 payment being received for the full market value of the Vehicle from either an insurance company or a nominated third party.4.9 The Hirer shall remain liable to pay the Rent and any other charges identified in the Contract after the occurrence of any of the events listed in clause 4.8 up to and including safe delivery of the Vehicle to the Lessor in a reasonable condition together with the master key and any other spare keys and until such time as the Lessor has conducted an inspection of the Vehicle and provided the Hirer with a receipt. 4.10 Without limiting any other remedy of the Lessor, if the Hirer fails to make any payment due to the Lessor under the Contract by the due date for Rent payment or any other sums due under the Contract (“Due Date”), the Lessor may charge interest on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly. 4.11 The Hirer shall be responsible for all of the Lessor’s costs and expenses, legal or otherwise, in enforcing and collecting any monies due by the Hirer under the Contract. This shall include, without limitation, any penalties, fines or any other impositions arising out of any such breach by the Hirer of the Contract. 4.12 The Hirer shall pay all amounts due under the Contract in full without deducting or withholding except as required by law and the Hirer shall not be entitled to assert any credit, set-off or counterclaim against the Lessor in order to justify withholding payment of any amount in whole or part. 4.13 The Lessor may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Hirer against any amount payable by the Lessor to the Hirer. 4.14 In the event the Vehicle is unroadworthy or otherwise unusable (whether by mechanical fault or through damage caused in an accident or the Hirer’s negligence) during or upon termination of the Contract, the Hirer shall remain liable to pay the Rent on a day by day basis until the Vehicle is made roadworthy or fit for purpose.4.15 The Hirer shall be liable to pay for fuel, oil, lubricants, garaging and cleaning of the Vehicle.
5. TITLE AND RISK5.1 No property in, or title to, the Vehicle shall pass to the Hirer or its Authorised Driver. Risk in the Vehicle shall pass to the Hirer upon delivery pursuant to clause 3 of this agreement. 5.2 The Hirer shall keep the Vehicle in its own custody and control and shall not mortgage, pledge, assign, hire, or otherwise part with its possession or pledge the credit of the Lessor or suffer it to pass out of the Hirer’s custody and control or allow any lien to be created upon it save for the usual repairer’s lien. If the Hirer shall allow such lien to be created the Lessor shall be entitled to discharge such lien and recover the amount paid from the Hirer. 5.3 The Hirer shall hold the Vehicle on a fiduciary basis as the Lessor’s bailee and maintain the Vehicle in a satisfactory condition. 5.4 The Hirer represents and warrants to the Lessor for the duration of the Contract that the information provided by the Hirer is true, accurate and up to date and that the Hirer has full power and authority to enter into and perform its obligations under the Contract.
6. SUBSTITUTION 6.1 In the event a Vehicle has recurring or unrepairable mechanical problems the Lessor may (in its discretion) supply a replacement Vehicle of the same or equivalent model and of equal or approximately similar mileage.
7. INSPECTION7.1 The Hirer shall permit the Lessor or any person appointed by the Lessor to inspect the Vehicle at all reasonable times.
8. FULL MAINTENANCE CONTRACTS 8.1 This clause 8 only applies in respect of the Contract if the Order Acknowledgment and/or Schedule expressly provides for the Lessor to supply maintenance services.8.2 The Lessor shall provide and pay for the following services subject to clause 8.3; (a) routine service costs in respect of the Vehicle in accordance with the manufacturer’s recommended guidelines; (b) all additional necessary maintenance and breakdown costs required to keep the Vehicle in good working order; (c) all necessary tyres, standard batteries, exhausts and other parts as required from time to time to keep the Vehicle in good working order; and (d) will only maintain high voltage battery replacements in line with the manufacturer's warranty; (e) the appropriate licence under the Vehicles (Excise) Act 1949 or as modified from time to time with the exception of paying any increase in the rate of duty, which shall be borne by the Hirer exclusively. 8.3 The Lessor shall not be obliged to provide the services listed in clause 8.2 on either; (a) damage arising as a result of an accident, acts of vandalism or negligence of the Hirer (the determination of such acts or negligence to be at the sole discretion of the Lessor); or (b) where the Contract excludes maintenance by the Lessor; or (c) high voltage battery replacements outside the manufacturer’s warranty.
9. RELIEF VEHICLE 9.1 This clause 9 only applies where the Order Acknowledgment and/or Schedule provide for a Relief Vehicle. 9.2 It is agreed that if the Vehicle breaks down or remains unserviceable, the Hirer shall immediately notify the Lessor.9.3 Provided the Hirer has complied with clause 9.2 and it is expected by the Lessor (in his reasonable opinion) that the Vehicle is to remain unusable for a period exceeding 24 hours, the Lessor shall, at its own expense, provide an alternative vehicle to the Hirer for a period not exceeding 28 days (“Relief Vehicle”). The Lessor will use its reasonable endeavours to provide the same or similar type of Vehicle to that contracted. 9.4 The mileage of the Relief Vehicle shall be included in the total mileage travelled by the Hirer during the Term for the purpose of calculating an excess mileage charge as defined in the Schedule. 9.5 In the event of early termination of a Contract, the actual mileage, at the date of termination, for comparison with the total mileage (as set out above) will be calculated on a pro rata time basis.9.6 Notwithstanding any provision within the Contract, the Lessor will not be liable for a Relief Vehicle where: (a) the Vehicle is off the road for any reason whatsoever outside the United Kingdom; or (b) the Vehicle is off the road as a result of the Hirer’s negligence and/or an act of vandalism.
10. NON-MAINTENANCE CONTRACTS 10.1 Unless the Schedule provides otherwise, the Hirer shall; (a) ensure that the Vehicle is serviced and maintained in accordance with the manufacturer’s handbook at a maintenance centre approved by the vehicle manufacturer. A £500.00 fee will be payable by the Hirer to the Lessor for each service missed; (b) provide the Lessor with documentary evidence of any warranty, servicing or repair work being carried out, including MOT certificates; (c) ensure that the condition of the Vehicle complies at all times with current Road Traffic Legislation; (d) ensure that the correct type of fuel is used in the Vehicle. In the event the incorrect type of fuel is used, it is the Hirer’s responsibility to repair any damage caused to the Vehicle at their own cost; (e) ensure tyres conform to all legal requirements including tread depth. Any replacement tyres need to be of a premium make and not remoulds, retreads or re-cuts; (f) return the Vehicle at the end of the Term with no less than 2 mm tyre tread depth. The Hirer shall be liable to pay for replacement costs if the tyres do not comply with this clause 10.1(f); (g) ensure on termination of the Contract in accordance with clause 16, the Vehicle is returned in a roadworthy condition (such condition to be determined by the Lessor) with a minimum of three month’s MOT together with a full service history duly stamped by the servicing agent; (h) carry out any instructions from time to time given by the Lessor including any recalls by the manufacturer; (i) ensure that the vehicle is only driven/used by the Authorised Driver; and (j) immediately notify the Lessor of any accident, mechanical or component defect or failure, theft or damage of the Vehicle.
11. USE OF THE VEHICLE 11.1 The Hirer shall: (a) take proper and reasonable care of the Vehicle and keep it clean and in good order and condition; (b) not use or permit the use of the Vehicle for any purpose for which it is not expressly designed; (c) not use the Vehicle for rallying, racing, pace making, reliability trials, testing, hiring and driving tuition, for carrying passengers for reward or car recovery; (d) not use the Vehicle in contravention of any legal requirements and any such breach shall be borne exclusively by the Hirer including any penalties, fines or other impositions that the Lessor might incur as a result of any breach by the Hirer of this Contract together with any administrative costs incurred by the Lessor; (e) not authorise or permit any person to drive or have the charge of the Vehicle who is not an Authorised Driver and ensuring that each Authorised Driver is a holder of a current full United Kingdom driving licence valid for the Vehicle concerned. Unless specifically authorised in writing by the Lessor use by a ‘Learner Driver’ is prohibited; (f) not without the prior consent in writing of the Lessor take or allow the Vehicle to be taken outside the United Kingdom; (g) indemnify the Lessor, and keep the Lessor fully indemnified, against any claim of whatsoever nature by any party arising out of the use of the Vehicle and whether due to any defect on the Vehicle or otherwise but subject always to the provisions of the Unfair Contract Terms Act 1977 or any Act modifying or re-enacting the same; (h) not tow with or load the Vehicle in excess of the vehicle manufacturer’s recommendations; (i) comply with any such reasonable requirements required by the Lessor from time to time and ensure that the condition of each Vehicle complies with all legal and statutory requirements from time to time; (j) lock the Vehicle and use the security device fitted at all times; (k) be responsible for any damage caused to the Vehicle as a result of hitting low level objects; (l) be responsible for any damage caused internally or externally to the Vehicle (excluding fair wear and tear which for the avoidance of doubt shall mean fair wear and tear under the standard vehicle return conditions applied by the Lessor as determined by reference to the Fair Wear and Tear Guide published by the British Vehicle Rental and Leasing Association, as amended from time to time); (m) be responsible for all property placed in the Vehicle and the Hirer and each Authorised Driver acknowledge that any property is placed in the Vehicle is at its own risk; and (n) be responsible for all traffic fines, parking tickets and other offences including court fees together with all administrative costs incurred by the Lessor in respect of handling any unpaid fines.
12. MOTOR INSURANCE DATABASE12.1 The Hirer shall: (a) register the Vehicle on the Motor Insurance Database within 7 days from the commencement of the Term; (b) ensure the details submitted on the Motor Insurance Database are accurate and up-to-date; (c) ensure the Vehicle is registered on the Motor Insurance Database regardless of the length of the Term; (d) supply to the Lessor evidence that the Vehicle is registered on the Motor Insurance Database; (e) permit the Lessor to make enquiries and carry out audits on the Vehicle to ensure the Hirer is complying with this clause 12; (f) cooperate with the Lessor at all times to ensure compliance with this clause 12; (g) immediately rectify any breach of this clause 12 and comply with all requirements set out by the Driver Vehicle and Licensing Agency (DVLA); and (h) indemnify the Lessor in respect of all fines, fees and charges levied by the Driver Vehicle and Licensing Agency (DVLA) or any other authority including but not limited to any Magistrates Court or Sheriff Court on the Lessor in respect of the Hirer breaching its obligations under this clause 12 together with all administration costs, legal fees, storage and recovery fees incurred by the Lessor.
13. MILEAGE13.1 The Schedule will set out the permitted mileage of the Vehicle by the Hirer for the Term (“Permitted Mileage”). The Hirer agrees that it shall not exceed the Permitted Mileage. 13.2 If the Hirer exceeds the Permitted Mileage provided for in the Schedule the Lessor shall charge the Hirer the excess mileage charge as set out in the Schedule upon demand.
14. MODIFICATIONS14.1 The Hirer shall: (a) not without the prior consent of the Lessor in writing, fit or install any accessories or additions to the Vehicle, including the installation of any mobile phone equipment or accessories, or to make any alteration or amendment to it and in any event not make any change to it or use the Vehicle in any way which would invalidate the manufacturer’s warranty; (b) repay to the Lessor the cost of making good defects in the bodywork where such defects, are caused by the removal of fittings or accessories, fitted by the Hirer or at the Hirer’s request whether or not the fittings or accessories were fitted with the authority of the Lessor; (c) for the avoidance of doubt, the approval by the Lessor of the installation of mobile phone equipment mountings and/or accessories, shall only be given if the proposed mountings are of an invisible nature and will not detrimentally affect the bodywork or internal fittings of the Vehicle; (d) not disconnect the drive cable affixed to the speedometer, nor adjust nor tamper with the odometer; (e) in the event of the speedometer or the odometer becoming unserviceable or inaccurate forthwith notify the Lessor and if it is necessary for the replacement of the speedometer or odometer to ensure that an authorised garage immediately notifies the Lessor of the mileage reading on the original odometer; and (f) not, without the written authority of the Lessor, sign, write, letter or mark the Vehicle in any way.
15. INSURANCE15.1 The Hirer shall:(a) maintain fully comprehensive insurance cover for the Vehicle and any replacement, against loss of damage from all normal risks for the full value of the Vehicle, with an insurance office approved by the Lessor, and ensure that the Lessor as co-assured is endorsed on the said insurance cover and noted as loss payee;(b) indemnify the Lessor, and keep the Lessor fully indemnified, against all claims, costs, demands and charges arising out of the use of the Vehicle (by the Hirer and/or its Authorised Drivers or any unauthorised driver during the Term), or any defects therein or any breakdown or accident thereto and against any claim which may be made against the Lessor by any passenger being conveyed in the Vehicle and by the vehicle supplier and any such indemnity shall include all penalties, fines and other impositions which may be imposed on the Lessor whether statutory or otherwise arising from the use of the Vehicle by the Hirer so far as any such indemnity may lawfully be given;(c) undertake to pay to the Lessor any monies recovered from any third party as a result of a claim against that third party by the Hirer and only as such monies relates to damage to the Vehicle. For the avoidance of doubt, monies recovered as a result of such claim that relate to personal loss or injury suffered by the Hirer or its representative shall remain with the Hirer;(d) not cause or permit the policy of insurance for the Vehicle to become void or voidable and shall pay all necessary premiums punctually and produce receipts and the certificate of insurance at the request of the Lessor and be responsible for any excess on the Vehicle;(e) appoint and hereby appoints the Lessor, or a person duly appointed by the Lessor, irrevocably as agent for the purpose of dealing with any claim for the recovery of the repair cost or the replacement costs of the Vehicle whether from the insurance or otherwise;(f) pay Rent, in the event of the Vehicle being treated for any reason whatsoever, as a total loss for the insurance purposes (in which event the Contract shall be treated as being having been terminated), up to the date upon which the Lessor received agreed compensation from the relevant insurance company;(g) make good any shortfall between the amount outstanding under the Contract including the Lessor’s costs and expenses relating to the events leading to the total loss of the Vehicle and subsequent to it, and the amount of compensation agreed with and received from the relevant insurance company; and (h) within fourteen days of notification to the insurer, notify the Lessor of any damage to the Vehicle and obtain the Lessor’s consent to the manner and standard of repair, the cost of which shall be borne by the Hirer or its insurance company. If the repair has not been undertaken before the Vehicle is returned to the Lessor for whatsoever reason, the Hirer shall pay the Lessor any repair costs incurred by the Lessor in undertaking such repairs.
16. TERMINATION 16.1 Without limiting the Lessor’s other rights and remedies, the Lessor may terminate the Contract with immediate effect at any time by giving notice to the Hirer if: (a) the Hirer fails to pay the Rent or any other sums due under the Contract on the Due Date for payment; (b) the Hirer becomes insolvent, is unable to pay its debts, ceases to trade, has a receiver appointed over the whole or any part of its assets, has an administrator appointed, enters into any composition with its creditors generally, is wound up, any act of bankruptcy or any step is taken towards any of these events;(c) the Hirer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or is deemed unable to pay its debts within the meaning of section 123 or 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; (d) the Hirer has any execution or distress levied or allows the Hirer’s goods to be seized under any distress execution or other process;(e) the Hirer breaches any term of the Contract; (f) the Hirer does or permits any act inconsistent with the Lessor’s title to the Vehicle; (g) the Vehicle is determined as a total loss under the terms of any insurance policy taken out by the Hirer; (h) the Hirer allows the Vehicle to exceed the Permitted Mileage (as defined in the Schedule) in aggregate by more than twenty per cent (20%); (i) there is change of control of ownership of the Hirer; and (j) where the Hirer is a company or corporation, the Hirer ceases to be a subsidiary of that company.
17. CONSEQUENCES OF TERMINATION 17.1 Upon termination of the Contract in accordance with clause 16 or upon expiry of the Term, the Hirer shall remain liable under the Contract until: (a) all Rent and other monies due under the Contract up to the date the Lessor has safe possession of the Vehicle (as set out in clause 4.9) has been paid by the Hirer; (b) indemnify the Lessor for any costs including but not limited to loss of Rent, recovery costs and repair costs, legal costs incurred by the early termination of the Contract under clause 16; and (c) deliver to the Lessor the Vehicle in a satisfactory condition as outlined in the Contract and clause 4.9. 17.2 The Lessor shall be permitted to remove the Vehicle from any property where it is kept or stored and for this purpose may from time to time enter such property and seize and remove the Vehicle. Any costs incurred by the Lessor in removing the Vehicle shall be fully indemnified by the Hirer.
18. LIMITATION OF LIABILITY 18.1 This clause sets out the entire financial liability of the Lessor (including any acts or omissions of its employees, agents, consultants and subcontractors) to the Hirer in respect of: (a) any breach of the Contract; (b) any use made by the Hirer of the Vehicle; and (c) any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.18.2 Nothing in these Terms shall limit or exclude the Lessor’s liability for: (a) death or personal injury caused by the Lessor’s negligence; (b) fraud or fraudulent misrepresentation; or (c) for any matter which it would be illegal for the Lessor to exclude or attempt to exclude its liability.18.3 Subject to clause 18.2 and clause 18.4: (a) the Lessor’s total liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total rental value calculated from the commencement date of the Term up to the date of termination of the Contract; and(b) the Lessor shall not be liable to the Hirer for loss of profit, loss of business, loss of use, loss of corruption of data or information, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.18.4 Except as set out in the MVHA, all warranties, conditions and other terms implied by statue or common law are, to the fullest extent permitted by law, excluded from the Contract. 18.5 The Hirer shall, as soon as it becomes aware of a matter that may result in a claim as detailed in clause 18.1 provide the Lessor immediately with written notice of the matter and shall not under any circumstances admit liability or settle the matter. 18.6 This clause 18 shall survive termination of the Contract.
19. DATA PROTECTION19.1 Words and phrases with defined meanings in the Data Protection Legislation have the same meanings when used in this Contract, unless otherwise defined in this Contract.19.1.1 If the GDPR ceases to apply to the United Kingdom, references to the GDPR, to provisions within it and to words and phrases with defined meanings in it, shall be deemed references to Replacement National Legislation, the nearest equivalent provisions in it and the nearest equivalent words and phrases in it (as the case may be).19.1.2 Each party shall comply with the Data Protection Laws applicable to it in connection with this Contract, and shall not cause the other party to breach any of its obligations under Data Protection Laws.19.1.3 The parties agree that the Data Processor shall be authorised to process Personal data supplied by the Disclosing Party in the manner and for the purposes set out in the Contract and for no other purpose.19.2 The parties have agreed that the Receiving Party will process Personal Data as the Data Processor on behalf of the Disclosing Party which shall act as a Data Controller of such Personal Data for the purposes of this contract. The Data Processor shall or shall ensure that it’s Sub-Contractor or any Sub-Processor appointed by it under this contract shall;19.2.1 process the Personal Data only on behalf of the Data Controller, only for the purposes of this Contract or instructions received in writing from the Data Controller from time to time. The Data Processor shall notify the Data Controller if, in its opinion, any instruction given by the Data Controller breaches Data Protection Laws or other applicable law;19.2.2 not otherwise modify, amend or alter the contents of the Personal Data or disclose or permit the disclosure of any of the Personal Data to any third party (including without limitation the Data Subject itself) unless specifically authorised in writing by the Data Controller;19.2.3 document all processing in accordance with Article 30 GDPR and/or the provisions having equivalent effect in Replacement National Legislation;19.2.4 only grant access to the Personal Data to persons who need to have access to it for the purposes of performing the Data Processor’s obligations under this Contract;19.2.5 ensure that all persons with access to the Personal Data are: 19.2.5.1 reliable, trustworthy and suitably trained on Data Protection Laws; and 19.2.5.2 subject to an obligation of confidentiality or are under an appropriate statutory obligation of confidentiality.19.2.6 taking into account the nature of the processing and the information available to the Data Processor, assist the Data Controller in ensuring compliance with its obligations pursuant to Article 32 to 36 GDPR inclusive and/or the provisions having equivalent effect in Replacement Legislation;19.2.7 take the measures required pursuant to Article 32 GDPR and/or the provisions having equivalent effect in Replacement National Legislation and the security obligations set out in this Contract (as amended from time to time), whichever imposes a higher standard, to: 19.2.7.1 protect the Personal Data against any Personal Data Breach; and 19.2.7.2 detect and report any Personal Data Breach within good time,19.2.8 notify any Personal Data Breach to the Data Controller as soon as reasonably practicable and in any event within 24 hours of becoming aware of such breach and provide all reasonable assistance to the Data Controller in relation to the notification of such breach to the Information Commissioner and any other applicable regulator and any data subject;19.2.9 provide all reasonable assistance to the Controller (at the Data Controller’s cost) in ensuring compliance with its legal obligations relating to data security and privacy impact assessments;19.2.10 subject to clause 19.2.11 below, not engage another processor (a "Sub-Processor") to process the Personal Data on its behalf without specific written consent of the Data Controller, approving a named Sub-Processor, such consent always subject to: 19.2.10.1 the Data Processor binding any Sub-Processor by written agreement, imposing on the Sub-Processor obligations in relation to the Personal Data equivalent to those set out in this Contract; and 19.2.10.2 the Data Processor remaining liable to the Data Controller for the acts and omissions of any Sub-Processor, as if they were the acts and omissions of the Data Processor;19.2.11 The Data Controller acknowledges and agrees that (a) the Data Processor may appoint any of its group companies to process Personal Data on its behalf as a Sub-Processor; and (b) the Data Processor and the Data Processor’s group companies respectively may engage third-party Sub-Processors in connection with the provision of their obligations under this Contract. The appointment of any such Sub-Processor shall be on written terms which impose upon the Sub-Processor obligations materially equivalent to those set out in this Contract. 19.2.12 The Data Processor shall make available to the Data Controller its current list from time to time of Sub-Processors (the “Sub-Processor List”) which shall include the identities of those Sub-Processors and their country of location. 19.2.13 If the Data Controller objects on reasonable grounds to the Data Processor’s proposed use of a new or replacement Sub-Processor, it shall notify the Data Processor promptly in writing and in any event within 10 Business Days after receipt of the Data Processor’s notification in accordance with the mechanism set out in paragraph 19.2.11. On receipt of such reasonable objection, the Data Processor and the Data Controller shall attempt to agree such change in the nature of the services to be provided by the Data Processor as may be required to avoid the processing of Personal Data by the new or replacement Sub-Processor to which the Data Controller objects, without unreasonably inconveniencing the Data Controller. If the Data Processor is unable to make available such change within a reasonable period of time, the Data Controller may terminate the individual Sub-Processor service.19.2.14 the Data Processor shall remain liable to the Data Controller for the acts and omissions of any Sub-Processor, as if they were the acts and omissions of the Data Processor.19.2.15 the Data Processor shall, and shall procure that any relevant group companies and Sub-Processors shall:19.2.16 notify the Data Controller within five business days if it receives: 19.2.16.1 a request from a Data Subject to have access to that person's Personal Data; or 19.2.16.2 a complaint or request relating to the Data Controller's obligations under Data Protection Laws; or 19.2.16.3 any other communication relating directly or indirectly to the processing of any Personal Data in connection with this Contract;19.2.17 not take action in relation to such communication, unless compelled by law or a regulator, without the Data Controller's prior approval, and shall comply with any reasonable instructions the Data Controller gives in relation to such communication;19.2.18 co-operate with the Data Controller (at the Data Controller’s cost) in relation to any complaint or request made in respect of any Personal Data including (without limitation) by: 19.2.18.1 providing the Data Controller with details of the complaint or request; 19.2.18.2 complying with a data access request within the relevant timescales set out in the Data Protection Legislation and in accordance with the Data Controller’s reasonable instructions; 19.2.18.3 providing the Data Controller with any Personal Data it holds in relation to a Data Subject making a complaint or request within the timescales reasonably required by the Data Controller; 19.2.18.4 providing the Data Controller with any information reasonably requested by the Data Controller; and 19.2.18.5 providing reasonable assistance to enable the Data Controller to enable it to respond or comply with the Data Subject’s complaint or request;19.2.19 on termination of this Contract and otherwise at the Data Controller's request (at the Data Controller’s cost), delete or return to the Data Controller (as specified by the Data Controller) the Personal Data (subject to the Data Processor retaining specific data required by Applicable Law) and procure that any party to whom the Data Processor has disclosed the Personal Data does the same;19.2.20 where reasonably possible, store the Personal Data in a structured, commonly used and machine readable format;19.2.21 not transfer Personal Data outside of the European Economic Area without the prior written consent of the Data Controller. Where the Data Controller consents to the transfer of Personal Data outside the European Economic Area, the Data Processor shall comply with: 19.2.21.1 where the Data Processor and/or any group companies and/or Sub-Processors are to process Personal Data in a country outside the EEA in which the level of protection afforded by law to Personal Data has been found to be Adequate, Data Processor shall, and shall procure that its group companies and/or Sub-Processors as applicable, shall, comply in all material respects with the Data Protection Laws of that Adequate country while the Data Processor and/or any applicable group company and/or Sub-Processor processes Personal Data in that country; and 19.2.21.2 Where the Data Processor and/or any group companies are to process Personal Data relating to persons resident in the European Union outside the EEA, whether by themselves or via a Sub-Processor, in a country not found to provide an Adequate level of data protection, the Data Controller and the Data Processor and/or any applicable group companies shall enter into the "Model Clauses (Processors)" before the transfer of such Personal Data outside the EEA; and 19.2.21.3 Comply with the obligations of a Data Controller under Articles 44 to 50 GDPR inclusive and/or the provisions having equivalent effect in Replacement National Legislation by providing an adequate level of protection to any Personal Data transferred; and 19.2.21.4 any reasonable instructions of the Data Controller in relation to such transfer;19.2.22 appoint and maintain a Data Protection Officer where required by the Data Protection Legislation, and where a Data Protection Officer is not required, have a named individual that is responsible and available to deal with Data Protection issues as and when they arise in conjunction with the Data Controller; and allow the Data Controller, or its external advisers (on reasonable written notice and subject to reasonable and appropriate confidentiality undertakings), to inspect and audit the Data Processor’s data processing activities and those of its relevant agents, group companies and sub contractors, and comply with all reasonable requests or directions by the Data Controller, and to the extent necessary provide the Data Controller with access to its premises during normal business hours to enable the Data Controller to verify that the Data Processor is in compliance with its obligations under this Contract.19.2.23 This clause defines the extent of the processing of Personal Data supplied by the Data Controller which the Data Processor shall be authorised to carry out under this Contract.
20. GENERAL 20.1 Force Majeure:(a) For the purpose of this Contract a “Force Majeure Event” means an event beyond the reasonable control of the Lessor or the Hirer, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Lessor or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. (b) The Lessor and the Hirer shall not be liable to the other party as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. (d) If the Force Majeure Event prevents either party from performing the Contract for more than 8 weeks, they have the right to terminate the Contract immediately by giving written notice to the other party.20.2 Assignment: The Hirer shall not, without the prior written consent of the Lessor, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.20.3 Authorised Representatives Any dealer or representative by or through whom the Contract may have been negotiated or arranged or introduced shall not be held to be an agent of the Lessor and shall have no authority to make representations or arrangements upon the Lessor’s behalf or to vary the terms and conditions of the Contract. 20.4 Notices:(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office or its principal place of business, or sent by fax to the other party's main fax number. (b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.(c) This clause 20.4 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.20.5 Waiver:(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. (b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.20.6 Severance:(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.20.7 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.20.8 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.20.9 Variation: Any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Lessor. The Lessor reserves the right to vary the Contract. 20.10 Errors and Omissions: The Lessor will make every effort to ensure that all prices and descriptions quoted on the Order Confirmation, any catalogue and website are accurate. In the case of manifest error or omission or a price being quoted incorrectly the Lessor will be entitled to rescind the Contract, notwithstanding that the Lessor may have accepted the Order and/or received payment from the Hirer. 20.11 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales.20.12 Intellectual Property Rights: (a) All intellectual property rights in the Personal Data vest and shall remain vested absolutely in the Disclosing Party. (b) Electronic media and other means of transport containing the Personal Data received by the Receiving Party and all copies or reproductions thereof shall also remain the property of the Disclosing Party.This agreement has been entered into as a deed on the date stated at the beginning of it.
Dear Sirs, Fleet Evolutions Salary Sacrifice Car Scheme in partnership with Gorsvenor Leasing allows you as a Company, to introduce company cars with the employee sacrificing salary in return for the use of a car. The provision and use of a car is governed by the Master Vehicle Hire Agreement (MVHA) from Grosvenor Leasing but the Salary Sacrifice Packaging Agreement confirms some variations to your MVHA where Fleet Evolution offer protection in the following areas 1. Termination – Standard termination penalties will be varied for salary sacrifice cars. Where an employee leaves the business and ceases to be an employee no additional charges will be made where the employee has 1 years’ service upon scheme entry subject to receiving 30 days’ written notice. Please note; this does not apply to voluntary termination of or return of a car whilst the employee is still in employment with you. In these cases, 50% of all remaining rentals must be paid by you and recovered from the employee and you agree to us offering the car to other eligible employees within this period (where applicable). 2. Extended Maternity, Parental and Sick Leave – Should an employee’s earnings fall below the living wage for more than 30 days due to sickness, maternity, paternity or adoption; Fleet Evolution will credit effected invoices to the employer for a maximum of 12 months. The employee will have the option to return the car without further penalty should this period exceed 12 months. 3. Assignment – Any individual agreement may be assigned to a new employer subject to approval by Grosvenor Leasing and credit approval, should you have an employee move due to TUPE, any other Company restructure, or join a new Company. Approval will not be unreasonably withheld provided that, the new employer agrees and adheres to the same terms and conditions currently in place with you. 4. Insurance – Comprehensive insurance will be arranged by Fleet Evolution on the employee’s behalf under this agreement subject to standard insurance terms for named drivers only. This insurance will be from a reputable insurer to meet the obligations stipulated under section 8. Fleet Evolution will provide details of all policies to Grosvenor Leasing. 5. Services - Fleet Evolution will provide replacement cars at their cost should a vehicle be off the road due to an accident, breakdown or warranty item. Fleet Evolution will provide calculation tools, reporting and management to package traditional contract hire into a salary sacrifice arrangement based on our understanding of current regulation. 6. Recharges – Except by prior agreement all recharges (excluding vehicle rentals) will be made initially to the employee. The employee acknowledges the transfer of responsibility for this in their scheme documentation. Should an employee not reimburse Fleet Evolution directly we will invoice The Customer who should facilitate a payroll deduction with an administration fee.It is understood that Grosvenor Leasing are solely responsible for the provision of cars and operation of the MVHA. The relevant MVHA clauses will not be varied, as detailed above, until Grosvenor Leasing authorises such variation and provides an addendum, detailing the varied wording, which is signed by you and Grosvenor Leasing.We, The Customer, have reviewed the Scheme Agreement Pack and agree to the Salary Sacrifice Packaging Agreement, Scheme Rules and Master Vehicle Hire Agreement. We confirm the implementation of a Salary Sacrifice Car Scheme and realise that neither Fleet Evolution nor Grosvenor Leasing will be held responsible for any change of policy or guidance from HMRC or other parties that affect the compliance of the scheme.