Terms & Conditions for use of a demonstrator
1 Definitions and Interpretation
1.1 The following definitions and rules of interpretation apply to the Agreement:
“Agreement”: the agreement permitting the Customer to use the Vehicle as more particularly set out in the Demonstrator Agreement and subject to these Conditions.
"Business Day": a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Commencement Date”: the date provided as the start date in the Demonstrator Agreement.
“Conditions”: the terms and conditions set out in this document as varied by Northside from time to time.
“Default Charges”: the charges set out in clause 8.
“Data Protection Legislation”: . all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
“Delivery Location”: Northside’s premises or such other location as agreed by Northside in writing.
“Demonstrator Agreement”: the written confirmation of the Customer’s right to use the Vehicle(s) (including any relevant Vehicle Inspection Form) under the Agreement as set out overleaf.
“Detriments”: losses, damages, claims, costs, fees, charges, fines, penalties, expenses and other detriments whatsoever (to include but not limited to reasonable professional fees and expenses incurred whether or not any mediation, arbitration or litigation is involved).
“Period of Use” the period set out in the Demonstrator Agreement (subject to earlier termination under clause 10).
“Vehicle(s)”: the demonstrator truck(s) (mounted or unmounted) and/or vans described in the Demonstrator Agreement and any replacement demonstrator truck(s) and/or vans made available to the Customer by Northside during the Period of Use.
“Vehicle Charge” has the meaning given in clause 7.1.
“Vehicle Inspection Form” the form recording the condition of the Vehicle(s) immediately prior to the Customer being provided with the Vehicle(s) (agreed by both Northside and Customer).
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors and permitted assigns.
1.2.3 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.5 A reference to writing or written includes fax and email.
2 Basis of Agreement
The Customer warrants and represents that it is entering into this Agreement in the course of a business.
3 Use of the Vehicle(s)
3.1 The use of the Vehicle(s) under this Agreement shall commence on the Commencement Date and shall continue for the Period of Use, on and subject to these Conditions.
3.2 It is agreed that the use of the Vehicle(s) shall not constitute a leasing or a sale of the Vehicle(s) or confer upon the Customer a right of ownership in the Vehicle(s). Nothing in this Agreement obliges Northside to transfer the Vehicle(s) to the Customer.
3.3 The Customer represents and undertakes that it will use the Vehicle(s) strictly in accordance with the terms of the Agreement.
3.4 Northside and the Customer will agree the Delivery Location in writing. The Customer must accept delivery of the Vehicle(s) at the Delivery Location.
3.5 The Customer agrees that the physical condition of the Vehicle(s) at the point of handover shall be as shown on the applicable Vehicle Inspection Form, a copy of which will be left with the Vehicle and is fit for the Customer’s required purpose. If there is any additional damage to the Vehicle(s) which is not shown on the Vehicle(s) Inspection Form then the Customer must ensure that it notifies Northside prior to the removal of the Vehicle(s) from the Delivery Location.
3.6 If no such notification is made then the Customer shall be deemed to have examined and accepted the Vehicle(s) and found them to be in good condition and free from defects and shall be liable for any repair, administration, lost revenue or other costs which Northside incurs in relation to the Vehicle(s) following such acceptance. The Customer further agrees that the physical condition of the Vehicle(s) at the point of collection or delivery at the end of the Period of Use shall be inspected by Northside.
3.7 Northside will keep each Vehicle's Registration Certificate (VC5 or any similar document).
3.8 The Vehicle(s) shall at all times remain the property of Northside and the Customer shall have no right, title or interest in the Vehicle(s) (save the right to possession and use in accordance with these Conditions).
4 Customer’s obligations
4.1 The Customer must before delivery or collection of the Vehicle(s) from the Delivery Location provide to Northside:
4.1.1 the Customer’s operator’s licence number;
4.1.2 a full legible copy of the Customer’s operator’s licence showing the available margin;
4.1.3 a full legible copy of the operator’s licence disc;
4.1.4 the date the Customer’s operator’s licence is to be renewed; and
4.1.5 details of the Customer’s insurance policy.
4.2 The Customer must supply the following immediately upon request during the term of the Period of Use to Northside:
4.2.1 details of the condition or location of the Vehicle(s);
4.2.2 the Customer's operator compliance risk score (OCRS) from time to time;
4.2.3 the Customer's roadside encounter history concerning the Vehicle(s) or otherwise;
4.2.4 any correspondence passing between the Customer and the traffic commissioner relating to the Customer’s operator’s licence, in particular relating to its validity and renewal;
4.2.5 if they exist, any preventative maintenance inspection sheets, records or history concerning the Vehicle(s);
4.2.6 any information concerning traffic offences that relate to the use of the Vehicle(s) (including but not limited to) congestion charges, speeding, bus lane, or parking; and
4.2.7 any other information concerning the Customer or the Vehicle(s) (or the extent necessary or useful in verifying the extent of the Customer's compliance with this Agreement or for Northside to comply with this Agreement or the law).
5 Use of the Vehicle
5.1 The risk of loss, damage or destruction of the Vehicle(s) shall pass to the Customer on delivery and shall remain with the Customer throughout the Period of Use and any further term during which the Vehicle(s) is/are in the possession, custody or control of the Customer and the Customer shall:
5.1.1 ensure that the Vehicle(s) always prominently display the relevant licence disc and any necessary permits;
5.1.2 if any Vehicle’s kilometre fails, as soon as reasonably practicable, notify Northside and make the Vehicle available so that Northside may have it repaired or replaced and inform Northside of the dates when it was not working;
5.1.3 take all necessary precautions, steps and measures so that the Vehicle(s) is/are and remain specified in and covered by a valid operator’s licence, ensure any Vehicle is not impounded, does not become the subject of any prohibition notice or any VOSA or police or Traffic Commissioner investigation or inquiry, is not written off and is not stolen;
5.1.4 keep the Vehicle(s) in the Customer’s possession and under the Customer’s control, safe and secure and in good and substantial repair, adequately lubricated, and not sell or dispose of it or them or attempt to do so or allow it or them to be seized, confiscated or taken;
5.1.5 not park the Vehicle(s) at any operating centre not specified on the Customer’s operator’s licence and/or outside the traffic area(s) for which the Customer holds an operator’s licence covering the Vehicle(s) when not in use; and
5.1.6 allow Northside or any of its agents or representatives to inspect and test the Vehicle(s) at all reasonable times and grant permission for Northside to enter any premises where the Vehicle(s) are kept for this purpose.
5.2 The Customer shall not:
5.2.1 use the Vehicle(s) for the carriage of loads in excess of its or their load carrying capacity and the Customer shall ensure that all loads are evenly distributed to prevent axle overloads;
5.2.2 carry on the Vehicle(s) any goods which may damage it or them or render it or them unfit to carry other goods;
5.2.3 overdrive the Vehicle at sustained high speeds;
5.2.4 keep or operate the Vehicle(s) in an unsuitable environment (include use off road);
5.2.5 smoke in the Vehicle(s) or allow pets or other animals into the Vehicle(s);
5.2.6 without the written authority of Northside permit the Vehicle(s) to be taken to any country outside the United Kingdom (and if Northside does give such authority the Customer must provide Northside with a copy of an international operator’s licence);
5.2.7 sell, assign, mortgage, pledge, underlet, let on hire, create a lien over, or dispose of or part with possession of the Vehicle(s) or any part of it or them or charge the benefit of this Agreement or attempt to do any of these things;
5.2.8 use the Vehicle(s) as security for a loan, debt or other obligation or liability (and not to allow anyone to have any other rights over it or them) and inform Northside as soon as possible in writing if any attempt to seize or claim the Vehicle(s) is made by any person for any reason;
5.2.9 remove or change any name, nameplate, identification number, trade mark or any other mark on the Vehicle(s) or any part thereof or change any detail on any statutory certificate relating to the Vehicle(s), use or allow the Vehicle(s) to be used for any purpose for which it or them are not designed or suitable or for professional driving instruction or motor sports;
5.2.10 make any modification or alteration to the manufacturer's design and specification of the Vehicle(s) or alter the engine, transmission or bodywork or add, substitute or modify any equipment or component parts without the previous written authority of Northside and if Northside does consent, (where applicable) the Customer must restore the Vehicle(s) to its original condition (at the Customer’s cost) before returning the Vehicle(s) to Northside. Title and property in all substitutions and replacements to the Vehicle(s) shall vest in Northside immediately upon installation;
5.2.11 drive the Vehicle(s) (or allow it or them to be driven) if the Customer becomes aware that any defect or damage makes a Vehicle’s continued use inadvisable and/or unlawful, until the defect or damage has been repaired;
5.2.12 drive the Vehicle(s) (or allow it or them to be driven) negligently, recklessly or when it is dangerous or unlawful to do so (to include, but not limited to, when the Customer ceases to hold an operator's licence for any Vehicle or is not compliant with the conditions regarding that operator's licence or any undertakings given to any Traffic Commissioner); or
5.2.13 use or permit the Vehicle(s) to be used in contravention of law.
5.3 The Customer shall not allow the Vehicle(s) to be driven or operated by any person:
5.3.1 other than the Customer’s qualified and trained, competent employee drivers (except by any driver involved in the maintenance of the Vehicle(s) or any other driver expressly permitted in writing by Northside to drive the Vehicle(s));
5.3.2 who has ever been convicted of driving whilst under the influence of drink or drugs, driving or being in charge of a vehicle with their blood/alcohol concentration above the prescribed limit, or convicted of careless or inconsiderate driving (if more than two endorsements) or who has caused death by reckless or dangerous driving;
5.3.3 who is under the influence of alcohol, hallucinatory drugs, narcotics or barbiturates;
5.3.4 who has within the preceding period of three years been convicted of any motoring offence or involved in any accident unless details have been disclosed to Northside and Northside has provided written consent to such person driving or operating the Vehicle(s). If any motoring offences are recorded against any authorised driver or drivers or if any authorised driver is involved in an accident during the Period of Use Northside may require that any such person is removed from the list of authorised drivers; or
5.3.5 who does not hold or who has not held a full United Kingdom driving licence (and where appropriate a heavy goods vehicle licence for the class of the Vehicle to be driven) for more than twelve months prior to the date on which this Agreement was commenced and the Customer will forthwith inform Northside if during the Period of Use any authorised driver ceases for any reason whatsoever to hold such driving or heavy goods vehicle licence as the case may be;
5.3.6 who is below the age of 21 or above the age of 65;
5.3.7 who has more than six points on their licence or (where appropriate) heavy goods vehicle licence; or
5.3.8 in any manner which will render any applicable insurance policy void.
5.4 The Customer shall immediately, at the request of Northside, do all that is required by Northside for the enforcement of any rights or remedies against other parties in connection with the Vehicle(s).
The Demonstrator Agreement will record the level of fuel and oil in the Vehicle(s) immediately before collection or delivery of the Vehicle(s) by the Customer. The Customer must return the Vehicle(s) to Northside with the same level of fuel and oil as recorded on the Demonstrator Agreement. Any difference in fuel or oil will be charged at the average local market rate plus a fee as communicated by Northside to the Customer in writing.
7 Vehicle Charges
7.1 Except only for vehicle excise licence fees (which may, with prior agreement, be paid by Northside), it is the Customer’s responsibility to pay all parking fines, charges, fees, speeding fines, congestion charges, impounding related charges (to include, but not limited to, release fees) and all other fines, charges, fees, duties, tolls and penalties whatsoever that become payable to or are imposed by VOSA, the police, any regulator, any traffic commissioner, any court or tribunal of competent jurisdiction or the police, authority or other organisation in respect of the use of and/or condition of and/or road-worthiness of the Vehicle(s) and Northside’s legal expenses, costs and any administration fees incurred in respect of these matters ( each a “Vehicle Charge” and together “Vehicle Charges”). By signing the Demonstrator Agreement, the Customer acknowledges and agrees that it is its responsibility, and it is therefore fully liable to pay all Vehicle Charges.
7.2 If Northside receives notice of a Vehicle Charge from an organisation, Northside may either (at its discretion) and without prejudice to its rights and remedies: (i) pay it on the Customer's behalf, without giving the Customer any prior notice, and recharge it in full to the Customer, or (ii) provide the organisation making the charge with the Customer's details for payment. In each case Northside may also charge the Customer all its cost and expenses incurred in dealing with each Vehicle Charge). Without prejudice to the rights set out in this clause, Northside reserves the right not to pay the Vehicle Charge if it relates to an endorseable offence.
7.3 In order to ensure that Northside is able to enforce the provisions of this clause 7 in relation to all and any Vehicle Charges, the Customer agrees that it will (at its own cost) do all such acts and things, provide such information and evidence and sign all documents, which Northside deems necessary or desirable to demonstrate that the Customer is fully liable for all and Vehicle Charges.
7.4 Northside will pay vehicle excise licence fees for the Vehicle(s) unless otherwise agreed with the Customer.
8 Default Charges
8.1 If the Customer breaches (or does not comply with) this Agreement for any reason, Northside may charge the Customer all its costs, claims, losses and expenses that Northside reasonably incurs enforcing Northside's rights (including, but not limited to, legal costs, court fees and costs incurred locating and communicating with the Customer and in locating, recovering, storing and insuring the Vehicle(s)).
8.2 If on inspection it is clear to Northside that the Customer has permitted smoking and/or has allowed pets or other animals in the Vehicle, then without prejudice to the remainder of this clause 8, Northside shall be entitled to charge the Customer an additional £250 to clear the Vehicle of cigarette smoke and/or pet smells.
8.3 At the end of this Agreement if the Customer returns all or any of the Vehicle(s) in less than good repair and condition (allowing for fair wear and tear) in accordance with Clause 13, or the Customer does not return all or any of the Vehicle(s) documents or items referred to in the definition of Vehicle(s), Northside may charge the Customer the resulting reduction in that Vehicle's value and/or the cost of replacement documents or items.
8.4 If the Customer does not return all or any of the Vehicle(s) to Northside at the end of the Period of Use and/or when the Customer is required to do so under this Agreement, Northside may charge the Customer £100 per day commencing from the first day following the end of the Period of Use until the day the Customer returns it to Northside.
9 Insurance by Customer
9.1 During this Agreement (from when the Customer receives the Vehicle(s) until Northside receives it or them back at the end of this Agreement) the Customer will insure the Vehicle(s):
9.1.1 the Customer will be responsible for any loss or damage to the Vehicle(s), even if this happens without the Customer's fault unless caused as a result of Northside's negligence or Northside's breach of this Agreement;
9.1.2 the Customer must, no later than the Commencement Date, have in place, pay for and maintain valid and adequate comprehensive insurance cover for each Vehicle's full replacement value against all insurable risks (including fire, theft, damage, accident, loss in transit, seizure and the cost of repatriation if the Vehicle is taken outside the United Kingdom) with a reputable insurance company and ensure it covers any third party risks or other risks relating to the Vehicle(s) as may be required by law;
9.1.3 the Customer shall not cancel or materially change the insurance (including any reduction in coverage or policy amount) without the prior written consent of Northside;
9.1.4 the Customer must inform the insurer of Northside's interest in the Vehicle(s);
9.1.5 the Customer must upon demand produce copies of the full insurance policy documents to Northside (and evidence of insurance premiums having been paid in full) if Northside requests this;
9.1.6 the Customer must ensure the Vehicle(s) is/are used within the terms of the insurance policy;
9.1.7 drivers engaged by the Customer in any capacity must be lawfully entitled to work in the United Kingdom, have valid driving licences and be covered by the policy to drive the Vehicle(s);
9.1.8 the Customer must inform Northside immediately if the Customer or its engaged drivers become disqualified from driving or for any other reason becomes no longer insured under the policy to drive any Vehicle;
9.1.9 if any Vehicle is damaged or in an accident, the Customer must make and pursue any claim against the applicable insurer with all due diligence, skill and care and use any insurance money the Customer receives for the damage to repair the Vehicle.
9.2 If any Vehicle is declared a total loss by the insurer or is stolen:
9.2.1 the Customer must inform Northside immediately without any delay;
9.2.2 the Customer must with all due diligence, skill and care make and pursue a claim under the Customer's vehicle insurance policy for the loss of the Vehicle and ask the insurer to pay the insurance money direct to Northside (and if the insurer pays the insurance money to the Customer for the Vehicle, the insurance money will be held on trust for Northside until paid to Northside and the Customer must promptly pay it to Northside);
9.2.3 Northside may (but is not obliged to) negotiate and agree the insurance claim for the Vehicle with the insurer (and, if Northside decides to do this, Northside will tell the Customer, and Northside will accept the best insurance payment Northside can reasonably negotiate with the insurer, and the Customer will be bound by this and must pay Northside any shortfall in the insurance payment when compared with the value of the Vehicle with 10 Business Days of the written demand of Northside.
9.3 The Customer acknowledges that by signing this Agreement Northside is authorised to contact the Customer’s insurance provider and/or broker to verify the insurance coverage in place and the Customer irrevocably authorises its insurer and insurance brokers to disclose any information requested from them by Northside.
10 Termination Events of Default
10.1 In the event of:
10.1.1 a material breach of the terms of this Agreement by the Customer;
10.1.2 the Customer repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify that its conduct is inconsistent with having the intention or ability to give effect to the terms of this Agreement;
10.1.3 any of the Customer's representations or the particulars in the Demonstrator Agreement proving to be incorrect;
10.1.4 the abandonment of any Vehicle by the Customer or the Customer no longer requiring the use of the Vehicle(s) or Northside requesting its or their return; or
10.1.5 the Customer suspending, or threatening to suspend, payment of its debts or being unable to pay its debts as they fall due or admitting inability to pay its debts or it being deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
10.1.6 the Customer commencing negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or making a proposal for or entering into any compromise or arrangement with its creditors (other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer);
10.1.7 a petition being filed, a notice being given, a resolution being passed, or an order being made, for or in connection with the winding up of the Customer (other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer);
10.1.8 an application being made to court, or an order being made, for the appointment of an administrator, or a notice of intention to appoint an administrator being given or an administrator being appointed, over the Customer;
10.1.9 the holder of a qualifying floating charge over the assets of the Customer becoming entitled to appoint or has appointed an administrative receiver;
10.1.10 a person becoming entitled to appoint a receiver over all or any of the assets of the Customer or a receiver is appointed over all or any of the assets of the Customer;
10.1.11 a creditor or encumbrancer of the Customer attaching or taking possession of, or a distress, execution, sequestration or other such process being levied or enforced on or sued against, the whole or any part of the Customer's assets and such attachment or process is not discharged within 14 days;
10.1.12 any event occurring, or proceeding being taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.1.5 to clause 10.1.11(inclusive); or
10.1.13 the Customer suspending or ceasing, or threatening to suspend or cease, carrying on all or a substantial part of its business;
Northside shall be entitled to treat this Agreement as having been repudiated by the Customer and at any time thereafter it shall be entitled to serve written notice (which may subsequently be revoked) on the Customer to the effect that the repudiation is accepted and that this Agreement has been terminated by the Customer.
10.2 If the Agreement is ended as set out in clause 10.1, then without prejudice to any other rights and remedies of Northside, or its right to claim Default Charges, the Customer must pay Northside on demand any other costs and expenses incurred by Northside in recovering and collecting any sum due under this Agreement.
10.3 Upon termination of this Agreement and without prejudice to clause 10.2, Northside’s consent to the Customer’s possession of the Vehicle(s) shall terminate and Northside may, without notice, whether by itself or through its representatives, retake possession of the Vehicle(s).
10.4 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of Northside that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement, which existed at or before the date of termination or expiry.
11 Customer’s liability
11.1 The Customer shall:
11.1.1 indemnify Northside for all loss or damage of whatever nature to any Vehicle or any part thereof;
11.1.2 indemnify Northside against any liability, loss, damage or injury to third parties or to third party property arising out of the Customer's use of the Vehicle(s);
11.1.3 indemnify Northside for loss of revenue due to all and any Vehicle(s) being unfit to rent or sell as a result of the Customer’s use;
11.1.4 indemnify Northside against all and any Vehicle Charges;
11.1.5 indemnify Northside for all Detriments incurred as a result of a breach of this Agreement by the Customer; and
11.1.6 repay to Northside on demand all costs, charges and expenses incurred in any way by reason of any breach of this Agreement by the Customer including all costs, charges and expenses incurred by Northside in preparing or attempting to exercise any of its rights under the Agreement and in ascertaining the whereabouts of any Vehicle and/or the Customer.
12 Northside’s liability
12.1 If Northside breaches this Agreement or is negligent, Northside will not be liable for any loss or damage which is not reasonably foreseeable to the Customer and Northside when this Agreement is made.
12.2 On the basis that the Customer entered into this Agreement in the course of a business, the express terms and conditions of this Agreement are in lieu of all warranties, conditions, terms, representations, statements, undertakings and obligations, whether express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, all of which are hereby excluded, except for the terms implied by Sections 7 (title), 8 (hiring by description) and 9 (quality and fitness) of the Supply of Goods and Services Act 1982 to the extent that they cannot be contractually excluded.
12.3 If Northside breaches this Agreement or is negligent or breaches any other legal duty of care owed by it to the Customer:
12.3.1 Northside will not be liable for any loss of profit, loss of business, loss of revenue or other economic loss (in each case whether direct or indirect loss) or for any indirect or consequential loss or damage which arises out of or in connection with this Agreement;
12.3.2 Northside will not be liable more than once for all claims or entitlements arising from the same event or series of connected events;
12.3.3 Northside’s total aggregate liability per event or series of connected events in connection with this Agreement shall not exceed the aggregate of any charges that would have been payable under this Agreement had the Vehicle been hired by the Customer; and
12.3.4 the Customer must not set-off (against the money payable under this Agreement) any money the Customer claims against Northside.
12.4 Northside will not be liable for any breach or delay in performing or failure to perform its obligations under this Agreement if such delay or failure results from events, circumstances or causes outside Northside's reasonable control, such as (but not limited to) office computer system or telecommunication failures outside the Customer's reasonable control, industrial action or strikes or acts of God, natural disasters, acts of government authorities or acts of terrorism.
12.5 Nothing in this Agreement will exclude or restrict any liability Northside may have for death or personal injury caused by Northside’s negligence, or for any fraud by Northside, or for any other liability to the extent that it cannot be contractually excluded and/or limited under the law.
13 Return of Vehicle
13.1 When this Agreement ends under Clause 10 and/or the Period of Use expires, the Customer will no longer have any right to keep the Vehicle(s) and the Customer must return it or them to Northside by making it available for Northside to collect from the Customer or, only with Northside’s prior agreement, return it to Northside at the Customer's expense at the location in the United Kingdom which Northside reasonably specifies.
13.2 If the Customer fails to return the Vehicle(s) to Northside in accordance with Clause 13.1 above, or fails to comply with this Agreement, then without prejudice to clause 8.4, Northside will be entitled to repossess it or them. If the Customer continues to operate the Vehicle(s) in contravention of this Agreement or, after the Customer’s rights have been terminated, Northside will be entitled to report the Vehicle(s) as stolen to the police or any other law enforcement agency.
13.3 The Customer must return the Vehicle(s) in good repair and condition (allowing for fair wear and tear) and the Customer must return with the Vehicle(s) together with all documents relating to the Vehicle(s), including (but not limited to) the service record, vehicle manual, the current MOT Certificate (if applicable), radio codes and any satellite navigation disc. The Customer's obligations under this Agreement continue until Northside receives the Vehicle(s) and all documents relating to the Vehicle(s).
13.4 If the returned Vehicle(s) contain personal effects, Northside will (at its discretion) either return these to the Customer and charge the Customer its delivery costs or ask the Customer to collect them by arrangement with Northside. In each case an administration fee that Northside considers reasonable may also be payable. If Northside asks the Customer to collect the personal effects and the Customer fails to do so within 30 days of Northside’s request, Northside will be entitled to dispose of them in a manner Northside reasonably decides without further notice to the Customer (which may include, at Northside's discretion, selling them, handing them to the police or giving them to any charity). If Northside sells the personal effects, Northside will credit any sale proceeds towards any money the Customer owes Northside under this Agreement and pay any balance left over to the Customer (less any reasonable sale costs).
13.5 Northside may claim such Default Charges as it deems are due and payable.
14.1 The person(s) who sign this Agreement on behalf of the Customer warrant(s) that they have the appropriate and necessary authority to do so on behalf of the Customer.
14.2 Where two (2) or more persons are named as the Customer, their liability shall be joint and several.
14.3 This Agreement and any dispute or claim arising out of this Agreement shall be governed and construed in all respects in accordance with English law. The parties agree to submit to the exclusive jurisdiction of the English courts.
14.4 Northside has the right to, (but the Customer may not without the written consent of Northside in writing) assign, transfer, change or subcontract or deal in any other way with its rights arising under the Agreement in whole or in part, without the Agreement of the Customer.
14.5 Any notice or other communication given to a party under or in connection with the Agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address or, as the case may be, fax number or email address as that party may have specified to the other party in writing in accordance with this clause 14.5. , and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, fax or e-mail.
14.6 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.5; if sent by pre-paid first class post or recorded delivery, at 9:00am on the second working day after posting; 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 or e-mail, at 9am on the working day after transmission.
14.7 If any court or competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected.
14.8 A waiver of a right or remedy under the Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. 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.
14.9 A person who is not a party to the Agreement shall not have any rights under or in connection with it and shall not have any rights to enforce its terms.
14.10 No variation of the Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by Northside.
15 Data Protection and Processing of Data
15.1 Northside and the Customer shall comply with all applicable requirements of the Data Protection Legislation. This clause 15 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
15.2 It is acknowledged that for the purposes of the Data Protection Legislation, the Customer and Northside are both Data Controllers (where Data Controller has the meaning as defined in the Data Protection Legislation).
15.4 Without prejudice to the generality of clause 15.1, where applicable the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Northside for the duration and purposes of this Agreement.
15.5 Without prejudice to the generality of clause 15.1, Northside shall, in relation to any Personal Data where it is a Data Controller:
15.5.1 comply with its obligations under Data Protection Legislation in its collection, processing and provision of Personal Data in connection with this Agreement;
15.5.2 comply with all the internal policies and procedures that it has in place to deal with the collection, use and processing of Personal Data;
15.5.3 provide the Customer with such co-operation and information as it may reasonably request to fulfil the Customer’s rights under Data Protection Legislation;
15.5.4 promptly, and at the option of the Customer, return to the Customer or delete all materials and Personal Data of the Customer following termination of expiry of this Agreement, other than to the extent its retention is required by relevant laws;
15.5.5 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
15.5.6 notify the Customer as soon as practicable on becoming aware of a Personal Data breach;
15.5.7 maintain complete and accurate records and information to demonstrate its compliance with this clause 15.5.
15.6 The Customer will:
15.6.1 comply with its obligations under applicable Data Protection Legislation in relation to its collection, processing and provision of Personal Data to Northside in connection with this Agreement, including that its processing of Personal Data is lawful and is undertaken in accordance with the principles relating to the processing of Personal Data set out in Data Protection Legislation;
15.6.2 ensure there is no prohibition or restriction in place which would prevent or restrict the Customer from disclosing or transferring the Personal Data to Northside;
15.6.3 not permit Northside to process any Personal Data, in breach or contravention of any order issued to, or limitation of processing imposed on, the Customer by any supervisory authority; and
15.6.4 provide Northside with such co-operation and information as Northside may reasonably request from time to time to permit Northside to comply with its obligations under Data Protection Legislation.
16 Confidential Information
16.1 Northside and the Customer shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other except as permitted by clause 16.2.
16.2 Each party may disclose the other party's confidential information:
16.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 16; and
16.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.3 Neither Northside nor the Customer shall use the other’s confidential information for any purpose other than to perform its obligations under this agreement.