FLEETMAXX SOLUTIONS TERMS & CONDITIONS OF SALE

FLEETMAXX SOLUTIONS LIMITED

Terms and Conditions of Sale

Please read the following Terms and Conditions carefully as they create legally binding rights and obligations.
Please note that we reserve the right to amend these Terms and Conditions at any time. The latest terms will always be available on our website (www.fleetmaxxsolutions.co.uk).

FUEL CARDS

The following Terms and Conditions govern your use of the fuel cards issued and/or administered by Fleetmaxx Solutions Ltd (FMX)

DEFINITIONS

The words or phrases below shall have the following meanings throughout these Terms and Conditions:

“Application” an application via our website or over the telephone for the purchase/supply of any of our Goods and/or Services.

“Business Day” means any day other than a Saturday, Sunday, or bank or other public holiday in Scotland.

“Card(s)” personalised plastic card(s) provided by the Company to allow Customers to obtain fuel and/or other items at authorised Sites

 “Company” Fleetmaxx Solutions Limited, a company registered in Scotland under the registration number SC625987 with a registered office at Nethan Street, Motherwell, Lanarkshire, ML1 3TF.

“Contract” has the meaning given to it in clause 1.1

“Customer(s)” the corporate body, partnership, or individual identified on the Application.

“Customer Personal Data” means any information about an identifiable natural person.

“Force Majeure” shall include an act of God, flood, fire, war, riot, shortage of materials, enactment of legislation by Government, industrial disputes, or any other cause (whether of the same nature as the foregoing) which is beyond the reasonable control of the party affected.

“Goods and / or Services” means fuels, lubricants, telematics, cameras, and any other goods/services offered via our website.

“Network Supplier” means the relevant fuel network supplier which has authorised Fleetmaxx Solutions Ltd to issue Cards to Customers on its behalf. Examples include Shell, Esso, UK Fuels, Keyfuels and MINA.

ACCEPTANCE OF TERMS AND CONDITIONS

1.1 The use of any Goods and/or Services provided by Fleetmaxx Solutions Ltd constitutes acceptance of these Terms and Conditions by the Customer. At this point a Contract will exist between Fleetmaxx Solutions Limited and the Customer (the “Contract”).

1.2 The Company charges a fee for Cards. This fee applies to all Cards including replacement, additional or renewed cards. Card charges are non-refundable.

1.3 The Company on occasion may suspend this fee on the understanding all cards will be regularly used by the Customer. The Company reserves the right to charge the full fee in the event of any cards not being used within six months of their issue.

1.4 Cards used by Customers always remain the property of the Network Supplier. The Customer agrees to return any Cards to the Company when requested to do so by the Company.

USE OF THE CARD

2.1 The Customer is always responsible for the security of the Card and must ensure the card is used by authorised persons only to purchase Goods and/or Services appropriate to that Card from Sites operated by the appropriate Network Supplier. The Company does not control these Sites and accepts no responsibility whatsoever if any Goods and/or Services are not available for whatever reason from any Site. The Customer must comply with all requirements of the Site.

2.2 The customer is responsible and liable for all purchases made using the Card. Although there may be a name or vehicle registration on the face of the card, this is not a security measure, and the Customer remains liable for purchases using the Card even in the event the Goods and/or Services purchased are for another vehicle.

2.3 The Cards should not be used after the expiry date. All Cards which have expired should be destroyed as soon as possible

2.4 Customers should always ensure Cards which have not expired are not damaged or defaced.

2.5 If a Card is lost or stolen or the Customer believes that the security of a Card might be compromised, the Customer shall immediately notify the Company so that the Card can be cancelled. When notifying the Company, the Customer is required to quote the Card number. Although Customer notifications can be made over the phone, these must also be confirmed in writing to the Company. Until this confirmation has been received the stop remains unconfirmed and the Customer remains liable for all purchases made on the card. The customer is liable for 48 working hours from when they receive an acknowledgement from the provider (Fleetmaxx) that notification has been received of the lost or stolen card.

2.6 The Customer must ensure that any person using any of their Cards must not interfere with any of the equipment at any Site. In the event there appears to be a defect the Customer must immediately report the problem to the relevant Network Supplier.

CARD SECURITY

3.1 The Company will provide the Customer with a Personal Identification Number (PIN) for each card supplied, apart from the Fuelgenie Card, this card has no pins. It is always the Customers responsibility to keep PIN’s safe and secure.

3.2 If the Customer believes a PIN has been compromised, they must contact the Company immediately. The Company will then issue a replacement PIN. This may incur a fee.

3.3 Card Guard: Industry standard terms with respect to customer liability for lost or stolen cards are that the customer is liable for 48 working hours from when they receive an acknowledgement from the provider (Fleetmaxx) that notification has been received of the lost or stolen card. While most providers will cancel or stop a card significantly quicker than that, they will not guarantee it. This means that in extreme circumstances such as a Bank Holiday weekend, a card could be stolen after 5:00pm on Friday and the customer will remain liable until 08:30 the following Thursday. Card Guard ensures that the customer will have no liability from the moment we acknowledge receipt of their cancellation. Card Guard is an ‘opt in’ service supplied by the Company.

3.4 Card Guard protection will not apply:
If the Customer gave the relevant card or PIN to an unauthorised person.
If the circumstances resulting in the missing card was due to the negligence of the Customer.
If prior to the card becoming missing, the Customer failed to comply with a request made by Fleetmaxx Solutions Ltd to destroy or return the card.
If the Customer was in breach of the contract.
A maximum of three claims can be made in any twelve-month period to a maximum value of £2500 per claim, determined by the cover level selected, unless agreed otherwise in writing by Fleetmaxx Solutions Ltd.

PRICES

4.1 The price of fuel is dependent on the type of card used, the grade of fuel purchased and the site at which the fuel is purchased.

4.2 The Company reserves the right to vary the price of fuel at any time as well the method by which the price of fuel is calculated.

4.3 Where price guarantees are offered, they are calculated on the last 52-week average for standard diesel only compared against those published on the UK Government website. The Shell Fleet fuel card is excluded from any price guarantees as are all pump price related cards.

4.4 Fleetmaxx Solutions Ltd will invoice the Customer for all fuel and other items purchased at the prices applicable at the time of purchase. The frequency of invoicing will be notified by the Company to the Customer. The Company reserves the right to change the frequency of invoicing at any time. The Customer will be notified of any changes.

4.5 The Customer is liable to pay all taxes, duties, levies, charges, and surcharges on purchases made with the card(s) at the appropriate rate.

4.6 Invoices will be sent to Customer via email. The Company will charge the Customer for paper invoices including further copies of paper invoices previously sent.

4.7 Invoices should be reviewed by the Customer on receipt. Any queries must be made in writing to Fleetmaxx Solutions Ltd within three business days of the invoice being sent to the customer (via either email or post). Any invoice queries made after this timescale will not be considered and will remain payable by the Customer.

PAYMENT

5.1 All invoices must be paid by the Customer by the due date as detailed on the invoice. Funds must be cleared by the due date.

5.2 Payments should be made by the Customer to the Company by direct debit. If the due date falls on a non-business day, then the Company will take the direct debit on the previous business day.

5.3 The Customer must ensure that there are enough funds in their bank account on the due date to allow payments to clear. If a customer’s payment fails to clear, then the Company reserves the right to charge an administration fee for each occurrence of £35 for each returned direct debit. If a customer’s payment fails, then the Company may place all the Customer’s cards on stop and/or cancel all the Customer’s cards with immediate effect. If the Company chooses to cancel all the Customer’s cards, then all amounts due to Fleetmaxx Solutions Ltd will immediately become due and payable in full.

5.4 The Customer should ensure there is always a valid direct debit mandate in place.

5.5 The Company will allocate the Customer with a credit limit based on the Customer’s requirements and the financial standing of the Customer. The Company will advise the Customer of their credit limit. The Company reserves the right to change this credit limit at any time and will advise the Customer if any changes are made. The Customer must ensure they always remain within this credit limit. If the Company has concerns over the financial standing of the Customer and reduces the Customer’s credit limit to nil, then all amounts owed by the Customer to the Company will immediately become due and payable in full and the cards may be stopped/restricted.

5.6 The Customer must make all payments due to the Company without any deduction for set off, counterclaim, discount or otherwise.

5.7 Any payments made to the Company by the Customer by bank debit card or credit card will be subject to a fee of between 2.50% and 4.00% plus VAT.

5.8 If the Customer fails to pay any sums due on or before the due date, or if there are any concerns regarding the Customer’s financial standing, the Company may increase prices and other fees and payments due under this Contract and/or reduce the payment period for invoices and/or require the payment of a deposit or the provision of additional security arrangements to cover the increased credit trade risk.

5.9 If the Company must engage the services of a third-party collection agency to facilitate payment of outstanding amounts due, a fee of 10% of the original balance may be added, then all (reasonable) related costs will be payable by the Customer and the Company will recharge all such costs to the Customer.

5.10 If any amounts due by the Customer to the Company remain outstanding beyond the due date, the Company will be entitled to charge the Customer interest on that sum at 8% per annum above the Bank of England base rate from the due date until the date of payment. This interest will accrue daily.

TERMINATION

6.1 The Contract between the Customer and the Company will remain in force until it is terminated in accordance with this clause 6. For electric vehicle (EV) products, a minimum term of six months from the date the account opens applies.

6.2 The Company may terminate the Contract at any time with immediate effect. For electric vehicle (EV) products, 30 days’ notice in writing will be given.

6.3 The Customer may terminate the Contract at any time with 30 days’ notice in writing to the Company. Providing the minimum term if applicable, has been achieved.

6.4 If any of the following occur, the Company shall be entitled to terminate the Contract immediately in whole, in part or suspend the provision of the Services temporarily or indefinitely:
(i) the Customer breaches any of its obligations under these Terms and Conditions.
(ii) the Company acting reasonably believes that the Customer’s financial stability is such that it may not be able to pay its debts and/or may become insolvent.
(iii) the Customer goes into administration, liquidation, receivership, makes any arrangement with its creditors or any such similar event occurs which, in the opinion of the Company, may affect the ability of the Customer to meet its obligations under the Contract.
(iv) there is a change in the shareholding of the Customer to the extent that there is a change in control (where “control” means the ability to influence directly or indirectly the running of the business)
(v) the Company receives notification that the credit insurance cover it has in place for the Customer has been reduced or withdrawn.
(v) the agreement that the Company has in place with the Network Supplier to supply cards used by the Customer is terminated or comes to an end.

6.5 Upon termination of the Contract for whatever reason, the Customer must return all cards to the Company. All outstanding sums will become immediately payable by the Customer to the Company.

6.6 The Customer is no longer authorised by the Company to use the card to make purchases (without prejudice to the Customer’s liability for purchases made on the card as per clause 2.2)

LIMITATION OF LIABILITY

7.1 Nothing in these Terms and Conditions shall exclude or limit the Company’s liability for death or personal injury caused by the negligence of the Company, its officers, employees, contractors, or agents, for fraud or fraudulent misrepresentation, for breach of the obligations implied by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982, or for any other liability which may not be excluded by law.

7.2 Subject to 7.1 above to the fullest extent permitted by law, all warranties, representations, and conditions given by the Company, whether express or implied, whether by common law or statute or otherwise are excluded.

7.3 Subject to 7.1 above neither party shall be liable to the other in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, for any indirect, special, or consequential loss or damage howsoever caused arising out of, or in connection with, the Contract.

7.4 The Company makes no warranty that Sites as well as Goods and/or Services will be available at all relevant Sites nor that those Sites will accept or honour the Card. The Company accepts no liability whatsoever for any loss (either direct or consequential) arising because of a failure by the Customer to purchase Goods and/or Services at any Site. The Company has no control over Sites and accepts no liability for any event at a Site which causes loss or harm to the Customer.

7.5 The Customer shall reimburse the Company in full for all costs however arising relating to a breach of the Customer’s obligations within these Terms and Conditions and use of a Card which has been confirmed by the Customer as having been destroyed, stolen or damaged.

7.6 The terms of this Clause 7 shall remain in force following the termination of the Contract.

ASSIGNMENT AND SUBCONTRACTING

8.1 The Company may assign all or any part of its rights under the Contract and may transfer and/or sub-contract all or any part of its obligations under the Contract to any third party.

8.2 The Customer may not assign its rights or sub-contract or sub-licence, all or any of its benefits, rights, or obligations under the Contract (in whole or in part) to any third party without the prior written consent of the Company

DATA PROTECTION

9.1 Both parties agree to comply with all the obligations and requirements of the Data Protection Act 2018.

9.2 In providing the Goods and/or Services to the Customer, the Company is required to process Customer Personal Data. The Company will only process the Customer Personal Data that it requires to do so to provide the Goods and/or Services.

9.3 When providing Customer Personal Data to the Company, the Customer will ensure it has all appropriate consents in place to allow this data to be passed to the Company. The Customer must immediately notify the Company in writing of any changes to the Customer’s name, address, or bank details. It is the Customer’s responsibility to ensure the information provided to the Company is complete and accurate.

9.4 Should a data subject make a request to either the Customer or the Company in relation to the data held then the Company and the Customer will assist each other in responding to the request. This applies to ensure compliance with obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations.

9.5 The Company will ensure that it has in place appropriate technical, security and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data. The Company will also ensure appropriate measures are taken to ensure no accidental loss or destruction of, or damage to Customer Personal Data, having regard to the state of technological development and the cost of implementing any measures. The Company will ensure that all personnel who have access to or process Customer Personal Data keep it confidential and are aware of their obligations, and data subjects’ rights, under the Data Protection Laws. Should the Company become aware that there has been a breach of security concerning Customer Personal Data, including if any data is lost, destroyed, corrupted or unusable then the Company will notify the Customer as soon as is practicably possible.

9.6 The Company may run credit checks on the Customer for credit insurance and fraud prevention purposes. The Customer hereby agrees that the Company may run such checks for these purposes.

9.7 The Company may require that the Customer Personal Data is processed by a third party. The Company confirms that it has a written agreement in place with such third-party processors and the Company will remain fully liable for all acts or omissions of any third-party processor appointed by it but always subject to these Terms and Conditions and any limitations of liability or obligation contained in them.

9.8 The Company will, at the Customer’s cost provide, on request, a copy of all personal data held for that Customer.

9.9 The Company will comply with an instruction from the Customer to delete or return Customer Personal Data including copies of this data on termination of the Contract unless it is required to continue to store such personal data by law.

GENERAL

10.1 A person who is not a party to the Contract shall not have any rights under or in connection with it pursuant to the Contract (Rights of Third Parties Act) 1999.

10.2 Any notice required to be given under the Contract shall be in writing and delivered personally, by first class post to the registered office or by email to the other party (to an email address as advised by that party as appropriate). Depending on how the notice was delivered, it will be deemed to have been given when:
(i) if delivered personally, at the time of the delivery
(ii) if by first class post 48 hours after the time of posting
(iii) if by email when the email has entered the IT system of the intended recipient providing there has not been a delivery failure message received by the sender from the recipient’s IT system

10.3 If the Customer consists of two or more persons acting in partnership or otherwise then “Customer” shall mean and include such two or more persons and each or any of them and all obligations and liability on the part of such a Customer shall be joint and several.

10.4 If any provision of these Terms and Conditions shall be deemed void for any reason whatsoever but would be valid if part of the wording were deleted, any such provision shall apply with such modifications as may be necessary to make it valid and effective.

10.5 Should either the Company or the Customer be unable to meet its obligations under the Contract by reason of Force Majeure then that party shall not be held liable for any loss to the other party. The party which is being prevented from meeting its obligations under Force Majeure must advise the other party as soon as practicably possible of this fact stating the reason and for how long it expects the reason to continue. This party should also advise the other party when the reason no longer exists.

10.6 This agreement 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 the law of England and Wales or, in Fleetmaxx Solutions Ltd absolute discretion, the law of Scotland (if the Customer is based in Scotland).

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). Nothing in this clause limits the right of Fleetmaxx Solutions Ltd to bring proceedings against a Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.