We are MotorVise (Automotive) Ltd (“we”,”us”,”MotorVise”).
Our registered office is at 8 Bailey Court, Colburn Business Park, Catterick, North Yorkshire, DL9 4QL.
You are our client, the legal entity which we do business with (“you”) as detailed on the Order Form.
When you engage us to provide services (“service/services”) by returning a signed order form, we will assume that you agree with the terms and conditions laid out in this document and this shall become a legally binding agreement, hereon referred to as “this agreement”.
1. This Agreement
When you order goods or services, your contractual relationship will be made between MotorVise and you.
By asking us to complete work or provide goods/services to you, you accept that you will be legally bound to the terms of this agreement. You understand that there shall be no variation to the terms of this agreement unless it is specifically agreed in writing between both parties and that we do not accept your terms and conditions without prior written confirmation.
Some of the products and services that we offer have their own specific terms and conditions and where there is a conflict between those terms and this agreement, they shall take precedence.
For the avoidance of doubt, this agreement and the terms and conditions of such are to the exclusion of any other terms, conditions, arrangements or otherwise entered into between the parties.
2. Order Processing
Any order or contract will only be deemed to be accepted when we receive a signed order form.
The nature of the products and services we provide mean that in some cases we need to carry out a survey, due diligence or other work before we can be certain that we are able to provide our Services. As such, acceptance of your order does not guarantee our ability to provide the Services. In the event we are unable to provide the Services this agreement shall immediately be terminated and all obligations under it become void. Any monies which have been prepaid to us shall be promptly refunded.
3. Working Together
We agree to provide you with goods and services as laid out on the Order Form. Any goods or services which fall outside of that specification are not included and if requested, may be charged for separately.
We further agree that we will provide any services with reasonable care and skill.
We will keep in force at all times appropriate professional indemnity and public liability insurance cover for the activities that we undertake for you.
Our provision of services is largely reliant on your cooperation and providing us with the information that we need as and when required. We can’t be held responsible for errors or delays which result from us being provided with incorrect or delayed information; or you failing to do what is required.
We will be entitled to invoice you for any goods or licenses as soon as they are delivered to your premises, and any services as soon as they have been provided.
We will either invoice you for goods/services delivered or provide you with details to make regular payments in advance as per the details on the order form.
You understand that title to any goods does not pass until we have received cleared funds from you; however, you are responsible for ensuring that the goods are kept securely and fully insured whilst in your possession.
Where you agree to a subscription-based service with us, it is our policy to receive payment for service in advance. The charges for our subscription Services are made on the assumption that payment shall be made by standing order and You shall be required to keep in force at all times a valid standing order mandate for the automatic settlement of all invoices.
Prompt payment of our invoices is important. We expect to receive cleared funds by the invoice due date, and should any invoice fall overdue you understand that we may exercise our right to claim late payment charges & interest in accordance with the UK late payment legislation.
In the event that payment is not received as it falls due and you have failed to make payment 7 days from receiving a written reminder to do so, you shall have committed a material breach of this agreement and we may suspend the provision of Services or refuse to accept future orders at our discretion. You shall not be entitled to any refunds or compensation during the period which the Services are suspended.
Should you wish to dispute any of our invoices you must do so in writing within 7 days of the date of receipt. We strongly recommend that all disputes are recorded in writing and e-mailed to email@example.com.
We accept payment by Cheque, BACS and Standing Order in British pounds sterling.
All of our charges are subject to VAT at the prevailing rate.
5. Provision of Services
We will make on-going improvements and fixes to our services as and when required. Any changes we make shall not materially change the Service to which you have subscribed, and should in most cases improve it, or make it fit for the future.
We may permit variation of this agreement in writing. No other methods of variation are permitted.
We reserve the right to change, supplement or cancel this agreement subject to giving you at least one month’s notice, except where any changes in legislation require the changes to take effect earlier.
We may tell you by post, or electronically via e-mail.
Any change won’t apply to orders that we have already accepted from you, or contracted services which are still within their Contract Term.
We maintain the right to increase subscription service charges based on RPI on 1st April annually. You will be notified in writing or by email 30 days prior to the increase charge coming into effect.
Some Services may be subject to a Contract Term as indicated on the Order Form. You shall be required to retain the Services until the Contract Term has expired and must make all payments due regardless of whether you are utilising The Services.
The Contract Term begins on the date which the Service is first made available for use by you. As some Services take longer than others to provision, the Contract Term may vary from one Service to another. Cancellation terms are detailed on the order form, as are any trial periods and their cancellation terms.
Upon cancellation or termination, we shall be entitled to irrevocably destroy and delete all data we may hold from our systems.
In the event that a product or service provided by MotorVise needs to be cancelled or postponed by you, for whatever reason and with whatever notice, after a contract has been signed, the costs for the original product or service will still be chargeable. At the discretion of MotorVise, in exceptional circumstances, these terms may be varied.
You understand that should either party enter administration, be subject to bankruptcy proceedings, enter dissolution, commit a material breach of this agreement (and has failed to remedy it within 14 days of a request to do so) or cease to trade, either party shall be entitled to terminate the Service and/or this entire agreement immediately and without prior notice.
When we provide our services, we will make many assumptions, you should review these assumptions carefully and let us know if they are incorrect so that we can scope our any services accurately.
We will also assume that unless otherwise agreed, you will make any staff or equipment required as necessary available to us on an uninterrupted basis between these hours.
10. Our Staff
Where we are working on your premises, you agree that you will take reasonable precautions to protect our staff from risks and injury including ensuring you have appropriate insurance cover in full force at all times.
You agree that you won’t at any time that we are providing Services to you up until the date falling twelve months after we have ceased to provide any Services to you, solicit or entice away from us or employ or attempt to employ any person who has been engaged as an employee or sub-contractor of ours in the provision of those Services. If you do so you agree to pay us, on demand, a sum equivalent to 30% of the then current annual equivalent remuneration of the relevant employee or sub-contractor.
In the process of providing our services it is likely that we will have access to data belonging to, or relating to, you or your customers or suppliers which is sensitive or confidential in nature.
We will take reasonable precautions to protect the security of this data whilst it is in our possession in accordance with our internal policies, contracts with employees & third party contractors.
We will also keep confidential any information provided to us or relating to you by providing access to it only as required within our firm.
You shall keep the commercial details of our business relationship confidential, and shall not disclose such details without our consent. For the avoidance of doubt, we do not consider our business relationship to be confidential in nature and both parties may disclose its existence.
We may be required by third party suppliers and law enforcement agencies to disclose information about our relationship, and the services you purchase from us.
12. Data Protection
We will fully comply with our obligations under data protection legislation as applicable to us under the laws of the United Kingdom; including but not limited to the GDPR (General Data Protection Regulation) and Data Protection Act as required.
You agree that we can process personal data belonging to you and your users/customers in order to carry out our services. You also agree that you have obtained the relevant permissions from your own users, for any information you have provided us.
13. Information Security
We take our Information Security responsibilities seriously and abide by the guidelines of the ICO.
14. Our Liability
We will always use reasonable care and skill in the provision of our services; however, you acknowledge that providing services in the industry has an inherently high risk. You must hold appropriate insurance cover to protect your business from the risks of system failures and the associated direct & consequential costs and losses that you may incur.
Our total liability to you in respect of any breach of contract, breach of duty, fault or negligence of otherwise out of or in connection with the Services is limited by insurance. We can provide details on request.
We have no liability for any indirect or consequential loss suffered by you under any circumstances and this will include, without limitation, loss of profits, loss of sales, loss of goodwill, loss of anticipated savings and loss of business.
You understand that we cannot guarantee that our services will operate on an error-free or uninterrupted basis. All services are provided on a best-efforts basis and are supported within standard office hours.
Without prior written consent of the other, neither party shall assign, transfer, subcontract, declare a trust over or deal in any other manner with any of the rights or obligations under this agreement.
16. Force Majeure
We won’t be liable for our inability to provide the Services owing to an event beyond our direct and reasonable control; including but not limited to acts of God, war, riot, accidental or malicious damage, flood, fire, storm, civil commotion, or compliance with any law or government order.
If any term in this agreement is found to be unenforceable, all other terms will continue and remain in full force.
The services we provide shall be governed by the laws of England and Wales and any dispute shall be heard exclusively in English courts.