TERMS & CONDITIONS
1.1 The definitions and rules of interpretation in this clause 1 apply in this Agreement.
Account: a Rightpay prepaid card account which the Company maintains in respect of the Customer into which money transfers can be made by the Customer via the Website in accordance with these Terms and Conditions for the purpose of paying for Fuel and Other Items in advance which nominally tracks the amount of Fuel and Other Items obtained using Cards allocated to the Customer and sums received by way of payment;
Application: the application for the Services, which can be made by completing an application form issued by the Company, on the Website or over the telephone;
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
Company: The Right Fuelcard Company Ltd a company registered in England with company number 7547124 whose registered office is situated at One The Embankment, Neville St, Leeds LS1 4DW;
Contract: the contract between the Company and the Customer for the provision by the Company, and use by the Customer, of the Services, which becomes legally binding on the parties in the circumstances contained in clause 2;
Customer: the person, firm or company identified in the Application which is acting in the course of its trade, business, craft or profession;
Card(s): personalised plastic Rightpay branded card(s) authorised by the Company which allows Users to obtain Fuel and/or Other Items at the Sites using an Account;
Force Majeure: shall include act of God, flood, fire, tempest, war, civil commotion, riot, shortage of materials, enactment of legislation by Government or municipal authorities, industrial disputes or any other cause (whether or not of the same nature as the foregoing) which is beyond the reasonable control of the party affected;
Fuel: any form of fuel intended for use in a road vehicle which is purchased using the Card;
Insolvency Event: if the Customer goes into liquidation or a winding up petition is presented in respect of it (other than for the purpose of a solvent bona fide reconstruction) and such petition is not discharged within 7 days of its presentation or an order is made for the appointment of an administrator or documents are filed for the appointment of an administrator or notice of intention to appoint an administrator is given by such party, its directors or a qualifying floating charge holder, or a receiver or administrative receiver is appointed over the whole or any part of the assets of such company or it has a bankruptcy order made by a court in respect of it or has a bankruptcy petition presented in respect of it or ceases to carry on business or it proposes to enter or makes any arrangement or composition with its creditors or makes an application to a court for the protection of its creditors in any way, is otherwise unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or is the subject of any similar event in any jurisdiction;
Other Item(s): any items which are available for purchase at any of the Sites using the Card other than Fuel;
Per Card Fee: the per Card fee as notified to the Customer (and which will be made available by the Company on request from the Customer);
Price: the prices for Fuel, Other Items and other goods and services as published by the Company or notified to the Customer from time to time, which the Company shall make available to the Customer on request);
Services: the Rightpay prepaid Account and Card service(s) the Customer has chosen as detailed in these Terms and Conditions and the Website and as specified on the Application;
Shortfall: the amount by which the purchase or proposed purchase of Fuel at the prevailing Price and/or Other Items at a Site using a Card exceeds the available cleared amount standing to the credit of the Account at that time;
Site(s): any participating site specified by the Company from time to time on the Website, which the Company shall confirm on request by the Customer, at which a Card may be used by Users to obtain Fuel and Other Items;
Terms and Conditions: these terms and conditions (as updated by the Company from time to time in accordance with clause 2.6);
User: any agent, employee, contractor or officer of the Customer permitted or authorised by the Customer to use a Card;
Website: the Rightpay website at www.rightpay.co.uk
1.2 Clause, schedule and paragraph headings do not affect the interpretation of this Agreement.
1.3 A reference to a clause is a reference to a clause of this Agreement.
1.4 Words in the singular shall include the plural and vice versa.
1.5 A reference to a particular statute, statutory provision or subordinate legislation is a reference to it as it is in force at the date of this Agreement, taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts and subordinate legislation for the time being in force made under it. Provided that, as between the Parties, no such amendment or re-enactment shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any Party.
1.6 A reference to writing or written excludes faxes and e-mail.
2. TERMS & CONDITIONS
2.1 The Services shall be provided by the Company to the Customer subject to these Terms and Conditions and to the exclusion of all other terms and conditions which the Customer purports to apply under any purchase order, acceptance of quotation or other document.
2.2 The Customer shall be deemed to have accepted these Terms and Conditions on the earlier to occur of:
(a) the Customer signing the reverse of the Card; or
(b) the Customer's first use of the Card.
2.3 The only circumstances in which the Customer will not be bound by these Terms and Conditions is if the Customer immediately returns the Card to the Company on receipt of the Card and before the Card is signed or used.
2.4 The Customer warrants, represents and undertakes to the Company that all information provided by the Customer including information submitted in connection with the Application shall be true, accurate and complete and the Customer shall immediately notify the Company if any information becomes untrue, inaccurate, incomplete or misleading. The Customer acknowledges that the Company has been induced to enter into the Contract in reliance on the information provided by the Customer.
2.5 The Company may require the Customer to provide any documentation which the Company requires in relation to the operation of the Account from time to time including but not limited to the Customer's latest set of accounts, physical forms of identification, and details of relevant directors, shareholders, partners of the Customer.
2.6 The Company may change these Terms and Conditions from time to time and it shall notify the Customer of any changes and use of the Card by the Customer after the date of such changes shall constitute the Customer's deemed acceptance of the changes. Publication of any variation or addition by such means as the Company may reasonably select shall constitute effective notification to the Customer. The Customer should regularly check the Website for any variation or additions. In the event that the Customer does not wish to be bound by any changes to the Terms and Conditions, the Customer shall return all Cards to the Company and terminate the Contract pursuant to clause 6.3.
2.7 The Customer may not apply for any Card other than on behalf of itself.
3.1 The Company shall provide the Services with reasonable care and skill, and in particular, the Company shall use reasonable endeavours to:
(a) ensure that information which it makes available in connection with the Card and the Services (including records of Fuel and Other Items obtained using the Cards) is accurate and complete but the Company provides no warranty or representation that information made available by the Company is accurate, up-to-date or complete; and
(b) supply the Customer on request with the details of the balance of the Account.
3.2 The Customer acknowledges and agrees that the Fuel and Other Items are made available by third parties and that the Sites are operated by third parties, and as such, the Company is not responsible or liable in any in connection with the Fuel, Other Items or Sites (and any issues, damage or loss relating to any of them). Any dispute between the Customer and any third party regarding Fuel, Other Items and/or the Sites (and any issues connected with them) is the sole responsibility of the Customer and the relevant third party.
3.3 The Company reserves the right in its absolute discretion without giving notice to the Customer to vary the Sites in any directory of Sites from time to time produced by the Company and also to exclude any one or more of the Sites.
3.4 Subject to clause 5.3, the Customer acknowledges and agrees that the price mechanism for fuel supplies set out in the Application has been calculated on the basis of the minimum volume of Fuel to be purchased by the Customer shown on the Application. The Company reserves the right to review the amount of the minimum volume of Fuel actually purchased from time to time and if the Customer is consistently not purchasing the minimum volume the Company reserves the right to increase the price of Fuel.
4. USE OF CARD & SERVICES
4.1 The Company shall, subject to the Customer observing and performing all its obligations under the Contract, make available to the Customer such number of Cards for use by Users only as the Customer shall reasonably require to enable the Customer to obtain Fuel and/or Other Items from the Sites. The Company may in its absolute discretion from time to time set limits as to the amount of Fuel and/or Other Items the Customer is permitted to obtain and may also charge for the non-use of such Cards. Subject to clauses 5.2 and 5.3, the limits and charges applicable to the Card shall be as stated on the Application, the Website and will also be made available by the Company on request from the Customer.
4.2 Each Card:
(a) shall at all times remain the property of the Company and shall be returned to the Company on demand and may be retained at any time by the Company or any person acting on the Company's behalf;
(b) shall not be used after its expiry date and the Customer shall, on the day after such expiry date, destroy the Card;
(c) are not transferable or assignable in any way and shall only be used by the Customer and/or its Users; and
(d) the operation of the Account may be suspended, cancelled or their use withdrawn by the Company in its absolute discretion at any time.
4.3 Any Card issued to a given vehicle shall not be used after the day on which the Customer ceases to own the vehicle or withdraws such vehicle and shall comply with clause 4.7.
4.4 The Customer shall at all times ensure that the Cards are not damaged or defaced or come into the possession of any party other than a User.
4.5 If a Card is lost or stolen or the Customer believes that the security of a Card is or may be compromised, the Customer shall immediately notify the Company of the same quoting the Card number (and if such notification is given orally it must be confirmed in writing as soon as is reasonably practicable and in any event within three days). In such event the Company shall cancel the Card so notified and shall issue a new Card with a different number. Card stops will be confirmed by the Company to the Customer via email. Until this email confirmation has been received the stop remains unconfirmed. The Company may elect to levy a fee for the provision of replacement Cards and the fee will be notified to the Customer before the replacement Cards are issued.
4.6 The Customer shall immediately notify the Company if at any time the Customer suspends cancels or otherwise prohibits use of any Card by a User for any reason (and if such notification is given orally it shall be confirmed in writing as soon as is reasonably practicable and in any event within three days). Such notification shall include details of the User's name and Card number. Card stops will be confirmed by the Company to the Customer via email. Until this email confirmation has been received the stop remains unconfirmed .
4.7 In the event that a Card is cancelled and/or withdrawn from use for any reason the Customer shall destroy the Card in question and shall, if requested to do so, confirm in writing to the Company that the Card has been destroyed.
4.8 In either of the cases envisaged by clause 4.5 or clause 4.6 the Customer shall be liable for all Fuel and Other Items obtained from a Site using such a Card until, in the case of automated Sites capable of accepting stop list updates via electronic data transfer one Business Day after the Customer's written notice under clause 4.5 or clause 4.6 in respect of that Card is received by the Company, or in the case of manual sites, three Business Days after such notice is given to and confirmed by the Company provided such notice is given before 2.30 pm during the course of a Business Day and any notice given outside such hours shall be deemed given at 9.00 am on the Business Day thereafter.
4.9 The Customer shall, if requested to do so, give the Company and any person acting on the Company's behalf all assistance and information as to the circumstances of the loss, theft or possible or actual security compromise of the Card, and shall take all reasonable steps to assist the Company to recover the Card. The Customer consents to the disclosure to third parties of such information as is relevant concerning the User or use of the Card in connection with such loss, theft or possible or actual security compromise of the Card.
4.10 The Company may from time to time issue a list of stopped or invalid Cards and the Company shall not be liable for any loss or damage sustained by the Customer in the event of any Card appearing on a list of stopped or invalid Cards (for whatever reason and including any Card being placed on a list of stopped or invalid Cards by an error of the Company or its employees agents or otherwise) or if a Card is not accepted for any other reason.
4.11 The Customer shall ensure that Users:
(a) keep all personal identification numbers provided for the Cards secret at all times;
(b) present a valid Card prior to the commencement of the transaction at the Site;
(c) allow the Card to be checked (including verification of the signature or the vehicle registration number on a Card) by the Company or any person authorised including the Site operator and its employees, agents or other persons authorised by the Site operator;
(d) comply with the terms of this Contract insofar as they relate to the use of the Card. If any requirements of clause 4.11 are not complied with or the Card is used other than in accordance with the terms of this Contract, the Customer shall remain liable to pay the Company for all amounts due under the relevant Card transaction. Such transactions shall be considered as valid transactions once accepted by a Site.
4.12 A Card shall not be valid unless the signature strip on the reverse of the Card has been completed by the Customer or the User in accordance with the instructions issued by the Company from time to time.
4.13 The Customer shall ensure that all details relating to the Card and the Services are kept confidential at all times including the PIN number (if applicable) for each Card and any user names and/or passwords which are provided to the Customer in connection with the Website. The Customer shall notify the Company immediately if it becomes aware of or suspects any loss or unauthorised use of or disclosure of such information.
4.14 It is the obligation of the Customer to collect and retain any sales vouchers issued at the time Fuel and/or Other Items are purchased.
4.15 The Company shall provide the Customer with a separate Personal Identification Number (PIN) for each Card supplied. Each PIN shall only be used by the relevant User and shall not be disclosed to any other person. The PIN must be memorised by the User and any document on which it was supplied destroyed. The PIN must not be kept in any other written format.
4.16 The Customer and User shall ensure that Card(s) or pin(s) are not left at any Site or in any vehicle.
4.17 Replacement and/or reminder PINs will only be provided by the Company once satisfactory validity checks have been completed.
4.18 The Company reserves the right to automatically stop Cards that have not been used for a period of time it deems reasonable without notifying the Customer.
5. PRICE & PAYMENT
5.1 The Customer shall pay the Company the Per Card Fee for each Card issued. The Per Card Fee is non refundable.
5.2 The Company may at any time vary the price of Fuel (or the method by which the price of Fuel is calculated), the price of Other Items, the Per Card Fee and/or any other charges levied by the Company.
5.3 The Company may at any time vary how it calculates all prices, including the price of Fuel, charged to the Customer. This includes;
(a) where Fuel prices are based on the Platts index, the ability to add additional amounts as it shall determine from time to time on to the base index price; and
(b) the ability to charge different prices at different Sites.
5.4 The Company may transfer money to the Account from time to time from a UK bank account held by it as a prepayment for Fuel and/or Other Items via the Website only on terms that may require independent verification through the use of secret/confidential passwords, which will be credited to the Account when received by it in cleared funds. There is no obligation on the Company to check or verify that any such transfer of money was duly authorised by the Customer or undertaken otherwise than honestly or in good faith.
5.5 The Company reserves the right to refuse to accept a transfer or purported transfer of money into the Account in its entire discretion.
5.6 It is the Customer’s responsibility to ensure that there are sufficient funds in the Account available to cover a purchase under a Card before the Card is used. The Customer will be able to access the Account balance, including the amount available for purchase of Fuel and/or Other Items through the Website at any time, subject to it being operational at the relevant time.
5.7 The amount standing to the credit of the Account at any time, after taking account of any fees or charges or other monies payable by the Customer under this Contract, shall represent the aggregate limit of Fuel at the prevailing Price and/or Other Items that may be acquired on all Cards at that time.
5.8 Money standing to the credit of the Account will not carry interest.
5.9 The Company will deduct an amount equal to the value of Fuel and any Other Items purchased using a Card from the balance standing to the credit of the Account at that time and utilise it in taking payment for that Fuel and/or those Other Items. The Company may also deduct and utilise monies standing to the credit of the Account in payment of fees, charges and any other monies payable by the Customer under this Contract.
5.10 In the event that Fuel and/or Other Items are purchased under a Card, notwithstanding that there is a Shortfall, whether due to a fault in the Services, fraud on the part of the User, including the use of a Card that has been stopped by the Company, or any other third party having possession or use of a Card, the Customer shall immediately upon being notified as such by the Company or otherwise becoming aware, pay an amount equal to the Shortfall into the Account, together with any consequent administration charges and costs suffered by, and notified to it by, the Company and the Company may utilise that payment in clearance of the Shortfall and payment of those administration charges and costs. Until any such Shortfall has been cleared, and notified administration charges and costs have been cleared, the Company may put that Card or all or any other Cards on stop. A Shortfall shall carry interest at the rate of 8% per annum above Bank of England basr rate from time to time, calculated on a daily basis from the due date for payment until the date upon which cleared funds are received in the Company’s bank account.
5.11 The Company shall prepare invoices/receipts addressed to the Customer at intervals notified by the Company to the Customer from time to time for all Fuel and Other Items obtained using the Card in respect of which payment shall have been made from the Account and all other fees and payments due to the Company in connection with the Contract, which shall be made available to the Customer privately through the Website. Invoices shall not be sent directly to the Customer, either in hard copy or electronically.
5.12 The Company may, in its absolute discretion, issue the Customer with electronic invoices/receipts where legally permitted. For any Customer requesting to receive invoices via e-mail an electronic invoice or the provision of access to such a document will be sent or provided on behalf of the Company at regular intervals or at such times as are agreed by the Company. The Company reserves the right to charge for paper invoices if requested by the Customer.
5.13 The Company reserves the right in its absolute discretion to levy an administration fee and/or any other charges on the drawings on an invoice/receipt and/or invoices/receipts for any reason including to reflect any variation in the market or economy or the rejection of any payment into the Account.
5.14 The Customer shall make all payments due under the Contract without any deduction whether by way of set off, counterclaim, discount, abatement or oth¬erwise.
6.1 The Contract shall continue in full force and effect until terminated in accordance with this clause 6.
6.2 The Company shall be entitled to terminate the Contract at any time by giving at least 20 Business Days notice in writing to the Customer.
6.3 The Customer shall be entitled to terminate the Contract at any time by giving at least 90 Business Days notice in writing to the Company.
6.4 The Company shall be entitled to terminate the Contract immediately in whole or in part (or suspend the provision of the Services temporarily or indefinitely), if:
(a) the Customer is in breach of any of its obligations under the Contract (regardless of whether such breach is trivial, material or repudiatory);
(b) a Shortfall remains outstanding for more than two Business Days, including the day on which it arises.
(c) there is a change of control of the Customer (within the meaning section 1124 of the Corporation Tax Act 2010);
(d) the Customer suffers an Insolvency Event;
(e) the Company, acting reasonably, believes the Customer is at risk of suffering an Insolvency Event;
(f) the Customer fails to comply with a request made by the Company under clauses 2.5 or 4.9.
6.5 Upon termination of the Contract for whatever reason:
(a) the right for the Customer and/or any User to use the Services and/or any Card will terminate with immediate effect, without prejudice to the Customer’s liability for the use of any Card after termination;
(b) each Card shall be immediately frozen and the Customer shall return to the Company each Card and pay all sums due to the Company in accordance with the terms of the Contract;
(c) the Account will be immediately put on stop so as to prevent any further use of any Card;
(d) any balance standing to the credit of the Account shall be retained by the Company for 10 Business Days and all outstanding charges for Fuel and/or Other Items and other amounts payable by the Customer under this Contract, including a reasonable administration charge, shall be settled by payment to the Company from the Account;
(e) any balance then standing to the Account after any payments referred to in clause 6.5(d) shall then be repaid to the Customer’s account from which the original payments into the Account were made.
6.6 Termination of the Contract shall be without prejudice to the rights and remedies which have accrued as at termination.
6.7 Clauses 4.7, 4.13, 5.14and 7 shall survive termination and shall continue in full force and effect.
7. LIMITATION OF LIABILITY AND INDEMNITY
7.1 Subject to clauses 3.1 and 7.4, all conditions, warranties or other terms which might be implied or incorporated into the Contract or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose and statements and representations made by the Company's employees and/or agents shall not be binding upon the Company and the Customer is advised to ask for such statements and representations to be confirmed in writing by the Company. In addition, the Company makes no warranty that Sites, Fuel and/or Other Items will be available nor that Sites will accept or honour the Card or that Account data will be accurate, up-to-date or complete.
7.2 Subject to clause 7.5, the Company shall have no liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential and whether the same arise in contract, tort (including negligence) or otherwise howsoever arising, which fall within any of the following categories:
(a) loss of profits;
(b) loss of anticipated savings;
(c) loss of business opportunity or contracts;
(d) damage to goodwill or reputation;
(e) third party claims; and/or
(f) loss of production.
7.3 Subject to clause 7.4, the total liability of the Company, whether in contract, tort (including negligence) or otherwise howsoever arising and whether in connection with the Contract or any collateral contract shall in no circumstances exceed a sum equal to £150 in aggregate.
7.4 The exclusions in the Contract shall apply to the fullest extent permissible at law, but the Company does not exclude 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.
7.5 The Customer shall reimburse the Company in full and on demand against all loss damage action claims expenses and costs including but not limited to financial loss and the fees of the Company's legal advisers whatsoever and howsoever arising directly or indirectly out of or in connection with:
(a) any breach by the Customer of its obligations contained in this Contract;
(b) use of a Card after the Customer has confirmed such Card as destroyed, stolen or damaged, subject to clause 4.8;
(c) the deposit of monies in the Account from the Customer’s bank account by any person who is not authorised to do so by the Customer, including any person using a stolen credit or debit card or otherwise acting dishonestly or fraudulently
(d) the use of a Card or the Website by anyone other than a User.
8. DATA PROTECTION
8.3 The Company may, for the Customer's security record telephone calls between the Company and the Customer. The Company will only do this to ensure that it is providing a high quality service.
9.1 All intellectual property in used by the Company in the Application, on the Website or used in connection with this Contract are and shall remain the Company's property and the Customer shall have no licence to use nor any right to copy such materials with the written consent of the Company.
9.2 Neither party shall be under liability whatsoever to the other for failure or delay in the performance of any of its obligations hereunder if and for so long as such performance becomes impracticable by reason of Force Majeure, except that the Customer shall still be liable to pay any sums which have become payable by the Customer under the Contract. The party which is prevented from performing its obligations hereunder by Force Majeure shall advise the other party as soon as practicable of its inability to meet its obligations specifying the cause of the force majeure and shall advise the other party when such difficulty ceases.
9.3 Any dispute relating to this Contract shall be notified in writing to the Company within 14 days from the earlier of the date of the statement or invoice/receipt to which the dispute relates or the date on which the Customer became aware (or ought to have been aware) of the dispute. Thereafter, all statements and invoices/receipts shall be deemed to be final and conclusive and the Customer waives its right to dispute such statements and invoices.
9.4 Each right or remedy of the parties under the Contract shall not effect any other right or remedy of the parties whether under the Contract, at law, in equity or otherwise.
9.5 Any purported waiver by the Company of any breach of any of the conditions herein shall not be deemed a waiver unless and until confirmed by the Company in writing and such purported or confirmed waiver shall not be construed as a waiver of any earlier or later default of a like nature.
9.6 In the event of the invalidity or unenforceability of any part or provision of the Contract such invalidity or unenforceability shall be deemed omitted or as the case may be reduced in size or duration to the extent necessary to render such provision or part enforceable but it shall not affect the validity or enforceability of any other part or provision which shall remain in full force and effect.
9.7 Nothing in the Contract shall be deemed to create a partnership or relationship of agent and principal or relationship of employer and employee between the Company and the Customer.
9.8 Where the Customer consists of two or more persons acting in partnership or otherwise such expression throughout 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.
9.9 Any notice served hereunder pursuant to the Contract shall be in writing and shall be deemed to have been properly served on the addressee if delivered by hand sent by facsimile transmission or sent by pre-paid first class ordinary or registered or recorded delivery post to the addressee at its address set out above in the case of the Company and set out in the Application in the case of the Customer or at such other address as shall have later been notified to the sender in writing and such notice shall, subject to clause 4.8, be deemed to have been given at the time of delivery if delivered by hand or facsimile transmission or 48 hours after despatch of it posted as aforesaid.
9.10 The Company may assign, transfer, charge or deal with the Contract or any part of it. The Customer may not assign, transfer, charge or deal with the Contract or any part of it.
9.11 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.
9.12 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into the Contract, it has not relied on and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Contract.
9.13 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.