Terms & Conditions of Business
These Terms and Conditions apply to the storage of vehicles (the Goods) and the provision of storage and associated activities (possibly including but not limited to collecting & transporting vehicles, valeting services, detailing services, body protection, vehicle sales) (the Services) by SPR (the Company), at the request of the owner of the Goods (the Customer) for the Term of this Agreement.
Application of terms
These Terms & Conditions shall govern the entire Agreement between the Company and the Customer to the exclusion of all other terms unless such other terms are agreed in writing and signed by a Director of the Company.
The Services Provided
The Company shall provide the services described within its quotation, as accepted by the Customer by email or other electronic messaging service. The Customer shall pay all sums due under the Agreement as specified in the Company’s quotation or as confirmed by the Company to the Customer in writing.
The Company shall at its entire discretion, choose where the Goods will be stored from time to time and the Customer accepts that the Goods may be moved within and between stores to facilitate the Company in carrying out its business. Whilst the Company shall use its reasonable endeavours to meet Customers’ requests, it shall not be liable for any delays in providing the Services.
Where the Services include recurring or one-off activities or ancillary services, the Company shall determine the dates on which such activities or services occur.
The Company may, from time to time and without notice, change or vary the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, or scope of, or the charges for the Services. If the Company requests a change to the scope of the Services for any other reason, the Customer shall not unreasonably withhold or delay consent to it.
Charges and Payments
In consideration of the provision of the Services by the Company, the Customer shall pay the charges as set out in the Company’s quotation or otherwise in writing.
The Company’s preferred means of payment is by bank transfer or Direct Debit. If payment is made by other means (cash or cheque) the Company reserve the right to apply a reasonable administration charge to handle receipt of funds.
The Company’s charges, which may be varied from time to time, shall be payable:
On invoice terms of 7 days; and in any event, prior to the removal of the Goods from the Company’s custody.
Although the Company quotes for storage on a weekly basis (in keeping with industry standards), it shall ordinarily charge on a 4-weekly basis.
The price quoted for the Services provided shall be exclusive of Value Added Tax (VAT), but inclusive of all other charges, and the Company shall add VAT to its invoices at the appropriate rate, if applicable.
No payment shall be considered to have been received until funds have cleared in the Company’s bank account.
The Company shall be entitled to charge the Customer interest on amounts due and unpaid at a rate of four cent per annum above the prevailing interest rate of the Bank of England. Interest shall be calculated on a daily basis from the date on which payment becomes due until and including the date on which payment is received by the Company.
In the event of late payment or non-payment, the Company shall be entitled to charge the Customer an administration fee for its reasonable time involved in realising the amounts due under the Agreement.
All sums payable to the Company under this Agreement shall become due immediately on its termination, despite any other provision. This is without prejudice to any right to claim for interest under the law, or any such right under this Agreement.
Duration and Termination
Save as otherwise agreed in writing by the parties, the Agreement shall be for a minimum period of three calendar months from commencement, and thereafter the Agreement shall be deemed to be renewed on a 4-weekly basis (the “Term”) until the Customer gives no less than two weeks’ notice in writing that he does not wish to renew the Agreement.
The Company may terminate the Agreement with the Customer at any time by giving the Customer one calendar month notice in writing.
The Agreement shall not end until the Customer, having given due notice, removes the Goods from the custody of the Company.
The Company may at its discretion terminate this Agreement forthwith upon giving notice to the Customer if:
the Customer commits any material breach of any term of this Agreement (including any failure by the Customer to make any payment hereunder) and shall have failed within 30 days after receipt of such a request in writing from the Company to remedy the breach; or
the Customer (being a company) shall pass a resolution for winding-up (otherwise than for the purpose of a solvent amalgamation or reconstruction where the resulting entity assumes all of the obligations of the relevant party under the Agreement) or a court shall make an order to that effect or being a partnership shall be dissolved or being an individual shall commit any act of bankruptcy or shall die or if the other party (whether a company or not) shall cease to carry on its business or substantially the whole of its business or becomes or is declared insolvent or commits any act of bankruptcy or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors or if a liquidator receiver manager or similar officer is appointed in respect of any of the assets of that other or any analogous step is taken in connection with that other's insolvency, bankruptcy or dissolution.
Immediately upon termination of this Agreement (howsoever occurring), the Company shall proceed with the deletion of all confidential information that it holds regarding the Customer so far as is deemed reasonably necessary.
On termination of this Agreement for any reason, the Customer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt.
Lien
The Company shall have a general as well as a particular lien on the Goods for:
Payment of all amounts due under the Agreement and these conditions; and
All claims by the Company against the Customer, whether or not in respect of or in relation to the Goods.
The Customer accepts that in the event of non-payment for more than 3 months, and where notice of non-payment has been notified to the Customer, the Company may seek to sell the Goods on the open market or at auction in order to recover any amounts due or to meet the costs associated with a claim against the Customer, and the Customer accepts the result of any sale.
In the event that Goods are sold, the proceeds of the sale shall first be used to pay any amounts due under the Agreement, then to meet the costs of any claim, then to meet the costs of administering the Customer’s account, including the disposal of the Goods. After all amounts due to the Company have been recovered, any balance of funds due from the sale will be paid to the Customer. If the proceeds of the sale are insufficient to satisfy the full amount due to the Company, the remaining debt shall remain with the Customer and the Company shall continue to seek settlement by any means permitted by law.
Inspection of Goods
The Company shall be entitled, with the agreement of the customer, will inspect, photograph and video all vehicles that come in to the facility. These will be shared with the customer and any recommendations on vehicle improvement will be made in writing to the customer. The customer accepts that any such assessment is entirely objective and can be subject to differences in interpretation.
Sub-Contracting
The Customer agrees that the Company may in its absolute discretion enter into any contract with a sub-contractor to carry out in whole or part any of its obligations under the Agreement.
Where the Company enters into any such sub-contract, all of these conditions shall apply and both the Company and the Customer shall continue to be bound by them. The Company shall be liable for the acts and omissions of its sub-contractor in the same manner and to the same extent as it is liable for its own acts and omissions under these conditions.
Customer Warranties
The Customer warrants that it is either the owner of the Goods or it is authorised by the owner to accept these terms and conditions on the owner’s behalf. The Company reserves the right to request evidence of such authorisation.
Prior to presentation of the Goods to be stored, the Customer will inform the Company in writing of:
Any special precautions necessitated by the nature or condition of the Goods; and
Any duties specific to the Goods with which the Company may need to comply.
The Customer further warrants that upon presentation of the Goods to be stored, the Goods shall be in such condition as not to cause damage or injury, or the likelihood of damage or injury, to the property of the Company or its employees or agents or contractors or to any other goods held by the Company.
The Customer also warrants that if it wishes to visit the Company’s premises and receives details from the Company of the Company’s physical storage address, it will keep such information private and not disclose it to any other party without the Company’s written permission.
Condition of Goods
If the Company advises that the Goods must be cleaned before acceptance into store, the Customer shall permit the Company to clean the goods at the Customer’s expense.
The Company shall make no assessment or recommendation regarding the mechanical or electrical condition of the Goods and the Customer accepts that the Company is not qualified to advise on the mechanical or electrical condition of the Goods.
The Company shall not be responsible for any electrical or mechanical derangement, failure or malfunction or a deterioration of physical condition due to the passage of time, including but not limited to, fading of colours, drying, becoming brittle, becoming pliable or perishing whilst the Goods are in storage.
In the event that a vehicle is subject to an electrical or mechanical derangement, failure or malfunction whilst in storage which renders it in need of external assistance to be moved within storage or removed from storage, the Customer shall permit the Company to arrange for such assistance as it considers appropriate and pass on its reasonable charges to the Customer.
Any claim by the Customer against the Company for damage to the Goods whilst in the custody of the Company must be notified to the Company in writing within three business days of the damage coming to the Customer’s attention or within three business days of the vehicle being removed from store, whichever shall be sooner. Any claim not notified within this time shall be waived.
Insurance, Liability and Limitation of Liability
The Customer accepts that it is responsible for insuring the Goods and the Company recommends that the Customer effects a valid policy of insurance which covers the Goods against all risks to their full value.
The Company may extend to the Customer a facility to insure the Goods. It is the Customer’s responsibility to ensure that the cover offered by this facility meets its needs. The Company will not act in an advisory capacity and is not qualified or experienced in the provision of insurance or valuation of Goods and the Customer must satisfy itself that the cover taken is sufficient for its needs.
In the event that the Goods are not insured by the Customer or are under insured, the Company shall not be liable, and the Customer accepts full responsibility for any loss suffered, including any consequential loss.
The Company shall at all times be covered by a suitable business insurance policy which adequately covers the business activities offered to the Customer in the Agreement.
Upon commencement of the Agreement, the Customer shall make a declaration to the Company advising of the value of the Goods to be stored, and the Customer shall keep the Company informed about changes in the value of the Goods stored for the requirements of the Company’s business insurance. Any increase of value notified by the Customer to the Company following commencement of the Agreement shall not be considered to be accepted by the Company until the Customer receives written confirmation from the Company.
Upon receiving information from the Customer in respect of the value of the Goods stored, the Company may in its absolute discretion charge a premium to the Customer, to reflect any increase in its own insurance cover in relation to the Services provided.
The total liability of the Company to the Customer whether in contract, tort, negligence, breach of statutory duty or otherwise for any loss or damage, costs or expenses arising under or in connection with the Agreement shall be limited to the sum of £4,000 or the price of the Services issued in respect of such order, whichever is the lower.
The Company shall not be liable to the Customer;
For loss of profit, revenue, use, anticipated savings, goodwill, reputation or opportunity, financial or economic loss or any indirect or consequential loss or damage, costs or expenses whatsoever and howsoever arising out of or in connection with the Agreement; or
For any loss or damage that is caused or contributed to by a breach of any of the Customer warranties contained above.
The Company shall not exclude or limit in any way our liability to the Customer where it would be unlawful to do so. This includes liability for death or personal injury caused by the negligence of the Company or its employees, agents or subcontractors; or for for fraud or fraudulent misrepresentation.
Customer Access
The Company’s office hours shall ordinarily be between 8.00am and 6.00pm, Monday to Friday with the exception of English public holidays. Visits are on an appointment only basis. Weekend appointments on request.
All visitors to the Company’s premises must contact the Company to advise of their intention to visit and receive authorisation from the Company before their visit. Unauthorised or unexpected visitors may be refused access to the premises.
All visitors to the Company’s premises accept that;
They must bring photographic identification each time they visit, which the Company shall copy and retain for its records; and
They will be photographed on arrival for identification purposes and such photographs will be retained for the Company’s records; and
They are bound by the Company’s statement of non-disclosure each time they visit; and
The Company’s premises and perimeter are covered by digitally recorded CCTV and accept that images are being recorded for the preservation of property and protection of business interests.
The Customer shall use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Company's premises.
A minimum of two business days’ notice is required to retrieve the Goods from store.
A minimum of two weeks’ notice is required to permanently remove the Goods from store.
The Company requires that all of its charges are paid up to date before it will permit the retrieval or removal of the Goods from storage.
When a vehicle is collected in person by the customer, or by a third party on behalf of the customer and has left the company’s storage facility, then the responsibility of the company to that vehicle is complete.
Vehicles that are delivered by the company, or on behalf of the company by a third party; the company’s responsibility to that vehicle is complete once delivered to the agreed address.
Confidentiality
In consideration for the mutual obligations contained in this Agreement and the disclosure by a disclosing party to the other party of confidential information, each party agrees to maintain as confidential all confidential information of the disclosing party they may acquire in any manner; and not to use any confidential information of the disclosing party for any purpose whatsoever other than for the Services; and not to directly or indirectly disclose to any person not a party to this Agreement or publish any confidential information of the disclosing party; and not to disclose the existence of this Agreement to any other person, save as may be required for the Services.
Photographs, marketing and publicity
The Company may publicise its business in a variety of media, including magazines, trade shows, directories, online and by social media. Where images of storage areas and/or stored goods are used in the Company’s marketing, the Company shall ensure that neither the goods nor their owners can be identified.
Data Protection
GDPR
Personal data from the customer will be requested by the company. Only data required to fulfil the terms of the working agreement will be held and used by the customer. Data requested and held will include but is not limited to; name, address, email address, phone number, details of customer’s vehicle(s). Data will only be used for the exact purpose of fulfilling the work agreement.
Data held will be be accurate and kept up-to-date. When data is not required anymore it will be deleted.
Data will be stored on secure devices that have up-to-date security software.
Data will only be accessed by employees of the company who have the authority to do so and have been trained appropriately in GDPR.
The customer has the right to request access to all data held by the company relating to them.
Customer data will never be shared with any third parties, with the exception of sub-contractors, if agreement for this has been made in writing between the company and customer.
Customer Indemnity
The Customer agrees to indemnify and keep indemnified the Company from and against all costs, actions, claims, demands, liabilities, expenses, damages or losses arising out of or in connection with the Customer’s negligence, default or breach of these terms.
Service of documents
Any invoice, statement or notice given by one party to the other shall be in writing (including email).
Each party shall be obliged to inform the other of changes to their postal addresses and email addresses. Neither party can be held responsible for the non-delivery of items sent to an old address due to a failure by one party to notify the other of an update to records held.
Dispute Resolution Procedure
The Company and the Customer shall use their reasonable endeavours to resolve promptly by negotiation any complaints or problems arising out of this Agreement. Any unresolved problems shall first be referred to the appropriate representatives of the Company and of the Customer, who shall meet as often as they deem necessary and shall attempt to resolve the issue expediently.
Save where expressly agreed otherwise, if the dispute has not been resolved 14 days after the first meeting between the nominated representative of the Company and of the Customer, then the dispute shall be referred promptly for resolution to a Director of the Company and such person(s) of higher authority of the Customer as it shall nominate.
Miscellaneous
Failure to exercise, or any delay in exercising, any right or remedy provided under this agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy.
No single or partial exercise of any right or remedy provided under this agreement or by law shall preclude or restrict the further exercise of any such right or remedy.
If any provision of this agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the agreement, and the validity and enforceability of the other provisions of the agreement shall not be affected.
This Agreement and any documents referred to in it constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement.
The Company shall have the right to assign its rights and obligations under this Agreement to any holding or subsidiary company of the Company or any subsidiary of the Company's holding company or any other third party.
Nothing in this agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
A person who is not a party to this agreement shall not have any rights under or in connection with it.
The Agreement shall be governed by and construed in accordance with English law, and any claim or matter arising in connection with the Agreement shall be determined in accordance with English law.