Chartwell - Terms & Conditions -

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Chartwell (Derby) Limited Repair Terms and Conditions 1. These terms 1.1 What these terms cover. These are the terms and conditions on which we supply Services to you. 1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide Services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss. 2 Information about us and how to contact us 2.1 Who we are. We are Chartwell (Derby) Limited a company registered in England and Wales. Our company registration number is 00887773 and our registered office is at Chartwell House, 1 Brunel Parkway, Pride Park, Derby, DE24 8HR. 2.2 How to contact us. You can contact us by telephoning our customer service team on 01332 340 972 or by writing to us at [email protected] or Chartwell House, 1 Brunel Parkway, Derby, DE24 8HR. 2.3 How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order. 2.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails. 3. Definitions “Affiliate” means in respect of a party that is a company, or a limited liability partnership (“Corporate Entity”) means the following: • any company or person that has control (as that expression is defined in section 1124 of the Corporation Tax Act 2010) over the Corporate Entity; • any company or partnership with the same ultimate majority beneficial ownership as the Corporate Entity; • any company or partnership in the same VAT group as the Corporate Entity; • any person who is or can reasonably be considered to be a director or other officer, partner, member, employee, non- employed worker, agent, representative, nominee, trustee or principal of the Corporate Entity or any other person mentioned above; or • any combination of the above; AND in respect of a party that is a natural person (“Natural Person”) means the following: • any parent of the Natural Person or a child or grandchild of that parent through blood, adoption, marriage, or civil partnership; • any spouse or civil partner of the Natural Person or anyone in the above category; • any person that can reasonably be considered an employer, principal, agent or representative of the Natural Person or anyone else in the above categories; • any company or partnership over which the Natural Person or anyone in the above categories has control (as that expression is defined in section 1124 of the Corporation Tax Act 2010); or • any combination of the above. “Agreement” means the agreement, arrangement, commitment and understanding encompassed by these terms and conditions and the contract between Chartwell and the customer. “Business Day” means a day other than a Saturday, Sunday, or a public/bank holiday in England. “Business Hours” means 8.30 am to 5.00 pm on a Business Day “Courtesy Vehicle Period” the period as decided by us for the provision of a courtesy car to you. “Force Majeure Event” in respect of an affected party claiming force majeure relief (the “FM Relief Claimer”), any of the following events or circumstances whether or not known or anticipated before entering into the Agreement: • act of God, natural disaster, or severe adverse weather conditions (to include, but not limited to, fires, floods, and storms); • riots, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism; • any outbreak, continuance or development of any epidemic or pandemic in its original or mutated/varied form; • any introduction of or change in any law or government sanction, prohibition, restriction or binding guidance or requirement; • shortage or unavailability of fuel or raw materials; • any statement, act, or omission of any person other than the FM Relief Claimer, a member of the same corporate group as the FM Relief Claimer, or their respective sub-contractors, employees, or agents; • any event, occurrence, or circumstance beyond the reasonable control of the FM Relief Claimer or its applicable sub- contractor(s); or • any combination of the above. “Invoice Frequency” upon completion of the Services as decided by us. “Invoice Payment Period” means 30 days from the date of receiving the invoice. “Invoice Review Period” The first third of the Invoice Payment Period. “Late Payment Interest Rate” means the following interest rate: • for the first 10 (ten) days of an invoice being overdue – 4% per annum above the Bank of England’s base rate; and • for the period thereafter - the maximum interest rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998 (plus any fixed sum and reasonable costs as calculated and claimable under section 5A of that legislation). “Liability Cover Amount” In respect of all claims of any kind made against us in a Year - a sum equal to 125% (one hundred and twenty five percent) of the invoiced amounts received by the us (excluding expenses and VAT) in that Year in turn subject to an aggregate cap of £1,000,000 for that Year. “Losses” means all costs, fees, charges, fines, penalties, expenses, losses, damages (or other forms of compensation), claims and other detriments or liabilities whatsoever (to include, but not limited to, professional fees and expenses incurred whether or not any mediation, arbitration or litigation is involved). “Material” a thing is “material” if a reasonably prudent person would deem that thing to be so serious, substantial, important, necessary, or relevant (taking into account its cost (if any), nature, extent, impact and consequences) that that thing must not be ignored in an decision making and/or other activity concerning that person or his, her or its assets, rights, obligations, Detriments, interests or affairs – and Materially will be construed accordingly. “Regulations” means the Consumer Contracts Regulations 2013. “Services” means all services supplied by Chartwell under this Agreement, including the provision of repair and maintenance services. “Supplier Personnel” means the directors or other officers, employees, workers, self-employed consultants or other personnel of the us or its sub-contractors who are engaged in providing the Services. “Unacceptable Breach Period” 21 (twenty-one) days from you receiving an express written notice from us notifying you of the applicable breach. “us”, “our” and “we” means Chartwell Limited. “VAT” means value added tax (or any replacement or successor tax, levy, or duty) at applicable rates from time to time. “you” “your” means the other party to this Agreement/the customer. 4. Our Contract with you 4.1 Estimated Costs. Before placing an order with us, you must contact us for a quote to carry out Services. Upon receiving your request, we will send you a quote via email, post or, issue it in person. Our estimated costs are valid for 28 days from the date of issue (unless we otherwise agree in writing). All estimated costs are subject to revision prior to Services being carried out and where there is a change of price, we will notify you of this, prior to carrying out the Services. 4.2 Photographs of damage. In some circumstances you may be required to provide us with photographs of the damage to your vehicle before requesting a quote from us. Where we request photographs from you, we will base our quote for the Services using the photographs you have provided. It is your responsibility to provide photographs that highlight all damage to the vehicle clearly. The photographs you provide should be of the vehicle in a suitable, clean condition so that no damage is hidden. We accept no responsibility for minor damage that is not visible on the photographs provided to us. In the event that the damage to your vehicle does not match the damage shown on the photographs, we have the right to provide a new quote for repairing any damage other than that which is shown in the photographs (“Additional Damage”). If you do not accept the quote for the Additional Damage, we will not repair the Additional Damage. 4.3 Inspection of vehicle. Upon receipt of your request to receive a quote and other than in the circumstances set out in clause 4.1, we will in most circumstances arrange to assess the damage to your vehicle at our premises. Once we have carried out the initial inspection, we will issue you with a quote to undertake the Services. 4.4 How we will accept your order. If you would like to proceed with our quote for the Services, you must inform us and we will issue you with a Pre Order. You must read and sign the Pre-Order before returning it to us. Please then contact us to arrange an appointment (please see clause 5.1 below). Our acceptance of your order will take place when we confirm receipt of your signed Pre Order and confirm the date of your appointment for the Services in writing or by emailing you, at which point a contract will come into existence between you and us. 4.5 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the Services. This might be because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the Services or because we are unable to meet the appointment time that you have specified. 5 Appointment and collection 5.1 You must contact us on 01332 340972 or by email at [email protected] to arrange an appointment for the Services. Please have details of your Pre Order available to assist our team with arranging your appointment. Unless otherwise agreed by us, you must pay us the excess fee referred to in the Pre-Order at the time of booking your appointment. 5.2 All of the Services will be carried out at our premises, as set out in the Pre-Order and/or the premises of any third parties that we engage to carry out any part (or all) of the repairs. 5.3 If you wish to make a change to the Services that you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Services, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the Agreement. 5.4 If you wish to amend the appointment date (but not cancel the Agreement as a whole, as set out in clause 13, you must contact us by phone or email and provide us with at least 24 hours’ notice. This clause does not affect your statutory rights to terminate the Agreement during the cooling off period under the Regulations as described in clause 13. 5.5 Unless we otherwise agree in writing, you must collect your vehicle from our premises (during our Business Hours) within one working day of us notifying you that the vehicle is ready to be collected. If you fail to collect the vehicle during this period, we may charge you a fee for each day (or part day) that the vehicle remains at our premises, until such time as you collect it from us. 6 Services 6.1 We will supply the Services with all such diligence, skill, care, and attention that is reasonably expected. This includes taking care to select and use suitable trained and experienced Supplier Personnel for the Services. 6.2 We will provide the Services based on the information that you provide. Accordingly, you are responsible for ensuring that all information you provide is accurate (e.g. any information relating to your vehicle, your insurance details, together with details of where the damage is on the vehicle). We will not be responsible for performing the Services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it. 6.3 Repairs will be carried out in line with the manufacturer’s agreed repair methods. However, these methods may differ from the original factory build process as it is not always possible to reproduce the same factory build method or process. Under normal circumstances, the repairs we carry out should not be detectable. 6.4 There are a number of circumstances in which we may not be able to undertake the Services. These include but are not limited to: a. repair methods that may damage or hinder technology in the vehicle; b. if the damage to the vehicle is corroded, cracked or perforated; or c. if the expectations of the repair are beyond human capability (as determined by us). 6.5 If our engineer determines that we are unable to complete the Services in full, using our repair methods, we will not carry out the Repair Services at all and we will reschedule the appointment for another day. Please note, this does not relate to the completion of any Services on Additional Damage. 6.6 Where we fit spare parts to your vehicle, the spare parts shall remain our sole and absolute property until such time as you pay all sums due to us under the Agreement we have with you. If you fail to pay us on time or, at all, we may repossess the spare parts and take them out of your vehicle. 6.7 We may change the Services that we provide to reflect changes in relevant laws and regulatory requirements. 6.8 If the provision of the Services is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. This also includes circumstances where the Services cannot be carried out to the required standards set out in the quote. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the Agreement and receive a refund for any Services you have paid for but not received. 6.9 We may change the Services that we provide to reflect changes in relevant laws and regulatory requirements. 6.10 We may need to make a change to the Services to attend to any Additional Damage that we were not aware of when providing you with a quote to carry out the repair and/or when arranging the appointment with you. For the avoidance of doubt, this clause applies irrespective of whether you sent us photographs or, whether we inspected the vehicle in person, before issuing a quote to you. We will notify you (or your insurer, if they are responsible for the payment of our fees) of these changes prior to carrying them out together with details of any additional costs that will be incurred as a result of us carrying out those additional changes. 7 Customer Obligations 7.1 You shall: a. Ensure that all information you provide is accurate (e.g. any information relating to your vehicle, your insurance details, together with details of where the damage is on the vehicle). We will not be responsible for performing the Services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it; b. Cooperate with us in all matters relating to the Services; c. Remove or disable any form of recording equipment (including but not limited to dashcams) from your vehicle before it enters our premises; and d. Remove all personal belongings from the vehicle before it enters our premises. We accept no responsibility or liability for any theft or damage caused to personal belongings left in your vehicle. 7.2 If the performance of our obligation to carry out the Services is prevented by any act or omission by you or failure to perform any of your obligations (“Customer Default”): a. Without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the Services until the you remedies the Customer Default, and to rely on the Customer Default to relieve us from the performance of any of our obligations in each case to the extent the Customer Default prevents or delays the performance of any of our obligations; b. We shall not be liable for any costs or Losses sustained or incurred by the you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in clause 7.2; and c. You shall reimburse us on written demand for any costs or Losses sustained or incurred by us arising directly or indirectly out of the Customer Default. 8 Price and Charges 8.1 The price of the Services (which is exclusive of VAT) and any excess payable to your insurance company will be as set out in our Pre Order. We take all reasonable care to ensure that the price advised to you is correct. However please see clause 8.3 for what happens if we discover an error in the price of the product you order. 8.2 If the rate of VAT changes between your order date and the date we supply the service, we will adjust the rate of VAT that you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect. 8.3 It is always possible that, despite our best efforts, the price may be wrong. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the Agreement and refund you any sums you have paid. 8.4 We may need to make a change to the Services to attend to any Additional Damage that we were not aware of when providing you with a quote to carry out the repair and/or when arranging the appointment with you. For the avoidance of doubt, this clause applies irrespective of whether you sent us photographs or, whether we inspected the vehicle in person, before issuing a quote to you. We will notify you (or your insurer, if they are responsible for the payment of our fees) of these changes prior to carrying them out together with details of any additional costs that will be incurred as a result of us carrying out those additional changes. 8.5 We reserve the right to impose reasonable charges in the following circumstances: • The storage of your vehicle at our premises; • where we estimate any costs in accordance with clause 4.1; • administration costs; • recovery of your vehicle; and • late payment. 9 Payment 9.1 Unless otherwise agreed in writing, we may (but are not obliged to) raise invoices at the Invoice Frequency concerning all completed Services under this Agreement, covering the applicable invoiced period. Where the Services are likely to take a long period of time, we reserve the right to raise invoices in instalments. 9.2 You will pay each invoice from us in full and within the Invoice Payment Period. 9.3 Any invoice for which we do not receive a written query or dispute concerning its calculation or validity within the Invoice Review Period will automatically be deemed valid and undisputed. 9.4 We are entitled to recover expenses based on (1) any pre-approved budget, (2) any pre-agreed expenses policy or (3) to the extent that the expense is reasonable and incurred for the purposes of this Agreement (and can be evidenced with an invoice, receipt, or other suitable evidence). 9.5 If we receive or bank an amount that is less than the invoiced amount for any reason, we will not be deemed to waive the remainder of the invoiced amount unless and until we make or confirm such waiver expressly in writing. 9.6 We are entitled to charge and be paid interest on overdue amounts at the Late Payment Interest Rate. Such interest will accrue daily (on the basis of a 365-day year) and be compounded on the last day of each calendar a month during the applicable payment being overdue. 9.7 All amounts due under this Agreement by you to us shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 9.8 We accept payment by bank transfer and with all major debit and credit cards in person excluding American Express. You must pay us in accordance with the payment terms set out in the Pre-Order. You must pay for all bank transfer fees so that we receive the full invoiced amount(s) due and payable to us under the Agreement. 10 Payment Queries 10.1 If we receive a written query or dispute concerning an invoice’s calculation or validity within the Invoice Review Period, the following rules in clause 10 will apply. 10.2 The parties will fully co-operate with each other to share information and seek to discuss and resolve each invoice query/dispute in a reasonably time and cost-efficient manner within the Invoice Payment Period for the applicable invoice. 10.3 We may, at our choice credit note the applicable invoice and reissue a new invoice for the undisputed proportion to be paid in full within the Invoice Payment Period that applied to the credit noted invoice, with a “top up” invoice being issued for the proportion of the disputed amount that is eventually agreed or otherwise resolved in favour of Chartwell (and that "top up” invoice shall be deemed valid and undisputed). 10.4 As an alternative to clause 10.3, we may at our choice: a. if the amount disputed is no more then 10 (ten)% of the total invoiced amount (excluding VAT), we may require you to pay the full invoiced amount within the Invoice Payment Period with the right to continue to dispute and have resolved any disputed element post-payment; or b. if the amount disputed is more than 10 (ten)% of the total invoiced amount (excluding VAT), we may keep the disputed invoice active and require you to pay the undisputed proportion within the applicable Invoice Payment Period pending resolution on the disputed amount. 11 Liability 11.1 Nothing in the Agreement shall operate or be interpreted to exclude or limit any party’s liability for: (i), fraud (ii) death or personal injury caused by negligence, or (iii) any other matter for which liability cannot be excluded or limited by law. 11.2 Nothing in this clause 11 is intended to exclude or limit your obligation to pay properly due and payable invoiced amounts under the Agreement. 11.3 All other terms of the Agreement apply subject to clause 11.1 and clause 11.2 (in that order). 11.4 All conditions and warranties or terms of equivalent effect implied under the law (by statute or otherwise) that are not expressly reproduced in the Agreement are excluded to the fullest extent permitted by law. 11.5 All Losses are subject to the terms of this clause 11 (to include, but not limited to, those claimed under any indemnity). 11.6 We shall not be liable for any proportion of any Losses caused by, arising from, or made worse by: a. any Force Majeure Event hindering, delaying or blocking performance or compliance with the Agreement (provided reasonable efforts are devoted to minimise such hindrance, delay or blockage); b. your refusal of a remedy offer by us under clause 15; c. any contributory or another statement, act, or omission of any person other than the us, a sub-contractor of the us or our respective employees or agents; d. the storage of your vehicle at our premises (Losses in this context include but are not limited to the deterioration of your vehicle, for example flat batteries or tyres, air suspension dropping or electrical faults); or e. any combination of the above applying. 11.7 We shall not be liable for any loss of profit, loss of business, business interruption, or loss of business opportunity where you use the Services for commercial, business or re-sale purposes. 11.8 We will make good any damage to your vehicle and property caused by us while carrying out the Services. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your vehicle and/or property that we discover while providing the Services. If you appoint a third party to carry out any repairs of the damage without our prior written approval, we will not be responsible for the payment of such third-party costs. We will also not reimburse or compensate you for any stress or emotional upset, inconvenience or loss of revenue, loss of income or loss of use of the vehicle and/or property as a result of such damage. 11.9 We shall not be liable for: (1) any indirect or consequential Losses; and/or (2) any kind of pure economic punitive, profit, savings, or goodwill related Losses. 11.10 Each party will take all reasonable steps to mitigate any proportion of any Liabilities that can reasonably be mitigated (other than any claim from the us for invoice payment). 11.11 Our entire aggregate liability in respect of all Losses concerning any breach of contract, indemnity claim, breach of statutory duty, negligence or other tort, equity or otherwise arising out of or in connection with this Agreement or its subject matter in any Year shall not exceed an amount equal to the Liability Cover Amount. 12 Where we supply a courtesy vehicle to you 12.1 We may supply a courtesy vehicle (“Vehicle”) to you whilst we are carrying out the Services. If we do this, the following conditions in this clause 12 shall apply. 12.2 You agree: a. Not to take the Vehicle outside of mainland Great Britain or British Isle on which we supplied the Vehicle to you; b. to return the vehicle with the same fuel levels as when the Vehicle was taken out; c. to inform us immediately where any damage is sustained to the Vehicle or if the Vehicle develops any faults then we must be given the opportunity to effect repairs; d. to secure the Vehicle when unattended and take reasonable steps to avoid potential losses; e. to carry out regular checks on fluid levels, tyre pressures and bulbs. f. to obtain names and addresses of third parties and witnesses in the event of damage or potential loss; and g. to safeguard our interests in the event of any accident involving the vehicle, by obtaining the names and addresses of all relevant drivers and witnesses, securing the vehicle, and where appropriate and notifying the police; 12.3 The Vehicle must not be used: a. for carrying passengers or goods for hire or reward. b. for racing, pace making, reliability trial or speed testing; c. for any unlawful purpose; d. for carrying more passengers then ii was originally designed to carry; e. if any mechanical failure or structural damage to the Vehicle may cause further damage. (f) by any person not licenced to drive the Vehicle; f. by a person under the influence of alcohol or drugs; or g. to propel or tow any other vehicle or any trailer. 12.4 You agree to return the vehicle: a. promptly as agreed to our address, during Business Hours in a clean condition, together with all of the Vehicle's fittings and accessories and indemnify us for the cost of replacement of any missing items or for any cleaning costs. It is a breach of this agreement for you to fail to return the Vehicle to the Supplier at the end of the loan period and the damages payable for such breach will be the rental charges that would be payable by us to replace the Vehicle for the period concerned; b. on request by us, regardless of any agreed return date. If you fail to respond to a reasonable request for the return of the Vehicle, then we are entitled to repossess the Vehicle. 12.5 You are liable: a. to pay for any loss that we may sustain as a result of the wilful action of you or any other loss that may arise for whatever reason during the Courtesy Vehicle Period; b. as the owner of the Vehicle for any road traffic offence which is notified regarding an offence during the Courtesy Vehicle Period (including both fines and penalty points awarded); c. for any parking fines whether these have been imposed by a person, local authority or indeed as a result of unauthorised parking on private land; and d. for any charges relating to the London Congestion Charge, which are advertised at cclondon.com. 13 Termination 13.1 You may end the Agreement : a. If what you have bought is faulty or misdescribed you may have a legal right to end the Agreement (or to get the repair service re- performed or to get some or all of your money back), see clause 15.2 and clause 15.3. b. (Where you have bought the Services over the telephone) by exercising your right under the Regulations to change your mind about the Services. (See clause 13.3 for your rights under the Regulations to terminate the Agreement by reason of changing your mind); c. Because of something we have done or are going to do (see clause 13.2); or d. In all other cases (if we are not at fault and there is no right to change your mind), see clause 13.4. 13.2 Ending the Agreement because of something we have done or are going to do. If you are ending an Agreement for a reason set out at (a) to (d) below the Agreement will end immediately and we will refund you in full for any Services which have not been provided and you may also be entitled to compensation. The reasons are: a. we have told you about an upcoming change to the Services or these terms which you do not agree to; b. we have told you about an error in the price or description of the Services you have ordered and you do not wish to proceed; c. there is a risk that supply of the Services may be significantly delayed because of events outside our control; d. you have a legal right to end the Agreement because of something we have done wrong. 13.3 Exercising your right to change your mind under the Regulations: a. Time Limit: You have 14 days after the day we contact you to confirm we accept your order to cancel your appointment. However, once we have completed the Services you cannot change your mind, even if the period is still running. If you cancel after we have started the Services, you must pay us for the Services provided in full. Please note that if you book an appointment for a date within 14 days from the date that we accept your order, you are effectively shortening your cancellation period. b. When you do not have the right to change your mind: You do not have a right to change your mind in relation to the Services, once these have been completed, even if the cancellation period is still running. 13.4 Ending the Agreement where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind (see clause 13.1(b)), you can still end the Agreement before it is completed, but you may have to pay us compensation. A contract for Services is completed when we have finished providing the Services and you have paid for them. If you want to end a contract before it is completed where we are not at fault and you have not changed your mind, just contact us to let us know. The Agreement will end immediately, and we will refund any sums paid by you for the Services not provided but we may deduct from that refund reasonable compensation for the net costs we will incur as a result of your ending the Agreement. 13.5 We may end the Agreement at any time if you commit a Material or repudiatory breach, and that breach remains unremedied in all material aspects for the Unacceptable Breach Period. This includes, but is not limited to, situations whereby: a. you do not make any payment to us when it is due (including, without limitation, failing to pay the excess by the due date); b. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Services; c. you or anyone accompanying you is behaving or has behaved in a threatening or abusive manner to our employees, agents or any third-party contractor; d. the circumstances surrounding the vehicle is, in our reasonable opinion a risk to health and safety of our employees, agents or contractors and/or if carrying out the Services could cause a breach of any statutory or regulatory requirements; or e. if we determine, using our discretion, that the vehicle is in a dangerous condition. 13.6 If we end the Agreement in the situations set out in clause 13.5, we will refund any money you have paid in advance for the Services we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your Material or repudiatory breach. 13.7 Termination of this Agreement is without prejudice to accrued rights and remedies 13.8 Any clause that expressly or by implication is intended to apply for the period after termination of this Agreement will continue to apply after such termination. 13.9 At termination: a. all appointments, licences, and authorities (express or implied) under the Agreement will permanently cease for the period after the termination; b. each party will promptly return all items (to include, but not limited to, hard copies of Confidential Information) belonging to the other party; and c. each party will delete all digital forms of Confidential Information. 14 Process for termination by you 14.1 To end the Agreement with us, please let us know by calling our customer services on 01332 340972 or emailing us [email protected] or writing to us at Chartwell House, 1 Brunel Parkway, Pride Park, Derby, DE248HR. Please provide details of your appointment date when contacting us to cancel. 14.2 We will refund you the price you paid for the Services by the method you used for payment. However, we may make deductions from the price, as described below. 14.3 If you are exercising your right to change your mind we may deduct from any refund an amount for the supply of the repair service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the Agreement. 14.4 We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind, then the refund will be made within 5 working days of you telling us you have changed your mind. 15 Customer Care 15.1 A “Concern” is any grievance, complaint, concern, or dispute whatsoever concerning or arising from this Agreement (to include, but not limited, concerning, or arising from the conduct or performance of any party or any of its Affiliates). 15.2 If you have a concern please contact us. You can telephone our customer service team on 01332 340 972 or write to us at [email protected] or Chartwell House, 1 Brunel Parkway, Derby, DE24 8HR. 15.3 We are under a legal duty to supply services that are in conformity with this Agreement. Nothing in these terms will affect your legal rights. 15.4 Subject to clause 10.3 you will notify us of any Concern as soon as reasonably practicable (and, in any event, within thirty (30) days) after you become aware (or should reasonably have been aware) of the same). 15.5 The parties will fully co-operate with each other (and act in good faith) in respect of each Concern, to reach a reasonable solution in a time and cost-efficient manner. This includes, without limitation, the parties co-operating on a reasonable level of investigation and information sharing. 15.6 If a Concern remains unresolved for at least 30 (thirty) days, any party may apply to the Expert Nominating Body, to nominate and/or appoint a person to act as an expert concerning the Concern in accordance with this Agreement (the “Expert”). 15.7 The cost for the application under clause 14.4 of this Schedule and the costs of the Expert will be paid by the party making the application between the parties (and if one party (the “Overpayer”) pays more than its proportion of any such cost, the amount paid more than the required proportion will be treated as an undisputed debt owed by the other party to the Overpayer to be paid within 5 (five) days of first written request. 15.8 The order of priority for the Expert in considering the Concern is: (1) mandatory requirements of the law, (2) anything confirmed or approved to the Expert by both parties expressly in writing; (3) the express written terms of the Agreement; and (4) other considerations. 15.9 The Expert may put in place and follow such policies, procedures, and processes for considering, dealing with, or reporting on the Concern as the Expert deems appropriate - in each case subject to this clause 15. 15.10 The Expert may request any information and/or documentation that the Expert deems appropriate for the resolution of the Concern, but only if the Expert is bound under the law or through contractual means to the parties to keep the information and/or documentation acquired by the Expert confidential on terms at least as onerous as the confidentiality obligations under this Agreement that apply to the parties themselves. 15.11 Each party will in good faith co-operate with the Expert (and each other) for the Expert to fulfil their role in accordance with this clause 15. 15.12 The Expert’s findings and determinations once engaged will be binding to the extent approved in writing by the parties. 15.13 Any party may refer to an Expert’s finding and determinations in court for any litigation. If the Concerns becomes part of any litigation before the court and the court eventually makes a finding or determination that is substantially the same as the Expert then the party bringing the action to the court will pay 80% of the total legal costs of both parties concerning the litigation with the remaining 20% of such total legal costs shall be paid by the other party. 15.14 The above terms of this clause 15 apply without prejudice to a party’s right to commence legal proceedings to recover invoice amounts due and payable to that party. 15.15 If the parties agree expressly in writing (or by way of approving the Expert’s determination under clause 15.10) that the Services supplied to you under this Agreement are not compliant with this Agreement, we shall select and offer one of the following remedies to you at no extra charge to you: a. re-perform the non-compliant Services; b. pay for replacement Services from a sub-contractor or other supplier; c. refund payments received for the non-compliant Services and/or waive future payments due for the non-compliant Services; or d. do any combination of the above. 16 Confidentiality 16.1 “Confidential Information” means any of the following information howsoever created, communicated, stored, recorded, or preserved: a. contents of the Agreement (or its previous drafts/versions); b. contents of any letter, email, SMS text message, instant message or other communication of any kind concerning the Agreement; c. any information created or established under the Agreement which is expressly agreed by the parties or can reasonably concluded to be imparted/shared in confidence; d. any grievance, complaint, concern, or dispute in any way concerning the Agreement; e. any information concerning the business, affairs, customers, clients, employees, consultants, agents, representatives, advisers, sub- contractors, suppliers, products, services, assets, liabilities, finances, accounts, communications, records, plans, processes, procedures, know-how, trade secrets or other unregistered intellectual property rights, rights, entitlements, obligations, commitments, disputes, claims, settlements, strengths, weaknesses, opportunities and threats of or concerning the other party, any Affiliate of that other party or their respective customers, clients, sub-contractors or suppliers; f. information which falls within the scope of protected legally privileged information; g. all information to the extent that it has been or may be derived or obtained from any of the above information; or h. any combination of the above. 16.2 Each party shall do the following for the Agreement Period and, thereafter, for as long as the law permits or requires Confidential Information to remain confidential (the “Confidentiality Period”), subject to the other terms of this clause 16: a. keep all Confidential Information received by it (“Receiving Party”) from the other party (“Disclosing Party”) pursuant to or in connection with this Agreement confidential; b. not disclose any Confidential Information received by it to any other person other than with the prior written consent of the Disclosing Party or in accordance with clauses 16.3 and 16.4; and c. not to use any Confidential Information received by it for any purpose other than the performance of its obligations under this Agreement. 16.3 During the Agreement Period the Receiving Party may disclose Confidential Information to its employees, consultants, agents, and professional advisers (each a “Receiving Party Representative”) to the extent that it is necessary for the purposes of this Agreement. 16.4 The Receiving Party shall procure that each Receiving Party Representative is made aware of and complies with all the Receiving Party’s obligations of confidentiality under this Agreement as if the Receiving Party Representative was a party to this Agreement. 16.5 The obligations contained in clause 16.2 shall not apply to any Confidential Information to the extent that: a. it is at the date of this Agreement in (or at any time after the date of this Agreement comes into) the public domain other than through breach of this Agreement by the Receiving Party or any Receiving Party Representative; b. it can be shown by the Receiving Party to the reasonable satisfaction of the Disclosing Party to have been known to the Receiving Party prior to it being disclosed by the Disclosing Party to the Receiving Party; c. it subsequently lawfully comes into the possession of the Receiving Party from a third party; d. it is required to be disclosed by the Receiving Party by law or by the rules of any statutory body to which the Receiving Party is subject; e. provision of the Services requires the us to make the Confidential Information available to sub-contractors or third-party data suppliers who are subject to similar obligations of confidentiality; f. disclosure of the Confidential Information to third parties by the Receiving Party is permitted under the terms of this Agreement or has been authorised in writing by the Disclosing Party; or g. any combination of the above applies. 17 Guarantee 17.1 For some repairs carried out by us (but not all), we will provide you with a lifetime guarantee. Repairs that qualify for a lifetime guarantee are issued with a repair guarantee booklet and certificate to validate the guarantee is in place for the vehicle that has been repaired. The lifetime guarantee that is issued is on our workmanship and Services (but not spare parts). However, to benefit from this guarantee you must have your vehicle inspected by us (free of charge) every 12 months to validate its condition. 17.2 We will make every effort to contact you in advance of each anniversary of the vehicle inspection to remind you that the inspection is due, however, please note that it is ultimately your responsibility to ensure that this is carried out within the specific time frames set out in clause 17.1. 17.3 To validate any claims, the following guidelines must be adhered to. These are designed to help with the effectiveness of the lifetime repair guarantee and protect our customers from fraudulent claims: a. an inspection of the repaired area must be completed within 60 days of the annual due date; b. the vehicle must be presented in a reasonable and clean condition and the lifetime repair guarantee booklet and certificate (as provided by us to you) should be available for stamping c. the paintwork and bodywork of the vehicle must have been maintained in accordance with the driver’s handbook and the details contained in these conditions; d. any damage to the protective coatings, either paint or corrosion protection material, must be dealt with immediately; e. nothing within this guarantee will affect your statutory rights; f. this guarantee is transferable with our prior written consent. It is, therefore, your responsibility when selling the vehicle to inform the purchaser of the requirement for the annual inspection; and g. the vehicle must be road legal and hold a current MOT. 17.4 Where annual inspections are not carried out in accordance with the above, the repair workmanship guarantee will only be valid for 3 years from the date of the repairs being completed. 17.5 Please note the guarantee set out above does not apply to parts fitted into your vehicle. These parts will come with the benefit of any applicable manufacturer’s warranty. 17.6 Claiming under the guarantee. In the event that you wish to claim under the guarantee, you must contact us via email on [email protected]. We will require photographic evidence of the alleged issue and a description of the alleged defect and evidence of you guarantee certificate. If you fail to provide this information, we will not assess your claim under the guarantee. Upon receipt of the required information, we will assess your claim and respond to you within 20 working days. If, following our assessment, we agree that the alleged defect is caused by our Services, we will arrange for this to be rectified free of charge. 17.7 What the guarantee does not cover. The guarantee provided in clause 17.1 does not cover: a. pre-existing corrosion or rust (whether or not it is evident before the Services were carried out); b. failure of the surface to which the repair is applied (e.g. as the result of a previous aftermarket repair); c. further accident or impact (including but not limited to stone chipping); d. inappropriate aftercare, contrary to instructions supplied upon completion of the repairs; e. any work that was carried out without our approval; f. any work that was carried out as a good will gesture. 17.8 Limitations on the guarantee. All remedial work will be carried out by us unless otherwise agreed in writing by us. Any work carried out by a third party without our prior written approval may invalidate your guarantee. We will not accept charges for any rectification work carried out by a third party. Any refund or liability shall be limited to an amount equal to the value of the Services as indicated on the quotation provided by us. The guarantee is non-transferable and is strictly limited to the Services carried out by us. 18 Data Protection 18.1 “Controller” “Data” “Data Subject”, “Personal Data” and “Processor” respectively have the meanings given under the Data Protection Legislation. 18.2 If you provide any Personal Data to Chartwell under this Agreement, Chartwell will be the Data Controller. Our Data Protection Office can be contacted at [email protected]. 18.3 We process Personal Data in accordance with our Privacy Notice which can be found at www.chartwells.net/privacy-policy/ 18.4 Your rights in relation to your Personal Data in accordance with the UK GDPR are outlined in our Privacy Notice. 18.5 You agree that Chartwell may disclose information pertaining to you or your account to the parties outlined in our Privacy Notice. 19 Notices 19.1 The parties will keep each other informed of their respective contact details. 19.2 Any notice given under the Agreement must be in writing and in the English language. 19.3 Each notice must be served by prepaid first-class post, by email or by hand delivery to the latest postal address (to be the registered address if the intended recipient is a company) or email address of the intended recipient. 19.4 Each notice will be deemed served seventy-two (72) hours after dispatch (if posted), one (1) hour after confirmed dispatch (if emailed by 4 pm on a Business Day), by 9 am on the Business Day after confirmed dispatch (if emailed after 4 pm on a Business Day or emailed at any time on any other day) and immediately (if delivered by hand). 20 General Matters 20.1 Governing Law & Jurisdiction - English law governs the Agreement (and all related disputes and claims) in all respects. English courts have exclusive jurisdiction in respect of handling the contractual or non-contractual claims, dispute and litigation whatsoever concerning the Agreement. 20.2 Entire Agreement - Subject to clause 11.1: a. the Agreement contains the entire agreement, arrangement, understanding and commitment between the parties concerning its subject matter; b. the Agreement fully terminates, extinguishes, and replaces in full all previous agreements, arrangements, understandings, and commitments between the parties concerning the same subject matter; c. each party confirms that it has not relied on any purported statement, assurance, promise or commitment pre-dating this Agreement, except to the extent it is reproduced expressly and specifically in writing in the Agreement; d. all terms implied by legislation or case law of any kind that are not expressly stated in the Agreement shall be deemed fully excluded from the Agreement to the maximum extent permitted by law; and e. the parties will fully co-operate to give full legal and practical effect the terms of the Agreement. 20.3 Variations - Any purported variation, deletion, or exclusion of any provision of the Agreement will only be valid and binding if made by the express prior written consent of all the parties (and no other variations, deletions or exclusions will be valid or binding). 20.4 Severance - The parties confirm that the terms of the Agreement are reasonable and fair in the context of their circumstances and intend the Agreement to be enforceable to the fullest extent permitted by law. If any part of the Agreement (including this clause) is held to be invalid and/or unenforceable for any reason whatsoever, the parties will co-operate to procure that that part will be deemed changed, qualified or (as a last resort) deleted to the minimum extent necessary for it to become valid and enforceable in a manner that is consistent with the commercial intent of the parties when entering into the Agreement (and the remainder of the Agreement will continue to be valid and enforceable in any event). 20.5 Third Party Rights - A person who is not a party to the Agreement (other than XXX) cannot enforce any term, right or entitlement under the Agreement under the Contract (Rights of Third Parties) Act 1999. 20.6 Assignment - Each party needs the express prior written consent of the other party to assign or transfer its rights under the Agreement (such consent not to be unreasonably withheld, refused, delayed, or made conditional). 20.7 Waivers - A purported waiver from a party will only be valid and binding if made or confirmed expressly in writing by that party. Subject to the first sentence of this clause: (1) delays in enforcement, extra time to perform or indulgence grated will not be treated as a waiver, and (2) any waiver will only apply to the specific right or remedy being waived for the specific event or circumstances only and will not restrict or prohibit or otherwise affect the further exercise of such right or remedy.