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 S ervices 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 S ervices to you, how you and we may change or end the contract, what to do if there is a problem and other important information. I f 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 Eng land 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 b y writing to us at info@chartwells.net 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 natur al 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 partners hip; • any spouse or civil partner of the Natural Person or anyone in the above ca tegory; • 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 h as 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 contr act 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 an ticipated 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 milita ry 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 Relie f 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 - contr actor(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 k ind 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 mediat ion, 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, necess ary, 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, inte rests or affairs – and Materially will be construed acco rdingly. “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 othe r 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 S ervices. 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 S ervices being carried out and where there is a change of price, we will notify you of this, prior to carrying out the S e rvices. 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 S ervices 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 o ther 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 S ervices. 4.4 How we will accept your order . If you would like to proceed with our quote for the S ervices, yo u 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 S ervices 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 a ccept your order, we will inform you of this and will not charge you for the S ervices. 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 th e S ervices 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 info@chartwells.net to arrange an appointment for the S ervices. Please have details of your Pre Order available to assist our team with arranging your appointment. Unless otherwise agreed by us, you must p ay us the excess fee referred to in the Pre - Order at the time of booking your appointment. 5.2 All of t he S ervices 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 S ervices that you have ordered please con tact 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 S ervices, 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 Agreem ent as a whole, as set out in clause 1 3 , 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 a s described in clause 13. 5.5 Unless we otherwise agree in writing, you must collect your vehicle from our premises (during ou r 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 S ervices 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 al l 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 S ervices 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 wil l be carried out in line with the m anufacturer’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 circum stances , 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 S ervices. 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 o ut the Repair Services at all and we will reschedule the appointment for another day. Please note, this does not relate to the comp letion of any S ervices 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 p arts and take them out of your vehicle. 6.7 We may change the S ervices that we provide to reflect changes in relevant laws and regulatory requirements. 6.8 If the provision of the S ervices 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 S ervices cannot be carried out to the re quired 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 S ervices you have paid for but not received. 6.9 We may change the S ervices that we provide to reflect changes in relevant laws and regulatory requirements. 6.10 We may need to make a change to the S ervices 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 appli es irrespective of whether you sent us photographs or, whether we inspected the vehicle in person, before issuing a quote to you. W e 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, t ogether with details of where the damage is on the vehicle). We will not be responsible for performing the S ervices late or not sup plying 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 bu t 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 le ft 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 perfo rm 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 Cus tomer Default prevents or delays the performance of any of our obligations; b. We shall not be liable for any costs or L osses sustained or incurred by the you arising directly or indirectly from our failure or delay to perform any of our obligations as set ou t in clause 7.2; and c. You shall reimburse us on written demand for any costs or L osses sustained or incurred by us arising directly or indirectly out of the Customer Default. 8 Price and Charges 8.1 The price of the S ervices (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 yo u pay, unless you have already paid for the S ervices 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 pri cing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispri cing, we may end the Agreement and refund you any sums you have paid. 8.4 We may need to make a change to the S ervices 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 appli es 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 a dditional 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; • w here we estimate any costs in accordance with clause 4.1; • a dministration costs; • r ecovery of your vehicle; and • l ate payment 9 Payment 9.1 Unless otherwise agreed in writing, w e may (but are not obliged to) raise invoices at the Invoice Frequency concerning all completed Services under this Agreement, covering the applicable invoiced perio d. Where the Services are likely to take a long period of time, we reserve the right to raise invoices in instalments. 9.2 Yo u 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 invo ice, 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 rema inder 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 accru e daily (on the basis of a 365 - day year) and be compounded on the last day of each calendar a month during th e 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 b y 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, th e following rules in clause 10 will appl y. 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 th e disputed amount that is eventually agreed or otherwise resolved in favour of Chartwell (and that "top up” invoice shall be de emed 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 (te n)% 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 th e 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 No thing in this clause 1 1 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 1 1. 1 and clause 1 1 .2 (in that order). 11.4 All conditions an d 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 1 1 (to in clude, 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 1 5 ; c. any contributory or another statement, act, or omission of any person other than the us , a sub - contract or 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 vehi cle, for example flat batteries or tyres, air suspension dropping or electr ical 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 S ervices. 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 provi ding the S ervices. 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 L osses; and/or (2) any kind of pure economic punitive , profit, savings, or goodwill related L osses 11.10 Each party will take all reasonable steps to mitigate any proportion of any Liabilities that can reasonably be mitigated (oth er 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 an y 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 g iven the opportunity to effect repairs; d. to secure t he 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; an d 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 V ehicle must not be use d: 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 da mage 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 drug s; 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 suc h 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 P eriod (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 a t 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 1 5 .2 and clause 1 5 .3. b. (Where you have bought the Services over the telephone) by exercising your right under the Regulations to change your mind about the S ervices. (See clause 1 3 .3 for your rights under the Regulations to terminate the Agreement by reason of changing your min d); c. Because of something we have done or are going to do (see clause 1 3 .2 ); or d. In all other cases (if we are not at fault and there is no right to change your mind), see clause 1 3 .4 13.2 Ending the Agreement because of something we have done or are going to do. If you are ending a n 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 S ervices which have not been provided and you may also be entitled to compensation. The reasons are: a. we have told you about an upcoming chan ge to the S ervices or these terms which you do not agree to; b. we have told you about an error in the price or description of the S ervices you have ordered and you do not wish to proceed; c. there is a risk that supply of the S ervices may be significantly delay ed 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 Regulati ons: 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 S ervices you cannot change your mind, even if the period is still running. If you cancel after we have started the S ervices, you must pay us for the S ervices 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 S ervices, 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 1 3 .1 (b) ), you can still end the Agreement before it is completed, but you may have to pay us compensation. A contract for S ervices is completed when we have finished providing the S ervices and you have paid for them. If you want to end a contract before it is completed where we are not at fault a nd 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 S ervices not provided but we may deduct from that refund reasonable compensation for the net costs we wil l 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 nec essary for us to provide the S ervices; 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 opin ion a risk to health and safety of our employees, agents or contractors and/or if carrying out the S ervices 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 condi tion. 13.6 If we end the Agreement in the situations set out in clause 1 3 .5, we will refund any money you have paid in advance for the S ervices 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 An y clause that expressly or by implication is intended to apply for the period after termination of this Agreement will contin ue 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 info@chartwell.net or writing to us at Chartwell House, 1 Brunel Parkway, Pride Park, Derby, DE248HR. Please provide details of your appointment date when contacti ng us to cancel. 14.2 We will refund you the price you paid for the S ervices 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 r efund 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 refu nd 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 info@chartwells.net 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 awar e (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 limit ation, 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 1 4 .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 w ithin 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 confi rmed 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 o n the Concern as the Expert deems appropriate - in each case subject to this clause 1 5 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 docu mentation acquir ed 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 the ir role in accordance with this clause 1 5 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 1 5 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 1 5 .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 S ervices from a sub - contractor or other suppli er; 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 conclud ed to be imparted/shared in confidence; d. any grievance, complaint, concern, or dispute in an y way concerning the Agreement; e. any information concerning the business, affairs, customers, clients, employees, consultants, agents, representatives, advise rs, sub - contractors, suppliers, products, services, assets, liabilities, finances, accounts, commun ications, 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 pr