1.1 The definitions and rules of interpretation in this Condition apply in this agreement;
Application: the application provided by Global Fleet and processed by RAM to enable the Customer to upload the Customer Data.
Authorised Users: Drivers and those administrative employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services or the Equipment, as further described in Condition 2.4(c)
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business
Confidential Information: information that is proprietary or confidential in nature or as identified as Confidential Information in Conditions 11.6 or 11.7;
Controller, processor, data subject, personal data, personal data breach,
processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation
Customer: the Customer named in the Order
Customer Data: the data inputted by the Customer, Authorised Users, Global Fleet or RAM on the Customer’s behalf facilitating the Customer’s use of the Services
Customer’s Wallet: the storage reserved solely for the Customer Data
Data Protection Legislation includes the General Data Protection Regulation (2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC, the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and any other applicable legislation relating to personal data and all other legislation and regulatory requirements in force from time to time
Driver: employees, agents and independent contractors of the Customer who are registered under the Services as a driver for the Customer
Effective Date: the date of this agreement
Equipment: any equipment provided by Global Fleet for use in conjunction with the Services including items, detailed on the Order Form or supplied and installed by Global Fleet under this agreement
Initial Subscription Term: the initial term as stated on the sales order form
Licenses: the licenses purchased by the Customer pursuant to Condition 9.1 each which applies to one Driver and two vehicles and allows to access and use the Services
Mandatory Policies: any policies issued by Global Fleet or RAM from time to time, by uploading to the Portal (including any fair usage policy, privacy and data protection policy), as amended from time to time
Normal Business Hours: 9 am to 5.30 pm local UK time Monday-Thursday & 9am to 5pm Friday
“Portal”: the Cloud based access portal provided by Global Fleet and processed by RAM for the Customer to view & upload data
RAM: Remote Asset Management Limited, registered in England and Wales (company number 5224605) of Nelson House Madison Court, George Mann Road, Leeds S10 1DJ or its successor or assigns (and “we” “us” and “our” will be construed accordingly);
Renewal Period: the period described in Condition 14.1;
Services: the Global Fleet APP provided by Global Fleet to the Customer under this agreement
Software: the online software applications provided by Global Fleet as part of the Services
Licence Fees: the Driver subscriptions payable by the Customer to Global Fleet for the Services
Subscription Term: has the meaning given in Condition 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods)
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2 Condition headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body.
1.4 A reference to a statute or statutory provision is a reference to it as it is in force
from time to time and includes all subordinate legislation made under that statute or
1.5 A reference to writing or written includes faxes but not e-mail.
2. User subscriptions
2.1 This Contract shall take effect when Global Fleet accepts from the Customer a Completed Order Form
2.2 Subject to the terms of this agreement and the Customer paying the Licence Fees, Global Vans hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer’s internal business operations.
2.3 The Customer undertakes that it will not allow or suffer any Driver Subscription to be used by more than one Driver or otherwise to be assigned from one Driver to any other Driver.
2.4 In relation to the User Subscriptions, the Customer undertakes that;
(a) it will not allow or suffer any passwords to the Portal to be used by more than one individual, unless it has been reassigned in its entirety to another individual, and the prior Authorised User’s access has ceased
(b) each Authorised User shall keep a secure password for his use of the Services, and that each Authorised User shall keep his password confidential
(c) it shall maintain a written, up to date list of current Authorised Users and provide such list to Global Fleet within 5 Business Days of Global Fleet’s written request
(d) it shall include within the list referred to in 2.4 (c) above, the telephone number of the mobile used by the Driver for accessing the Application to enable the Application to access the mobile for data purposes and for Global Fleet to contact the Driver in providing the Services
(e) it shall permit Global Fleet or Global Fleet’s designated auditor to audit the Services in order to establish the name and password of each Authorised User, Global Fleet and RAM’s data processing facilities to audit compliance with this agreement. Each such audit shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business
(f) if any of the audits referred to in Condition 2.3(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Global Fleet’s other rights, the Customer shall promptly disable such passwords and the Customer shall pay to Global Fleet an amount equal to such underpayment as calculated by Global Fleet based upon applicable usage plus fifty (50%) percent, within 10 Business Days of the date of the relevant audit.
2.5 The Customer shall not upload, access, store, distribute or transmit any Viruses, or any material in the course of its use of the Services that are harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property; and Global Fleet reserves the right, without liability or prejudice to its other rightsor remedies, to disable the Customer’s access to any data that breaches this Condition.
2.6 The Customer shall not:
(a) save as otherwise provided in this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(c) access all or any part of the Services in order to build a product or service which competes with the Services and/or the Documentation; or
(d) use the Services to provide services to third parties; or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Condition 2.
2.7 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of becoming aware of any such unauthorised access or use, promptly notify Global Fleet.
2.8 The rights provided under this Condition 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
2.9 Global Fleet may offer to provide from time to time, Equipment for use by the Customer In conjunction with the Services, either through a hire arrangement or through a purchase arrangement.
2.10 Where the supply of Equipment is through a hire arrangement, Global Fleet will contact the Customer providing the terms upon which the hiring of the Equipment is to be made available by either the finance company or Global Fleet. If the Customer agrees to such terms, the Customer will enter into the Hire Agreement for the Equipment.
3. Additional user subscriptions
3.1 Where the Customer wishes to increase the number of Licenses, such Licenses shall, unless otherwise agreed in writing by Global Fleet, be the subject of a separate contract and Direct Debit for the number of additional Licences purchased. All Customer Data shall be saved to the Customer’s Account, and the Customer shall be able to continue to access the Customer Account for all Customer contracts through the Customer’s existing administrative access account.
3.2 Additional Licenses obtained pursuant to Condition 3.1 shall run for the term commencing from the commencement of that subscription, and so may differ from the term of this agreement.
4.1 Global Fleet shall, during the Subscription Term, provide the Services and make available access to the Portal to the Customer on and subject to the terms of this agreement.
4.2 Global Fleet will, as part of the Licence Fee, provide the Customer with Global Fleet’s standard customer support services during Normal Business Hours at the time that the Services are provided.
4.3 Global Fleet shall use commercially reasonable endeavours to make the Services available continuously. The Customer acknowledges that access to the Portal will not be 24/7 and that the Portal and System may be unavailable for periods due to maintenance or as a result of internet access not being available. It also acknowledges that uploads may not always complete and as such, it accepts that it is incumbent on the Customer to ensure that any data being uploaded to the Portal is also recorded and preserved by the Customer to ensure that there is no loss of data. Global Fleet shall only be required to retain the recordings/images/data uploaded to the Portal for the duration of the term stated in the order form and thereafter shall be entitled, without notice to the Customer, to destroy data stored.
4.4 Scheduled maintenance will usually be carried out between 10.00 pm to 6.00 am or at weekends. Global Fleet will endeavour to give the Customer notice in advance of any unscheduled maintenance.
4.5 Global Fleet reserves the right from time to time to alter or modify the operation, design or performance of the System, but not so as to reduce the quality of the Service.
5. Customer data
5.1 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
5.2 Global Fleet authorises RAM as a processor of Customer data. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against RAM shall be for RAM to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data. RAM shall not be liable for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by RAM to perform services).
5.4 Global Fleet shall be entitled to anonymise and merge Customer personal data and use such anonymised and merged data for Global Fleet Purposes for so long as it is lawful to do so.
5.5 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Condition 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
5.6 The parties acknowledge that:
(a) if Global Fleet and RAM process any personal data on the Customer’s behalf when performing its obligations under this agreement, the Customer is the controller and Global Fleet and RAM are the processors for the purposes of the Data Protection Legislation.
(b) the personal data may be transferred or stored outside the UK, the EEA in order to carry out the Services and Global Fleet’s other obligations under this agreement.
5.7 Without prejudice to the generality of Condition 5.5, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Global Fleet and RAM for the duration and purposes of this agreement so that Global Fleet and RAM may lawfully use, process and transfer the personal data in providing the Services.
5.8 The Customer shall have policies in place and shall train the Authorised Users to ensure that any personal data recorded or collated and updated to the Portal will have been obtained with the express permission of the data subject or otherwise in compliance of Data Protection Legislation.
5.10 Without prejudice to the generality of Condition 5.5, and the Services provided by Global Fleet, Global Fleet shall:
(a) assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(b) notify the Customer without undue delay on becoming aware of a personal data breach
(c) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by applicable law to store the personal data; and
(d) maintain complete and accurate records and information to demonstrate its compliance with this Condition 5.
6. Global Fleet’s obligations
6.1 Global Fleet undertakes that the Services will be performed in accordance with this agreement and with reasonable skill and care.
6.2 If the Services do not conform with the foregoing undertaking, Global Fleet will, at its expense, use reasonable commercial endeavours to correct any such nonconformance as reasonably practical. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in
Condition 6.1. Notwithstanding the foregoing, Global Fleet:
(a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and
(b) is not liable for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7. Customer’s obligations
The Customer shall:
(a) provide Global Fleet with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by Global Fleet; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(b) comply with all Data Protection Legislation and ensure that the Authorised Users are given access to and comply with the Global Fleet and RAM Privacy Policies.
(c) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement
(d) carry out all other Customer responsibilities set out in this agreement in a timely manner
(e) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any breach of this agreement by the Customer or its Authorised Users;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Global Fleet, its contractors and agents to perform their obligations under this agreement;
(g) ensure that its network and systems comply with the relevant specifications provided by Global Fleet from time to time; and
(h) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Global Fleet and RAM’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
7.2 The Customer shall provide the Driver with adequate training as to use of the Application and any Equipment and of the ability to switch off the Application when not in use.
8. Driver use of Application and Customer responsibilities
8.1 In order to enable Drivers to access the Service, Global Fleet will contact the Driver’s mobile telephone number provided by the Customer pursuant to condition 2.42.4(c)by SMS to provide a link to the Application to enable the application to be used by the Driver. Once accessed via the mobile, the Application will also use the GPS of the mobile for identifying and sending location data of the Vehicle. The Customer shall ensure that it has informed the Driver of the use by Global Fleet of the nature and extent of the mobile data being obtained, including the use of GPS, and the use by Global Fleet of the mobile number to contact the Driver. The Customer, or its fleet manager shall obtain the informed consent of the Driver for the use by Global Fleet of the mobile data and number for contact purposes, which shall include SMS. Where the Application changes to include any new functionality, the Customer shall inform the Driver accordingly and update its, Driver consent.
8.2 It is the Customer’s responsibility to ensure that where live recordings and information (for example as part of our accident reporting Service) are recorded for uploading to the Portal, the Driver shall make any third parties, who are the subject of such recording aware of the fact that such information is being recorded and the use being made of such recording and has obtained from the third party explicit consent.
9. Licence Fees and payment
9.1 The Customer shall pay the Licence Fees to Global Fleet in accordance with this Condition 9 and the Order.
9.2 The Customer shall on the Effective Date provide to Global Fleet Bank Details and Customer authorisation for Global Fleet to effect a Direct Debit mandate with the Customer’s bank, and such other information as Global Fleet may reasonably require to enable Global Fleet to provide the Services and obtain payment.
9.3 The Licence Fees shall be payable by Direct Debit monthly in arrears.
9.4 Global Fleet shall raise a payment schedule, which shall be sent to the Customer by e-mail to the Customer’s accounts team.
9.5 If the Customer cancels a Direct Debit, or Global Fleet has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Global Fleet:
(a) Global Fleet may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and Global Fleet shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% above HSBC Bank Plc base lending rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
9.6 All amounts and fees stated or referred to in this agreement:
(a) are, subject to Condition 13.3(b), non-cancellable and non-refundable;
(b) are exclusive of value added tax, which shall be added to Global Fleet’s invoice(s) at the appropriate rate.
9.7 On auto renewal, Licence Fees shall continue at the same rates.
10. Proprietary rights
10.1 The Customer acknowledges and agrees that Global Fleet and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
10.2 Global Fleet confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
11.2 Subject to Condition 11.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
11.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Condition 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (unless the third party is an officer or employee of, or contractor to a party).
11.6 The Customer acknowledges that details of the Services, constitute Global Fleet’s Confidential Information.
11.7 Global Fleet acknowledges that the Customer Data is the Confidential Information of the Customer.
11.8 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
11.9 This Condition 11 shall survive termination of this agreement, however arising.
12.1 The Customer shall defend, indemnify and hold harmless Global Fleet against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services, provided that:
(a) the Customer is given written notice of any such claim;
(b) Global Fleet provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
(c) the Customer is given sole authority to defend or settle the claim.
12.2 Global Fleet shall defend the Customer, its officers, directors and employees against any claim that the Services infringe any third party’s intellectual property Rights, provided that:
(a) Global Fleet is given prompt notice of any such claim;
(b) the Customer provides reasonable co-operation to Global Fleet in the defence and settlement of such claim, at Global Fleet’s expense; and
(c) Global Fleet is given sole authority to defend or settle the claim.
12.3 In the defence or settlement of any claim, Global Fleet may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
12.4 In no event shall Global Fleet, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Services or Documentation by anyone other than Global Fleet; or
(b) the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Global Fleet; or
(c) the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from Global Fleet or any appropriate authority.
12.5 The foregoing and Condition 13.3(b) states the Customer’s sole and exclusive rights and remedies, and Global Fleet’s (including Global Fleet’s employees’, agents’ and subcontractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
12.6 This Condition shall survive termination of this agreement.
13. Limitation of liability
13.1 Except as expressly and specifically provided in this agreement:
(a) the Customer assumes sole responsibility for information uploaded or obtained from the use of the Services by the Customer. Global Fleet shall have no liability for any damage caused by errors or omissions in any information provided by Global Fleet to the Customer in connection with the Services;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) the Services and the Documentation are provided to the Customer on an “as is”basis.
13.2 Nothing in this agreement excludes the liability of Global Fleet:
(a) for death or personal injury caused by Global Fleet’s negligence; or
(b) for fraud or fraudulent misrepresentation.
13.3 Subject to Condition 13.1 and Condition 13.2:
(a) Global Fleet shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
(b) Global Fleet’s total aggregate liability in contract (including in respect of the indemnity at Condition 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid during the 12 months immediately preceding the date on which the claim arose.
(c) This Condition shall survive termination or expiry of this agreement.
14. Term and termination
14.1 This agreement shall, unless otherwise terminated as provided in this Condition 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
(a) either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
14.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a solvent amalgamation or the solvent reconstruction of that other party;
(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(i) a creditor or encumbrancer of the other party attaches or takes possession of, or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
14.3 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
(b) The Customer shall return and make no further use of any Equipment supplied on hire;
(c) Global Fleet and RAM may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with Condition 5.7(a), unless Global Fleet receives, no later than thirty (30) days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. RAM shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Global Fleet and RAM in returning or disposing of Customer Data; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
15. Force majeure
Global Fleet and RAM shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Global Fleet, RAM or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
16.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.2 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
16.3 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
16.4 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
16.5 If any provision or part-provision of this agreement is deemed deleted under Condition 16.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
16.6 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.7 Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
16.8 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
16.9 Nothing in this Condition shall limit or exclude any liability for fraud.
16.10 The Customer shall not, without the prior written consent of Global Fleet, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
16.11 Global Fleet may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
16.12 This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
16.13 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in this agreement.
16.14 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
16.15 This agreement shall be governed by and construed in accordance with the laws of England.