Terms and Conditions for the supply of garage services

Unipart Autoparts Terms and Conditions for the supply of garage services

THE GARAGE’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).

1. INTERPRETATION
THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.

1.1 Definitions:
• Application Form: the Unipart Car Care Centre Application Form, as amended from time to time, a current copy of which is attached as Schedule 4;
• Charges: the charges payable by the Garage for the supply of the Services in accordance with Clause 5 (Charges and Payment) including the Unipart Car Care
Centre membership fee , KiS Online package/module charges and/or Commission.
• Commencement Date: has the meaning given in Clause 2.2.
• Conditions: these terms and conditions as amended from time to time in accordance with Clause 11.5.
• Contract: the contract between Unipart Autoparts and the Garage for the supply of Services in accordance with these Conditions.
• Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
• Garage Default: has the meaning set out in Clause 4.2.
• Data Protection Legislation: up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly
applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK
and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
• Garage: the person or firm who purchases Services from Unipart Autoparts.
• GDPR: General Data Protection Regulation ((EU) 2016/679).
• Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks,
business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer
software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other
intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or
extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the
future in any part of the world.
• KiS Online: Unipart Autopart's Garage software/management system accessed through www.kis-unipart.co.uk.
• Order: the Garage’s order for Services as set out Application Form or Order Form.
• Order Form: KiS Online Order Form, as amended from time to time, a current copy of which is attached as Schedule 4.
• Services: the services supplied by Unipart Autoparts, specifically: KiS Online, Unipart Car Care Centre Programme and/or Unipartner Mobile App, collectively
known as the Services, to the Garage as set out in the Application Form and/or Order Form.
• Specification: the description or specification of the Services provided in writing by Unipart Autoparts to the Garage. The specification of the Services may be
varied by Unipart Autoparts from time to time. A current copy of the specification of each Service (specifically: KiS Online, Unipart Car Care Centre Programme
and/or Unipartner Mobile App) can be found within Schedule 2.
• Unipart Autoparts Materials: has the meaning set out in Clause 4.1(h).
• Unipart Autoparts: UNIPART GROUP LIMITED (trading as Unipart Autoparts) a company registered in England and Wales. Company registration number
576777, registered office is at Unipart House, Cowley, Oxford OX4 2PG.
• Unipart Car Care Centre Programme: is Unipart Autoparts garage accreditation programme.
• Unipartner Mobile App: is Unipart Autoparts' mobile-app and web-based consumer work direction programme.
• Website: is www.unipartcarcarecentres.com.

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate
legislation made under that statute or statutory provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the
sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.
(d) In the case of any inconsistency between any provision of the Schedules hereto and any provision of this Contract, the latter shall prevail. In the case of any Garage
who is both a Unipart Car Care Centre and has a Trade Account (completed Customer Credit Application Form) any inconsistency between any provisions of the
Customer Credit Application Form Terms and any provision of this Contract, the latter shall prevail.

2. BASIS OF CONTRACT
2.1 The submission of a completed Application Form and/or Order Form by the Garage to Unipart Autoparts constitutes an offer by the Garage to purchase Services in
accordance with these Conditions.
2.2 The offer shall only be deemed to be accepted when Unipart Autoparts issues log on details and/or welcome pack as applicable at which point and on which date the
Contract shall come into existence ("Commencement Date").
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Garage seeks to impose or incorporate, or which are implied by trade, custom,
practice or course of dealing.


3. SUPPLY OF SERVICES
3.1 Unipart Autoparts shall supply the Services to the Garage in accordance with the Specification in all material respects.
3.2 Unipart Autoparts shall use all reasonable endeavours to meet any performance dates specified in the Specification and/or Application Form and/or Order Form,
but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 Unipart Autoparts reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will
not materially affect the nature or quality of the Services, and Unipart Autoparts shall notify the Garage in any such event.
3.4 Unipart Autoparts warrants to the Garage that the Services will be provided using reasonable care and skill.
3.5 Notwithstanding Clause 3.1, Unipart Autopart’s reserves the right to:
(a) Modify or withdraw, temporarily or permanently, KiS ONLINE, or any aspect thereof, with or without notice to the Garage and the Garage confirms that Unipart
Autoparts shall not be liable to the Garage or any third party for any modification to or withdrawal of KiS Online. For the avoidance of doubt, the Garage will not be
eligible for any compensation because they cannot use any part of KiS ONLINE or because of failure, suspension or withdrawal of all or part of KiS Online.
(b) Change the terms of the KiS Online Service from time to time. It is the Garage’s responsibility to check regularly to determine whether the Service has been changed.
If a Garage does not agree to any changes in the terms of the Service then the Garage must immediately stop using KiS Online.
(c) Charge a Garage for additional user IDs and/or training provided to the Garage.
Version 1.4.3 30 October 2018
3.6 Autoparts may provide links to other websites or resources from KiS Online. The Garage acknowledges and agrees that Unipart Autoparts is not responsible for the
availability of such external sites or resources, and does not endorse and is not responsible or liable, directly or indirectly, for the privacy practices or the content of such
websites, including (without limitation) any advertising.


4. THE GARAGE’S OBLIGATIONS
4.1 The Garage shall:
(a) ensure that any information it provides to Unipart Autoparts is complete and accurate;
(b) co-operate with Unipart Autoparts in all matters relating to the provision of the Services;
(c) provide Unipart Autoparts, its employees, agents, consultants and subcontractors, with access to the Garage’s premises, office accommodation and other facilities as
reasonably required by Unipart Autoparts;
(d) provide Unipart Autoparts with such information and materials as Unipart Autoparts may reasonably require in order to supply the Services, and ensure that such
information is complete and accurate in all material respects;
(e) prepare the Garage premises for the supply of the Services, including but not limited to satisfying the minimum Garage requirements (Schedule 1 “Minimum
Garage Requirements”);
(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(g) comply with all applicable laws, including health and safety laws;
(h) keep all signage, materials and other property of Unipart Autoparts ("Unipart Autoparts Materials") at the Garage’s premises in safe custody at its own risk,
maintain Unipart Autoparts Materials in good condition until returned to Unipart Autoparts, and not dispose of or use Unipart Autoparts Materials other than in
accordance with Unipart Autoparts' written instructions or authorisation;
(i) comply with any additional obligations as set out in the Specification;
4.2 If Unipart Autoparts' performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Garage or failure by the Garage
to perform any relevant obligation ("Garage Default"):
(a) without limiting or affecting any other right or remedy available to it, Unipart Autoparts shall have the right to suspend performance of the Services until the Garage
remedies the Garage Default, and to rely on the Garage Default to relieve it from the performance of any of its obligations in each case to the extent the Garage Default
prevents or delays Unipart Autopart’s performance of any of its obligations;
(b) Unipart Autoparts shall not be liable for any costs or losses sustained or incurred by the Garage arising directly or indirectly from Unipart Autoparts’s failure or
delay to perform any of its obligations as set out in this Clause 4.2; and
(c) the Garage shall reimburse Unipart Autoparts on written demand for any costs or losses sustained or incurred by Unipart Autoparts arising directly or indirectly
from the Garage Default.


5. CHARGES AND PAYMENT
5.1 The Charges for the Services are as quoted on the relevant Application Form and/or Order Form.
5.2 There is a commission payable by the Garage to Unipart Autoparts (the "Commission") for all work referred to the Garage via the Unipartner Mobile App and/or
the Website.
5.3 Unipart Autoparts reserves the right to increase the Charges from time to time.
5.4 Unipart Autoparts shall invoice the Garage as agreed by Unipart Autoparts upon acceptance of the Application and/or Order Form .
5.5 The Garage shall pay each invoice submitted by Unipart Autoparts:
(a) within 15 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by Unipart Autoparts, and
time for payment shall be of the essence of the Contract.
5.6 All amounts payable by the Garage under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable
supply for VAT purposes is made under the Contract by Unipart Autoparts to the Garage, the Garage shall, on receipt of a valid VAT invoice from Unipart Autoparts, pay
to Unipart Autoparts such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the
Services.
5.7 If the Garage fails to make a payment due to Unipart Autoparts under the Contract by the due date, then, without limiting Unipart Autoparts’s remedies under Clause
9, the Garage shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 5.7
will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.8 All amounts due under the Contract 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).


6. INTELLECTUAL PROPERTY RIGHTS
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the
Garage) shall be owned by Unipart Autoparts.
6.2 Unipart Autoparts grants to those Garages who subscribe to the Unipart Car Centre Centre Programme a fully paid-up, UK only, non-exclusive, revokable licence
during the term of the Contract to use certain UCCC trade marks in accordance with these Conditions. This licence allows the Garage to display or use on its premises
or vehicles, or as otherwise agreed in writing by Unipart Autoparts, all signage, livery, workwear or merchandise which is supplied by Unipart Autoparts, or its
nominated suppliers. For the avoidance of doubt the Garage does not have a right to use the UNIPART logo or the word UNIPART as a trade mark or as part of any
company name or trading style, or to display or use any signage, livery, workwear or merchandise featuring the UNIPART logo or name other than those provided direct
by Unipart Autoparts or its nominated suppliers.
6.3 The Garage shall not sub-license, assign or otherwise transfer the rights granted in Clause 6.2.
6.4 Upon exit from the Unipart Car Centre Centre Programme, then, without limiting Unipart Autoparts’s remedies under Clause 9, the Garage shall immediately
cease using any UCCC trade marks.


7. DATA PROTECTION AND DATA PROCESSING
7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 7 is in addition to, and does not relieve, remove or replace, a
party’s obligations under the Data Protection Legislation.
7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Garage is the data controller and Unipart Autoparts is the data processor
(where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
7.3 Without prejudice to the generality of Clause 7.1, the Garage will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer
of the Personal Data (as defined in the Data Protection Legislation) to Unipart Autoparts for the duration and purposes of the Contract.
7.4 Without prejudice to the generality of Clause 7.1, Unipart Autoparts shall, in relation to any Personal Data processed in connection with the performance by Unipart
Autoparts of its obligations under the Contract:
(a) process that Personal Data only on the written instructions of the Garage unless Unipart Autoparts is required by the laws of any member of the European Union or
by the laws of the European Union applicable to Unipart Autoparts to process Personal Data (Applicable Data Processing Laws). Where Unipart Autoparts is relying on
laws of a member of the European Union or European Union law as the basis for processing Personal Data, Unipart Autoparts shall promptly notify the Garage of this
before performing the processing required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit Unipart Autoparts from so
Version 1.4.3 30 October 2018
notifying the Garage;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Garage, to protect against unauthorised or unlawful
processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised
or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and
the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality,
integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an
incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Garage has been obtained and the following
conditions are fulfilled:
(i) the Garage or Unipart Autoparts has provided appropriate safeguards in relation to the transfer;
(ii) the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
(iii) Unipart Autoparts complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is
transferred; and
(iv) Unipart Autoparts complies with reasonable instructions notified to it in advance by the Garage with respect to the processing of the Personal Data;
(e) assist the Garage, at the Garage’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;
(f) notify the Garage without undue delay on becoming aware of a Personal Data breach;
(g) at the written direction of the Garage, delete or return Personal Data and copies thereof to the Garage on termination of the agreement unless required by Applicable
Data Processing Law to store the Personal Data; and
(h) in respect of those Garages who subscribe to the Unipart Car Centre Centre Programme maintain complete and accurate records and information to demonstrate
its compliance with this Clause 7.
7.5 In respect of those Garages who subscribe to KiS ONLINE who wish to access Personal Data upon termination of their subscription to KiS Online, the Garage
consents to Unipart Autoparts appointing MAM as a third-party processor of Personal Data under the Contract. Unipart Autoparts confirms that it has entered or (as the
case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this Clause 7. As
between the Garage and Unipart Autoparts, Unipart Autoparts shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to
this Clause 7.
7.6 Either party may, at any time on not less than 30 days’ notice, revise this Clause 7 by replacing it with any applicable controller to processor standard clauses or
similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).


8. LIMITATION OF LIABILITY: THE GARAGE’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
8.1 The limits and exclusions in this clause reflect the insurance cover Unipart Autoparts has been able to arrange and the Garage is responsible for making its own
arrangements for the insurance of any excess loss. The Garage shall insure fully against and shall indemnify Unipart Autoparts against all expenses and liabilities
connected with:
i. any defect withUnipartner Mobile App service unless such liability is caused solely by Unipart Autoparts negligent act or omission in the design or manufacture of the
service (in which case Clause 8.3 applies);
ii. any infringements of any intellectual property rights of any third party caused by the production, supply, use or sale of service or the use of any trade mark;
iii. any negligent or wilful act or omission of the Garage in connection with the use or supply of the Service, or;
iv. any liability or loss arising from or connected with any specification supplied by the Garage for the manufacture or creation of service by Unipart Autoparts.
v. any breach of Data Protection Legislation in clause 7 which renders Unipart Autoparts liable for any losses, liability, costs, fines, claims or expenses howsoever arising
(on a full indemnity basis) including legal and other professional costs and costs of enforcement.
8.2 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.3 Subject to Clause 8.2, Unipart Autopart's total liability to the Garage shall not exceed the amount paid by the Garage to Unipart Autoparts for the affected individual
Service in the preceding 12 months. The Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising
under or in connection with the Contract.
8.4 This Clause 8.4 sets out specific heads of excluded loss:
(a) Subject to Clause 8.2, the types of loss listed in Clause 8.3(c) are wholly excluded by the parties.
(b) The following types of loss are wholly excluded:
(i) Loss of profits
(ii) Loss of sales or business.
(iii) Loss of agreements or contracts.
(iv) Loss of anticipated savings.
(v) Loss of use or corruption of software, data or information.
(vi) Loss of or damage to goodwill.
(vii) Indirect or consequential loss.
8.5 Unipart Autoparts has given commitments as to compliance of the Services with relevant specifications in Clause 3. In view of these commitments, the terms
implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law,
excluded from the Contract.
8.6 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that
event. The notice period for an event shall start on the day on which the Garage became, or ought reasonably to have become, aware of the event having occurred. The
notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
8.7 This Clause 8 shall survive termination of the Contract.

9. TERMINATION
9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party one months’ written notice.
9.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party
if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party
being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors
(other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring),
having a receiver appointed to any of its assets or ceasing to carry on business;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its
obligations under the Contract has been placed in jeopardy.
Version 1.4.3 30 October 2018
9.3 Without affecting any other right or remedy available to it, Unipart Autoparts may terminate the Contract with immediate effect by giving written notice to the
Garage if:
(a) the Garage fails to pay any amount due under the Contract on the due date for payment; or
(b) there is a change of control of the Garage.
9.4 Without affecting any other right or remedy available to it, Unipart Autoparts may suspend the supply of Services under the Contract or any other contract between
the Garage and Unipart Autoparts if the Garage fails to pay any amount due under the Contract on the due date for payment, the Garage becomes subject to any of the
events listed in Clause 9.2(b) to Clause 9.2(d), or Unipart Autoparts reasonably believes that the Garage is about to become subject to any of them.

10. CONSEQUENCES OF TERMINATION
10.1 On termination of the Contract:
(a) the Garage shall immediately pay to Unipart Autoparts all of Unipart Autoparts’s outstanding unpaid invoices and interest and, in respect of Services supplied but for
which no invoice has been submitted, Unipart Autoparts shall submit an invoice, which shall be payable by the Garage immediately on receipt;
(b) the Garage shall return all of Unipart Autoparts Materials. If the Garage fails to do so, then Unipart Autoparts may enter the Garage’s premises and take possession of
them. Until they have been returned, the Garage shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
Upon termination of membership of the Unipart Car Care Centre Programme, for whatever reason, the Garage will be obliged to promptly return all items displaying any
of Unipart Autoparts’ trade marks and no longer use any Unipart Autoparts’ trade marks, including branded clothing or merchandise bearing such trade marks.
10.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or
expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall
remain in full force and effect.

11. GENERAL
11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if
such delay or failure result from events, circumstances or causes beyond its reasonable control.
11.2 Assignment and other dealings.
(a) Unipart Autoparts may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and
obligations under the Contract.
(b) The Garage shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations
under the Contract without the prior written consent of Unipart Autoparts.
11.3 Confidentiality.
(a) Each party undertakes that it shall not at any time during the Contract, and for a period of one year after termination of the Contract, disclose to any person any
confidential information concerning the business, affairs, Garages, clients or suppliers of the other party, except as permitted by Clause 11.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations
under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential
information comply with this Clause 11.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
11.4 Entire agreement.
(a) The Contract 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.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or
warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent
misrepresentation [or negligent misstatement] based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
11.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised
representatives).
11.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right
or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or
remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the
Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
11.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent
necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification
to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
11.8 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid
first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by email.
Emails should be sent to:
(i) ucccenquiries@unipartautoparts for Unipart Autoparts and
(Ii) to the email address provided by the Garage on the Application Form and/or Order Form
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt; and
(ii) if sent by pre-paid first-class post or other next working day delivery service, at the time recorded by the delivery service;
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause
11.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
11.9 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the
Contract.
11.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter
or formation shall be governed by, and construed in accordance with the law of England and Wales.
11.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including
non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

 

SCHEDULE 1
MINIMUM GARAGE REQUIREMENTS FOR ALL GARAGES
• The Garage must have at least £1m public liability insurance;.
• The Garage must be able to produce an estimate for a consumer and an itemised invoice;.
• The Garage must have at least one working bay with a ramp or lift;.
• All senior technicians must hold a current qualification to ATA or equivalent standard, trainees must be on an accredited scheme;.
• The Garage must have broadband internet access and PC on site. With a minimum specification of Windows 7 or later / Internet Explorer 9 / Minimum screen
resolution 1024 x 768. PCs must be kept up to date with security patches and have a current anti virus program installed;.
• The Garage must fit parts of equivalent quality to those originally fitted by the manufacturer of the vehicle.
• The Garage must share their parts spend data with Unipart Autoparts in a format and frequency determined by Unipart Autoparts; and
• The Garage must sign and comply with relevant parts of schedule 3, Data Processing Agreement.
ADDITIONAL GARAGE REQUIREMENTS FOR PARTICIPATION IN THE UNIPART CAR CARE CENTRE PROGRAMME


1. Garage Premises
• The Premises should be clean and tidy and located in a position which is easily accessible for the consumer.
• All required UCCC signage and UCCC point of sale (“POS”) material is up to date, in a good state of repair and appropriately displayed. In the event of any
damage or loss the Garage will be required to repair or replace them as necessary.
• The Garage shall comply with UNIPART's Policies as updated at
'http://www.unipart.com/wps/wcm/connect/unipart/unipartgroup/home/responsibility/csroverview' from time to time
• The Garage will allow Unipart Autoparts to inspect its premises and business on reasonable notice, and to remove any signage, livery, workwear or
merchandise from public display should these fail to meet the quality standards determined by Unipart Autoparts, at Unipart Autoparts absolute discretion,
after Unipart Autoparts has given the Garage reasonable notice to rectify any such failure.
• Obtain the consent of the landlord before erecting any signs. It is the Garage responsibility to check the terms of any lease and, if necessary, apply for planning
permission locally, prior to the sign installation, in particular illuminated signs.


2. Consumer Reception
• The Premises should have adequate on-site parking and ideally offer a well signed, separate, clean and tidy reception area and clean, signposted toilets for
consumer use.


3. Staff
• All staff should wear garage workplace wear, to meet safety regulation and present a professional image and include name badges and/or identification chart
in the Garage reception.


4. Workshop
• The workshop should have a minimum of two working bays.


5. Responsibilities
• The Garage must honour the terms of the Customer Service Pledge (below).
• The garage will honour a 12-month or 12,000 miles parts and labour warranty. Covering replacement parts - should they be defective - or related
workmanship from any UCCC garage. Supporting the UCCC Nationwide Guarantee.
• The UCCC signage should be included on the Garage’s general insurance at a value of £400.
• The Garage must take part in all local and national UCCC programme promotions as agreed by a UCCC programme National Panel majority. Unipart Autoparts
will provide the Garage with notice of all such promotions.
• The Garage will be listed on unipartcarcarecentres.com, it is the garage’s responsibility to keep all the listing details, correct, accurate and up to date.

6. Equipment
• The Garage should have the correct equipment and facilities to carry out any work quoted.
CUSTOMER SERVICE PLEDGE
1. If we identify additional work, we will contact you to inform you of the cost and if the work is essential, so that you can make an informed decision about how
you would like us to proceed.
2. We will check your vehicle against the work undertaken before returning it to you.
3. We will retain replaced parts for inspection for at least 24 hours after you have collected your vehicle.
4. Our objective is to complete the work on your vehicle on time. If your vehicle is not going to be ready as promised, we will contact you to inform you of this.
5. We will inform you of work identified that does not need to be undertaken immediately, but may soon be required.
ADDITIONAL GARAGE REQUIREMENTS FOR GARAGE PARTICIPATION UNIPARTNERMOBILE APP
• The Garage must be part of the Unipart Car Care Centre Programme or a partner network
• The Garage will be listed on the Unipartner App, it is the Garage’s responsibility to keep all the listing details, correct, accurate and up to date. Garages
participating from a partner network will be expected to comply with their own network standards of quality of service for consumers.
ADDITIONAL GARAGE REQUIREMENTS FOR SUBSCRIPTION TO KiS ONLINE
The Garage agrees:
• Not to use KiS Online (or any part thereof) for any illegal activities and agrees to use it in accordance with all relevant laws.
• Not to upload or transmit through KiS Online any computer virus or anything else designed to interfere with, interrupt or disrupt the normal operating
procedures of a computer.
• Not to use KiS Online in any way that may cause interruption, damage, or to impair its normal functionality in any way. Not to gain attempted access to any
unauthorised part or component of KiS Online.
• That in the event that the Garage has any right, claim or action against any party arising out of their use of KiS Online, then the Garage will pursue such right,
claim or action independently, and without recourse to Unipart Autoparts.
• To keep any unique user idenfitication, password and/or logon id confidential, under no circumstances are these transferable.


SCHEDULE 2
THE SERVICES
UNIPART CAR CARE PROGRAMME
- Access to a nationally recognised brand and nationwide garage network providing your consumers accessibility to the same quality of service and customer care across
the UK.
- Advertising and promotions to increase the visibility of your garage to consumers.
- Website listing where consumers can find your garage and book work with you.
- Access to nationally negotiated agreement with suppliers for a broad range of support products and services.
- The Membership fees are as quoted on the Unipart Car Care Centre Application Form. There is a Commission payable by you to Unipart Autoparts for all work
referred to your Garage through the website.
UNIPART KiS ONLINE
- Online parts identification for garage servicing and repair work.
- Online garage management system to support all aspects of your Garage business, customer appointments, quotes, servicing schedules, parts ordering and invoicing.
- The Package/Module Charges are as quoted on the KiS Order Form.
- Introductory training if required, as determined by Unipart Autoparts.
UNIPARTNER MOBILE APP
- Smartphone App which links the Garage directly to your consumers. Provides reminders to consumers for MOT and tax renewals, for any vehicle a consumer adds to
the App, supports directed marketing to your customers.
- Promotional material for your Garage to encourage your consumers to download the App.
- App set up advice and technical support.
- View all linked consumers and their vehicles, including their MOT dates to support capacity planning.
- Bespoke text message service to your Garage linked consumers (set number of messages a month in package, subject to relevant consumer consent)
- The Unipart Car Care Centre Membership Fee are as quoted on the Unipart Car Care Centre Order Form. There is a Commission payable by you to Unipart Autoparts
for all work direction bookings through the Mobile App.


SCHEDULE 3
SEPARATE DPA PERTINENT TO WHICH OF THE ABOVE IS SELECTED


SCHEDULE 4
APPLICATION FORM and ORDER FORM


SCHEDULE 5
Variant agreement (relevant to UNIPARTNER APP participants)
Version 1.4.3 30 October 2018
Schedule 5


1 UNIPART GROUP T/A UNIPART AUTOPARTS Agreement Terms
1.1 These terms govern all invitations to treat, offers, quotations, orders, acknowledgements of orders and contracts for the lease/license to use service/software
between Unipart Group T/A Unipart Autoparts (“the Company”) and any licensee of the service/software (“the Garage”) to the exclusion of any other terms. They can
only be varied with the written consent of a Director of the Company.
1.2 “service/software” shall be taken to mean use of the smartphone application “Unipart My Garage App” and it’s “Administration Portal”, and “contract” means any
contract between the Company and the Garage for the lease/license to use this service/ software.
1.3 The clause headings do not form part of the contract.


2 Delivery and Specifications
2.1 Following the date specified on the front page of the contract (“date of Instruction”), the Company shall proceed in the uploading of the relevant company to the
Application Software in accordance with the specifications agreed with the Garage in that contract and shall thereafter deliver the same (along with other
service/software specified in the contract) to the Garage.
2.2 Time shall not be of the essence with regard to delivery of the service/software and any dates quoted are an estimate only. The Company may make partial
deliveries.
2.3 All illustrations and specifications relating to the service/software are approximate only and the Company reserves the right to make such alternations as it thinks fit.


3 Cancellation by the Garage
3.1 The Garage may terminate the contract at any time by giving the Company not less than 30 days written notice in accordance with clause 5.2, and paying the sum
calculated in accordance with clause 4.
3.2 Should the Garage terminate the contract, the Garage is obliged to return the goodwill of the company and must not engage in any unfounded slanderous manner as a
result of the product not suiting the Garage, that in turn would bring the Company into disrepute. The same shall apply if the contract is terminated for any reason
under clauses 16.1 – 16.2.4.


4 Termination Payment
If the Garage gives notice of termination of contract as described in clause 3, the Garage shall immediately pay to the Company an amount equal to any arrears or other
payments outstanding of future earnings, which shall be the total sum which for such termination, would have been payable during the remainder of the fixed period of
that contract.


5 Length of Contract
5.1 The term of a contract shall commence on the date of instruction and shall continue until the end of the minimum term scheduled on the front page of the contract.
5.2 Unless that contract is terminated by the Garage giving to the Company not less than 30 days’ written notice of such intended termination, expiring at the end of such
initial minimum terms, that contract shall continue after the expiration of the initial minimum term for an additional period of time equivalent to the initial minimum
term (extended term), and unless that contract is terminated by the Garage giving to the Company not less than 30 days’ written notice of such intended termination
expiring at the end of that extended term that contract shall continue after the expiration of the extended terms for an additional period of time equivalent to the length
of the extended term, and so on and so forth.
6 Prices
The Company reserves the right to vary the price by any reasonable amount attributable to any changes in the costs of the Company of purchasing or producing or
upgrading the service/software or any materials incorporated in them, or procuring necessary services, or to fluctuations in currency exchange rates between the date
of the contract and the date of delivery of the service/software specified in that contract.


7 Charges
7.1 The monthly payments specified in the Contract shall be invoiced one month after the Date of Instruction (as indicated on this Agreement).
7.2 The set-up fee shall be payable immediately upon agreement of the service/software.
7.3 If the monthly payment is cancelled by the customer without written notice and agreement of the Company, then the Company reserve the right to charge the full
balance due under the contract to the end of the term. The full balance will be payable 7 days from invoice date.
7.4 Interest will be charged on overdue accounts at the rate of 10% per annum above the base rate of Santander Plc. Interest remains payable after judgement.
Version 1.4.3 30 October 2018
7.5 All payments to be made under this agreement shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on
account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save
as required by law. If a party to this agreement is compelled to make any such deduction, it will pay to the receiving party such additional amounts as are necessary to
ensure receipt by the receiving party of the full amount which that party would have received but for the deduction.
7.6 The Garage must pay monthly in advance by Direct Debit.


8 Force Majeure
The Company shall not be liable for complete or partial non-performance of its obligations under the contract due to causes beyond the reasonable control of the
Company or of the Company’s suppliers, or due to labour disputes, or unavailability of necessary personnel or software issues beyond reasonable control or issues
beholden to Apple/Google California.


9 Claims
9.1 The Company shall not be liable for any claim in respect of software alleged to be defective unless made in writing to the Company within 14 days of delivery.
9.2 The Garage shall be deemed to have accepted the service/software 14 days after delivery to the Garage and no service/ software delivered to the Garage which are in
accordance with the relative contract will be accepted for return without the prior approval of the Company in writing on terms to be determined at the absolute
discretion of the Company.
9.3 If the Garage finds a defect in the service/software the Company must be made aware within 14 days and will be under no time limit or restriction to rectify
service/software.
9.4 Should the Company agree that any service/software is defective then the Company has the option at its sole discretion, to repair or rectify the service, to refund a
reasonable proportion of the payments made under the relative contract, to pay over any insurance proceeds; or to assign to the Garage any rights which the Company
has against any third-party manufacturer.
10 Warranty and Representations
10.1 Subject to clause 11 the service/software supplied by the Company to the Garage shall be subject only to the statutorily prescribed conditions of quality.
10.2 The Garage confirms that it relies only on the Company’s written warranties and representations and not verbal ones. The Garage warrants that it has disclosed to
the Company all matters which may affect the fitness to their service/software supplied.


11 Exclusion of Liability
11.1 The warranty contained in clause 10.1 does not extend to any service/software not manufactured or produced by the Company and such service/software shall
carry only the warranty (if any) of their maker (if transferrable).
11.2 The Company’s aggregate liability in tort and/or for breach of contract and/or for misrepresentation and/or for breach of statutory duty in connection with the
service/software shall not exceed the sum paid to (and to be kept by) the Company for the service/software in relation to which such liability may have arisen.
11.3 The parties have freely negotiated the contract including the payments due under the contract in the knowledge that the liability of the Company is to be limited.
A higher price would have been payable for such limitation.

12 Service and Data Management
12.1 Availability of the Site and the Service
12.1.1 The Company try to ensure that the Site and the Service are available at all times. However, there may be occasions where the Company are forced to withdraw
the Site or Service for periods of time. While the Company shall endeavour to limit any such period, the Company will not be liable for any loss suffered resulting from
the Site or Service being unavailable.
12.2 Suspending and varying the Site and the Service
12.2.1 Sometimes the Company will update the Service/ Software in an effort to ensure the most up to date and efficient Service. This may involve varying the technical
specifications set out on the Site or otherwise communicated to the Garage. This may involve suspending access to the Service/ Software for a period and the Company
hereby reserve the right to suspend access to the Service/ Software for such reasons and in addition to this for operational reasons such as repairs, maintenance,
upgrading the functionality of the Service/ Software or for the introduction of new Services. The Company shall endeavour to limit the frequency and duration of these
disruptions.
12.3 Where the Company store your personal data
12.3.1 The data that the Company collects from the Garage may be transferred to, and stored at, a destination outside the European Economic Area (EEA). It may also be
processed by staff operating outside the EEA who work for the Company or a supplier to the Company. Such staff maybe engaged in, among other things, the fulfilment of
the Garage order, the processing of the Garage payment details and the provision of support services. By submitting personal data, the Garage agrees to this transfer,
storage or processing. The company will take all steps reasonably necessary to ensure that Garage data is treated securely and in accordance with our Privacy Policy.
Version 1.4.3 30 October 2018
12.3.2 All information provided by the Garage to the Company is stored on secure servers. Where the Company has given the Garage (or where the Garage has chosen) a
password which enables the Garage to access certain parts of the Company Site, the Garage is responsible for keeping this password confidential. We ask the Garage not
to share a password with anyone.
12.3.3 Unfortunately, the transmission of information via the internet is not completely secure. Although the Company will do its best to protect Garage personal data,
the Company cannot guarantee the security of said data transmitted to the Site; any transmission is at the Garage’s risk. Once the Company has received Garage
information, the Company will use strict procedures and security features to try to prevent unauthorised access.
12.3.4 The Garage data records will not be shared with any other Garage registered to our platform. The Garage customers however, reserve the right to move their
accounts to other garages that utilise our services.


13 Intellectual Property Rights
All intellectual property rights in the service/software or in any document, invention or information made or compiled in connection with the service/software shall be
vested in the Company. The Garage shall have licence to use (but not copy) the service/software as necessary – the license is granted on the following conditions:
13.1 The licence shall not be assigned or transferred to third party.
13.2 The licence period shall be equivalent to the term of and any renewal fee shall be determined by the relative contract.
13.3 The Garage shall use the service/software only insofar as all sums due and payable under the relative contract have been made.
13.4 The Garage shall only use the service/software on the premised stated on the contract.
13.5 The Garage shall not copy the service/software (including the production or any recording of the production).
13.6 The service/software shall not be sued for any purpose other than for their intended use.
13.7 The Garage shall notify the Company of any infringement of the Company’s intellectual property rights which come to its attention.
13.8 The Garage shall indemnify the Company against any infringements of any rights caused by the supply by the Garage to the Company of any music, plans, drawing
reports, designs or other copyrighted material for use by the Company in its production of the service/software.


14 Indemnity and Insurance by the Garage
The Garage shall insure fully against and shall indemnify the Company against all expenses and liabilities connected with:
14.1 any defect with service/software unless such liability is caused solely by the Company’s negligent act or omission in the design or manufacture of the
service/software (in which case clause 11 applies);
14.2 any infringements of any intellectual property rights of any third party caused by the production, supply, use or sale of service/software or the use of any
trademark;
14.3 any negligent or wilful act or omission of the Garage in connection with the use or supply of the service/software, or;
14.4 any liability or loss arising from or connected with any specification supplied by the Garage for the manufacture or creation of service/software by the Company.


15 Termination by the Company
15.1 the Garage;
15.1.1 fails to make payments for service/software in accordance with any contract;
15.1.2 ceases, or threatens to cease, to carry on business;
15.1.3 offers to make arrangements with its creditors or commits an act of bankruptcy;
15.1.4 is unable to pay its debts as they fall due; or;
15.1.5 suffers any analogous proceedings under foreign law; or;
15.2 if any
15.2.1 distress or execution shall be levied upon the Garages service/software;
15.2.2 petition in bankruptcy is presented against the Garage;
Version 1.4.3 30 October 2018
15.2.3 resolution or petition to wind up the Garage being a limited Company (other than for the purpose of amalgamation or reconstruction without insolvency) is
passed or presented; or
15.2.4 a receiver, administrator, administrative receiver or manager is appointed over the whole or any part of the Garage’s business or assets; then the Company may
(without prejudice to its other rights) forthwith terminate the relative contract or any part of it (in which case the Garage shall forthwith pay to the Company
compensation for the loss of future earnings, which shall be the total which, but for such termination, would have been payable during the remainder of the fixed period
of the relative contract), and/or withhold delivery of service/software, and/or enter on to the Garages premises to repossess the service/software (in the event Garage
fails to comply with its obligations in clause 13.1).


16 Rectification
If any of these terms or any part of any of these terms is unenforceable or void at law, it shall not affect the remainder of such term of any such term or otherwise affect
the relative contract and shall be replaced by such valid term as is near as may give effect to the original term.


17 Jurisdiction
The contract shall be governed by the laws of England and disputes arising from it shall be subject to the English courts.