Service Agreement for Business Users
This Agreement is made between you and the service provider (“Service Provider”, “we”, “us” and “our”) named in your Order for the Services (“Order”). You hereby confirm and agree with us that we shall handle the purchase, resale and/or recycling of your car (“Services”) subject to these terms and conditions (“Service Agreement”) following your acceptance of the quote given by CarTakeBack.com Limited on our behalf (“Quote”).
Our agent, CarTakeBack.com Limited, is not a party to the Service Agreement and is not liable for any breach of it by either you or us.
1. These terms
1.1. These are the terms and conditions on which we supply the Services to you. By accepting the Quote, you agree to accept these terms and conditions.
1.2. We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and we shall notify you in any such event.
1.3. We are the Service Provider. You can contact us by telephoning or by writing to us using the contact details set out in the Quote and the Order.
1.4. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to CarTakeBack.com Limited. When we use the words "writing" or "written" in these terms, this includes emails.
2. Our contract with you
2.1. Our acceptance of your Order will take place when we email you to accept it, at which point the Service Agreement will come into existence between you and us in accordance with these terms and conditions.
2.2. These terms and conditions apply to the Service Agreement to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.3. If we are unable to accept the Order, we will inform you of this. This might be because of unexpected limits on our resources which we could not reasonably plan for, because a credit reference which has been obtained for you does not meet our minimum requirements or because we have identified an error in the Quote.
3. Other applicable terms
4. Your obligations
4.1.You shall at the time you enter into this Service Agreement and the Services are performed:
(a) ensure that the terms of the Order are complete and accurate;
(b) co-operate with us in all matters relating to the Services;
(c) provide us, our employees, agents, consultants and subcontractors, with access to your premises and other facilities as reasonably required by us for the provision of the Services;
(d) provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
(e) have the legal and beneficial right to dispose of your car and are able to enter into the Service Agreement;
(f) have the right, power and authority and have taken all action necessary to execute and deliver and to exercise your rights and perform your obligations under the Service Agreement;
(g) ensure that your car bears its proper Vehicle Identification Number (VIN) and registration mark, and it does not have a personalised registration that you wish to retain;
(h) ensure that the odometer reading (mileage) of your car is, to the best of your knowledge, accurate and has not been tampered with;
(i) ensure that your car is free of all finance charges, such as a hire purchase or loan agreement;
(j) remove any personal possessions from your car; and
(k) give us a reasonable opportunity to examine your car and confirm that its condition and location are as stated by you at the time you entered into the Service Agreement.
4.2. If our performance of the Services under this Service Agreement is prevented or delayed by any act or omission by you or failure by you to perform your obligations set out in clause 4.1:
(a) we shall without limiting our other rights or remedies have the right to suspend performance of the Services until you remedy your default, and to rely on your default to relieve us from the performance of any of our obligations to the extent that your default prevents or delays our performance of any of our obligations;
(b) we may terminate the Service Agreement with immediate effect by giving written notice to you;
(c) we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 4.2; and
(d) you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from your default.
5.1. The Services may include one of the following options:
(a) the purchase of your car by us for an agreed amount (“Car Purchase”); or
(b) occasionally, where the costs of disposing your car are greater than the value of your car, there may not be a payment in which case there may instead be a charge payable by you for us to dispose of your car (“Disposal”). This option may include the offer of having your car collected by us (or alternatively you may have chosen to drop your car off) which you will have selected when you accepted the Quote.
5.2. The decision as to whether your car is to be recycled or kept on the road is at our sole discretion.
5.3. We shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
5.4. We warrant to you that the Services will be provided using reasonable care and skill.
5.5. If you do not allow us access to your property to collect your car and perform the Services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the contract and clause 13 will apply.
5.6. We may need certain information from you so that we can supply the Services to you. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 13 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
5.7. We may have to suspend the supply of the Services to:
(a) deal with technical problems or make minor technical changes for example to address a payment method;
(b) update the Services to reflect changes in relevant laws and regulatory requirements;
(c) make changes to the Services as requested by you or notified by us to you.
5.8. We will contact you in advance to tell you we will be suspending supply of the Services, unless the problem is urgent or an emergency. You may contact us to end the contract for the Services if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 7 days and in respect of a Disposal, we will refund any sums you have paid in advance for the Services in respect of the period after you end the contract.
5.9. In respect of a Disposal, if you do not pay us for the Services when you are supposed to (see clause 7.4) and you still do not make payment within 14 days of us reminding you that payment is due, we may suspend supply of the Services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Services. We will not suspend the Services where you dispute the unpaid invoice. We will not charge you for the Services during the period for which they are suspended. As well as suspending the Services we can also charge you interest on your overdue payments (see clause 7.5).
6.1. You acknowledge and agree that the Quote is based on the Quote Assumptions (or where applicable, details relating to you having told us that the Quote Assumptions are not correct) and your responses to our questions, as detailed in the Website Terms, and that it is your responsibility to ensure the information that you provide to us is correct and accurate.
6.2. You acknowledge and agree that any inaccuracies or missing information may result in the Quote being withdrawn.
6.3. We may contact you using the contact details you have provided, to verify or request additional information about your car and its condition.
6.4. You acknowledge and agree that we may undertake checks using the information you have provided.
6.5. We may carry out an inspection of your car to verify that it meets the description and condition that you specified. In some circumstances, we may need to take a test drive of your car with you.
6.6. If, at any point, we become aware of anything that affects the details on which the Quote is based, then the Quote will be void. If, at our discretion, we decide to provide a new Quote, you will have a reasonable opportunity to accept it.
7.1. Any payments in relation to this Service Agreement shall be made in pounds sterling (plus VAT if applicable) on the date that your car is delivered or collected (as appropriate), unless we agree with you that any payment is to be made in advance.
7.2. We will confirm the payment method (which may be cash, cheque or electronic funds transfer) with you in advance. In respect of a Disposal, if you pay by cheque and your bank refuses to honour it, then we may charge you for any costs that we incur directly as a result of such refusal (such as bank charges). Please note that in England and Wales section 12 of the Scrap Metal Dealers Act 2013 prohibits the paying of cash for the purchase of cars for scrap metal. In Scotland, the same prohibition is contained in Part 3 (Civic Licensing, Metal Dealers) of the Air Weapon and Licensing Act 2015.
7.3. We will pass on changes in the rate of VAT. If the rate of VAT changes between the date of the Order and the date we supply the Services, we will adjust the rate of VAT that you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect.
7.4. In respect of a Disposal, we will invoice you for the charge of the Services when we have completed them. You must pay each invoice within 14 calendar days after the date of the invoice.
7.5. In respect of a Disposal, we can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Barclays Bank Plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
7.6. In respect of a Disposal, if you think an invoice is wrong please contact us promptly to let us know and we will not charge you interest until we have resolved the issue.
7.7. You shall pay all amounts due under the Service Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting our other rights or remedies, set off any amount owing to you against any amount payable by us to you.
Where you have chosen to drop your car off, no appointment is necessary, however you will need to arrive within our normal business hours, as specified in the Quote and Order.
9.1. In the event that you have asked us to collect your car and provide a Disposal this clause 9 applies.
9.2. We will contact you to confirm its exact location and to agree a convenient collection date and time. We would advise you not to make any plans in respect of the collection, until we have confirmed the collection date with you.
9.3. We shall use all reasonable endeavours to collect your car from you at the agreed date and time. We will not be liable if we fail to do so in part or in full due to circumstances beyond our control.
9.4. You shall ensure that your car is available to be collected at the agreed time of collection and that you are present.
9.5. For the avoidance of doubt, this clause 9 does not apply to a Car Purchase. Any collection arrangements in respect of a Car Purchase are made on a free of charge basis and fall outside the scope of this agreement.
10. Hand over
10.1. Prior to handing over your car, you agree to remove any personal possessions. We do not take any responsibility for returning any personal possessions found in your car. Any items found in your car will be disposed of at our discretion.
10.2. You agree to provide suitable means of identification (if requested by us), of which we may take copies.
10.3. When you hand over your car you agree to provide all of the following in your possession (if requested by us): all relevant keys (including any locking wheel nut or electronic keys and codes); and all relevant documents (such as the registration certificate, service history, MOT certificate and manuals).
If your car is to be recycled (rather than being kept on the road) it will be treated at an authorised treatment facility in accordance with The End-of-Life Vehicles Regulations 2003.
12.1. We will notify you of the appropriate method, provide you with the necessary information and you agree to do all that is necessary, to complete the DVLA filing requirements.
12.2. Where your car is to be kept on the road, it is your responsibility to notify DVLA of the sale/transfer to the motor trade by sending the yellow section 9 (V5C/3) of the V5C registration certificate to DVLA.
12.3. Where your car is to be recycled, you should retain the yellow section 9 (V5C/3) of the V5C registration certificate and we will apply to DVLA for a certificate of destruction. In the event that it is not possible to issue a certificate of destruction, either at all or within DVLA’s advised timescales, we shall use all reasonable endeavours to notify you. In this case, it will be your responsibility to notify DVLA as described in 12.2 above.
13.1. Without limiting its other rights or remedies, either party may terminate the Service Agreement 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 Service Agreement and (if such a breach is remediable) fails to remedy that breach within 14 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 Service Agreement has been placed in jeopardy.
13.2. Without limiting our other rights or remedies, we may terminate the Service Agreement with immediate effect by giving written notice to you if you fail to pay any amount due under the Service Agreement on the due date for payment and remains in default not less than 14 days after being notified to make such payment.
13.3. Without limiting our other rights or remedies, we may suspend provision of the Services under the Service Agreement if you become subject to any of the events listed in clause 13.1(b) to clause 13.1(d) or if we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this Service Agreement on the due date for payment.
14. Consequences of termination
14.1. On termination of the Service Agreement for any reason:
(a) you shall immediately pay us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Service Agreement which existed at or before the date of termination or expiry; and
(c) clauses which expressly or by implication survive termination shall continue in full force and effect.
15.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15.2.
15.2. Each party may disclose the other party's confidential information:
(a) 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 Service Agreement. 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 15; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Service Agreement.
16. Our liability
16.1. Nothing in this Service Agreement shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
16.2. Subject to clause 16.1, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Service Agreement for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of damage to goodwill; and
(g) any indirect or consequential loss.
16.3. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Service Agreement.
16.4. This clause 16 shall survive termination of the Service Agreement.
17. Your liability
17.1. You shall be liable for all loss, damage or injury (whether direct, indirect or consequential) that we (or our employees, agents or representatives) suffer as a result of your negligent failure or delay in the performance of your obligations under this Service Agreement.
17.2. If, as a result of your negligence, we incur any loss or expense as a result of any damage to any of our equipment, then we will seek to recover such losses and expenses from you.
18.1. Force majeure. Neither party shall be in breach of this Service Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Service Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
18.2. Assignment and other dealings.
(a) We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights under the Service Agreement and may subcontract or delegate in any manner any or all of our obligations under the Service Agreement to any third party or agent. We shall provide you with any information that you may reasonably require about the proposed assignee or subcontractor.
(b) You shall not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Service Agreement.
18.3. Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; or
(b) prevent or restrict the further exercise of that or any other right or remedy.
18.4. Severance. If any provision or part-provision of the Service Agreement 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 Service Agreement.
(a) Any notice or other communication given to a party under or in connection with the Service Agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 18.5(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one business day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
18.6. Third parties. No one other than a party to the Service Agreement shall have any right to enforce any of its terms.
18.7. Governing law. The Service Agreement, 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.
18.8. 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 Service Agreement or its subject matter or formation.