Seven Asset Terms & Conditions

1.0 The Agreement
1.1 This agreement consists of the Specification Form and these Terms and Conditions (Agreement).
1.2 All references to Us, We and Our in this Agreement mean the Lessor and all references to You and Your mean the Lessee (both as set out in the Specification Form).
1.3 This Agreement sets out the general terms upon which We shall hire the vehicles as set out in the Specification Form (Vehicles) to You.
1.4 This Agreement contains all the terms agreed between the parties except such variations as shall be agreed in writing between Us and You.

2.0 The Vehicles and the Hire Period
2.1 The Vehicles shall include all replacements, items fitted to the Vehicles, replacement parts, logbooks, handbooks, manuals and service records.
2.2 The Agreement will start on the Agreement Date set out in the Specification Form and the hiring shall continue for the Hire Period set out in the Specification Form (Hire Period) or until termination under the terms of this Agreement, if earlier.
2.3 Provided that You are not in default in the payment of any sum payable under this Agreement or in breach of any of the provisions of the Agreement, You shall be entitled to enjoy quiet possession of the Vehicles for the Hire Period.
2.4 We will provide the Vehicles covered within the scope of this contract agreement in a timely manner given the various build stages required to complete them to the specification agreed. For the avoidance of doubt, any delay, reasonably beyond our control, will not give cause to terminate this Agreement. We will endeavour to provide regular updates as to the latest projected completion dates during this period.
2.5 It is the Lessee’s responsibility to inform the Lessor of the requirement to travel into London so the Lessor can ensure the vehicles provided are compliant with DVS. Failure to inform the Lessor of this requirement, all fines will be passed to the Lessee. Please visit TFL website for current charges to travel into London.

3.0 Rentals
3.1 The rental payments due under this Agreement (Rentals) shall be as set out in the Specification Form and shall, if indicated in the Specification Form, include the maintenance charges (Maintenance Charges) in respect of maintenance services provided by Us in accordance with schedule 2 (Maintenance). All Rentals and other sums due from You to Us under the Agreement shall be paid by the relevant due date (Due Date). All Rentals are due 1st monthly, a month in advance. Punctual payment by You of all Rentals and other sums due under the Agreement is a vital condition of the Agreement.
3.2 The Rentals payable by You are calculated on the basis that We have assumed a specific residual value interest in the Vehicles (Residual Value). We calculate the Residual Value at the outset of the Agreement. In the event of a Total Loss (as defined in clause 7.1) or non-return of the Vehicles, You will be liable to pay the full Residual Value to Us upon demand.
3.3 All Rentals (excluding the Maintenance Charges, where not included in the Rentals in the Specification Form) and other sums due under the Agreement from You to Us shall be made in full by Direct Debit without demand, withholding, deduction, set-off or counterclaim (other than any deduction or withholding of tax as required by law). There shall not be any rebate or deferral of any payment during any period in which the Vehicles are not working, not in Your possession, unserviceable or are unavailable for use for any reason. The payment of sums due under the Agreement shall not be affected in any way by the loss, damage, theft, Total Loss (as defined in clause 7.1) of or any defect in the Vehicles.
3.4 All Rentals and any other sums due under the Agreement are exclusive of value added tax (VAT) and any other applicable taxes and duties or similar charges which shall be payable by the You at the rate and in the manner from time to time prescribed by law.
3.5 Without limiting Our remedies available under clause 8.0, You shall pay interest on all overdue sums under the Agreement calculated on a daily basis and compounded at the same frequency as Your Rentals (as set out in the Specification Form) from the Due Date until payment (both before and after judgment) at the rate of 5% per annum over Bank of Scotland Base Rate from time to time, but at 5% per annum for any period when the base rate is below zero. On each occasion that a payment by You is refused or otherwise returned, You shall pay Us such sum as We shall notify You of in writing to reflect Our associated administration costs as well as paying the refused or otherwise returned sum.

4.0 Taxation
4.1 You shall not claim or attempt to claim capital allowances in respect of the Vehicles.
4.2 The Rentals (excluding the Maintenance Charges) and the amounts payable under clauses 7.0 and 9.0 are calculated assuming that:
(a) the rate of corporation tax in the United Kingdom for companies is the rate in force on the Agreement Date and that it shall remain at that rate throughout the Hire Period;
(b) the law and practice in the United Kingdom relating to taxation of companies and groups of companies as it affects the transaction recorded in the Agreement remains throughout the Hire Period the same as at the Agreement Date;
(c) We shall qualify for writing down allowances at the rate in force on the Agreement Date, where section 220 of the Capital Allowances Act 2001 applies, on that part of the whole of the expenditure incurred in the provision of the Vehicles in Our accounting period in which the expenditure is incurred which in accordance with section 220 of the Capital Allowances Act 2001 is proportionate to the part of that accounting period after the expenditure was incurred or, where section 220 of the Capital Allowances Act 2001 does not apply, on the whole of the expenditure incurred in Our accounting period in which the expenditure is incurred and, in either case at the same rate on Our qualifying expenditure in each of Our subsequent accounting periods and any writing down allowances which We assume We shall be entitled to claim will not be withdrawn in whole or in part;
(d) We shall account by the end of the accounting period in which the termination of the Agreement occurs for an amount in respect of the total disposal receipts of the Vehicles which is equal to or greater than the tax written down value of the Vehicles at the beginning of the accounting period in which the termination occurs, provided that this assumption shall not have effect if, at the time of disposal, We are entitled to treat the Vehicles as a short life asset (pursuant to part 2 of chapter 9 to the CAA);
(e) We do not have any qualifying expenditure within the meaning of section 11 of the CAA nor shall We account for any disposal receipts within the meaning of section 55 of the CAA in respect of any plant or machinery other than that relating to the Vehicles; and
(f) all VAT payable in respect of the purchase price of the Vehicles can be recovered by Us in the VAT return quarter in which the tax point arises.
4.3 If at any time or times any of the assumptions set out in clause 4.2 shall not be realised and as a result the aggregate of the Rentals paid and to be paid during the Hire Period would (disregarding this clause) result in Our net rate of return being different from that which We would have received had the assumptions been realised then We may by notice to You adjust the Rentals and when appropriate calculate or recalculate (if previously notified to You) the amounts payable for the Rentals or under clauses 7.0 and 9.0 by the amount which We determine to be necessary to maintain Our net rate of return as if the assumptions had been realised in full (Amount); if no further Rental remains to be paid during the Hire Period, You shall pay Us the Amount by way of lump sum within 14 days of a demand by Us.
4.4 If HM Revenue & Customs (HMRC) disallows or disputes Our claim to any writing down allowance, We shall pay the additional tax claimed by HMRC (Additional Tax) even if We disagree with HMRC’s decision. If HMRC’s decision is subsequently proved to be incorrect or HMRC subsequently agrees to allow Us to claim the affected writing down allowance(s) and the Additional Tax paid by Us is repaid to Us, We shall still be entitled to adjust the Rentals payable in accordance with clause 4.3. We shall not be obliged to appeal against any decision of HMRC in respect of any Additional Tax.
4.5 If We do not purchase the Vehicles but arrange for another party (Head Lessor) to purchase the Vehicles and let the Vehicles on lease to Us so as to enable Us to sub-let the Vehicles to You, clauses 4.2 to 4.4 shall not apply, but instead the Rentals may be adjusted and the amounts payable under clauses 7.0 and 9.0 may be calculated or recalculated if the corresponding payments by Us to the Head Lessor alter so as to maintain Our net rate of return.
4.6 If it is indicated in the Specification Form that, We, the Lessor, will not claim writing down allowances, clause 4.1 shall not apply and clauses 4.2(a) and (c)-(e) inclusive shall not apply for the purposes of clause 4.3.
4.7 Any adjustment or payment required to be made under clauses 4.3 to 4.5 shall be certified in writing by Us and such certification, except in the case of manifest error, shall be final and conclusive.
4.8 In this clause 4.0:
(a) Our net rate of return means the net after tax rate of return on Our investment in the acquisition, leasing and disposal of the Vehicles being determined on the basis that the assumptions set out in clause 4.2 are realised, the aggregate of the Rentals payable during the Hire Period are paid when due and We do not record a pre-tax loss on the transaction recorded by the Agreement and reflecting any Additional Tax and interest thereon repaid to Us by HMRC subsequent to Our paying the same to HMRC;
(b) tax written down value means the expenditure incurred by Us on the acquisition of the Vehicles (exclusive of any recoverable VAT) less the total amount of writing down allowances to which We have been entitled in respect of the Vehicles in the accounting periods ended before the date of termination of the Agreement;
(c) references to Rentals shall be deemed to be references to the rentals set out in the Specification Form or as such rentals may already have been adjusted under the terms of the Agreement;
(d) references to Us shall be deemed to be references to the actual Lessor of the Vehicles; and
(e) CAA means the Capital Allowances Act 2001 as amended, varied or replaced from time to time.

5.0 Hirer’s Obligations
5.1 The Vehicles will at all times remain Our property and You will have no right, title or interest in the Vehicles (save the right to possession and use of the Vehicles subject to the terms and conditions of this Agreement).
5.2 Delivery of the Vehicles shall be made by Us to Your trading address as set out in the Specification Form. We shall use reasonable endeavours to effect delivery by the Delivery Date. Time for delivery is not of the essence in this agreement.
5.3 You shall inspect the Vehicles upon delivery. Unless You notify Us in writing within 24 hours of delivery of the Vehicles of any defect in the Vehicles, it shall be conclusively presumed that the Vehicles are complete and in good order and condition and fit for all purposes for which they are required and in every way satisfactory to You. We will use all reasonable endeavours to rectify any material defects notified to Us provided that:
(a) We are permitted to make a full examination of the alleged defect;
(b) The defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than our authorised representatives;
(c) The defect did not materialise as a result of any information, design or any other assistance supplied or furnished by you or on your behalf; and
(d) The defect is directly attributable to defective material, workmanship or design.
5.4 If You fail to accept delivery of the Vehicles on the pre-arranged delivery date, then, except where such failure is caused by Our failure to comply with Our obligations under this Agreement the Vehicles shall be deemed to have been delivered at 9.00 am on the delivery date and We shall store the Vehicles until delivery takes place, and charge You for all related costs and expenses (including insurance).
5.5 You shall allow Us or Our duly authorised agent or representative upon reasonable notice at any time access to inspect the Vehicles and any manuals or handbooks forming part of or relating to the Vehicles.
5.6 You shall keep the Vehicles in Your control at all times. The Vehicles may be used in any country in the European Union for the purpose of Your business and for periods not exceeding 28 consecutive days, provided that You shall effect and maintain adequate insurance (green card) for such use (which shall include all local requirements) and provision for the repatriation of the Vehicles to the United Kingdom.
5.7 You shall use the Vehicles in a skilful and proper manner and in accordance with any operating instructions issued for them and any statutory requirements and shall ensure that the Vehicles are operated and used by properly skilled and trained personnel. You shall only use the Vehicle for the purposes for which it is designed and You shall not use the Vehicles for rallying, taxi services or other improper or unauthorised purposes unless You have indicated in the Specification Form that this is Your usual business. You shall not use the Vehicles for any unlawful purpose.
5.8 You shall not make any alteration or repair to the Vehicles or remove any component from the Vehicles without clear written permission. When such permission is given, title and property in all such substitutions, replacements, renewals made in or to the Vehicles shall vest in Us immediately upon installation.
5.9 The Company consents to the Cherished Plate being affixed to the Vehicle (with due care and attention) by the Hirer, subject to the Hirer: (i) confirming ownership of the Cherished Plate by producing to the Company a copy of the Certificate of Entitlement (V750); (ii) complying the requirements of DVLA in terms of the registration mark on the Cherished Plate and any related Act of Parliament, legislation or regulations for the time being in force; and (iii) paying all costs (including but not limited to the assignment fee and V317 fee) associated with the transfer of the registration mark and the Cherished Plate onto the Vehicle in the first instance as well as the restoration of the original registration mark and registration plate previously on the Vehicle (if one was originally present and the same is available) or if not another suitable registration mark is obtained and displayed on the Vehicle upon termination of the hiring of the Vehicle under this Agreement however caused or on the expiry of the Period of Hire. The Company confirms that it has no interest in the Cherished Plate and that the Cherished Plate will not form part of the Vehicle on termination of the hiring of the Vehicle under this Agreement however caused or on the expiry of the Period of Hire.
5.10 You shall not sell, offer for sale, assign, mortgage, pledge, charge, underlet, lend or otherwise deal with the Vehicles or any interest in them or the Agreement nor allow the creation of any lien over them which is not discharged within 7 days of it arising provided that this clause 5.9 shall not prevent You from parting with possession of the Vehicles for the purpose of repair.
5.11 You shall comply with all statutory and other obligations of all kinds in relation to the Vehicles and the use of them and at Your own expense add to or install with the Vehicles any safety or other equipment required by any applicable law or regulation to be added or installed and to protect the Vehicles against repossession, distress, execution or seizure (or in Scotland, any form of diligence).
5.12 You shall obtain, effect and keep effective all permissions, licences and permits and pay all rates, rents, taxes and charges which may from time to time be required in connection with Your business, the Vehicles and their use, the premises where the Vehicles are from time to time situated or kept, the Agreement and the purchase, Lessorship, delivery, leasing, possession, operation, import to or export from any country, return or other disposition of the Vehicles and upon the payments, receipts and earnings arising from the Vehicles including interest and penalties (other than corporation tax charged on Our profits or taxable gains).
5.13 You shall, where required by Us, obtain a waiver in a form approved by Us from any landlord or mortgagee of the premises where the Vehicles are from time to time or any holder of security from You acknowledging Our interest in the Vehicles and agreeing to allow Us access to the Vehicles for the purpose of inspection and to sever or remove the Vehicles from the premises and not to repossess, seize or exercise any form of distress or execution (or in Scotland, any form of diligence) against the Vehicles (whether or not any part of the Vehicles shall be affixed to the premises or relevant land).
5.14 You shall use the Vehicles only for the purpose of carrying on Your usual business and, if they cease to be used for such purpose, shall immediately inform Us in writing of this fact.
5.15 You shall use the Vehicles with all due regard to the environment and all domestic and EU legislation.
5.16 You shall comply with the requirements of the Health Act 2006 and associated regulations to ensure that the Vehicles are kept as a smoke-free zone and that smoke-free stickers are displayed in the Vehicles at all times.
5.17 You shall keep us fully informed of all material matters relating to the Vehicles.
5.18 You shall maintain operating and maintenance records of the Vehicles and make copies of such records readily available to Us, together with such additional information as We may reasonably require from time to time.
5.19 You acknowledge that We shall not be responsible for any loss of or damage to the Vehicles arising out of or in connection with any negligence, misuse, mishandling of the Vehicles or otherwise caused by You or Your officers, employees, agents and contractor and the Lessee shall indemnify Us in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Us arising out of, or in connection with any failure by You to comply with the terms of this Agreement.
5.20 You shall provide secure accommodation for and wash and clean each Vehicle and keep it locked and safe when not in use.
5.21 Unless indicated otherwise in the Specification Form, You shall deliver each Vehicle to and collect it from the premises nominated by Us for scheduled servicing, maintenance and mechanical repairs at such intervals and for such time as may be required by Us.
5.22 You shall provide Us with an up to date certified copy of any Operator’s Licence to which you are subject on the date of the Agreement and then afterwards annually, until the expiry of the Agreement.
5.23 You shall provide Us, within 14 days of Your being notified of them, of (i) any changes made to the Operator’s Licence, including but not limited to, its revocation; (ii) any orders for a public inquiry made in relation to the Operator’s Licence; and (iii) the outcome of any public inquiry into the Operator’s Licence.
5.24 You shall pay promptly all bridge tolls, congestion charges, and ferry costs and any fines (fixed or otherwise) or penalties in respect of parking, driving etc.
5.25 You shall ensure that daily checks are carried out on any Vehicle.
5.26 You shall ensure that the Vehicle is not loaded in excess of its permitted Gross Vehicle Weight.
5.27 You shall ensure that permitted speed limits and engine speeds are not exceeded.
5.28 You shall obtain written approval from Us prior to the fitting of any third party telematics equipment.
5.29 You shall not do anything or arrange your affairs in such a way as is intended to change your centre of main interest (as that term is used in Article 3(1) of the Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings).

6.0 Insurance
6.1 The risk of loss, theft, damage or destruction of the Vehicles shall pass to You on date on which the Vehicles are delivered to You until the date the Vehicles are returned to Us or recovered by Us. The Vehicles shall remain at Your sole risk during the Hire Period and any further term during which the Vehicles are in Your possession, custody or control (Risk Period) until such time as the Vehicles are redelivered to Us.
6.2 During the Hire Period and the Risk Period You shall at Your own expense, obtain and maintain the following insurances:
(a) insurance of the Vehicles to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as We may from time to time nominate in writing;
(b) insurance for such amounts as a prudent owner or operator of the Vehicles would insure for, or such amount as We may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Vehicles including but not limited to all liability to third parties for death, personal injury and damage to or loss of property arising directly or indirectly out of the use, possession or operation of the Vehicles and all other risks required to be covered by the Road Traffic Act 1991; and
(c) insurance against such other or further risks relating to the Vehicles as may be required by law, together with such other insurance as We may from time to time consider reasonably necessary and advise to You.
6.3 All insurance policies procured by You shall be endorsed to provide Us with at least twenty Business Days’ prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall on Our request name Us on the policies as a loss payee in relation to any claim relating to the Vehicles. You shall be responsible for paying any deductibles due on any claims under such insurance policies.
6.4 You shall give immediate written notice to Us in the event of any loss, accident or damage to the Vehicles arising out of or in connection with Your possession or use of the Vehicles.
6.5 If You fail to effect or maintain any of the insurances required under this agreement, We shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from You.
6.6 You shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to Us and proof of premium payment to Us to confirm the insurance arrangements.
6.7 You shall hold such policies insofar as they relate to the Vehicles and any monies paid or payable thereunder in trust for Us and You shall remit any such insurance monies received to Us immediately upon receipt of the same.

7.0 Total Loss and damage to the Vehicles
7.1 You shall inform Us in writing immediately upon the confiscation of or any loss of or damage to the Vehicles. If, in Our opinion or that of the insurer, there is a total loss, constructive loss or arranged total loss of the Vehicles (each a Total Loss) You shall pay to Us an amount equal to the sum calculated under clause 9.0 as if We had been entitled to terminate and had terminated the hiring of the Vehicles under clause 8.0 on the date of the occurrence giving rise to the Total Loss.
7.2 The amount payable pursuant to clause 7.1 shall be paid together with interest on it calculated in accordance with clause 3.5 from the date of the occurrence giving rise to the Total Loss until the date of payment.
7.3 Immediately upon the occurrence giving rise to the Total Loss, the hiring of the Vehicles shall terminate but without prejudice to this Agreement which shall continue in full force and effect and to any claims or liabilities then outstanding or arising in the future in connection with this Agreement.
7.4 If loss or damage occurs that does not amount to a Total Loss, You shall apply any insurance monies paid in respect of the loss or damage in making good the loss or damage. If You do not make a claim for such loss or damage under any insurance policy or the insurance does not cover such loss or damage, You shall pay to Us in full any sums required to make good such loss or damage.
7.5 At Our request and at Your expense, You shall assign to Us all Your rights, benefits and claims under any relevant insurance policy.

8.0 Default, breach and termination
8.1 All Your obligations under this Agreement are essential conditions of the Agreement and We shall be entitled to treat any breach of such obligations as a rejection or repudiation of the Agreement which if We accept will allow Us to terminate the Agreement.
8.2 You shall pay any costs, charges and expenses incurred by Us in relation to a breach by You of the Agreement and in respect of Us enforcing any of Our rights under the Agreement plus VAT where appropriate.
8.3 Without prejudice to Our right to arrears of Rentals or other sums due under this Agreement or for damages for breach by You of the Agreement, We may terminate the Agreement and/or the hiring of the Vehicles under the Agreement immediately upon written notice if:
(a) You fail to pay any Rental or other sum due under the Agreement to Us on its due date and if You remain in default 7 days after being notified in writing to make such payment;
(b) You fail to comply with or breach any other material provision of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of twenty days after being notified in writing to do so;
(c) You repeatedly breach any of the terms of this Agreement in such a manner as to reasonably justify the opinion that Your conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
(d) You fail to pay any sum due under or breach the terms of any other agreement in force between You and Us or any member of Our group or any loan, lease, debt or security agreement in force between You and Us;
(e) If You are required by law to hold an operator’s licence in respect of the Vehicles, Your operator’s licence is revoked, suspended, or it expires and is not renewed for any reason whatsoever;
(f) You suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of Your business;
(g) there is a change of control of You or of any holding company of You (within the meaning of section 1124 of the Corporation Tax Act 2010);
(h) any representation or information given by You to Us in connection with the Agreement proves to be materially incorrect or misleading;
(i) You suspend, or threaten to suspend, payment of Your debts or You are unable to pay Your debts as they fall due or You admit inability to pay Your debts or (being a company or limited liability partnership) is deemed unable to pay Your debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(j) You commence negotiations with all or any class of Your creditors with a view to rescheduling any of Your debts, or makes a proposal for or enters into any compromise or arrangement with Your creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of You with one or more other companies or Your solvent reconstruction;
(k) You apply to court for, or obtain, a moratorium under Part A1 of the Insolvency Act 1986;
(l) 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 You (being a company, limited liability partnership or partnership);
(m) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over You (being a company);
(n) the holder of a qualifying floating charge over the assets of You (being a company) has become entitled to appoint or has appointed an administrative receiver;
(o) a person becomes entitled to appoint a receiver over all or any of Your assets or a receiver is appointed over all or any of Your assets;
(p) a creditor or encumbrancer of You attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of Your assets and such attachment or process is not discharged within 14 days;
(q) any event occurs, or proceeding is taken, with respect to You in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.3;
(r) Your financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy;
(s) Any event set out in clause 8.3(i) to 8.3(r) occurs in relation to any guarantor or indemnifier of Your obligation to Us under the Agreement;
(t) any step is taken to levy distress or execution or any distress or execution is levied or threatened to be levied upon Your goods or goods in Your possession (or in Scotland the exercise of a right of hypothec over the Vehicles or any form of diligence is done or threatened by a third party affecting the Vehicles);
(u) You shall do or allow to be done any act or thing that may prejudice or endanger Our property or rights in the Vehicles;
(v) You shall abandon the Vehicles.

8.4 This Agreement shall automatically terminate if a Total Loss occurs in relation to the Vehicles.
8.5 If there is an uncured breach under this Agreement, We may terminate other Agreements between You and Us under a cross-default provision.

9.0 Termination remedies
9.1 Immediately upon termination of the Agreement and/or the hiring of the Vehicles under the Agreement pursuant to clause 8.0, You shall pay to Us:
(a) all arrears of Rentals and other sums due under the Agreement; plus
(b) all Rentals (excluding the Maintenance Charges) that, had the hiring of the Vehicles continued, You had agreed to pay for the Hire Period (less a discount for early payment at the rate We notify to You from the date of termination to the date the Rental was due); plus
(c) in the event of a Total Loss or non-return of the Vehicles, the Residual Value of the Vehicles; plus
(d) damages for any breach of the Agreement and all expenses and costs incurred by Us in enforcing Our rights under the Agreement and retaking possession of and storing the Vehicles and (if necessary) effecting any repairs and undertaking any work necessary to restore the Vehicles to a good condition (fair wear and tear excepted) which is satisfactory to Us .
9.2 The sums payable pursuant to clause 9.1(b) shall be agreed compensation for Our loss and shall be payable in addition to the sums payable pursuant to the other provisions of clause 9.1.
9.3 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
9.4 Termination or expiry of this Agreement 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 agreement which existed at or before the date of termination or expiry.

10.0 Vehicles after termination or expiry
10.1 Return of the Vehicles on Termination
10.1.1 On termination of the hiring of the Vehicle(s) under this Agreement however caused or on the expiry of the Hire Period, You shall return the Vehicle at your own costs and risk, without undue delay, together with any accessories supplied by or on behalf of Us (including any instruction books, registration documents. MOT certificate with a minimum of six (6) months remaining and plating certificates) to such return premise as we shall notify you, in as good condition and running order (fair wear and tear commensurate with its age and mileage excepted) as when it was first hired from Us in accordance with the terms herein. Your obligations under this Agreement shall continue to apply during any period where possession of the Vehicle has not been returned in accordance with Your instructions. We reserve the right to charge a fee if the Vehicle is not returned in accordance with Our instructions and We shall be entitled to enter onto Your premises and retake possession of the Vehicle(s).
10.1.2 If you fail to return any of the instruction books, registration, documents or the current MOT certificate, We reserve the right to charge You a reasonable sum to compensate Us for the cost of replacing the documents or where the documents cannot be replaced the resulting reduction in value of the Vehicle.
10.1.3 In the event of a dispute arising between You and Us as to what amounts to a reasonable sum under clause 10.1.2, the parties agree to refer the dispute to the Freight Transport Association, whose representative’s decision will be final and binding on You and Us. You agree to pay the costs of referring any dispute under clause 10.1.2 to the Freight Transport Association.
10.1.4 In the event of a dispute arising as to the cost of restoring the Vehicle to a condition appropriate to its age, allowing for fair wear and tear, then We shall appoint the Freight Transport Association at Your expense to be the independent expert whose decision will be final and binding on both parties.
10.1.5 After the termination of this Agreement or the hiring of the Vehicle, the Vehicle shall not be in Your possession with Our consent and We shall be entitled to retake possession. For the purposes of retaking possession of the Vehicle We may enter any premises where the Vehicle may be or may be supposed to be and remove the Vehicle.
10.1.6 We shall not be under any liability for any loss or damage sustained in the consequence or by reason of Our actions under clause 10.1.5. In addition to any charges that may be payable pursuant to this Agreement You will pay to Us reasonable repayments for the Vehicle until its return to Us.
10.1.7 Without prejudice to clause 12 You will indemnify Us from and against all and any losses, costs, damages and claims suffered or incurred by Us as a result of any failure by You to comply with Your obligations in accordance with this clause 10.1 including any sums We may have to pay in scope of professional advisor’s fees and court fees.
10.1.8 If You fail to make the Vehicles available for collection on or before the specified date (without prior agreement from Us) then You will pay to Us, as compensation for any delay in compliance with the provisions of clause 10.1(a), a payment for each day that the Vehicles fail to be re-delivered and such payment will be equal to double the last Rentals payable during the Hire Period (on a pro-rata basis to give a daily rental), commencing on the date of failed collection or delivery of the Agreement and payable until the Vehicles have been returned in a condition commensurate with the return conditions set out in schedule 1 (Return Conditions) (Daily Payment Charge).
10.2 Annual Distance/Fridge Hours Allowance
(a) The Annual Distance Allowance for the Vehicles shall be as specified in the Specification Form, the distance travelled being calculated from the date of first registration with the DVLA as the Current Distance (unless otherwise specified in the Specification Form) to the date on which the Vehicles are returned, on a pro rata basis. If any of the Vehicles have exceeded the Annual Distance Allowance (or the pro rata level, if applicable) when returned, You shall immediately pay the excess use charges (plus VAT) at the Excess Distance Charge Rate for every unit of distance by which the Vehicles have exceeded the Annual Distance Allowance and these excess use charges (plus VAT) shall be paid on demand. The distance travelled as calculated by Us is final in the absence of manifest error.
(b) We reserve the right to collect 75% of the exceeded Annual Distance Allowance (at the pro rata level) at any point during the Hire Period. The excess use will be calculated by deducting the pro-rated Annual Distance Allowance from the actual distance travelled using odometer readings and charged at the Excess Distance Charges Rate (plus VAT). These excess use charges (plus VAT) shall be paid on demand. At the end of the Hire Period, the net difference between the final calculated exceeded Annual Distance Allowance and those amounts already collected will be payable on demand. Any amounts owed by Us will be repaid after all Return Conditions have been met.
(c) The Annual Fridge Hours Allowance for the Vehicles shall be as specified in the Specification Form. If any of the Vehicles have exceeded the Annual Fridge Hours Allowance (or the pro rata level, if applicable) when returned, You shall immediately pay the excess use charges (plus VAT) at the Excess Fridge Hours Charge Rate for every hour by which the Vehicles have exceeded the Annual Fridge Hours Allowance and these excess use charges (plus VAT) shall be paid on demand. The units of use as calculated by Us are final in the absence of manifest error.
(d) If at any time during the Agreement the meter fails to function or functions improperly, You must inform Us immediately in writing of that fact specifying the date on which You first became aware of the malfunction and the recorded distance travelled/units of use on such date. An average distance/use shall be computed for any period during which the meter has failed to function or has functioned improperly, based upon the recorded distance/use for the period from the commencement of the Agreement or the anniversary thereof prior to the date on which You became aware of the said malfunction, until the date of repair.
10.3 Inspection
(a) By prior agreement with Us, no less than 14 days and no more than 28 days prior to the expiry of the Agreement or on the date of any earlier termination You will make the Vehicles available for inspection by an engineer appointed by Us at a time and place agreed by Us.
(b) You will be provided with a copy of the engineer’s report and will either:
(i) undertake the necessary remedial work necessary to ensure the Vehicles are compliant with the Return Conditions; or
(ii) pay Us the amount specified in the report as Our compensation for the Vehicles not being compliant with the Return Conditions. If You agree to pay these costs, We will provide You with a VAT invoice, which is payable immediately without further dispute.
(c) If You choose to complete the remedial work in clause 10.3(b)(i), the Vehicles will subsequently be re-inspected at a time and place specified by Us. If We find that the Vehicles remain incompliant with the Return Conditions, the cost stated in clause 10.3(b)(ii) will become payable immediately, less any amount which We may calculate to reflect the extent that any remedial works undertaken by You cause the Vehicles to comply with the Return Conditions to a greater extent than before.
10.4 Dispute resolution
(a) In the event of a dispute relating to the condition, distance travelled and/or fridge hours used on their return (Dispute), the Vehicles shall be examined by a jointly appointed independent engineer, at the request of either party, whose report on the condition and/or mileage of the Vehicles shall be conclusive and binding on both parties. The engineer shall act as an expert and his costs shall be borne by You unless the expert conclusively decides the Dispute in Your favour. If the parties cannot agree the identity of the expert to be appointed within 14 days of the a party requesting such appointment, then either party at its own cost may request the President of the Freight Transport Association for the time being to appoint an appropriate expert. Any such decision by the appointed expert shall be in the absence of manifest error binding on both parties (including as to costs). You will continue to pay to Us the Daily Payment Charge until all the Return Conditions have been met to Our satisfaction, unless the expert conclusively decides the Dispute in Your favour.

11.0 Exclusion of liability
11.1 The restrictions on liability in this clause 11.0 apply to every liability arising under or in connection with this Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.2 Nothing in this Agreement limits any liability which cannot legally be limited including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 7 of the Supply of Goods and Services Act;
(d) any matter in respect of which it would be unlawful for the parties to exclude or restrict liability.
11.3 Subject to clause 11.2, Our total liability to You shall not exceed the higher of £500,000 and the annual amount payable under this Agreement.
11.4 Subject to clause 11.2, We shall not be liable under this agreement for any:
(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 or damage to goodwill; and
(g) indirect or consequential loss.
11.5 Subject to clause 11.2, all implied terms and conditions as to the quality or performance of the Vehicles and any other goods or services provided under this agreement are, to the fullest extent permitted by law, excluded from this agreement.
11.6 For the avoidance of doubt, We shall not be liable to You for any statement, guarantee, warranty, term, condition or representation made by any supplier, dealer, agent, broker or other person through whom this transaction may have been introduced, negotiated or conducted and persons other than those employed by Us have no authority, whether express or implied, to act as Our agent.
11.7 We give no warranties that the Vehicles do not or that Your use of the Vehicles will not infringe any patents, trademarks, registered designs, copyrights or intellectual property rights owned or possessed by any third party and We shall not be liable to You for any loss suffered by You in any way as a result of any infringement.

12.0 Indemnities
12.1 You shall indemnify Us and keep Us indemnified on demand against all losses, charges, damages, legal expenses (on a full indemnity basis), proceedings, judgments and liabilities directly or indirectly incurred by Us in respect of any loss of or damage to the Vehicles or by reason of any loss, injury or damage suffered by any person in connection with the design, manufacture, testing, delivery, possession, hiring, transportation, maintenance, Lessorship, condition, insurance, use, operation, removal, return, sale or disposal of the Vehicles or any defect in the Vehicles or by reason of any breach by You of any of Your obligations under this Agreement or Us enforcing any of Our rights under this Agreement.

13.0 General
13.1 We shall be entitled to assign or transfer this Agreement and Our rights under it without Your consent. Your rights under this Agreement are personal and cannot be assigned or transferred without Our prior written consent.
13.2 Where You comprise more than one person or legal entity, each person/entity shall be jointly and severally liable under the Agreement.
13.3 Upon request You shall provide Us with management accounts within 45 days of the month or quarter end to which they relate, audited accounts within 10 months of the year end to which they relate and other information in relation to Your business and financial position, the use of the Vehicles and the location of the Vehicles as We may reasonably require from time to time.
13.4 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. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.5 The termination or expiry of the Agreement shall not affect any of Our rights and remedies arising under or in relation to the Agreement or any of Your obligations arising on or before termination or expiry.
13.6 If, at any time, any provision or part-provision of the Agreement is or becomes illegal, invalid or unenforceable in any respect, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
13.7 If any provision or part-provision of this Agreement is deemed deleted under clause 13.6 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.
13.8 We shall be entitled to consolidate Your liabilities under the Agreement and any other agreement between Us and You or between You and any member of Our group (other than those regulated by the Consumer Credit Act 1974).
13.9 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.
13.10 Any written notice, email or communication under the Agreement shall be sufficiently served if sent by prepaid post or delivered by hand to the parties address(es) as set out in the Specification Form and, if sent by post, shall be deemed to be received 48 hours after the time of posting and at the date of delivery if delivered by hand. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13.11 You shall promptly inform Us in writing of any change to Your address or the location of the Vehicles.
13.12 The Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement and nothing in the Agreement confers or purports to confer on any third party any benefit or right to enforce any term of the Agreement. Nothing in this clause shall restrict the rights of any assignee of Our rights under the Agreement or any of Our successors.
13.13 Words importing the singular shall include the plural and vice versa and words importing a particular gender shall be taken to refer to masculine, feminine or neuter gender as appropriate. References to We, Us and Our shall include their derivatives and Our successors and assigns and references to You and Your shall include their derivatives and, where approved by Us, Your successors and assigns. You acknowledge that We may be acting on behalf of another, including an undisclosed principal, in respect of the provision of the Vehicles under this Agreement. Any Maintenance provided under this Agreement is provided by Us and not on behalf of another.
13.14 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.
13.15 You acknowledge that in entering into this Agreement You 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 this Agreement. You agree that You shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
13.16 Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 13.17.
13.17 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with clauses 13.16 to 13.18; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.18 Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
13.19 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
13.20 If We use a Finance House to fund Vehicles for the Lessee We may act as an agent for the Finance House. Other than this, each party confirms it is acting on its own behalf and not for the benefit of any other person.
13.21 References to any statute, statutory instrument, regulation or order shall be deemed to be a reference to that statute, statutory instrument, regulation or order as amended, varied or replaced from time to time.
13.22 The term ‘Vehicles’ shall be deemed to include trailers.
13.23 All monetary transactions made in relation to this Agreement, including Rentals, must be made in pounds sterling.
13.24 This 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 and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
13.25 The Lessee acknowledges that the Finance Houses used by the Lessor to fund the Goods have certain rights under this Agreement, even though are not signatories of the same. These rights include:
(a) The right to visit or enter the Lessee’s place/s of business to ascertain the whereabouts of any Goods funded by them.
(b) The right to uplift the Goods if the Lessee is in payment arrears to the Lessor or if the Lessor is in any breach (or howsoever described) under any Agreement between the Lessor and the Finance House.
(c) In the event that the Lessor enters administration, receivership or liquidation and has not paid the Finance house for the Goods, the Finance House has the absolute and immediate right to enter the Lessee’s premises or those of the Lessee’s customers to identify the whereabouts and uplift the Goods.
(d) Alternatively, the Finance House may, at its complete discretion and without prejudice to their rights agree to enter into a direct relationship with the Lessee to continue leasing the Goods until the end of the Contract period under this Agreement.
(e) Subject to the Finance House’s Agreement, if the Lessor goes into administration, liquidation or receivership the Lessee shall be entitled to make Rental payments to the Finance House directly so as to avoid termination of the Contract Period of the Agreement; such payments must be made without set off, deduction or counterclaim.

14.0 Data protection
14.1 We will process all personal data You provide to Us in accordance with all applicable data protection legislation and in accordance with our privacy policy, a copy of which can be found on our website at the following address: https://sevengroup.co.uk/privacy-policy/.

15.0 Force Majeure
15.1 Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:
(a) acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic or pandemic;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
(f) collapse of buildings, fire, explosion or accident;
(g) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);
(h) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
(i) interruption or failure of utility service.
15.2 Provided it has complied with clause 15.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
15.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
15.4 The Affected Party shall:
(a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than two days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
15.5 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 13 weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving 13 weeks’ written notice to the Affected Party.
15.6 Nothing in this clause 15 shall remove or delay Your requirement to pay Rentals pursuant to This Agreement.

Schedule 1
Return Conditions

1.1 The return condition of the Vehicles will be administered under the general industry terms of fair, wear and tear. The following items are issued for general guidance purposes. A copy of the full conditions can be supplied upon request.
1.2 The Vehicles must be in good working condition with all damage repairs properly completed to recognised industry standards. Any necessary parts fitted must be equivalent to the manufacturer’s original specifications.
1.3 The parts and lubricants used must be as recommended by the manufacturer and otherwise maintained in accordance with good working practice applicable from time to time.
1.4 The Vehicles must comply with all legal and safety requirements (including the Health and Safety at Work etc. Act 1974) and be fit for use on the roads in Great Britain. VOSA legislative requirements must be attainable at all times.
1.5 You shall also ensure the Vehicles are returned in the same working order as when originally commissioned into use save only fair and normal wear and tear. For avoidance of doubt the following shall be the minimum accepted condition of the parts and systems detailed below.
(a) Lighting: All obligatory and work lights must be complete and in full operating order. All obligatory lights must comply with the Road Traffic Act 1988, Road Traffic Act 1991 and Road Vehicle Lighting Regulations 1989 and any other Act, regulation, statutory instrument or legal requirement whatsoever.
(b) Chassis: Must be free from cracks, distortion, fatigue and excessive corrosion. Repairs to the chassis frame must only have been carried out by the manufacturer or manufacturer’s designated agent. All wings, mudguards, spray suppression, attachments, side guards, under run bars and number plates must be free from damage and conform to VOSA legislative requirements.
(c) Cab and Interior: The exterior panels must be free from damage, gouges, dents and excessive paint loss or discolouration. Doors, windows and access panel operating mechanisms must function correctly. The interior must be valeted, free from offensive smells, smoke discolouration and damage. Upholstery must be well maintained and free from stains, burns and tears. All instruments, gauges and radio equipment must be functioning in accordance with the manufacturer’s original specification and be free from damage. Air conditioning systems must operate effectively and efficiently. Additional accessories (e.g. night heaters) must operate effectively and efficiently.
(d) Spare wheel: The spare wheel (if fitted) must be housed correctly.
(e) Glass: Glass and windows must be free from breakage, cracks, scratches and discolouration. Electrically or manually operated windows, mirrors or sunroofs must all function correctly. Lenses and glasses must be present, undamaged, correctly fixed and fully functioning.
(f) Bodywork: The bodywork, framework and panels must be free from damage and in a condition commensurate with fair wear and tear. The bodywork must be free from mechanical, structural or corrosion defects. Assessment of fair wear and tear shall be at Our discretion.
(g) Platform and dropside: Floors must be firm, free from excessive impact or water damage and unholed. Dropsides must be in good condition and in working order commensurate with fair wear and tear.
(h) Curtainsider, box, tilt and insulated bodies: Roofs, bulkheads and panels must be free from damage, gouges, dents and excessive paint loss or discolouration and must be weatherproof, both externally and internally. Curtains and tilt covers must be free from tears. Any patches must only be fitted to the inner surface and must not exceed 5% of the surface area. Doors or roller shutters must work efficiently. The interior must be cleaned or washed and be free from offensive smells. All buckles and straps, ratchets, poles and door furniture or body attachments must be complete and operational. Ancillary equipment and tail lifts must be in good working order and functioning properly. Where legislation demands that the Vehicles or ancillary equipment must be certificated (e.g. ATP, TIR, LOLER) then it must be current at all times.
(i) Refrigeration: Refrigeration equipment or units must operate effectively and efficiently, must meet the manufacturer’s specified temperature specifications and parameters and must have been maintained in accordance with the manufacturer’s specified requirements. Replacement parts must be equivalent to the manufacturer’s original equipment specifications. Temperature recording devices and equipment must be fully operational, free from damage, corrosion and contamination. Where legislation demands that the Vehicles or equipment must be certified, then it must be current at all times.
(j) Tippers: Floors must be firm, free from excessive impact damage, unholed and in a condition commensurate with fair wear and tear. Dropsides and rear hinged panels must be in good condition and in working order. Tipping gear, rams, PTO hydraulic systems and controls must be free from damage, leakage and functioning effectively and efficiently.
(k) Accessories: All accessories included or supplied with the Vehicles at the commencement of hire, such as suzies, additional fuel tanks, towing pins, drawbar attachments, air management equipment, tipping gear, cab tilt bars, cranes, tail lifts, fire extinguishers or ancillary equipment, must be returned with the Vehicles in good working order and with valid legislative certificates where required.

Schedule 2
Maintenance
 
1.0
Maintenance
 
1.1
The Lessor shall:
 
1.1.1
arrange such repairs and supply such replacement parts and tyres as shall be necessary as a result of Fair Wear and Tear of the Vehicle in order to maintain it in good mechanical condition and running order. The Lessor’s engineer or representative shall be the sole arbiter as to whether the need for repairs or supply of replacement parts or tyres has arisen from Fair Wear and Tear or as a result of any action or omission by the Lessee or the Lessee’s servants or agents.  Should a dispute arise, the Lessee may at its expense seek arbitration with the Freight Transport Association and the conclusions will, in the absence of manifest error, be binding on both parties. Should the Vehicle be found to be beyond economical repair we shall discuss with you either termination and or disposal of the vehicle on your behalf.
 
1.1.2
prepare and present the Vehicle for plating, annual testing and tachograph calibration and such other tests required by statute from time to time;

1.1.3
pay all taxes and excise duty in respect of the Vehicle;

1.1.4
arrange for the maintenance and servicing of the Vehicle, such maintenance to be carried out in accordance with Manufacturer’s guidelines and instructions.
 
1.1.5
process any fines arising through the Lessee’s ongoing lease of the vehicle and arrange payment of such fines where applicable with all incurred costs being duly recharged with the Lessor’s administration fee as applied from time to time.

1.2
The Lessee shall at their own expense:
 
1.2.1
ensure daily that all lubricants, fluids and coolants are kept to the Manufacturer’s specified levels and that all tyre pressures are maintained in accordance with the manufacturer’s recommendations;
 
1.2.2
ensure that its drivers and any other users of the Vehicle are instructed to immediately cease use of the Vehicle (as soon as it is safe to do so) immediately upon any warning light of the Vehicle activating. The Lessee will immediately inform the Lessor by telephone of the warning light activation and shall ensure that further use of the Vehicle is prohibited until investigation and repair work (if required) is carried out. For the avoidance of doubt this shall include any service light indicators, where they are fitted, that illuminate which must be then notified to the Lessor as soon as they appear
 
1.2.3
Immediately inform the Lessor in writing as soon as any mechanical defect in accident damage or breakdown of the Vehicle shall occur;
 
1.2.4
in the event of such defect, damage or breakdown not undertake any repairs or adjustments to or otherwise interfere with the Vehicle or permit such repairs or interference by any third party without the Lessor’s express prior written consent;
 
1.2.5
ensure that the Vehicle is made available to the Lessor or its agents to enable them to comply with the Lessor’s obligations hereunder upon such dates as shall be agreed between the parties and in default of Agreement within 3 days of request by the Lessor.   
 
Items covered within the scope of Maintenance in accordance with Seven’s fair wear and tear policy
– All pre planning of vehicle servicing and inspections in accordance with any manufacturers and or DVSA undertakings
– Pre planning of any MOT’s required during the life of the lease
– Warranty claims management
– Breakdown repairs and recoveries (fair wear and tear items), in the UK and Republic of Ireland only
– Tyre management unless specifically excluded from the service provision (see below for element not covered) 
– Routine maintenance of any ancillary equipment being supplied unless specifically excluded
– A replacement vehicle for any period of more than 24 ‘business’ hours in a VOR condition where wholly due to fair wear and tear conditions only and where the vehicle is still under manufacturer’s warranty period. Replacement vehicles required outside of the manufacturers warranty period are at the lessor’s discretion.
– Provision of vehicle legislative documents for the purpose of operating the vehicles
– Provision of servicing and certification documentation
– End of contract inspection
 
Items not covered within the maintenance provision but managed by Seven
– Any recoveries/ repairs of non-fair wear and tear items for which a recharge will be made
– Glass replacement or repairs necessary
– Tyre punctures and tyre damage items
– Accident damaged vehicle recovery which will be subject to recharge
– Any independent inspection charges
– Fines and other charges raised against the vehicle for the duration of the lease.
– Breakdown repairs and recoveries (fair wear and tear items), outside of the UK and Republic of Ireland