Sample Guaranteed Maintenance Agreement

This Autoserve Ltd Guaranteed Maintenance Agreement made between Autoserve Ltd whose office is 2 St Kenelm Court, Steelpark Road, Halesowen, West Midlands, B62 8HD and the “Customer” stated at Section B of the Autoserve Ltd Guaranteed Maintenance Contract and who has signed at Section H.

1. Definitions
   1. “Autoserve” shall mean Autoserve Limited.
   2. “Customer” shall mean the firm, company or individual which is party to this agreement.
   3. “Contract Term” shall mean, the period a vehicle is to be under management by Autoserve, commencing either on the date a vehicle is delivered to the customer or a date advised by the customer and continuing until the end of the term as detailed in the Autoserve Ltd Guaranteed Maintenance Agreement.
   4. “Maintenance Charge” shall mean a fixed monthly charge payable over the contract term and covering certain services as detailed in the AGMA. and is subject to VAT at the prevailing rate.
   5. “Autoserve Ltd Guaranteed Maintenance Agreement” (‘AGMA’) shall mean a vehicle order form completed and signed by the customer for each vehicle, giving the specification of the vehicle and identifying which services are to be provided.
   6. “Vehicle” shall mean a passenger motor vehicle or light commercial vehicle, (including any extras as described).
   7. “Agent” shall mean a retailer of supplies or services that participates in the Autoserve scheme.
   8. “Driver” shall mean a person to whom a customer has provided a Driver Card and who thereby becomes authorised to act as Autoserve agent for the purpose of the scheme.
2. Contract Term
   1. For the purposes of calculating payment the commencement and termination of the Contract Term, the month of delivery of notification for inclusion onto the scheme shall be treated as a whole month. However, if a vehicle is terminated (written off or stolen vehicles only) the Contract Term shall be deemed to have terminated on the last day of the preceding month in which the termination occurred.
   2. It is understood that the contract is for the term started on the front page of this AGMA.
3. Maintenance Charge
   • It is understood that all charges are as per the AGMA front page signed by an authorised person. The fixed monthly charge covers Breakdown Assistance, Routine Servicing, general maintenance as necessary, MOT and replacement of worn tyres, based on EU tyre labelling legislation and replaced when they are at the 2mm or less the legal limit being 1.6mm. Punctures are included within reason but will be repaired where possible and Autoserve’s tyre supplier must be used at all times. Damaged tyres are not included and will be charged back to the customer if our supplier has been used. All items covered are detailed in the SMR detailed report (which is available upon request) to keep the vehicle in a roadworthy condition over the contract period, but not fuel, engine oil or AdBlue top up’s in between scheduled servicing intervals or air conditioning recharge or any item that is not detailed in the SMR detailed report. Glass replacement is subject to Autoserve being in receipt of payment details (Insured /Driver /Company). Wear and tear items such as tyres, brakes, clutches etc. have a normal lifespan, should these be reduced by excessive motoring, the replacement costs will be met by the customer. If it is found that there has been driver abuse of the vehicle detailed in this contract, as deemed by a qualified motor engineer, the customer shall meet all necessary costs as required to rectify any fault. Contracts that fall under the Autoserve ‘BASE’ price will be restricted one set of tyres for contracts between £15 - £20 plus vat per month per contract, between £10 -£15 plus vat per month 2 tyres per contract, under £10 plus vat per month no tyre for the length of the contract and all contracts under £20 Autoserve base will have puncture repairs provided but no replacement tyres in the event of a puncture being unrepairable.
4. Obligations of the Client
   1. Prior to the acceptance by Autoserve, a vehicle must be in a proper roadworthy condition and should comply with all statutory regulations.
   2. Vehicles should not normally exceed 17ft in length, 6ft in width, 8ft in height, or a gross laden weight of 3.0 tonnes.
   3. Courtesy vehicles are not included as standard however in the event of the client or its drivers requesting a courtesy vehicle Autoserve shall make every effort to ensure that vehicle is provided strictly in accordance with the initial written instructions from the client, but this is not a guarantee.
   4. The client warrants that their drivers must have a full current driving licence. Endorsed licences will be considered on an individual basis.
   5. In the event of an accident which has been reported to Autoserve a replacement vehicle (if available) will be provided by one of its agents for the duration of the accident repair and/or a maximum of 3 days relating to written off incidents.
   6. Unless otherwise stated, all replacement / courtesy vehicles must be covered by the clients own insurance, (the client being responsible for notifying their insurers) hence exempting Autoserve from all liability arising from its operation during rental.
   7. The client under its provision of insurance cover, it is responsible for all accident, fire, and theft or incidental damage to that vehicle for the duration of the rental period.
   8. The client shall inform all drivers that they shall complete a claim form and return a copy to Autoserve. The driver will adhere to this request within 48 hours and failure to do so will mean that the client will automatically incur all car hire charges at the normal rate.
   9. The client shall ensure that it gives up the replacement vehicle on completion of the repair or pay the hire charges.
   10. The client shall contact Autoserve to make all bookings and under no circumstances arrange for work to be carried out on the vehicle.
   11. The client shall give or ensure that Autoserve is given the right to have the vehicle in question serviced and repaired by an Autoserve approved repairing agent.
   12. In the event of the client not complying with the previous provision, then the client shall be liable for repair cost plus vat charges outstanding and/or a penalty charge will apply of £25.00 plus vat.
   13. The client shall at all times treat the vehicle in this contract with due care and attention (fluid levels, service intervals, MOT’s etc.) and inform Autoserve should attention be required.
5. Accident Assistance Service Schedule
   1. National accident recovery.
   2. Accident repair facilities on a nationwide basis.
   3. Issuing of motor accident report forms and claim reference numbering (full administrative support).
   4. On-site estimate at driver’s home or work within10-mile radius of the Autoserve agent.
   5. Technical inspectors including estimate vetting (Audited).
   6. Local collection and delivery within a 10-mile radius of the Autoserve agent.
   7. Guaranteed repairs (12 months on all paintwork, permanent guarantee on all structural repairs).
6. Driver Card
   1. Autoserve will issue to the customer a Driver Card for each vehicle.
   2. The customer shall be responsible for all Autoserve Driver Cards issued to it from time to time, shall comply at all times with Autoserve instructions as to their use and shall notify Autoserve in writing of any lost or stolen cards.
7. Car Hire
   1. Autoserve can provide to the customer on short term schemes operated by Autoserve’s appointed agents at rates stipulated in the Autoserve Car Hire Tariff subject to the following terms and conditions:
   1. The Customer hereby undertakes to accept and be bound by all the terms of any short term rental agreement with the hirer to which the Hire Vehicle is subject whether or not such agreement is actually signed by the Driver.
   2. Autoserve assumes no responsibility for any loss or damage which the Customer or any other person or property may sustain arising directly or indirectly out of the use or non-use of any such Hire Vehicle or any defect therein.
8. Invoicing and Payment
   1. The Customer shall be subject to the provision of this agreement and each AGMA, pay Autoserve the Maintenance Charge for the duration of the Contract Term.
   2. No work will be authorised or paid for on a vehicle until Autoserve have received at least the customers first initial payment and that all recurring monthly payments are up to date at the point of each work request.
   3. All sums (including VAT) due to Autoserve from the Customer as shown on the monthly invoice shall be paid by direct debit 14 days following the date of invoice without any deduction in respect of any set off, counterclaim or otherwise.
   4. If Autoserve is unable through no fault of its own to collect any payments due under this agreement on their due dates the Customer will pay Autoserve interest on such overdue payments at the rate of 4% above National Westminster plc base rate as well as before and after judgement.
9. Review and Abatement of Charges
   1. Autoserve reserves the right to change the Maintenance Charge only if during the period of the contract, the mileage exceeds the yearly contract limit on a pro rata basis. The contract will be re-calculated to cover the new mileage driven so as to leave no excess, no further work will be authorised until the amended charges have been paid in full to Autoserve.
   2. There shall be an abatement of the Maintenance Charge during the time required for any servicing, repair or rectification of a vehicle or during the period pending termination as a result of a vehicle being stolen, totally destroyed or damaged beyond economical repair, providing that the replacement vehicle is subject to the same contract with mileage adjustments made.
   3. Modifications to the vehicle as per the AGMA front page and signed by an authorised person will not be considered in any event, charges may be incurred and the agreement will be cancelled with immediate effect.
10. Insurance
    1. The customer will produce such evidence of the insurance policy as Autoserve may reasonably require and will not allow the policy to lapse nor materially change the terms of such policy without Autoserve written permission, such permission not to be unreasonably withheld or delayed.
11. Indemnity
    1. The customer shall indemnify Autoserve against all claims, liabilities, losses, damages or expenses, including legal fees, and any liability resulting from legislation for the payment of fines or penalties for parking, driving or similar offences incurred by Autoserve relating to the vehicles. Furthermore, Autoserve shall be entitled to charge the Customer a reasonable administration fee therefore. The Customer shall be entitled to the benefit of any conditions and/or warranties which may have been given by the manufacturer and/or agent only in so far as they may be transferred by Autoserve. It is understood by the directors authorising this agreement that should the company fail in any way to pay all charges incurred by the use of the Autoserve fleet services a personal guarantee will unconditionally guarantee each and every one of the debtors obligations without limit of all payments and obligations due on this agreement. This is not a continuing guarantee and will only be in force for the term of this agreement and no other past or present.
12. Default
    1. Autoserve may forthwith by notice in writing to the Customer terminate all rights of the Customer under this agreement and in respect of all vehicles managed if the customer shall:
    1. Become insolvent, make any composition, enter into and deed of arrangement with its creditors, go into liquidation whether voluntary or compulsory, have a receiver or administrate receiver appointed over all or any of its assets, suffer an execution, distress or an administration order to be levied against its goods, be deemed for the purposes of Section 123 of the Insolvency Act 1986 to be unable to pay its debts.
    2. Fail to observe and perform any provision or obligation of this agreement, including failure to pay charges, or if the same shall be capable of remedy shall fail to remedy such non-observance or non-performance within 21 days of being required in writing to do so.
    3. Do or cause to be done or permit or suffer any act or thing whereby Autoserve’s ownership or rights in any vehicles have been or may be prejudiced.
    4. Suffer any material advise changes in the business, operations, property, other assets or condition, financial or otherwise since the fate of this agreement or;
    5. Default or an event of default has occurred under any agreement between (1) Autoserve and its associated or subsidiary companies and (2) the Customer or; (I) Default or an event of default has occurred under any terms, provisions or condition of any agreement or instrument evidencing or governing debt of the Customer and/or its subsidiary/associated companies, or under any agreement relating thereto, the effect of which is to cause, or permit the holder or holders thereof, or a trustee or agent on behalf of such holder or holders, to cause such debt to become due and payable prior to its stated maturity or otherwise when due. In this clause “debt” means the Customers and/or its subsidiary/associated companies (I) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property other than accounts payable arising in the ordinary course of the Customer’s and/or it’s subsidiary/associated companies business on terms customary in the trade, (iii) obligations, whether or not assumed, secured by liens or payable out of the proceeds or production from property now or hereafter owned or acquired by the Customer and/or it’s subsidiary/associated companies, (iv) obligations which are evidenced by notices, acceptances, or other instruments, (v) capitalised lease obligations and (vi) obligations for which the Customer and/or its subsidiary/associated companies is obligated pursuant to any guarantee, indemnity or other contingent undertaking.
    2. However, Autoserve may elect to treat default by the Customer on any of the matters referred to above in any single vehicle as termination of the Contract Term in respect of that vehicle in which the provisions of Clause 13 will apply to that vehicle.
13. Consequences of Termination
    • The following shall apply upon termination of this agreement, and any indulgence granted by either party shall not affect their rights.
    1. Autoserve reserves the right to terminate the contract at any time.
    2. If at any time the Customer cancels the respective Contract Terms for such vehicles shall terminate and Autoserve shall recover from the Customer in respect of such vehicles 50% of all rentals and all other fees and charges due and unpaid for the Contract Term, together with all costs and expenses (including legal fees) incurred by Autoserve in the enforcement of its rights and remedies under this agreement or otherwise.
    3. Autoserve will carry out reconciliation pursuant to Clause 9 for all vehicles then on a Guaranteed Maintenance Scheme. The Customer will pay any net charge to Autoserve within 14 days of written demand and in default of payment interest at the rate and on the terms of sub-clause 8(c).
14. Assignment and Agency
    1. Autoserve may assign, transfer, sub-contract, dispose of or create any interest in or over any of their financial rights, and obligations under this agreement, without the consent of the Customer, to any other financial source. Autoserve may for the purposes of carrying out any of the services under this agreement appoint as its agent any other company without the Autoserve Group of Companies.
    2. This agreement shall not be assignable by the Customer, nor shall the Customer be entitled to sub-hire any vehicle without the written consent of Autoserve. With the prior written approval of Autoserve, the Customer may have vehicles delivered to a subsidiary company of the Customer, which shall be the Customer’s representative for the purposes of this agreement. In such event the Customer and such subsidiary company shall be jointly and severally liable to Autoserve in respect of the Customer’s said responsibilities and liabilities. The liability of the subsidiary company shall be evidence by its signature of an AGMA or Vehicle Purchase Agreement provided that such has been approved and authorised by Autoserve.
15. Financial Information
    • The Hirer shall deliver to Autoserve such information or documentation, including the annual reports, concerning the Hirer’s position as Autoserve may from time to time reasonably request.
16. General Review
    • Autoserve reserves the right to review this agreement on the third anniversary hereof and at the same time interval thereafter to ensure that the provisions of the agreement are up to date in terms of law, and the practices of the leasing and financial services industries.
17. Transfer of Employees
    • The Hirer hereby indemnifies and agrees to keep indemnified Autoserve against all costs, claims, losses, damages or expenses, including legal fees. Autoserve incurs as a consequence of any claim or allegation by employees of former employees of the Hirer that they have been dismissed as a consequence of or incidental to the making of this agreement or that they are the employees of Autoserve as a consequence of the making of this agreement.
18. Notices
    • Any notice shall be deemed given if sent by first class post, telex or facsimile transfer to the other party at the address stated above, and shall be deemed received on the second business day after posting or the next day after transmitting.
19. Scope of Agreement
    1. This agreement and the AGMA issued under it constitute the entire understanding of the parties. It shall ensure to the benefit of and being binding upon the successors and permitted assigns of the parties.
    2. This agreement shall be governed by, and construed in accordance with English Law. Each of the parties hereto submit to the non-exclusive jurisdiction of the Courts of England and Wales.
20. Change of Ownership
    • In the event that there is a change in ownership of more than 50% of the shares in the Customer or a change in control of the Customer in favour of any person (whether corporate of individual) Autoserve shall have the right to terminate this agreement forthwith so that all Autoserve’s obligations hereunder shall cease immediately and Autoserve shall have no obligation to provide its services to the Customer on all existing vehicle and the provision in this agreement relating to the early replacement of vehicles.
21. Confidentiality
    • Neither party will disclose to any third party except as required by statute, regulatory agency ruling or court order any information, facts, date or trade secrets of any kind or nature whatsoever which relate to the business of the other of which such party or any of its agents or employees may gain knowledge through the relationship contemplated by, and whether before, during the term of, or after the date of this agreement other than any information, facts, data or trade secrets which are in the public domain or which were known to the parties (other than those disclosed during the course of the negotiations hereof) prior to the date of this agreement.