TERMS & CONDITIONS - THOMAS SILVEY LTD (REPUBLIC OF IRELAND) V1.0

These Terms & Conditions of Use shall apply to the use of any fuel card issued by Thomas Silvey Ltd and supersede all previous terms.  Please retain a copy for your records.

The GDPR & DATA PROTECTION ACT 2018 (IRISH) - EU General Data Protection Regulation (EU) 2016/679

Thomas Silvey Ltd. is registered with the Information Commissioner under The GDPR and Data Protection Act 2018 as Data Controller for all the personal data supplied.

By completing and returning this form you are giving your consent for your data to be processed for the administration, management and implementation of our business with you. To this end, data may be shared with credit reference sources to ensure and protect our mutual business dealings. Credit agencies may keep a copy and share the information with other businesses. We may also make enquiries with the credit reference agency about the Principal Directors.

We will monitor and record information about our customers’ credit performance and will make these records available to credit reference agencies and other official agencies for credit applications and the prevention of fraud. Credit limits and performance are reviewed periodically and this could result in further checks being made with credit agencies.

Data may also be used for marketing purposes within our own operations.

Definitions

In these Conditions the following definitions apply:

1.0  “The Company” Thomas Silvey Ltd, Building A, St James Court, Bradley Stoke, Bristol BS32 4QJ, England, United Kingdom (Registered Office).

“This Agreement” The contract constituted by the Application Form completed and signed by the Customer incorporating these Conditions together with acceptance in writing and issue of Cards by The Company.

“The Customer” The Party completing an Application Form whose application has been accepted.

“The Application Form” The form to which these Conditions of Use are attached and incorporated.

“The Cards” Any Card issued by The Company to the Customer to obtain at Sites a range of Goods and Services specified by the Customer in its Application Form and agreed to be provided by The Company,  , including but not limited to Chip and PIN Cards, Non PIN Cards, Non Standard Cards, magnetic stripe cards, voucher cards, card numbers and virtual cards. These however are not credit cards.

Sites” Any service station or other supplier of Goods and Services nominated from time to time by the Company.

“PIN” Personal Identification Number issued for use in conjunction with a Card.

“Privacy Policy” Our privacy policy at www.silvey.co.uk

“Consequential Losses” Losses that are not a direct result of anyone breaking any of the terms of the Agreement.

“Approved Vehicle Category” Those models of electric and hybrid vehicles that can be charged using Charge Points, as listed on the https://evdatabase.uk  website, in particular, those that are licenced for use on the road by the DVLA and that were manufactured after 2016.

“Card” A card or other payment method the Company has issued, and which can be used to purchase Goods and Services (as defined above – the Cards)

“Card Charge” The charge (plus VAT) that the Company charge you for each of the Cards.

“Cardholder” Any person the Customer authorise to use the Card.

“Chargeback” As defined within this Agreement.

“Charge Point” A charge point infrastructure, which is part of the Charge Point Provider’s network, which can enable a plug-in electric vehicle in an Approved Vehicle Category, through the use of a Card, to connect to and charge from an electricity supply.

“Charge Point Provider” A provider of Charge Points under the terms of this Agreement.

“Chip and PIN Card” A Card that we issue and which includes chip and PIN technology.

“Goods” any  goods the Customer can buy from the Company  using a Card including (but not limited to) petrol, diesel, liquefied petroleum gas, electric, hydrogen, other alternative fuels, Ad-Blue, engine oil, vehicle-related goods, tyres, batteries, exhausts, windscreen replacements and other goods we may include from time to time.

“Services” any services the Customer can buy from the Company using a Card including (but not limited to), vehicle servicing, repairs, maintenance services, vehicle breakdown recovery, tolls, and other services we may include from time to time.

“Non-PIN Cards” A Card that has either the name of an individual or the registration number of a vehicle (or both) embossed on it and the Cardholder signs their name or writes their vehicle registration number on the back but does not require the Cardholder to show any form of ID or enter a PIN code but where a Cardholder’s signature is required at the point of sale.

“Non-Standard Cards” Non-PIN Cards, Cards without a driver name or vehicle registration number embossed and any other non-standard types of Cards that we issue to you and confirm are non-standard Cards.

“Standard Charges” The recurring and ad-hoc charges applicable to the Customer account and Cards which forms part of this Agreement as updated from time to time.

“Suppliers” Suppliers who hold agreements with the Company or any of our associated companies to accept Cards, and in so doing  to sell Goods and Services to the Company for onward sale to the Customer.

“VAT” Value Added Tax or any similar tax from time to time replacing it or performing a similar fiscal function;

“Website” The areas of the company website which are protected by a password or any other website the Company authorise the Customer to access in connection with this Agreement or Cards.

2. Authorisation 

2.1 By signing the Card (s) and/or using it the Customer accepts these terms and conditions in full and agrees to comply with them at all times. It also means that the Customer agrees to pay the Company  for any Goods and Services supplied to the Customer or to the Cardholder.

3.0 Issue of Cards

3.1 All issue of Cards shall be at the Company’s discretion and the Company reserves the right to seek the opinion of credit reference agencies before issue. Upon issue the Customer shall be authorised to use the Cards subject to these Conditions and shall be entitled to purchase at Sites Goods and Services for which The Company shall be the seller. These Goods and Services will be subject to such conditions as maybe notified to the Customer by The Company which may change or withdraw the same by giving the Customer at least one month’s written notice. The change or withdrawal will apply from the date specified in the notice. The Company reserves the right to suspend or withdraw the sale of Goods and Services  if the Customer fails to comply with these Conditions.

3.2 The Company will make a search with credit reference agencies, who will keep a record of that search and will share the information with the Company and other businesses. In some instances, the Company may also make a search on the personal credit file of principal directors. The Company may also pass or share Customer information with carefully selected third parties for the purposes of account opening, credit vetting and account management. Should it become necessary to review an account, then again, a credit reference may be sought and a record kept. The Company will monitor and record information relating to Customer performance and such records will be available to Credit References Agencies who will share that information with other businesses when assessing applications for credit and fraud prevention. For the purposes of credit referencing the Company may also share information with other businesses.

4.0 Supply of Cards

4.1 The Company will charge the Customer for all cards ordered including any replacement or additional cards at the prevailing rate. Under certain circumstances or promotions the Company may, at its sole discretion, decide to waive the charge for cards issued but any card issued without charge will on the basis that it is used forthwith. Any card issued without charge or at a reduced charge and then not used within three calendar months will become chargeable at the prevailing rate and the Customer’s account will be debited accordingly. The Customer must take all reasonable care to prevent fraudulent use of the Cards.

4.2 The Customer shall receive a PIN for each Card supplied to the Customer.

4.3 The period of validity of the Card is embossed thereon. The Customer may only use the Card during the period of validity. The Company shall arrange a timely replacement of each Card at its prevailing rates.

4.5 Cards and PINS are to be used in accordance with these Conditions and any particular instructions indicated at Sites. The Customer is required to provide such proof of identity as may be requested at Sites and shall sign any acknowledgement or receipt required by the Site.

5.0 Using the Card 

5.1 The Card is valid until its expiry date or until the Customer or the Company cancel it, whichever happens earlier. Only the Cardholder can use the Card. The Customer must ensure that only a Cardholder knows and is able to use the PIN for any Card or if a Card does not have a PIN associated to it they must ensure that the Card can only be used for any driver name or vehicle registration embossed on the Card.

5.2 The Customer must make sure that the Cardholder signs their name or writes their vehicle registration number on the back of the Card (or does both) matching the driver name or vehicle registration embossed on the front of the Card to prevent unauthorised use which they will be liable for. The Cardholder must present the Card to the Supplier before they buy Goods and Services so that the Supplier is aware that they are supplying the Goods and Services to the Company for onward supply to the Customer  The Cardholder must make sure that the correct vehicle registration number and mileage has been recorded on a voucher for each purchase. The Cardholder must make sure that they enter the correct PIN when using a Chip and PIN Card and the Customer is liable for all Goods and Services purchased using a Card once a correct PIN has been entered at the point-of-sale terminal or after the Cardholder signs to accept the transaction where a Card does not have a PIN and a signature is required. It is important that the Customer takes all reasonable steps to prevent misuse of the Cards and to identify any unauthorised or fraudulent activity relating to the Cards or the Card numbers. These steps should include: ensuring that pins are not known by anyone other than a Cardholder, checking that the Cards are correctly embossed with the Customer’s company name and one or both of the Cardholder name and vehicle registration, checking the Customer invoices and any reports that they receive for any unauthorised or unusual activity and promptly investigating any suspect/unusual transactions that the Company notify you of.

6.0 Cards

6.1 Each Card will show the Customer name and the expiry date.  The Customer must ensure that the Card is embossed to show the Cardholder’s name or the registration number of the vehicle it is used for (or both). If the signature panel on the back of the Card is marked or is not filled in correctly, a Supplier may confiscate the Card. Cards are issued with a PIN which must be used in conjunction with Chip and PIN Cards. Cardholders will have 5 attempts to enter a correct PIN at the point of validation of a transaction. If the correct PIN is not entered after 5 attempts the Card will be automatically blocked and neither the Customer nor the Cardholder will be able to use the Card again.

6.2 In the event that a Card has been blocked it will be necessary for the Company to issue you with a replacement Card. If a PIN is lost or misplaced, Cardholders can request a re-advice from the Company.  The Company may charge for issuing replacement Cards. Suppliers may also refuse to accept the Card if it is not being used in line with the terms and conditions that the Company agree with Suppliers. If the Company provide the Customer with a bearer Card, a Non PIN Card, an ID bearer Card or a voucher Card the Customer is subject to the additional terms applicable to such Cards from time to time. These terms are available on request and the Customer must make sure that they keep to them. The Company will also charge you per voucher Card, bearer Card or ID bearer Card. Details of these are set out in our Standard Charges.

7.0  Lost Cards

7.1  The Customer is responsible for the safekeeping of any Cards issued to it and for

their correct use.

7.2  If a Card is lost, stolen, mislaid, mutilated or not received when due or the Customer suspects someone is aware of its PIN the Customer must immediately notify the Company in writing.

7.3  The Customer will be liable for payment of any Goods or Services acquired by the  Customer  using a Card issued to it at any time from issue of the Card until the Agreement is cancelled or use of that card suspended. Notice must be given before 2.30pm during the course of a Working Day for a card to be cancelled. Any notice given outside such hours will be deemed to have given at the commencement of the next Working Day. After such notification The Company requires 72 hours to inform the Sites. During this period the Customer will be responsible for any use of the Card. Thereafter the Company will accept responsibility for any drawings. 5 working days should be allowed to remove a Card from the stop list should The Company require such action.

7.4  After The Company has been notified in writing in accordance with Sub-Clause 7.2 above it will in its discretion on the request of the Customer provide a replacement Card.

7.5  If any Card which has been reported missing is subsequently retrieved it shall be returned forthwith to The Company.

7.6  The Customer will provide The Company with a full written statement as to the circumstances surrounding any loss, theft or misuse of a Card and The Company  may in its discretion disclose any such information as it deems necessary.

8.0 Cancelling Cards

8.1 All Cards remain the Company property.  The Company may, at any time, cancel any Card, refuse to issue a new or replacement Card, or end this Agreement by sending the Customer written notice. If the Company cancel the Customer Card or end this Agreement, this will take effect immediately and the Customer must return every Card to the Company straight away. If the Customer writes to the Company asking them to cancel a Card or where the Company cancel any Card, the Company may ask the Customer to cut it in half for security reasons and return it to the Company. If the Customer does not return the cancelled Card, the Customer will still be responsible for any purchases made with that Card. If the Customer cancels a Card or end this Agreement, in line with this or any other clause in this Agreement, the Customer is still responsible for any purchases made with the Card except for a Card they have reported to the Company as lost or stolen, or a Card that the Company agree to treat as lost or stolen.

8.2 The Company may charge the Customer an administration fee for treating the Card as lost or stolen. If the Customer uses a Card after it has been cancelled, the Company may charge the Customer an administration fee and any costs associated with getting the cancelled Card back. The Customer may terminate this Agreement at any time by giving not less than one month's written notice to us.  The Company may terminate this Agreement at any time by giving not less than two months' written notice to the Customer. The Customer agrees that in the event of termination of this Agreement no pro rata refunds of any prepaid Charges will apply.

9. Non-Standard Cards

9.1 If the Customer requests the Company to do so, the Company may, at their absolute discretion agree to supply Non-Standard Cards to the customer. To ensure a high level of security, standard Cards benefit from “real time” authorisation controls used to validate transactions at the point of sale. Standard Cards also benefit from the security of Chip and PIN technology where a valid PIN must be entered at the point of sale. If the Customer has requested a Non-Standard Card the Company will apply our standard usage controls in relation such Non Standard Card. The Customer will be required to sign an amendment to this Agreement if they wish us to apply different usage controls.

9.2 The Customer undertake to take full responsibility for the use and control of Non-Standard Cards. It is and at all times remains exclusively the Customer’s responsibility to ensure that Non-Standard Cards (including the Card numbers associated with such Cards) are only used by Cardholders authorised by the Customer and subject to any limitations placed by you upon such Cardholders. Non-Standard Cards cannot be used at outside payment terminals. After the Customer reports a Non-Standard Card as lost or stolen, the Company will advise our network of Suppliers of Non-Standard Cards which the Customer report to us as lost, stolen or being used in a fraudulent manner, in the usual way. The company will notify you as soon as they are aware that any Non-Standard Card that the Customer has notified to the Company as lost or stolen, has been used. However, because Non-Standard Cards are less easy to control and monitor, the Customer will be liable in full for all purchases made with any Non-Standard Card until that Non-Standard Card has expired or has been returned to us irrespective of whether the Card has been reported lost or stolen or whether or not our relationship with the Customer is terminated.

9.3 The Customer agrees to indemnify and hold the Company harmless against any and all claims, losses, costs, penalties, expenses, damages and liabilities that the Company may suffer or incur which in any way, directly or indirectly, arise from or relate to any transactions using Non-Standard Cards (and any associated Card numbers) issues to the Customer, however occurring (including fraudulent transactions on cloned and/or skimmed Cards). If the Company have issued Non-Standard Cards to the Customer, it is particularly important that the Customer promptly reviews all invoices that the Company provide to the Customer.

9.4 Without prejudice to any other term of this Agreement with the Company, the Customer must notify us within 3 working days of receipt of their invoice of any transactions where you suspect or reasonably ought to have suspected that any Non-Standard Card has been compromised and/or used fraudulently, for example, where a Non-Standard Card has been skimmed, cloned or otherwise copied whilst the genuine Non-Standard Card is still in use. Although the Customer will remain liable for all transactions until Non-Standard Cards have expired or been returned to us, as soon as you notify the Company that a Non-Standard Card is lost, stolen or being used in a fraudulent way the Company will attempt to prevent further use of such Non-Standard Cards (and/or any associated Card numbers) and use our reasonable endeavours to limit the Customer’s financial exposure and risk. Non-PIN Cards will be charged at the same rate as the standard Cards on your account(s) and will expire after a period of 24 months when replacement Non-PIN Cards will be issued to the Customer.

10. Pricing

10.1 Depending on the Customer’s business needs and eligibility, the Company may price the fuel in ways such as, but not limited to, the following: retail pump price, national average price, weekly MID CIF price (fuel base cost including cost, insurance and freight into the receiving country).

11.0  Payments & Charges

11.1  The Company shall issue invoices to the Customer for amounts due (plus VAT) for all Goods and Services sold to the Customer arising from the Cardholders’ use of The Cards. All amounts payable by the Customer to the Company are stated exclusive of VAT  (which shall be chargeable at the applicable rate(s) in the relevant jurisdiction(s)) and the Customer shall pay such VAT in addition to the amounts due. All such invoices shall be settled in Euros (€) direct debit from the Customer’s bank account in accordance with the Customers Direct Debit mandate.

11.2  The Customer should not exceed its credit limit. Its credit limit will be such amount as may be notified to the Customer from time to time. If the Customer purchases Goods and Services to a value in excess of 80% of its agreed credit limit then The Company reserves the right to take payment for the full outstanding amount via the direct debit instructions. The Company has the right to claim payment without deductions in respect of all transactions entered into by use of any Card together with all its costs and expenses including legal and administration costs. The Customer’s obligations to make payment hereunder shall only be discharged by way of payment in full to The Company.

11.3  If payment is not received by The Company by the due date in accordance with Sub-Clause above The Company shall charge interest on overdue accounts at the rate of 5% per year above the base rate of Lloyds Bank Plc. If any accounts are overdue The Company shall be entitled without notice to cancel, terminate or suspend the Agreement.

11.4  If a request for a payment via any payment method is returned unpaid the Company will charge the Customer a fee of 40 Euros (€) plus VAT for every occasion when a payment is returned unpaid. In the event that payment is required by Credit card for whatever reason the Company reserves the right to make a charge for such payment.

12.0 Accounts

12.1 Each week (or other period the Company has agreed with the Customer in writing) the Company will send the Customer an invoice, or produce an invoice on the Website, showing all purchases made using the Cards, less any credits or refunds.

12.2 The Company may charge the Customer if you require a paper or non-standard invoice.  The Customer must pay the invoice in full, by direct debit, within 7 days (or other period we have agreed with you in writing) of the date of the invoice (the Payment Due Date).

12.3 The Company may charge the Customer for non-standard payment methods or payment periods. If the Customer does not pay any amount by the Payment Due Date the Company may charge interest at a rate of 5% over the Lloyds Bank Plc base rate.  The Company work out interest on a day-to-day basis on any amount outstanding on the Payment Due Date (including unpaid interest) and also on any Goods and Services purchased by the Customer with Cards but not yet invoiced to them until the Customer pay the outstanding invoice in full.  The Company may also charge the Customer a late payment fee. Alternatively, the Company may charge the Customer interest and late payment fees in accordance with the Late Payment of Commercial Debts (Interest) Act 1988 and the Late Payment of Commercial Debts Regulations 2002 (or any amendments to these statutory provisions).  The Company will continue to charge interest until the Customer has paid the amount due, whether or not this Agreement has ended or a court judgment has been made.

12.4 Late payment may also trigger a risk based fee being applied to the Customer’s purchases and/or result in the removal of any discounts the Customer may have the benefit of. If any amount is still unpaid more than seven days after the Payment Due Date, the Company may cancel any or all of your Cards and end this Agreement.

12.5 The Company may also place the Customer’s Cards on temporary stop the day that any payment becomes overdue. The Company may apply an administration charge if the Company do not receive a payment because there is not enough money in the Customer account to cover the direct debit or because the Customer has cancelled the direct debit or if for any other reason that is not our fault the Company are unable to collect a payment due by direct debit.

12.6 The Company may charge you a network service fee for processing all Card transactions.  The Company may also charge for any copies of invoices or sales vouchers the Customer ask us to send them for transactions. The Customer agrees that the company is not obliged to carry out any investigations into, nor provide information in relation to nor copies of, invoices or sales vouchers dating back more than six months.  The Company may charge the Customer if it requires the Company to provide any non-standard account management activities or for any non-standard services.

12.7 The Company may charge if the Customer wishes to transfer their account to a different type of Card issued by the company or terminate this Agreement and enter into a new Agreement with the Company under which the  company will issue a different type of Cards to the Customer.  The Company may charge for terminating or transferring the Customer’s exiting account or for opening their new account, but not both. The Customer must notify us promptly about any issue or dispute that relates to their Cards and Goods and Services purchased with Cards or Card numbers.  The Company do not have to carry out any investigations that relate to transactions that took place more than three (3) months before you notified us of a dispute.

13.0  Termination

13.1  This Agreement may be terminated by the Customer giving 30 days written notice to that effect and returning the card cut in half.

13.2  The Cards at all times shall remain the property of The Company. The Company may cancel this Agreement at any time and request the Customer to return the Cards and terminate this agreement forthwith by any form of notice confirmed subsequently in writing or by fax and an electronic instruction may be sent to all Sites prohibiting further use of the Cards.

13.3  The Customer must also notify The Company if it wishes any Card issued to it to be withdrawn in which case the Customer shall return it to The Company as soon as possible.

13.4  Immediately following the termination of this agreement or withdrawal of a Card under Sub-Clause 13.3 above the Customer shall destroy any Card supplied to the Customer by cutting the Card in half and returning it to The Company by recorded delivery. The Customer shall remain responsible for the full settlement without deduction of all supplies acquired with any card prior to receipt by The Company of the Card.

14.0 Breach

14.1 If the Company finds that the Customer has given false or incomplete information, or that the Customer has broken any of the terms and conditions of this Agreement, the Company will demand that the Customer pay us any money owed immediately. By doing this the Company will not lose any of their rights in this Agreement. The Customer agrees to indemnify and hold the Company harmless against any and all claims, losses, costs, penalties, expenses and liabilities which they may suffer or incur which in any way, directly or indirectly, arise from or relate to any claim whether in contract, delict or tort (including negligence or breach of statutory duty) in respect of any use of a Card.

15.0  Liabilities

15.1  The Cards are issued purely as a convenience to the Customer and shall not confer any right upon the Customer to receive supplies of fuel or other Goods or Services from The Company or any person acting on their behalf. The Company is not liable for any loss consequential or otherwise, whatsoever or howsoever incurred by the Customer which arises of the refusal of any Sites for whatever reason to fulfil any sale of, Goods or Services. The Company will not be liable for any consequential or indirect damage suffered by which the Customer which arises out of the condition, quality or sufficiency of any fuel or other Goods and Services supplied pursuant to this Agreement.

15.2 This Agreement includes everything we are responsible or liable for. If something is not clearly mentioned in this Agreement, we do not accept responsibility or liability for it.  The Company does not accept responsibility or liability for any obligations that are expressed or implied unless the law says that the Company cannot exclude responsibility for such obligations.  The Company is not responsible to the Customer, and the Customer is not responsible to the Company, for any loss of profits, loss of business, business disruption, loss or corruption of data, loss of goodwill, or any indirect or consequences losses resulting from anyone breaking any of the terms of this Agreement.

16.0 Assignment, Transfer and Change of Control

16.1  This Agreement is personal to the Customer and shall not be assignable by the Customer without the written consent of the Company which may transfer all or any of its rights, benefits and obligations under this Agreement to any person at any time. Following any transfer, references to The Company will be read as references to the transferee to the extent of the transfer.

16.2 The Company may assign, transfer or sub-contract this Agreement or any part of it to any person, firm or company and the customer shall still be bound by it.

16.3 This may include the right to collect any debt the Customer owes the Company. If the Company transfers rights and obligations under this Agreement to a third party, they will charge the Customer a reasonable administration fee for collecting any outstanding debt. The third party will use the account details (the Customer personal information or information about you) to help them to collect the debt. The third party will keep this information and use it to help other users of its services to make decisions about supplying future services to you.

16.4 If your business changes significantly at any time during this Agreement, the Company has the right to end this Agreement immediately, and all of the Company’s responsibilities in it will end. If the Company agrees, we may issue Cards to one of the Customer’s subsidiary companies, which will then become your representative for the purpose of this Agreement. This makes the Customer and the subsidiary company jointly and separately responsible for keeping to the terms of this Agreement and jointly and separately liable for any failure to do so.

17.0  No Rights to Third Parties

17.1 Subject to 16.0 above, the parties to the Contract do not intend that any of it terms are enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it.

18.0 Misrepresentation

18.1 The Company shall not be liable in respect of any misrepresentation made by the Company its servants or agents to the Customer its servants or agents as to the services unless the representation is made or confirmed in writing by the Company and/or is fraudulent.

19.0 Force Majeure

19.1 The Company may defer the date of Goods and Services or cancel this  Agreement ordered by the Customer (without liability) if it is prevented from or delayed in performing due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes.

19.2 The Company shall not be liable for any loss the Customer may suffer if it is prevented from or delayed in providing any service (including production of statements) due to strikes, industrial action, failure of power supplies or equipment or causes beyond its control or that of its suppliers, agents or contractors.

20.0 Notices

20.1 Any notice under or in connection with this Agreement shall be in permanent readable form and shall be deemed properly delivered if addressed to the party concerned at its principal place of business or last known address and sent by first class pre-paid post. Such notice shall be deemed to be delivered 48 hours after posting.

20.2 You must tell us immediately in writing if your name, address or bank details change. The Company will assume that any information we send by pre-paid post to the address we currently hold for you will reach you the day after we post it (not including Sundays or bank holidays). The Customer must advise us of the e-mail addresses that the Company should use to contact you and, if different, for us to send invoices to you. It is your responsibility to keep this information up to date and to advise us of any changes.

21.0 Waiver

21.1 No failure or delay on the part of the Company to exercise any of its rights under this Agreement shall waive of those rights, nor shall any single or partial exercise of such rights preclude their further exercise. Any waiver by the Company of any breach by the Customer of any of its obligations under this Agreement shall not affect the rights of the Company if there is any further or additional breach.

22.0 Disputes and Set-Off

22.1 Any liability of the Company under this Agreement shall be subject to and conditional upon the due performance and observance by the Customer of all its obligations under these Conditions and the Customer may not withhold or delay payment or exercise any rights of set-off whatsoever and howsoever arising which might otherwise be available to it.

22.2 The Customer waives any rights of set-off it may have in respect of sums payable under this Agreement.

23.0 Electric Vehicle Charging 

23.1 Some Charge Point Providers provide access to users only on the basis of a membership scheme. Where the Company provides the Customer access to such private networks, the Customer access is governed by this Agreement. This clause sets out the conditions of that access and lists the responsibilities that the Customer, and any person authorised by you, have to the Company and any Charge Point Provider when using Charge Points made available to the Customer by the Charge Point Providers. The Customer is responsible for ensuring that the vehicle is: (a) suitable for using a Charge Point, that is, it is an electric vehicle licenced for use on the road by the DVLA; and (b) adequately insured including, without limitation, for any damage caused by the Customer to the Charge Points and surrounding location (including the feeder pillar) and other connected infrastructure, bays, vehicles, and for injury to and death of persons. The Customer is only authorised to use the Charge Points identified by Charge Point Providers from time to time. The Customer must ensure that they park the vehicle in accordance with any signage and an applicable laws, byelaws, regulations, parking rules and policies that apply to the location at which they are charging the vehicle (including time limits on usage). These rules and policies may differ from one location to another. In particular, the Customer must: (a) correctly park the vehicle within the boundaries of a bay when charging; (b) not incorrectly park the vehicle or park it in a way which impedes use of a neighbouring bay or Charge Point; and (c) not block any bay at any time, except when you are correctly parking to use a Charge Point to charge the vehicle. The Customer must not park in a location which is intended only for use of a Charge Point unless they are using that Charge Point to charge the vehicle and at the time that you first park, where applicable, the light on the top of the Charge Point is green. If you park in a bay that has been reserved by another user the Customer may be liable to pay an additional fee as set out in the Standard Charges. The Customer must plug in the vehicle as soon as possible after first parking at the Charge Point. The Customer is responsible for: (a) paying any access and/or parking charges due to third parties in respect of any Charge Point; or (b) meeting the requirements for exemption from such charges (e.g. by presenting your Card); and (c) the costs of any fines or penalties imposed by the relevant parking enforcement authority and of any charge applied if the vehicle is immobilised, clamped or removed. The Customer must follow all instructions in relation to the use of a Charge Point (which may differ from one Charge Point and/or Charge Point Provider to another, particularly where the service is different).

23.2 The Customer acknowledges and agrees that any use of a rapid charge point is at their own risk as evidence suggests that use of a rapid charge point can damage the vehicle and its battery. Neither the Company nor the Charge Point Provider will be liable to the Customer for damage to the vehicle resulting from the use of a rapid charge point unless this damage is caused by our negligence and not by the inherent risks of using a rapid charge point. The Customer is responsible for ensuring that the charging of the  vehicle at a Charge Point is carried out safely so as to avoid injury to any person or damage to property. This includes, but is not limited to, ensuring that the Customer take all reasonable care when charging the vehicle and that: (a) where connector cables are not available at the Charge Point, you have with you all necessary connector cables to enable the vehicle to be charged at a Charge Point; (b) the connector cable is safely plugged into the vehicle and the positioning of the connector cable does not create a tripping hazard to any person; (c) the vehicle is not driven with the connector cable still attached to the Charge Point; (d) the connector cable is not unplugged from the vehicle before the plug is removed from the Charge Point; and (e) once you have finished charging the vehicle, the connector cable is disconnected, and the Charge Point housing is closed. If you do not follow the correct procedure for disconnecting the vehicle from the Charge Point, causing the Charge Point to not be registered as available, the Customer will be liable to pay an additional charge as set out in the Standard Charges.

23.3 The Customer agrees that they are responsible for any damage caused to a Charge Point or to any other property or for any injury to any person which is caused by their breach (or the breach by any person with them or using a Card with your authority (Passenger)) of this Agreement or by your or your Passenger’s misuse, lack of care or negligence or failure to comply with any instructions or guidance in relation to a Charge Point.  The Customer must notify the Charge Point Provider immediately of any injury to any person or to any damage and follow any directions they may give you. The Customer consents to the Company sharing the following elements of the personal data (name of your company, registered address, company number, fleet officer, and company phone number) with the Charge Point Provider (and any partner whose services you sign up to use in conjunction with your Card) where necessary in connection with damage or injury for which the Customer is responsible. In such circumstances, the Company and the relevant Charge Point Provider will be independent data controllers. If the Customer and their Passengers do not comply with this Agreement then, in addition to our rights to take action against them, the Company may end their right to access and use the Charge Points with the Card.  The Customer acknowledges that neither the Company nor the Charge Point Providers: (a) guarantee the availability of all Charge Points; and (b) are responsible to the Customer if a Charge Point is unavailable at any particular time as a result of an occurrence outside of our control (such as a third party parking in a bay in breach of the rules and regulations). Neither the Company nor the Charge Point Providers will be liable to the Customer or to any Passenger, for any loss of, or damage to personal property whether during or after using a Charge Point, unless such loss or damage is caused by our negligence or if the Company has failed to use reasonable care and skill. Nothing in these terms and conditions shall limit or exclude the Company liability to the Customer (or the liability of the Charge Point Providers) for death or personal injury caused by negligence or for fraud or for any other liability which cannot be excluded or limited by law.

24.0. Anti-Money Laundering Checks

24.1 To ensure compliance with the Irish Anti Money Laundering Regulations and Money Laundering Regulations 2007 (or any amendments or re-enactments thereof), the Company may require, at our absolute discretion, verification of the Customers and that of any of your directors, officers, employees, agents, representatives, owners or controllers. The Customer agrees to provide or procure the provision to the Company of such information and other evidence as the Company may require to satisfy such verification of identity requirements. Cards will not be issued to the Customer unless and until such verification requirements have been satisfied and we are entitled, in our absolute discretion, to determine whether such requirements have been satisfied. The Company will not be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion. Any failure by a Customer to provide the necessary evidence of identity within a reasonable time may result in delays in the issue of Cards. If, within a reasonable time following a request for verification of identity, the Company has not received evidence satisfactory to it as aforesaid, it may, in its absolute discretion, treat the relevant application as invalid.

25.0 Our Website

25.1 The Company will give you access to the Website, when the Customer details are set up and you should use the Website to manage your Cards and account (s). The Customer may be charged if they ask us to supply information or undertake tasks that are available or could be undertaken via the Website. You must keep to the Website terms of use, and not allow anyone else to use it. The Company may at any time withdraw their permission for the Customer to access the Website. The Customer must keep any security or access codes the Company give confidential, and tell the Company immediately if they think anyone else knows the codes.

26.0 Complaints

26.1 If the Customer has a complaint or problem with any Goods and Services charged to your account, the Customer must still pay all transactions on your account. If you have any complaint about your account or a Card please go to our Website for details of our complaints procedures. We take all complaints seriously. If you wish to register a complaint, then please contact us as set out below in the “Contact Details” section. We will acknowledge your complaint in writing and tell you how we will handle it.

27.0 Data Protection

27.1 The Customer’s personal data processed by the Company in connection with this Agreement are processed and held by us in accordance with our Privacy Policy. The Customer will comply with all applicable data protection legislation (and are responsible for the Customer’s compliance with applicable data protection legislation) in respect to any use made of your Cards. Where the Company has approved the issue of a Card, the Customer confirms that they have obtained the consent of any personal data to the Company for the Company to lawfully use and process it for the duration of this Agreement and the purposes described in our Privacy Policy. The provisions of our Privacy Policy do not relieve, remove or replace the Customer’s obligations under applicable data protection legislation to protect against unauthorised or unlawful processing and against accidental loss or destruction of, or damage to, personal Data.

28.0 Governing Law

28.1 This Agreement and any supplies of Goods and/or Services shall be governed by and construed in accordance with the laws of Ireland and Irish law and all disputes arising in connection with the Contract shall be submitted to the exclusive jurisdiction of the Irish Courts.

29.0 Guarantee of Sums Due

29.1 Where any person or persons (“the Guarantor”) agree to guarantee the performance of the Customer’s financial obligations under this Agreement, that guarantee (“the Guarantee”) shall be an unconditional and irrevocable guarantee, it is made in consideration of the Company making available to the Customer a credit account, it is a continuing security and shall not be discharged by any intermediate settlement of the Customer’s credit account nor shall it be affected by any change in the Customer’s credit limit.

29.2 The Guarantee shall ensure for the benefit of the Company, its successors and assigns and can be assigned in whole or in part by the Company without notice to the Guarantor, its parent or ultimate parent company or any subsidiary of the ultimate parent company.

29.3  Where there are two or more Guarantors their obligations shall take effect as joint and several obligations and the Guarantee shall not be revoked or impaired as to a Guarantor by the death, incapacity or insolvency of another.

29.4  Regardless of whether a Guarantor ceases to be a director, employee, agent, or otherwise leaves the service of the Customer (notice of any of which the customer shall immediately give to the Company), no Guarantor shall be discharged or released from his obligations pursuant to the Guarantee unless and until the Company expressly confirms in writing that he is so discharged or released.

29.5 The Company may, at its sole discretion, conditionally or fully release or discharge any Guarantor from their obligations under the Guarantee or accept any composition from or make any other arrangements with any Guarantor without releasing or discharging the other(s) or without prejudicing or affecting the Company's rights and remedies against them.

30.0 General

30.1  The Company may disclose information about the Customer to any person in connection with an actual or proposed contract which relates to this Agreement. This includes disclosing information under the terms of the Agreement and transfer  of The Company rights and obligations under this Agreement.

30.2 This Agreement contains all of the terms and conditions that will apply to how the Company supply the Goods and Services to you. This Agreement replaces any earlier written or oral agreement. The Company can delay enforcing, or choose not to enforce, our rights under this Agreement without losing them. The Customer must keep all information and data relating to this Agreement, Cards, transactions made using Cards and all commercial terms confidential and not disclose any such information or data to any third party without our consent unless you are legally required to do so.

30.3 If the Company change any terms set out in this Agreement, they will do so by giving you thirty (30) days’ notice in advance, where possible, otherwise we will notify you as soon as reasonably practicable after making the change(s). Depending on the nature of the change, we will notify you of any changes either by email or in writing, by post. If you do not wish to accept any changes to this Agreement you must contact us within fourteen (14) days of being notified of the change. If you do not contact us within this period or continue to use our Goods and Services, you will be deemed to have accepted the updated Agreement. Refusal to accept changes will result in the termination of your Agreement.

31.0 Contact Details  

You can contact us in the following ways.

By post: Regus House, Harcourt Centre, Harcourt Road, Dublin D02 HW77

By phone: O/S Use UK for now +44 1454 333022

By email: priority@silvey.co.uk

The Direct Debit Guarantee

• This Guarantee is offered by all Banks and Building Societies that take part in the Direct Debit Scheme. The efficiency and security of the Scheme is monitored and protected by your own Bank or Building Society.

• If the amounts to be paid or the payment dates change, you will be told of this in advance by at least 14 days as agreed.

• If an error is made by Thomas Silvey Ltd or your Bank or Building Society, you are guaranteed a full and immediate refund from your branch of the amount paid.

• You can cancel a Direct Debit at any time by writing to your Bank or Building Society. Please also send a copy of your letter to us.