Terms and Conditions

  Greenarc Fuel Cards Ltd

Standard Terms and Conditions.

Interpretation

In these Conditions, the following definitions and rules of interpretation apply:

Application Form: the GFC fuel application form completed and signed by the Customer.

Business Day: any day other than a Saturday, Sunday or public holiday in England.

GFC: Greenarc Limited t/a Greenarc Fuel Cards registered in England and Wales (CRN: 08992973) whose registered office is at: Greenarc Limited, First Floor, G Mill, Dean Clough, Halifax, HX3 5AX

Card: means any and all cards [(or other means of payment, for example, Apple Pay), and other electronic payment apps] issued to the Customer by GFC for the purpose of purchasing Goods from a Site.

Change of Control: where any person or entity obtains more than 50% of the shares carrying a right to vote in the Customer or its Holding Company (as defined in s1159 Companies Act 2006) or if there is a change in the ownership of the legal power to direct, or cause the direction of, the general management of policies of the Customer.

Charges: the charges payable by the Customer in accordance with paragraph 5.

Conditions: these standard terms and conditions as may be amended from time to time by GFC and notified to the Customer in writing.

Contract: the contract created between GFC and the Customer constituted by GFC’s acceptance of the Application Form, and the issue of a Card to the Customer (and which incorporates these Conditions).

Customer: a person acting in the course of its business and in whose name the account is held and maintained and includes employees, sub-contractors or any other person acting on behalf of that person.

Customer Data: any Data relating to a Customer that is provided to GFC under these Conditions, which may include banking, personal, and vehicle details;

Data: all information recorded in or processed by or through medium whatsoever capable of storing or holding software or data in any form or allowing data to pass through it.

Data Protection Legislation: all applicable data protection and privacy legislation, laws and regulations in force from time to time, in the United Kingdom and (to the extent applicable to the processing of Customer Data under these Conditions in any Member State of the European Union (including without limit GDPR and the Data Protection Act 2018) as amended, updated or succeeded from time to time. 

GDPR: the General Data Protection Regulation ((EU) 2016/679).

Goods:  fuels, lubricants and other goods and /or services offered by GFC [whether with the use of a Card or otherwise], at any of the Sites or which may become so available at any of the Sites.

Force Majeure Event: an event beyond the reasonable control of GFC including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of GFC or any other party), failure of a utility service or transport network or service, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or epidemic (including COVID-19).

PIN: a personal identification number issued for use with a Card.

Site: any site specified as such by GFC from time to time at which a Card can be used to obtain Goods.

Supplier: the authorised person which supplies Goods to GFC which GFC resells to the Customer.

Supplier Agreement: the agreement between GFC and its Suppliers which sets out the terms on which GFC is authorised to issue Cards or sell Goods to Customers.

 

1. A reference to a person (a) shall be construed so as to include any individual, firm, company or partnership (whether or not having a separate legal personality and whether incorporated or not), and (b) where a person consists of two or more persons, the expression a person shall mean and include such two (or more) persons and each or any of them, and all obligations on the part of  such persons shall be joint and several obligations.
2. Words in the singular shall include the plural and vice versa.
3. A reference to writing or written includes e-mails.
4. The headings in these Conditions are inserted for convenience only and shall not affect the construction or interpretation of these Conditions or the Contract.
5. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
6. Unless the context otherwise requires, reference to any paragraph or sub-paragraph is to a paragraph or subparagraph of these Conditions.

Basis of contract

1. 1. GFC is only entitled to provide any Cards and/or Goods subject to these Conditions and to the Supplier Agreement and reserves the right to reject any applications. 
   2. The Application Form and these Conditions, together with any payment terms stipulated on any invoice, shall (subject to paragraph 2.1) govern the Contract to the exclusion of any other terms and conditions, and shall apply to all contracts for the provision of Goods arising under the Contract whether by the use of a Card or otherwise.
   3. Use of or ordering of any Goods provided by GFC to the Customer, constitutes acceptance of these Conditions and any other pre-contractual communications do not form part of the Contract. 
   4. The Customer acknowledges that it shall be subject to the Conditions that are in force at the time that the Card is used, that the Cards remain the property of GFC and/or the Supplier at all times, and confirms that it will return Cards to GFC promptly on request.
2. These Conditions shall apply to all repeat orders for Cards made by the Customer, unless GFC notifies the Customer otherwise.

Applications and use

3.1 All applications for the issue by GFC of Cards shall be made in writing,  the issue of  Cards will be at the GFC’s absolute discretion, and GFC reserves the right to seek the opinion of credit reference agencies and discuss the Customer’s financial details with such agencies. 

3.2 GFC will supply, and the Customer will buy Goods on each Card to the extent of its credit limit and each Card will be valid for use solely by the Customer to the extent of the credit limit or until its expiry date, whichever shall be earlier. 

3.4 All Cards issued to the Customer will be dispatched by GFC by first-class post to the Customers address, all risk of loss passing to and being borne by the Customer at the time of posting. 

3.5 The Customer shall be responsible for the security of its Cards and for their correct use by the Customer or anyone authorised by the Customer, in accordance with these Conditions, and shall ensure that no person using a Card interferes with the fuel monitoring device or / delivery equipment at any Site. In the event there appears to be a defect in such equipment the Customer shall immediately report the problem to GFC and/or the relevant Supplier.

3.6 In respect of any Card, GFC reserves the right in its absolute discretion to (i) withdraw at any time an entitlement to purchase specific Goods, (ii) refuse to re-issue any Card, (iii) impose a credit limit (iv) terminate the right to use the Card at any time for any reason, or (v) if it reasonably believes that a Card is being misused, put a stop on any Card until the misuse is resolved to its reasonable satisfaction. 

3.7 All Cards including any replacement or additional Cards and the renewal of a Card (annual or otherwise) will be charged for at the rate prevailing at the time of issue, replacement, or renewal. 

3.8 GFC’s employees, agents or any other person acting on their behalf are not authorized to make any representations concerning the Cards unless confirmed in writing by GFC. GFC shall not be liable for any loss or damage howsoever arising suffered by the Customer in reliance on any such representations unless confirmed in writing by it. 

3.9 GFC reserves the right in its absolute discretion without giving notice to the Customer to vary the Sites in any directory of Sites from time to time produced by it, and also to exclude any one or more of the Sites, and it is the Customer’s responsibility to ensure that any place at which a Card is presented is a Site before any Goods are acquired.

3.10 The Customer shall forthwith notify GFC if at any time the Customer suspends cancels or otherwise prohibits use of any Card for any reason (including those set out in paragraph 3.11 below) and if such notification is given orally it must be confirmed in writing as soon as is reasonably practicable, and in any event within 2 Business Days. Such notification shall include details of the authorised user’s name and Card number. In the event that a Card is cancelled and/or withdrawn from use the Customer will in addition to the above confirm in writing that the Card in question has been physically destroyed. Failure to confirm such destruction will prevent cancellation and the Card in question will remain on stop until the expiry date thereof has been reached. The Customer will indemnify and keep indemnified GFC against all damages costs expenses and liability of whatsoever nature which GFC shall suffer or incur by reason of the subsequent use of a Card that the Customer has confirmed as being destroyed. Where any Card is suspended cancelled or the use is otherwise prohibited this will be confirmed in writing by GFC to the Customer. 

3.11 The Customer shall forthwith notify GFC in writing (that is within 24 hours) as to the circumstances of the loss, theft or possible misuse of any Card, and will take all reasonable steps to assist GFC to recover the Card including giving any person or persons acting on GFC’s behalf all available information and assistance in any investigation. The Customer consents to the disclosure to such third parties of such information as is relevant concerning the Cardholder or use of the Card in connection with such loss, theft or possible misuse. The Customer will indemnify and keep indemnified GFC against all damages costs expenses and liability of whatsoever nature which GFC shall suffer or incur by reason of the loss, theft, or misuse of any such Card. 

3.12 The Customer shall as a pre-condition of any transaction at a Site ensure that any person using a Card shall produce a valid Card to the operator of the Site prior to the commencement of the proposed transaction, and shall only acquire Goods in accordance with any restrictions placed on that Card.

PIN

1. 1. The Customer acknowledges that it is responsible for the safety and security of the PIN’s which shall not be disclosed by the Customer to any other person and shall only be used by the Customer. 
   2. The Customer shall comply with GFC’s reasonable instructions regarding PIN security and destroy any PIN advice immediately after receipt. Should Customer request a replacement PIN for a Card GFC shall charge Customer a fee per PIN for this service.
   3. If the PIN has or may have been compromised in any way the Customer shall forthwith notify GFC in writing (that is within 24 hours) and the affected Card will be placed on stop.

Payment and Charges

1. 1. Payment by the Customer shall be made by the due date stated on the relevant invoice in full and clear funds. Should payment not be made by the due date for payment, GFC shall be entitled to place the Cards on stop and/or place the Cards on stop and demand payment in respect of the whole amount of all invoices due and owing at such date. In the event an account is placed on stop, no further drawings are permitted. If the Customer purchases Goods in excess of its agreed credit limit, the Company reserves the right to take payment for the full amount owed on the Customer account. 
   2. For Customers who elect to pay by direct debit, they shall maintain (i) a bank account capable of accepting direct debits, and (ii) a valid direct debiting mandate against such account in favour of GFC. In addition, the Customer shall not take any action or omit to do anything which might cancel or invalidate such direct debit mandate, and shall ensure that every direct debit properly initiated by GFC against such account is paid and that such account is adequately funded to meet any direct debit transactions initiated by GFC In the event that a direct debit transaction is rejected GFC is entitled to charge the Customer a rejection fee. 
   3. If the direct debit payment due date falls on a Saturday, payment will be taken on the preceding Business Day. If the direct debit payment due date falls on a Sunday or public holiday, payment will be taken on the next Business Day.
   4. GFC reserves the right to claim statutory interest at 8% above the Bank of England reference rate in force on the date the payment becomes overdue and at any subsequent rate where the reference rate changes and the payment remains unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002. GFC also reserves the right to (i) charge a reasonable fee on each occasion that a cheque is returned unpaid or upon the failure of a direct debit or standing order payment, and (ii) cover its reasonable debt recovery costs (including all third party debt recovery costs, charges, and other liabilities reasonably and properly incurred). 
   5. The whole outstanding balance of the account will become immediately due and payable by the Customer if any of the events in paragraph [8.3] occur.
   6. The Customer is not entitled to exercise any right of set-off or counterclaim against outstanding amounts due to GFC under any circumstances.

CUSTOMER DATA

6.1 In this paragraph 6, Data Controller, Data Processor, Data Subject, Personal Data, and Personal Data Breach shall have the meanings as defined in the Data Protection Legislation.

6.2 In relation to Customer Data, the following terms shall apply:

6.2.1 the intellectual property rights in the Customer Data shall vest in the Customer and shall be provided to GFC as and when requested;

6.2.2 the Customer acknowledges that GFC is the Data Processor, and the Customer is the Data Controller of Personal Data disclosed or processed by GFC in connection with the Application Form and these Conditions, and as such will comply with data controller obligations within the Data Protection Legislation; 

6.2.3 GFC will only process Personal Data to the extent, and in such a manner as is necessary for fraud prevention purposes; to licensed credit reference agencies (if the Customer is in breach of these Conditions); in order to comply with the terms of any Supplier Agreement; and insofar as GFC has a right, duty or obligation as required by Data Protection Legislation to disclose the same;

6.2.4 notwithstanding the above, GFC shall:

(a) not disclose Personal Data to any third party in any circumstances other than in compliance with the Customer’s written instructions or in compliance with a legal obligation;

(b) upon termination or expiry of the Contract and, at any other time, on request by the Customer return all Customer Data together with all copies thereof in any media in its possession or control to the Customer; and

(c) co-operate with and assist the Customer as necessary to enable Data Subjects to exercise their rights under the Data Protection Act 2018, including without limitation in connection with any subject access requests received from Data Subjects;

(d) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Data and against accidental loss or destruction of, or damage to, Customer Data, having regard to the state of technological development and the cost of implementing any measures (which measures may include, where appropriate, pseudonymising and encrypting Customer Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Customer Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(e) ensure that all Customer personnel who have access to and/or process Customer Data are obliged to keep the Customer Data confidential; and

(f) notify the Customer without undue delay on becoming aware of a Personal Data Breach relating to Customer Data.

Limitation of liability

1. 1. 1. Nothing in these Conditions shall limit or exclude GFC’s liability for death or personal injury caused by its negligence, or for fraudulent misrepresentation, or for any other liability which cannot be excluded by law.
      2. Subject to paragraph 7.1:
         1. GFC shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, loss of goodwill, or any indirect or consequential or economic or financial loss arising under or in connection with the Contract; and

• GFC accepts no liability and gives no warranty (whether express or implied) whether arising by statute or common law relating to any transaction entered into by the Customer or to any Goods supplied to the Customer including the satisfactory quality or fitness for purpose of the Goods.

1. 1. 1. GFC shall not be liable to the Customer as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event, and where such Force Majeure Event prevails for more than [5/10 Business Days], GFC shall have the right to suspend or terminate the Contract by giving written notice to the Customer. 
      2. The Customer will indemnify and keep indemnified GFC against all damages costs expenses and liability of whatsoever nature which GFC shall suffer or incur as a result of a Card being used by an unauthorised third party or by reason of any negligence, fraudulent, dishonest or criminal conduct relating to the use of the Card by the Customer.
      3. This paragraph 7 shall survive termination of the Contract.

Termination

8.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 20 Business Days’ written notice.

• In the event that the Customer terminates the Contract on less than 20 Business Day’s written notice then the Customer will indemnify and keep indemnified GFC against all damages costs expenses and liability of whatsoever nature which GFC shall suffer or incur under the Contract whether such costs and expenses were suffered or incurred with the Customer, or otherwise.

1. Without limiting its other rights or remedies, GFC may terminate the Contract with immediate effect by giving written notice to the Customer if: 
   1. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of being required in writing to do so;
   2. the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
   3. the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
   4. 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 the Customer or if an individual is the subject of a bankruptcy petition or order;
   5. a creditor or encumbrancer of the Customer 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 its assets and such attachment or process is not discharged within 14 days;
   6. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
   7. the holder of a qualifying floating charge over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver;
   8. a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
   9. any event occurs or proceeding is taken with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in sub-paragraph 8.3 (b) to sub-paragraph 8.3 (h) (inclusive);
   10. the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
   11. the financial position of the Customer deteriorates to such an extent that in CEL’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
2. Without limiting its other rights or remedies, GFC may terminate the Contract if there is a Change of Control of the Customer which has not previously been notified in writing to GFC.
3. Without limiting its other rights or remedies, GFC may suspend the Contract if the Customer becomes subject to any of the events listed in sub-paragraph 8.3(b) to sub-paragraph 8.3(k), or GFC reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

Consequences of termination

On termination of the Contract for any reason: 

(a) the Customer shall immediately (i) pay to GFC all of the outstanding balance on its account; and (ii) cut in two all Cards in its possession and return them to GFC; 

(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and 

(c) paragraphs which expressly or by implication survive termination shall continue in full force and effect.

Notices

1. 1. 1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this paragraph 10.1, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail. 
      2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in paragraph10.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission following a delivery receipt from the recipient’s email address. If a delivery receipt is not received within one (1) hour of sending the notice then the notice should be sent again between 0900 and 1730 by personal delivery or other next day working day delivery services. 
      3.     The provisions of this paragraph 10 shall not apply to the service of any proceedings or other documents in any legal action.

General

1. No variation of these Conditions, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by GFC. 
2. GFC may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights, interests or obligations hereunder. The Customer shall not, [without the prior written consent of CEL,] assign, transfer, mortgage, charge, subcontract, or deal in any other manner with any or all of its rights, interests or obligations hereunder. 
3. If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but shall not affect the validity and enforceability of the rest of these Conditions. 
4. A waiver of any right under these Conditions or applicable law is only effective if it is in writing and signed by GFC and shall not be deemed to be a waiver of any subsequent breach or default. No single or partial exercise of any right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 
5. A person who is not a party to the Contract shall not have any rights pursuant to the Contract (Rights of Third Parties) Act 1999 to enforce its terms. 
6. To ensure compliance with the Money Laundering Regulations 2007 as amended, updated or succeeded from time to time, GFC may, in its absolute discretion, request verification of the identity of the Customer (and any director, officer, employee, agent, representative, owner or controller of the Customer), and the Customer agrees to provide or procure the provision to GFC of such information to satisfy such verification of identity request. 
7. The Contract shall be governed by, and construed in accordance with the law of England, and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract.