Register Interest

Terms & Conditions

EG On the Move 2 Limited Fuel Card commercial Terms and Conditions of Use

The Company specifically draw the Account Holder’s attention to Clause 3.5, Clause 3.11 and Clause 12 (Limitation on liability), Clause 12.4 (Indemnity) and Clause 3.1 and Clause 14.1 (Risk of Loss).

1. DEFINITIONS
In these Terms and Conditions:
Account Holder means the person or company in whose name the Fuel Card(s) accounts are held and who is solely responsible and liable for the use and operation of the Fuel Card and payment for the Products received from the Company.

Applicant means any prospective Account Holder applying to the Company to be an Account Holder and for the issue of Fuel Card(s).

Application Form is the documentation completed by the Applicant during the Application Process and any supporting documentation required thereafter.

Application Process means the process by which an Applicant applies to the Company and completes and submits various documentation for consideration to becoming an Account Holder. The Company reserves its right to amend this process from to time.

Authorised User(s) means the individual that the Account Holder has authorised to use the Fuel Card(s) in accordance with these Terms and Conditions.

Bulk Fuel Supply means the provision of Products to Bulk Fuel Supply Account Holders.

Business Day means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Card Limit means the Product limit that the Company places on each Fuel Card on a rolling week basis.

Closure Request Date is the date as notified by the Account Holder to the Company that it requests the account to be closed on. It shall not be less than seven (7) days from the receipt of the request from the Account Holder to the Company to close the account. This date shall run up to 23:59 hours on the date in question.

Commencement Date means the date that the Account Holder and/or Authorised User(s) first uses the card at which point and on which date the Contract shall come into existence.

Company means the EG On the Move 2 Limited, a company registered in the UK under company number 05952225  with registered office at Waterside Head Office, Haslingden Road, Guide, Blackburn, Lancashire, England, BB1 2FA.

Confidential Information means information (in whatever form communicated or recorded) belonging or relating to a party, its business affairs (including know-how) or activities which is not in the public domain and which that party has marked as confidential or proprietary, or which has been described as confidential by that party to the other (orally or in writing), or which, due to its character or nature, a reasonable person in a like position to its recipient and under like circumstances would treat as confidential.

Contract is the agreement between the Company and the Account Holder and comprises of these terms and conditions, the Application Form and other forms and documentation as may be specified in either of them.

Credit Limit means the maximum amount which the Company may from time to time specify to an Account Holder as being the limit of purchases on credit that may be made on the account with the issued Fuel Card(s).

EG On the Move Plus Fuel Cards means Fuel Cards accepted at EG On the Move, Welcome Break, Morrison’s, Tesco and Sainsburys Outlets (as updated from time to time).

Force Majeure Event means an event, or a series of related events, that is outside the reasonable control of the Party affected (including but not limited to power failures, industrial disputes, changes to the law, Coronavirus or a virus to a similar effect, disasters, explosions, fires, floods, riots, terrorist attacks, and wars) as further detailed within Clause 13.

Fuel Card(s) means the card(s) known as

  • ‘EG On the Move Fuelcard’,
  • ‘EG On the Move Plus Fuel Card’; or
  • ‘Fuel Card’
    and any other card(s) as issued by the Company to the Account Holder that is used by the Account Holder and/or Authorised Users(s) to purchase the Products in accordance with the Contract.

GDPR means the General Data Protection Regulation as updated from time to time.

Group means the Company and each subsidiary or parent undertaking of the Company from time to time and references to “Group Company” shall be construed accordingly.

Intellectual Property Rights means copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights in Confidential Information, know-how, trade secrets, trade marks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, data exclusivity rights, approvals, utility models, domain names, business names, rights in computer software, mask works, topography rights, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature wherever in the world arising and, in each case:

(a) whether registered or not;
(b) including any applications to protect or register such rights;
(c) including all renewals and extensions of such rights or applications;
(d) whether vested, contingent or future; and
(e) wherever existing.

Interest means the amount of interest applied by the Company in addition to the Bank of England interest rate and applies to late payments as set out in Clause 11.3.

Outlet means any Company service station or site either in the Republic of Ireland or Northern Ireland and Great Britain.

Paperless Direct Debit Set Up means the process which enables the Company to sign Account Holders up to pay via Direct Debit without needing to use paper forms.

Payment Due Date any of the dates referred to in Clause 11.1.1, 11.1.2, 11.1.3 and 11.1.4.

Personal Data means data involving a living individual who is or can be identified by that data or as set out in the Data Protection Acts 1988 and 2003 and in the GDPR as updated from time to time, relates only to personal data, or any part of such personal data.

PIN Code means personal identity number of the Account Holder and/or Authorised User(s) as the case may be.

Product(s) means petrol, diesel, fuel oil, lubricating products, car wash products, Ad Blue and such other products as may be specified by the Company from time to time, as made available in some or all of the Outlets.

Term means time from the Commencement Date until termination occurs in accordance with any provision of these Terms and Conditions.

(a) Reference to “person” or “persons” in these Terms and Conditions shall include a natural person, corporate or unincorporated body (whether or not having a separate legal personality), sole traders, partnerships, firms, companies, organisations or any such other business entities.

(b) A reference to a party includes its personal representatives, successors and permitted assigns.

(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted from time to time.  A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written excludes fax and email, unless expressly authorised.

2. APPLICATION OF TERMS AND CONDITIONS

2.1 The Fuel Card(s) can only be used in accordance with the Contract.

2.2 The granting of a Fuel Card(s) is strictly subject to the Account Holder(s) complying with (and ensuring that the Authorised User(s) comply with) the Contract.

2.3 Use of a Fuel Card(s), as issued by the Company, constitutes acceptance of these Terms and Conditions. These Terms and Conditions may be updated from time to time, at the Companies discretion, continued use of the Fuel Card(s) constitutes the Account Holder(s) acceptance of the updated Terms and Conditions.. The current version of these Terms and Conditions can be obtained via the web site ([https://fuelcard-egotm.com], using the following direct link ([https://fuelcard-egotm.com]) or by contacting the Company by email at admin@fuelcard-egotm.com or by post at Waterside Head Office, Haslingden Road, Guide, Blackburn, Lancashire, England, BB1 2FA and requesting a copy.

2.4 The Company may vary or add to these Terms and Conditions at any time, It is the responsibility of the Account Holder to ensure that they check the link contained within Clause 2.3 regularly to ensure that they are aware of any such amendments or additions. Such variations or additions, will automatically comprise part of the Contract and bind the Authorised User when they are made.  Any use of Fuel Card(s) by the Account Holder or Authorised User(s) after such variation or addition shall be construed as acceptance by the Account Holder of such variation or addition.

2.5 If the Account Holder is also a Bulk Fuel Supply Account Holder of the Company then these Terms and Conditions must be read in conjunction with the ‘On Site Bulk Fuel Supply Agreement’ which will comprise an element of the Contract.

3. FUEL CARD USAGE

3.1 All risk of loss will pass to and be borne by the Account Holder from the date of dispatch of the Fuel Card(s) from the Company to the Account Holder(s).

3.2 The Account Holder shall ensure that all Authorised User(s) using a Fuel Card(s) shall not in any way tamper with or alter or interfere with the Fuel Card(s) or any of the fuel delivery equipment at any Outlet and will follow  will ensure any Authorised User(s) understand that they are bound by these Terms and Conditions when using the Fuel Card(s).

3.3 The Fuel Card(s) remains the property of the Company at all times and if required to do so must be returned by the Account Holder to the Company. In any event, the Fuel Card(s) may only be used up to the expiry date.

3.4 The Company reserves all rights in its sole and absolute discretion to grant or refuse the issue of Fuel Card(s) and to stop and/or cancel Fuel Card(s) and/or to refuse to issue of replacement Fuel Card(s) at any time without notice.

3.5 The Company reserves the right to refuse any single Fuel Card(s) transactions from time to time for any reason connected with security (and without incurring liability).

3.6 Access and the use of Fuel Card(s) is restricted to the Account Holder or any Authorised User(s) for the purposes of obtaining Products at the Outlets.

3.7 Fuel Card(s) shall remain valid until;

3.7.1 the Credit Limit is reached and/or exceeded; or

3.7.2 a termination event occurs (in accordance with the termination events detailed at Clause 15 or any other provision of the Contract); or

3.7.3 the closure of the Fuel Card(s) account by the Account Holder (in accordance with Clause 16 or any other provision of the Contract); or

3.7.4 a Fuel Card(s) is cancelled (in accordance with Clause 14 or any other provision of the Contract);  or
3.7.5 the expiry date printed on the Fuel Card occurs
whichever occurs earliest.

3.8 The Account Holder shall ensure that no Fuel Card(s) remain in the possession of any person who has ceased to be an Authorised User (for whatever reason).

3.9 The Account Holder is solely responsible for the safe keeping of Fuel Card(s) and the prevention of unauthorised use, and shall ensure that the Authorised User(s):

3.9.1 present the Fuel Card(s) at the Outlet prior to any purchase of the Products;

3.9.2 provide such proof of identification as may be requested by the operator of any Outlet; and

3.9.3 enter the PIN Code for each purchase and check that such information presented is correct before finalising such purchase.

3.10 Fuel Card(s) do not automatically entitle the Account Holder or any Authorised User(s) to participate in any of the Company’s special offers that may be available from time to time. Details of such eligibility will be contained on the Company website or within the promotional advertisement terms and conditions.

3.11 In the event there appears to be a defect or fault in either the Fuel Card(s) or fuel delivery equipment, the Account Holder or Authorised User(s) shall immediately report the same to the operator of the Outlet. The Company will not incur any liability due to such defect or fault.

3.12 Products purchased on any Fuel Card(s) shall not be used by the Account Holder or Authorised User(s) for any purpose other than for fuel or lubricant (as appropriate) in the Account Holders own or contracted vehicles and shall not be resold or otherwise disposed of to any other persons.

4. FUEL CARD CHARGES

4.1 The Company may charge an annual fee for the issue of Fuel Card(s), for replacement Fuel Card(s), additional Fuel Card(s) and the renewal of Fuel Card(s) (together the “Charges”). Charges are payable in advance at the prevailing rates. Details of current rates are available on request. Such requests should be made by email to admin@fuelcard-egotm.com  or by post to Waterside Head Office, Haslingden Road, Guide, Blackburn, Lancashire, England, BB1 2FA.

4.2 The scope and rate of any Charges for which the Account Holder shall be liable may be amended from time to time at the sole and absolute discretion of the Company. Should the Account Holder require detail of such Charges, they should make this request by email to admin@fuelcard-egotm.com or by post to Waterside Head Office, Haslingden Road, Guide, Blackburn, Lancashire, England, BB1 2FA.

5. APPLICATION FOR FUEL CARDS

5.1 Acceptance of any applications for the issue of Fuel Card(s) shall be at the sole and absolute discretion of the Company.

5.2 The Company reserves its rights to update and amend its Application Process with respect to new Applicants. Within such rights, the Company shall not be discriminatory and will follow a fair and proper process and will make all decisions based on the Applicant’s merits.

5.3 The use of Paperless Direct Debit Set Up in an Application Process shall be a valid and enforceable authentication of the consent of the Applicant and/or Account Holder.

5.4 The Applicant and/or Account Holder hereby give permission to the Company to carry out any and all enquiries with respect to opening an account and the Application and/or Account Holder shall immediately notify the Company in writing of any change in its  details provided throughout the Application Process or thereafter (including, but not limited to, its address, email address, phone number and/or account details).

6. SECURITY

6.1 The Company reserves the right to call for security (whether in the form of a banker’s guarantee, personal guarantee, deposit, payment on account or otherwise) in respect of Fuel Card(s) Credit Limits and transactions and any other sums due from the Account Holder to the Company. The provision of security shall not affect the Account Holder’s payment liabilities under the Contract.
6.2 In the event that security is not provided in accordance with Clause 6.1 (or otherwise expires and/or ceases to be valid and the Account Holder does not provide new security), and without prejudice to any other rights or remedies available to the Company, the Company reserves its rights to immediately terminate any and all Fuel Card(s) without notice.

7. PRICE

7.1 At EG On the Move Limited owned Outlets, UK Account Holder’s (excluding Northern Ireland) will either be charged:

7.1.1 A fixed weekly rate for Products. The price for which is fixed from Monday at 00:00 am to the following Sunday 11:59:59 pm of the same week; or
7.1.2 The displayed price for the Products at the Outlet plus a surcharge. Details of current rates are available on request. Such requests should be made by email at admin@fuelcard-egotm.com or by post at Waterside Head Office, Haslingden Road, Guide, Blackburn, Lancashire, England, BB1 2FA.

7.2 The price for all Products at partner Outlets including but not exclusive to Welcome Break, Tesco, Morrison’s, Sainsburys, BP & Shell (as updated from time to time) are subject to a variable handling fee. Details of current rates are available on request. Such requests should be made by email at admin@fuelcard-egotm.com or by post at Waterside Head Office, Haslingden Road, Guide, Blackburn, Lancashire, England, BB1 2FA.

7.3 The Company reserves the right to vary rebates, discounts, allowances, premiums or surcharges at any time without notice.

7.4 All prices are subject to Government or other tax duties, levy charges, surcharges, assessments or impositions where applicable at the appropriate rate which will fluctuate from time to time and any variation of the same at any time for the account of the Account Holder.

8. PIN CODES

8.1 A four (4) digit PIN Code will be issued to an individual Fuel Card for use for purchases of Products at the Outlets. How to access PIN Codes will be communicated with the Account Holder. PIN Codes shall not be applicable to EG On the Move Plus Fuel Cards.

8.2 The Account Holder and Authorised User(s) shall treat such PIN Codes as Confidential Information and shall undertake to keep such PIN Codes separate from Fuel Card(s) at all times. It is the Account Holder who shall remain responsible for ensuring that Authorised User(s) maintain the PIN Code in strict confidence and treat the PIN Code(s) as Confidential Information so as to avoid unauthorised use.

8.3 In the event that a PIN Code is disclosed contrary to Clause 8.2 and/or is used or accessed by somebody who is not an Authorised User, the Account Holder shall immediately notify the Company of the same and take all steps necessary to effect the “Stop Procedures” as detailed at [https://fuelcard-egotm.com].

8.4 In the event that an Authorised User ceases to be such (whether by reason of leaving the employment of the Account Holder or otherwise) then the Account Holder must in advance of such cessation take possession of the Fuel Card(s) from that Authorised User and then follow “Stop Procedures” as detailed at [https://fuelcard-egotm.com].

8.5 This Clause 8 should be read in conjunction with Clause 14.

9. FUEL CARD & CREDIT LIMITS

9.1 The Company at their sole discretion may from time to time may alter any Credit Limit. These variations are based on a number of considerations including the Account Holder usage patterns and invoice payment history. Such changes may require amended security, if this is not provided in accordance with Clause 6.2, without prejudice to any other rights or remedies available to the Company, the Company reserves its rights to immediately terminate any and all Fuel Card(s) without notice.

9.2 Any and all transactions are strictly limited to the Credit Limit. In the event that the Credit Limit is exceeded (as may be notified by an operator of an Outlet to an Authorised User(s) or as may be notified by the Company to Account Holder), the Company reserves the right to put the account on hold and/or terminate the Account Holder’s Fuel Card(s) (subject to Clause 14) and the Account Holder shall be liable for all payments owing in excess of such Credit Limit.

9.3 In addition to clause 9.2, the Account Holder undertakes to:

9.3.1 take all steps necessary to ensure that the Credit Limit is not exceeded;

9.3.2 make immediate payments to eliminate any and all amounts in excess of such Credit Limit; and

9.3.3 ensure all Authorised User(s) have alternative payment methods available to them in such circumstances.

9.4 The Account Holder agrees and acknowledges that it shall notify all Authorised User(s) of their obligations under this Clause 9.

9.5 In the event that the Account Holder exceeds the Credit Limit and fails to eliminate any and all amounts in excess of such Credit Limit, details of the Contract and the conduct of the Account Holder may be registered with an appropriate credit reference agency (at the sole and absolute discretion of the Company). The information registered may be used to help make credit decisions, or occasionally, for fraud prevention or the tracing of debtors.

10. RECEIPTS AND INVOICING

10.1 Sales receipts are automatically issued for every Fuel Card transaction (with the exception of automated terminals where the issue of a receipt is optional and available upon request). Where the Account Holder requires a sales receipt, it is the responsibility of the Account Holder to make any Authorised User(s) aware of when a sales receipt is automatically issued and when such sales receipt requires request. The Account Holder shall ensure that the Authorised User(s) retain all such receipts and provides the same against each invoice to the Account Holder should they be required to do so. The Account Holder acknowledges that in circumstances where the Authorised User(s) fail to obtain a copy of the receipt, the Company may not be able to produce a copy of the receipt upon the Account Holder’s later request.

10.2 If requested by the Account Holder in writing, the Company will provide a transaction history for the Account Holder. Transaction history is available online at [https://fuelcard-egotm.com]. Otherwise, any such requests should be made by email to admin@fuelcard-egotm.com or by post to Waterside Head Office, Haslingden Road, Guide, Blackburn, Lancashire, England, BB1 2FA.

10.3 The Account Holder acknowledges that it shall be liable to pay all amounts due under the relevant Fuel Card(s) transactions (including but not limited to where the transaction is in respect of a vehicle other than that which may or may not be identified on the Fuel Card(s)).

10.4 Any Charges which are applicable as per Clause 4 will either be included in the invoice period in which they arise or in any subsequent periods at the sole discretion of the Company.

10.5 The Account Holder shall have online access to its invoices via [https://fuelcard-egotm.com] in accordance within the timeframes noted at Clause 11 or as otherwise agreed. Soft copy invoices can be requested by the Account Holder by email to admin@fuelcard-egotm.comor by post to Waterside Head Office, Haslingden Road, Guide, Blackburn, Lancashire, England, BB1 2FA

10.6 For the avoidance of doubt the Company may, at its sole discretion, choose to respond to any invoice queries relating to transactions which took place more than 3 months prior to the date of the request.

11. PAYMENTS

11.1 The Company has a number of distinct invoicing and payment options. The option utilised for the Account Holder is at the sole discretion of the Company and shall be notified to the Account Holder in advance. Should the Company require the Account Holder to vary the invoicing and payment options, for reasons including but not limited to the Account Holder usage patterns and invoice payment history, the Company will contact the Account Holder to inform them of such variation.

The Account Holder may discuss these options with its account manager at the Company. The invoicing and payment options are as follows:

11.1.1 Weekly Invoicing

• Weekly Invoice Period – payments in respect of the period of Monday to Sunday (inclusive) of each calendar week (the “Weekly Invoice Period”) shall be due and payable within 7 days of the last day of the applicable Weekly Invoice Period (the “Weekly Payment Due Date”). The invoice in respect of each Weekly Invoice Period shall be available for access to an Account holder via [https://fuelcard-egotm.com/] not later than 5 days from the last day of the applicable Weekly Invoice Period;

11.1.2 Twice Monthly Invoicing

• First Half Month Invoice Period – payments in respect of the period of 1st to 15th (inclusive) of each month (the “First Half Month Invoice Period”) shall be due and payable within 15 days of the last day of the applicable First Half Month Invoice Period (the “First Half Payment Due Date”). The invoice in respect of each First Half Month Invoice Period shall be available for access to Account holder via [https://fuelcard-egotm.com/] not later than 5 days from the last day of the applicable First Half Month Invoice Period; and
• Second Half Month Invoice Period – payments in respect of the period of 16th to 30th/31st (as applicable and inclusive) of each month (the “Second Half Month Invoice Period”) shall be due and payable within 15 days of the last day of the applicable Second Half Month Invoice Period (the “Second Half Payment Due Date”). The invoice in respect of any Second Half Month Invoice Period shall be available for access to Account holder via [https://fuelcard-egotm.com/] later than 5 days from the last day of the applicable Second Half Month Invoice Period.

11.1.3 Monthly + 15 days Invoicing

• Monthly + 15 days Invoice Period – payments in respect of the period of 01st to 30th/31st (as applicable and inclusive) of each month (the “Monthly + 15 days Invoice Period”) shall be due and payable within 15 days of the last day of the applicable Monthly + 15 days Invoice Period (the “Monthly + 15 days Payment Due Date”). The invoice in respect of any Monthly + 15 days Invoice Period shall be available for access to Account holder via [https://fuelcard-egotm.com/] not later than 5 days from the last day of the applicable Monthly + 15 days Invoice Period.

11.1.4 Monthly + 30 days Invoicing
• Monthly + 30 days Invoice Period – payments in respect of the period of 01st to 30th/31st (as applicable and inclusive) of each month (the “Monthly + 30 days Invoice Period”) shall be due and payable within 30 days of the last day of the applicable Monthly + 30 days Invoice Period (the “Monthly + 30 days Payment Due Date”). The invoice in respect of any Monthly + 30 days Invoice Period shall be available for access to Account holder via [https://fuelcard-egotm.com/] not later than 5 days from the last day of the applicable Monthly + 30 days Invoice Period.

11.2 In order to comply with the direct debit requirements the Account Holder shall at all times maintain a bank account capable of accepting direct debits and keep the Company provided with effective direct debiting mandate against such account.

11.3 In the event that any payment owing under Clause 10 is not made on or by the applicable payment due date  and without prejudice to any other rights or remedies available to the Company, the Company reserves the right to charge Interest at the rate of 5% per annum, above the Bank of England Interest rate accruing on a daily basis for each day that such payment is not made on any balance outstanding until full and final settlement is received.

11.4 The Company reserves its rights to charge to the Account Holder any and all debt recovery costs inclusive of, but not limited to, the Company’s internal costs, and costs accrued as a result of engaging Solicitors or any other professional service for the recovery of debt owing to the Company by the Account Holder.

11.5 If a direct debit drawn by the Company on an Account Holder’s accounts is returned unpaid then the Account Holder shall pay the Company the charges that become applicable.

11.6 The Company reserves its rights of set-off in respect of any payments by the Account Holder and any credits or refunds due against payment of any Interest due and/or in reduction of the Account Holders other monies owing to the Company. No claim by the Account Holder against any other third party shall be the subject of any set-off or counter-claim against the Company.

11.7 Without prejudice to any other rights or remedies available to the Company, all monies due and owing by the Account Holder shall become due and payable immediately in the  event that any of the information provided by the Account Holder during the Application Process or thereafter, is false or incomplete or if the Account Holder is deemed by the Company to be in breach of the Contract.

12. LIMITATION OF LIABILITY

12.1 References in this Clause 12 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2 Nothing in the Contract limits any liability for;
a) death or personal injury caused by a parties negligence;

b) fraud or fraudulent misrepresentation;

c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;

d) defective products under the Consumer Protection Act 1987; or

e) any liability that legally cannot be limited.

12.3 Subject to Clause 12.2, the Company’s total liability to the Account Holder shall not exceed the total Charges paid by the Account Holder for the current year of the Term, calculated yearly from the Commencement Date.

12.4 The Account Holder acknowledges that the Company shall in no event be in breach of the Contract or otherwise be liable in respect of any failure, refusal and/or delay of any Outlet in accepting a Fuel Card(s) and/or in the supply of the Products (including, but not limited to a dispensing pump failure at any Outlet).

12.5 The Account Holder shall indemnify the Company against all liabilities, cost, expenses, damages and losses (including direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered by the Company in connection with any claim made against the Company arising out of or in connection with the Account Holder’s use of Products or otherwise in respect of a breach by the Account Holder of the terms of the Contract.

12.6 The Account Holder shall draw the attention of any its Authorised Users, employees and agents or any persons whosoever handling or using the Products on behalf of the Account Holder to all proper instructions, warnings or suggestions concerning the methods whereby or the conditions whereupon the products should be used or handled.

12.7 This Clause 12 shall survive termination of the Contract.

13. FORCE MAJEURE

13.1 Any obligation of the Company to supply Products to the Account Holder shall be suspended through necessity by a Force Majeure Event whether this directly or indirectly affects the Company and/or its ability to reasonably conduct its business.

13.2 On the occurrence of a Force Majeure Event the Company shall determine (and may from time to time re-determine) the extent (if any) to which supplies to the Account Holder are to be maintained whilst such circumstances continue, having regard to its ability to obtain process and to deliver supplies, the costs of doing so, the requirements of all its Account Holders local needs and any other considerations it considers relevant.

13.3 As soon as reasonably practicable after the occurrence of a Force Majeure Event, the Company shall inform the Account Holder of the expected date of the resumption of supplies.

13.4 Neither party shall be in breach of the Contract or otherwise liable for any failure or delay arising from a Force Majeure Event. The time for performance of the parties respective obligations under the Contract shall be extended accordingly.

14. LOST OR STOLEN FUEL CARDS OR UNAUTHORISED USE/MISUSE

14.1 Fuel Card(s) remain the property of the Company at all times. Subject to Clause 14.3, all risks of loss will pass to and be borne by the Account Holder from the date of dispatch of the Fuel Card(s).

14.2 If Fuel Card(s) are lost, stolen, skimmed, copied or cloned (including constructive theft as a result of any person in possession of a Fuel Card(s) having ceased to be an Authorised User(s) through termination of employment or otherwise as per Clause 8.4), the Account Holder must immediately cancel the Fuel Card(s).
The Account Holder can cancel the Fuel Card(s) online by following the relevant steps at [https://fuelcard-egotm.com/]. This service provides the Account Holder with the ability to cancel the Fuel Card(s) on a 24 hour basis. This online cancellation by the Account Holder must be immediately notified to the Company by e-mail to admin@fuelcard-egotm.com (the “Notification Email”).

If such Notification Email is sent by the Account Holder prior to 12:00 on a Business Day it will be accepted and processed by the Company on the date of receipt. If such Notification Email is sent by the Account Holder from 12:01 on a Business Day or thereafter, the Notification Email will be treated as if it was received on the next Business Day.

14.3 The Account Holder shall remain liable to the Company for all transactions arising from the use of such lost, stolen, skimmed, copied or cloned Fuel Card(s) by any person until the earlier of either the cancelation by the Account Holder as per Clause 14.2 via [https://fuelcard-egotm.com/] or 12:00 hours on the Business Day following the day on which Clause 14.2 notification is received by the Company. After such time, the Account Holder shall have no further liability for purchases of Products resulting from the use of Fuel Card(s) other than for purchases by the Account Holder or any Authorised User(s) provided that no such release of liability will be given to the Account Holder in the event that:

14.3.1 The Account Holder or Authorised User(s) or persons who were Authorised Users gave the relevant Fuel Card(s) and/or PIN Code to an unauthorised person;

14.3.2 The loss of Fuel Card(s) was due to the negligence of either the Account Holder or any Authorised User(s);

14.3.3 The Account Holder or the Authorised User(s) failed to adhere to a request to destroy the Fuel Card(s) by the Company, or return Fuel Card(s) to The Company;

14.3.4 The Account Holder was in breach of the Contract; and/or

14.3.5 The Account Holder had reasonable grounds to suspect that the Fuel Card(s) was lost, stolen, skimmed, copied or cloned and did not cancel the Fuel Card
in such circumstances the Account Holder remains liable for all Fuel Card(s) transactions notwithstanding that the Fuel Card(s) has been reported lost or stolen.

14.4 Subject to Clause 14.3, the Account Holder shall provide the Company with any and all accurate information as to the circumstances surrounding the loss, theft, skimming, copying or cloning or otherwise misuse of Fuel Card(s) and shall take all steps necessary to assist the Company in the recovery of any missing or stolen Fuel Card(s).
14.5 For the avoidance of doubt on the occurrence of a lost, stolen skimmed, copied or cloned Fuel Card(s), the Account Holder shall immediately take all steps necessary to effect the “Stop Procedures” as detailed at [        ].
14.6 Should the Company use its discretion to report the loss, theft, skim, copied or cloned Fuel Card(s) to the Police Service/Gardai, the Account Holder must co-operate with the Company and the Police Service/Gardai to help recover any Fuel Card(s). If the Company suspects that a Fuel Card(s) is lost, stolen, skimmed, copied or cloned then the Company at its sole and absolute discretion, may give the Police Service/Gardai any information which is relevant including Confidential Information.

15. TERM & TERMINATION
15.1 The Contract for the Fuel Card will come into force on the Commencement Date, and will continue in force until the earlier of the following:

15.1.1 The Account Holder closes the account with due notice in accordance with Clause 16; or

15.1.2 A termination event occurs in accordance with Clause 15.2, Clause 15.3, Clause 15.4 and or Clause 16
whereupon the Contract will automatically terminate, but without prejudice to any subsisting claim which either party may have against the other.

15.2 Each Party may, without prejudice to any of its other rights or remedies arising under this Contract, on giving effective written notice (in accordance with Clause 20), terminate the Contract with immediate effect, if;

15.2.1 the other party fails to observe or perform any material term or condition of the Contract, including but not limited to any event of non-payment; and such default or breach (if such breach is capable of remedy) fails to be remedied within 5 calendar days after notice has been validly served (or such longer period as may be reasonable in the circumstances), specifying the breach and requiring the same to be remedied, has been given;

15.2.2 the other party takes any steps or action in connection with its entering into administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

15.2.3 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;

15.2.4 there has been any delay or failure in performance under the Contract resulting from any event of Force Majeure, which delay or failure shall have continued for a period of three months or more;

15.2.5 there is a breach of the Company’s Intellectual Property Rights.

15.3 Without limiting any other rights or remedies available to it, the Company may suspend services to the Account Holder and the Account User(s) under the Contract if the Account Holder becomes subject to any of the events listed in Clause 15.2.1 to Clause 15.2.5, or the Company reasonably believes that the Account Holder is above to become subject to any of them.

15.4 Notwithstanding any other provision of the Contract, the Company reserves its rights to immediately terminate any and all Fuel Card(s) at any time.

15.5 On termination (howsoever arising), or otherwise at the written request of the Company, the Account Holder shall return all issued Fuel Card(s) to the Company at the Account Holder’s cost, within seven (7) calendar days from the date of such termination or request. Where the Account Holder returns Fuel Card(s) by registered post, the Account Holder must ensure that it is cut in two and the magnetic strip is severed.

15.6 Termination of Fuel Card(s) (howsoever arising) shall be without prejudice to any and all liabilities of Account Holder which have accrued prior to the date of such termination or expiry.

16. ACCOUNT CLOSURE

16.1 The Account Holder may close the account by giving at least seven (7) calendar days’ notice (in accordance with Clause 20) to the Company in writing and by returning all Fuel Card(s) to the Company within that notice period in accordance with Clause 15.5. The date of expiry of this notice is the “Closure Request Date” and that date must be stated clearly by the Account Holder in the notice.

16.2 The Account Holder will be liable to repay immediately on demand, the outstanding balance on the account, including all Charges, fees, Interest due and costs up to and including the Closure Request Date.

16.3 The Account Holder must ensure that there are no transaction(s) whatsoever after the Closure Request Date. Should such transaction(s) become apparent, the Account Holder shall be fully liable and responsible for the transaction(s) and must reimburse the cost thereof to the Company immediately on demand.

16.4 The Account Holder shall only cancel the direct debit mandate with the Company when all outstanding payments have already been discharged and where this discharge of debts is confirmed in writing by the Company to the Account Holder. Discharge of debts will be confirmed within 21 (twenty-one) calendar days of the Account Holder’s final payment.

16.5 It shall be the responsibility of the Account Holder to pay the Company for withdrawals of stock or Products made using any one of the Account Holder’s Fuel Card(s) after the closing of the account and/or the Closure Request Date.

17. PERSONAL DATA

17.1 The following definitions apply in this Clause 17:
a) Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

(b) Data Protection Legislation: all applicable data protection and privacy legislation in force and as updated from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.

(c) Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

(d) UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

17.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 17 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

17.3 The parties acknowledge that for the purposes of Data Protection Legislation, the Company is a Controller and a Processor and the Account Holder is also a Controller.

17.4 Without prejudice to the generality of Clause 17.2, the Company shall, in relation to any Personal Data processed in connection with the performance by the Company of its obligations under the Contract:

(a) process that Personal Data only on the instructions of the Account Holder (or its authorised representative) unless the Company is required by Domestic Law to otherwise process that Personal Data. Where the Company is relying on Domestic Law as the basis for processing Personal Data, the Company shall promptly notify the Account Holder of this before performing the processing required by Domestic Law unless the Domestic Law prohibits the Company from so notifying the Account Holder;

(b) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal 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);

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

(d) not transfer any Personal Data outside of the UK unless the prior written consent of the Account Holder has been obtained and the following conditions are fulfilled:

a. the Account Holder or the Company has provided appropriate safeguards in relation to the transfer;

b. the Data Subject has enforceable rights and effective legal remedies;

c. the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

d. the Company complies with reasonable instructions notified to it in advance by the Account Holder with respect to the processing of the Personal Data.

(e) assist the Account Holder, at the Account Holder’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Account Holder without undue delay on becoming aware of a Personal Data Breach;

(g) at the written direction of the Account Holder, delete or return Personal Data and copies thereof to the Account Holder on termination of the Contract unless required by Domestic Law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this Clause 17 and immediately inform the Account Holder if, in the opinion of the Company, an instruction infringes the Data Protection Legislation.

17.5 The Account Holder consents to the Company appointing a third party processor as a third-party processor of Personal Data under the Contract. The Company confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement and in either case which the Company confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Account Holder and the Company, the Company shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Clause 17.5.

17.6 The Personal Data provided to the Company by the Account Holder, or obtained by the Company in the manner set out below, or otherwise relating to the Account Holder and/or Authorised User(s) will be processed by the Company for the following purposes:

17.6.1 to process Fuel Card(s) applications, to administer Fuel Card(s) accounts and respond to queries relating to Fuel Card(s);

17.6.2 prior to opening a Fuel Card(s) account, to make enquiries with, and obtain information relating to the Account Holder and/or Authorised User(s) from, third parties, including, without limitation, banks, financial institutions, credit reference agencies for the purposes of assessing credit worthiness and verifying identity;

17.6.3 where credit is granted to the Account Holder, the Company may also disclose details about the Fuel Card(s) account and the Account Holder and/or Authorised User(s)’s conduct regarding the Fuel Card(s) to credit reference agencies or debt collection agencies; and

17.6.4 for the purposes of complying with legal and regulatory requirements, such as anti-money laundering legislation, and for the prevention or detection of fraud. For this purpose we may share personal information with third parties, including, without limitation, the Police Service/Gardia, organisations involved in fraud prevention and detection and (for the purposes of complying with an order of the courts) banks, financial institutions and credit reference agencies.

17.7 The Company may disclose the Account Holder’s account information, including Personal Data relating to the Account Holder and/or Authorised User(s):

17.7.1 to its agents, sub-contractors or any Group Company;

17.7.2 to any third party service provider or product manufacturer or the Company where the Account Holder uses the Fuel Card(s) account to avail of such third party products or services; and/or

17.7.3 for any of the above purposes or for the purposes of performing the Contract or any other agreement that the Company or a Group Company has with the Account Holder.

17.8 The Company hereby notifies the Account Holder that it lawfully processes the Data of the Account Holder as Data Controller on the basis of; necessity for the performance of a contract and necessity for the purposes of legitimate interests in accordance with Article 6, Section 1 of the GDPR.

17.9 The Account Holder confirms it has obtained and will maintain all necessary consents from Authorised User(s) to the processing of Personal Data in the manner and for the purposes outlined in this agreement.

17.10 The Account Holder has the right to ask for a copy of the Personal Data held by the Company at any time. The Account Holder may be charged a reasonable fee if the request is either “manifestly unfounded or excessive”. The Account Holder also has the right to request the Company to correct any inaccuracy in his or her Personal Data or erase information. Additional rights available to the Account Holder include the right to object to direct marketing, to restrict the processing of their information and data portability. A person also has the right to request access to his or her Personal Data held by any credit and fraud agency from which the Company received Personal Data, and the Company is happy to supply their names and addresses upon request. A person should direct all requests and queries regarding Personal Dat (DPO@eg-otm.com).

17.11 The Account Holder approves that the Company is allowed to outsource the hosting of its data to a third party within the European Economic Area. The Company will ensure that such third party is legally bound to provisions at least equivalent to those in this Clause 17 regarding the Processing of Personal Data.

17.12 The Company shall implement appropriate technical and organisational measures to protect any Personal Data collected under the Contract against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of Processing.

18. CONFIDENTIALITY

18.1 Each party undertakes that it shall not at any time during the Term and for a period of one year after termination, however such termination occurs, disclose to any person any Confidential Information including but not limited to business, assets, affairs, customers, clients or suppliers of the other party  except as permitted by Clause 18.2.

18.2 Each party may disclose the other party’s Confidential Information:

(a) to its employees, officers, representatives, contractors or subcontractors or advisors who need to know such information for the purpose of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure its employees, officers, representatives or advisors to whom it discloses the other party’s Confidential Information comply with this Clause 18; and/or

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

18.3 No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

19. TAX
All amounts payable by the Account Holder under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Account Holder, the Account Holder shall, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the services of Products or both, as applicable, at the same time as payment is due for the supply of services or Products or both.

20. NOTICES

20.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(a) Delivered by hand or by pre-paid first class registered post or other next working day delivery services at its registered office; and

(b) Sent by email to the following address (or an address substituted in writing by the Company to be served):

a.Company – legal@eg-otm.com

20.2 Any notice shall be deemed to have been received if:

(a) Delivered by hand, at the time the notice is left at the proper address;

(b) If sent by pre-paid first class registered post or other next working day delivery service, at 09:00am on the second Business Day after posting; or

(c) If sent by email, at the time of transmissions, or, if this falls outside the usually business hours in the place of receipt, when the business hours resume.

20.3 This Clause does not apply to the service of proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

21. Anti-bribery

21.1 For the purposes of this Clause 21 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

21.2 Both the Account Holder, the Authorised User(s) and the Company shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use reasonable endeavours to ensure that:

    21.2.1     all of that party’s personnel;

    21.2.2     all others associated with that party; and

21.2.3     all of that party’s subcontractors;

involved in performing the Contract so comply.

21.3 Without limitation to Clause 21.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.

21.4 The Account Holder shall immediately notify the Company as soon as it becomes aware of a breach or a possible breach by the Account Holder or its Authorised User(s) of any of the requirements in this Clause 21.

21.5 Any breach of this Clause 21 by the Account Holder or its Authorised User(s) shall be deemed a material breach of the Contract that is not remediable and shall entitle the Company to immediately terminate the Contract by notice under Clause 15.

22. Anti-Slavery and ESG

22.1 The Account Holder, the Authorised User(s) and the company shall comply with the Modern Slavery Act 2015.

22.2 The Account Holder confirms and agrees that:

22.2.1 Neither the Account Holder, its Authorised User(s), officers, employees, agents or subcontractors:

(a) has committed an offence under the Modern Slavery Act 2015 (a “MSA Offence”); or

(b) has been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or

(c) is ware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA office or prosecution under the Modern Slavery Act 2015;

22.2.2 It has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 in its business and supply chain, and those of its officers, employees, agents or subcontractors, which will be made available to the Company on request at anytime throughout the term of the Contract.

22.3 The Account Holder shall notify the Company as soon as it becomes aware of a breach or a possible breach by the Account Holder or its Authorised User(s) of any of the requirements in this Clause 22.

22.4 Any breach of this Clause 22 by the Account Holder or its Authorised User(s) shall be deemed a material breach of the Contract that is not remediable and shall entitle the Company to immediately terminate the Contract by notice under Clause 15.

23. GENERAL

23.1 The Contract shall be governed by the laws of the England and Wales and be subject to the exclusive jurisdiction of the Laws of England and Wales.

23.2 The Account Holder shall not assign, subcontract or delegate any of its rights and obligations under the Contract in whole or part without the prior written consent of the Company.

The Company may at any time assign, subcontract, delegate any or all of its rights and obligations under the Contract.

23.3 Where any provisions of this agreement shall be prohibited by or adjudged by a Court to be unlawful, void or unenforceable, such provision shall to the extent required be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement and shall not, in any way, affect any other circumstances or the validity or enforcement of this agreement. Failure or delay by the Company in enforcing or partially enforcing any provisions of the Contract will not be construed as a waiver of any of its rights under Terms and Conditions the Contract.

23.4 The Account Holder shall immediately notify the Company of any change to the Account Holder’s details inclusive of address, email address, phone number and relevant bank account details.