Terms and Conditions of Hire

NORTHGATE VEHICLE HIRE LIMITED - TERMS AND CONDITIONS OF HIRE

These Terms apply to the hire of all vehicles by Northgate Vehicle Hire Ireland Limited (with a registered office at Eversheds, One Earlsfort Centre, Earlsfort Terrace, Dublin (company number 333586 (Ireland) (“we”, “us” or “our”) to any customer whose details are set out on the Account Application Form or Booking Form (as applicable) (“you” or “your”). By signing an Account Application Form or Booking Form/Hire Contract (as applicable) and/or allowing us to hire a vehicle to you, you acknowledge and agree that you shall be bound by these Terms.

 

  1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement the following words shall mean:

“Account Application” means the account application form entered into by you and us, setting out your details;

Additional Charges” means the charges set out at Clause 20 and such other additional charges specified in any Schedule or Special Terms and such other charges as may be agreed in writing by us;

Additional Equipment” has the meaning given in Clause 16.1;

Administration Fee” means an administration fee of €25 charged by us in certain circumstances to cover our administrative costs of dealing with an issue or circumstances;

Agreement” means the agreement entered into between you and us which governs the hire of all Vehicles by you including the Account Application Form and Booking Form (as applicable), these Terms and any Schedules or Special Terms document;

Authorised Officer”, “CVR Vehicle” “CVRT”, “CVR Inspector” and “Risk Rating” shall have the meaning given to them in the Road Safety Authority (Commercial Vehicle Roadworthiness) Act 2012

Booking” means a booking form/reservation form which has been accepted by us in accordance with Clause 3 and these Terms;

Booking Form” means the booking/reservation form entered into by you and us, setting out details of the Booking, or alternatively the relevant information being set out by email, telephone, by visiting a branch or via a third party booking platform;

Branch” means any Northgate Vehicle Hire branch in the Republic of Ireland;

Business Hours” means the hours in which the relevant Branch premises are open for business as set out from time to time at the following URL: https://www.northgatevehiclehire.ie/;

Charges” has the meaning given to it in Clause 19;

 “Damage” means any and all damage to a Vehicle, excluding a mechanical fault or failure (which is not caused, or contributed to by you), and any damage identified in the Vehicle Condition Report, and “Damaged” shall be construed accordingly;

 “Deposit” means a deposit, as set out on the Booking Form, payable by you in accordance with Clause 19.2 and which may be used by us in accordance with Clause 19.2;

 “Excess Mileage” means the surplus mileage by which the Actual Mileage exceeds the Estimated Annual Mileage.

12 Months+” has the meaning given in Clause 4.1;

Flexible Hire” has the meaning given in Clause 4.2;

Group” means in relation to any person, a subsidiary of that person or a holding company of that person or any other subsidiary of that holding company;

 “Insolvency Event” means if a party has a petition presented for its winding up, has a liquidator appointed to it or has an administrator, receiver or an examiner appointed to it or over part or all of its assets or enters into a composition with its creditors (save for the purposes of a bona fide reconstruction or amalgamation on terms approved by us in advance), and/or the party is unable to pay its debts as they fall due within the meaning of section 570 of the Companies Act 2014 or the party is declared bankrupt (or any event similar to the foregoing occurs in any jurisdiction);

 “Licence Term” has the meaning given in Clause 18.8;

Losses” means damages, losses, liabilities, claims, actions, penalties, costs (on a full indemnity basis) including the cost of legal and other professional services (legal costs being on an agent/client paying basis) and expenses and out of pocket disbursements properly incurred), proceedings, demands and charges whether arising under statute, contract or at common law or otherwise and including any tax thereon, in each case of whatever nature and Loss shall be construed accordingly;

On-hire” means the collection of a Vehicle by you from us or the delivery of a Vehicle by us to you on or around the Start Date (as specified in the Booking);

Off-hire” means the return of a Vehicle to us in accordance with Clause 6.2 and “Off-hiring” and “Off-hired” shall be interpreted accordingly.

Privacy Policy” means our privacy policy (which may be updated from time to time) found at https://www.northgatevehiclehire.ie/privacy-policy;

Policy” shall have the meaning given to it in Clause 15.1.1;

 “Regulations” means applicable legislation and legally binding rules or regulations of any kind (including orders, instructions or directions of a competent authority);

Rental Charges” means the hire charges for the Rental Period calculated in accordance with the Booking, or such other rate confirmed by us in writing, as may be amended in accordance with this Agreement;

Rental Day” means the twenty-four (24) hour period commencing at the time of On-hire and each subsequent twenty-four (24) hour period;

Rental Period” means the period from the Start Date to the Return Date (or Off-hire, if later);

Return Date” means the date on which the Vehicle is returned, with the due date for return being as set out in the Booking or if no such date is specified, such date as is agreed between you and us;

“CPI” means Consumer Price Index or any official index replacing it;

Schedule” means any separate schedule agreed between you and us which is expressly stated to form part of this Agreement;

Set-Up Fee” means a charge set out in the Pricing Schedule or such other sum confirmed by us in writing from time to time.

 “Software” means the proprietary software in machine readable object code form, provided to you as part of the Telematics Services;

Special Terms” means any terms and conditions agreed between you and us which expressly are stated to vary the terms and conditions set out in these Terms;

Start Date” means the date of On-hire set out in the Booking or such other date as we may agree with you prior to the date of On-hire set out in the Booking;

Telematics Charges” means the charges payable by you for the Telematics Device and the Telematics Services as set out in the Booking, or as is otherwise determined in writing by us;

Telematics Device” means a telematics device supplied by us to you in order to provide the Telematics Services;

Telematics Services” means the provision of telematics services via a software delivery model in which software and associated data are centrally hosted and accessible to you via an internet interface more particularly described in Clause 18;

Terms” means these terms and conditions set out in this document as amended from time to time;

 “Vehicle” means a vehicle described in any Booking and all other accessories provided with the vehicle including the spare wheel, tools and other accessories supplied with the vehicle, and the Additional Equipment (if applicable); and

Vehicle Condition Report” has the meaning given to it in Clause 5.2.1.2

In this Agreement: each reference to “include”, “includes” or “including” or “for example” shall be construed without limitation;

“subsidiary” and “holding company” shall have the meanings given to them by section 7 and 8 of the Companies Act 2014;

a statutory provision includes a reference to any modification, consolidation or re-enactment of the provision from time to time in force and all subordinate instruments, orders or regulations made under it except that, as between the parties, no modification, consolidation or re-enactment shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, either party;

a reference to “indemnify” or “indemnifies” means to indemnify and keep indemnified, and hold harmless, the party to be indemnified on demand on an after-tax basis;

a reference to a “party” shall mean either you or us as the context requires and “parties” shall mean you and us;

all clause and paragraph headings and references to them in this Agreement are for identification and indexing purposes only.  They shall be deemed not to be part of this Agreement and they shall not affect the construction or interpretation of this Agreement;

where the context otherwise requires, words importing the singular meaning shall include the plural meaning and vice versa and words denoting the masculine gender shall include the feminine and neuter genders;

where the context so admits, words denoting persons shall include natural persons, companies, corporations, firms, partnerships, limited liability partnerships, joint ventures, trusts, voluntary associations and other incorporated and/or unincorporated bodies or other entities (in each case, whether or not having separate legal personality) and all such words shall be construed interchangeably in that manner;

a reference to a “working day” shall mean any day on which banks are generally open for business in the City of Dublin (other than Saturdays, Sundays or public holidays); and

a reference to the doing of any act includes any attempt to do so, or to cause or permit any third party to do so, or attempt, the act in question.

 

  1. APPLICATION

2.1 The terms and conditions set out in this Agreement alone shall govern and be incorporated in every Booking for the hire of Vehicles made by or on behalf of us. They shall apply in place of and prevail over any terms or conditions contained or referred to in any documentation submitted by you, in correspondence or elsewhere, or implied by trade custom, practice or course of dealing.

2.2 Collection of, or acceptance by you of delivery of the Vehicle shall be deemed to constitute unqualified acceptance of this Agreement.

2.3 From time to time we and you may enter into separate Schedules which set out additional terms agreed between you and us in relation to this Agreement and/or Special Terms which set out any variation agreed between you and us to these Terms. Schedules, Special Terms and any other variation of this Agreement will only be valid if they are in writing and signed by a director or authorised representative of you and us.

2.4 In the event of a conflict between the documents comprising this Agreement, the following order of precedence shall prevail:

2.4.1 Schedules;

2.4.2 Special Terms

2.4.3 the Terms.

 

  1. MAKING A BOOKING

3.1 To become a customer of us you must first accurately complete an Account Application Form. We will also provide you with the pricing details for the vehicles you may wish to rent from us.

3.2 You understand and agree that the Account Application Form will be used by us to assess your credit rating for our internal purposes.

3.3 Once the Account Application Form has been duly completed and accepted by us you will be able to make any number of subsequent Bookings by completing the Booking Form/Hire Contract

3.4 On receipt of a Booking Form from you, we may accept the Booking Form and if accepted we will provide you with the requested Vehicles subject to nothing in this Agreement obliges us to accept any Account Application Form or Booking Form.

3.5 You must notify us if your financial circumstances change and this may affect your ability to pay the Charges

3.6 You acknowledge and agree that the person in possession of the Vehicle shall be the “Owner” for the purposes of the Road Safety Authority Acts 2006 and 2012

  1. 12 MONTHS+ AND FLEXIBLE HIRE & PRICE

Vehicles will be hired to you in one of the two following ways:

4.1 for a minimum Rental Period, meaning that there is a defined period for hire of the Vehicle (and a set Return Date of the Vehicle) as set out in the Booking Form (“12 Months+”); and

4.2 for a flexible Rental Period, meaning that although a Return Date might be specified on the Booking Form, you may return the Vehicle to us before the Return Date or after the Return Date (“Flexible Hire”).

PRICING

4.3 We will supply to you a schedule with prices regarding the Vehicles you have indicated to us you wish to take On- Hire (“Pricing Schedule”), any Vehicles not listed on the Pricing Schedule, but you wish to On-Hire will be subject to our standard tariff rates.

4.4 The Pricing Schedule will set a timeframe during which the prices stated will be valid. If the Pricing Schedule does not expressly contain a timeframe during which the prices stated are valid, the prices stated shall be valid for the following periods: a) for Flexible Hire the prices stated shall be valid for a period of 28 days; b) for 12 Months+ the prices shall be valid for a period of 90 days from the date the prices were generated. Accordingly, any vehicles placed On-Hire after the 28 day or 90 day period may be subject to a different Pricing Schedule with increased or decreased prices.

4.5 All prices provided to you are excluding VAT and are subject to VAT at the prevailing rate.

4.6 We shall review our prices from time to time and will inform you in advance of any resulting price changes and the date from which they shall take effect.

4.8 If we, with your consent, order a vehicle from the manufacturer in order to fulfil a specific/bespoke request made by you, the Rental Charges shall commence the later of the date specified on the Booking Form (or otherwise agreed between us) and the date the vehicle is made available to you (not the date of On-Hire). Any variation must be in accordance with 29.1.

 

  1. VEHICLE ON-HIRE/DELIVERY

5.1 You shall in accordance with the Booking, take the Vehicle On-hire on the Start Date.

5.2 Before On-hire, you or your representative may be asked to sign an electronic device or document to confirm the condition of the Vehicle at the Start Date (the “Vehicle Condition Report”).  You acknowledge and agree that any of your employees are authorised to sign a Vehicle Condition Report on your behalf.

5.3 If we leave a Vehicle Condition Report for you to check (or email it to you), you shall check it and contact us if there is anything that you do not agree with either before you use the Vehicle or by 9.00am on the day after delivery (whichever is soonest). If we have not been notified by 9am on the day after delivery you are deemed to have agreed to and accepted the Vehicle Condition Report.

5.4 If we attempt to deliver a Vehicle to a location specified by you at the start of the Rental Period or if you fail to collect the Vehicle on the Start Date (as applicable) and you are not available to receive the Vehicle or do not collect the Vehicle, we reserve the right to charge you for all costs incurred in any failed delivery and (if it is a 12 Months+) you will be liable to pay the Rental Charges from the start of the Rental Period even though you have not taken delivery of, or collected, the Vehicle. We will use reasonable endeavours to arrange another suitable delivery date or to offer to make available the Vehicle for collection for you, but if you fail to take delivery of, or collect the Vehicle within a period of ten (10) working days from the Start Date, we shall be entitled to terminate this Agreement and charge you for the sums set out in this Clause 5.4.

  1. Vehicle Return

6.1 You will remain liable for any loss of or damage to the Vehicle and are obliged to comply with the terms of this Agreement until the procedure for Off-hiring the Vehicle set out in this Clause 6 has been completed.

6.2 Where the Vehicle is on 12 Months+, you must return the Vehicle to a Branch on or before the Return Date. Where the Vehicle is for a Flexible Hire period, you may return the Vehicle to a Branch on the Return Date, or before or after the Return Date.

6.3 If you return a Vehicle on 12 Months+ before the Return Date the following charges apply:

6.3.1 If the Rental Period is less than 12 months you will remain liable for Rental Charges for the entire 12-month period;

6.3.2 If the Rental Period is more than 12 months you will be liable for Rental Charges up to the Return Date calculated by reference to the difference in price between the Rental Charges you have paid, and the pricing band of the rental charge for next level of  12Month+ , i.e. if you contract for 24 months and off hire after 18 months you will be required to pay the difference between the 24 month price band and the 12 month price band for the 18 months’ of hire. The price bands are set out in the Pricing Schedule.

6.4 If you fail to return the Vehicle at the agreed time on the Return Date, and the Vehicle is on Flexible Hire the Rental Charges payable shall be recalculated to include an additional charge in respect of the number of Rental Days between the Return Date and the actual date that the Vehicle is returned.

6.5 To take the Vehicle Off-hire you must either:

6.5.1 return the Vehicle on the Return Date during Business Hours to the Branch identified in the Booking or otherwise agreed by us; or

6.5.2 contact us to arrange for us to collect the Vehicle on the Return Date and make such Vehicle available for collection.

In each case the Off-hire will be affected when the keys for the Vehicle have been handed to our representative and the individual returning the Vehicle signs the Off-hire form and a Vehicle Condition Report (except that the Off-hire form and a Vehicle Condition Report do not need to be signed if Clause 6.6 applies).

6.6 If you wish to return a Vehicle to any Branch outside Business Hours you should arrange this with the manager of the Branch and the Vehicle will be your responsibility (and therefore your obligation to insure the Vehicle continues) until the time at which the Branch opens for business and you shall be liable to us for any and all Losses we suffer during this time (including any Damage to the Vehicle).  If this Clause applies you shall leave the keys for the relevant Vehicle in such location as is approved by the manager of the Branch in advance (although such Vehicle remains at your risk notwithstanding our agreement to the location of the keys of the Vehicle).

6.7 If we attempt to collect a Vehicle from you at a location specified by you at the end of the Rental Period and you are not available (or are otherwise unable) to return the Vehicle we reserve the right to charge you for all costs incurred in the failed collection and any Rental Charges for each Rental Day (or part day) on which you retain possession of the Vehicle after the date we attempted to collect the Vehicle at the end of the Rental Period.  We will use reasonable endeavours to arrange another suitable collection date, or you can deliver the Vehicle to a Branch.

6.8 At Off-hire, you shall return the Vehicle in the same condition as was identified in the Vehicle Condition Report (fair wear and tear excepted).

6.9 If you fail to return the Vehicle in accordance with Clause 6.8 and the Vehicle is (in our reasonable opinion) economical to repair, the Rental Charges payable shall be recalculated to include the time of repair and the time to obtain authorisation for such repair and where:

6.9.1 the cost of the repair is under €1,000 the charge shall be calculated based on the Rental Charge for the estimated number of labour days the repairs will take; or

6.9.2 the cost of repair is over €1,000 the charge shall be calculated as set out in Clause 6.9.1 with the addition of the Rental Charges for the number of days you take to authorise the repair in accordance with Clause 12,

and in any event, the charges set out in this Clause 6.9 shall not exceed the Rental Charges for twenty-eight (28) days.

6.10 If you fail to return the Vehicle in accordance with Clause 6.8 and the Vehicle is (in our reasonable opinion) beyond economic repair you will be liable to pay the market value of replacement of the Vehicle less any salvage value where applicable (notified to you by us) (the “Market Value”), and the Rental Charge, which shall be payable from the date of return of the Vehicle until the earlier of (i) the date we receive from you payment of the Market Value; and (ii)  twenty eight (28) days after the date of return of the Vehicle by you to us.

6.11 If you fail to return the Vehicle on the Return Date due to theft of the Vehicle and the Vehicle is not recovered you will be liable to pay us the Rental Charge until settlement in full is received from you for the replacement cost (calculated in accordance with market value using CAP index) up to a maximum of twenty eight (28) days.

6.12 If at Off-hire we are required to remove materials or equipment from a Vehicle you shall be responsible for the costs associated with this removal (including the Rental Charge for any days or part thereof on which the Vehicle cannot reasonably be hired to a third party due to the materials or equipment needing to be removed) and any subsequent cleaning of the Vehicle.

6.13 If, upon return of a Vehicle, any evidence of smoking is found, or the Vehicle is otherwise in an unacceptably dirty or unusable condition, we reserve the right to pass on the charge to valet the Vehicle, any other associated charges and the Administration Fee.

  1. 12 MONTH+ CHANGING A VEHICLE

7.1 If you hired the Vehicle under 12 Months+ agreement you may request to change the Vehicle once during the Rental Period. Such change can be for a same or different vehicle from our core fleet. We will use our reasonable endeavours to accommodate any such request subject to availability, changes to the Rental Charges depending on the Vehicle and other charges may be applicable (for example, for Additional Equipment), as well as payment of the Administration Fee, Damage or for Excess Mileage calculated on a pro-rata basis).

7.2 We may require that we change any Vehicle On-hire to you at any time during the Rental Period for any reason.  Where we do so, we shall change the Vehicle without any change to the Rental Charges and replace with a like-for-like Vehicle where possible.  If you fail to comply with any demand by us to change a Vehicle, we shall be entitled to terminate this Agreement and/or any Booking and repossess the Vehicle(s) in accordance with Clause 10.

  1. FUEL AND MILEAGE CHARGES

8.1 Upon Off-hire you shall return the Vehicle with a full fuel tank.  The fuel level will be recorded at the point you return the Vehicle to our Branch, or the point the Vehicle is collected by us (as applicable).

8.2 You shall pay the cost of replacement fuel where the Vehicle is returned without a full tank at our prevailing rate.

8.3 The Rental Charge is calculated (among other things) in accordance with your estimated annual mileage (“Estimated Annual Mileage”). You must ensure that the Estimated Annual Mileage you give us at the time of Booking is accurate to the best of your knowledge and belief. You shall promptly inform us if you have reasonable cause to believe that you have or are likely to exceed the Estimated Annual Mileage on any Vehicle.

8.4 We reserve the right to monitor throughout the Rental Period your actual mileage (“Actual Mileage”) (whether this is via information given by or requested from you or at any time we have contact with the Vehicle, for example for a service or repair or collected via a Telematics Device) and compare this against your Estimated Annual Mileage. In the event that your Actual Mileage exceeds or is likely to exceed (on a pro rata basis) the Estimated Annual Mileage, we reserve the right to:

8.4.1 invoice you for the Excess Mileage retrospectively over the Rental Period already expired such sum as set out in the Pricing Schedule for every mile the Actual Mileage exceeds the Estimated Annual Mileage (on a pro rata basis)); adjust your Estimated Annual Mileage for the remainder of the Service Period to reflect your Actual Mileage and therefore adjust the Rental Charge accordingly for the remainder of the Service Period.

  1. YOUR GENERAL OBLIGATIONS

9.1 During the Rental Period you shall:

9.1.1 keep the Vehicle free from legal process or lien, fully protected and secured;

9.1.3 check on a daily basis the engine oil level, water level in radiator, washers and wipers, lights, wheel nuts and brake fluid level, tread depth and inflation on all tyres;

9.1.4 ensure the Vehicle is driven using reasonable skill and care and in accordance with any applicable road use rules (including the Rules of the Road 2013 and all other applicable laws and Regulations);

9.1.5 ensure that no smoking is carried out in the Vehicle; and

9.1.6 if requested by us on reasonable notice make the Vehicle available for inspection, service or repair work.

9.2 During the Rental Period you shall not use the Vehicle:

9.2.1 for the carriage of passengers for hire or reward;

9.2.2 for any illegal purpose or in contravention of any Regulations affecting the Vehicle, its use or construction;

9.2.3 if the Vehicle exceeds 3.5 tonnes gross vehicle weight unless you have obtained a valid Operator’s Licence in accordance with the Road Transport Act 2011, and supplied a copy of the same to us;

9.2.4 for any off-road driving;

9.2.5 for competitive racing of any nature;

9.2.6 to propel or tow any other vehicle or trailer unless the Vehicle is properly equipped to tow in which case towage weights must be adhered to at all times. It is your responsibility to ensure any such towing is appropriate and undertaken with due skill and care to ensure no damage is caused to the Vehicle or to the trailer being towed. We shall have no liability for the insurance of, or any damage to, any towed trailer howsoever caused; and

9.2.7 outside of the Republic of Ireland without our prior written consent. 

9.3 You shall ensure the Vehicle is not driven by any driver who:

9.3.1 does not hold a valid driving licence for the class of vehicle to which the Vehicle belongs;

9.3.2 is not covered fully by a comprehensive insurance policy.

9.4 You shall not modify or alter the Vehicle in any way without our prior written consent and you shall be liable for any and all costs incurred by us to reverse such modifications (including rectifying any damage caused by modifications or their reversal and any servicing and safety checks following such reversal). 

  1. RISK AND TITLE

10.1 The Vehicle is at your risk from the time of delivery or collection (as applicable), including any Additional Equipment contained or installed in or upon the Vehicle.

10.2 Notwithstanding delivery and passing of risk, ownership of the Vehicle shall not pass to you at any time during the Rental Period (or otherwise), unless we and you expressly agree in writing that we will sell the Vehicle to you (in which case ownership will pass in accordance with the terms of such sale).

10.3 We reserve the right to repossess any or all Vehicles On-hire to you:

10.3.1 upon the happening of any Insolvency Event;

10.3.2 upon termination of this Agreement or Booking; you grant to us, our agents and employees an irrevocable right and licence to enter your premises with or without vehicles during normal business hours for the purpose of inspecting and/or repossessing Vehicles to which we have retained title.  This right and licence shall continue to subsist notwithstanding the termination for any reason of a Booking or this Agreement and is without prejudice to any or our accrued rights under this Agreement or otherwise.

  1. ROUNTINE MAINTENANCE

11.1 If during the Rental Period a service of the Vehicle becomes due because either the date for service is in less than two (2) weeks or the Vehicle mileage at which a service is required is within 1,000 miles (each of which is identified in the window of the Vehicle) you shall contact us to arrange a service of the Vehicle.

11.2 If you fail to contact us to arrange a service under Clause 11.1 we reserve the right to recover any Losses we incur which are caused by the failure to carry out the service at the time it was due.

11.3 In addition to the service requirements set out above each party shall be required to notify the other in relation to the additional maintenance elements set out below:

 

We will contact you

You need to contact us

Service due based on kilometres

-

Yes

Service due based on time

Yes

-

Commercial Vehicle Roadworthiness Testing (CVRT due)

Yes

-

Tail lift inspection due

Yes

-

Tachograph inspection due

Yes

-

HGV Compliance

Yes

Yes

Any Damage (Body, tyres, glass)

-

Yes

Worn Tyres

-

Yes

 

  1. DAMAGE, FAULT AND THEFT

12.1 You shall promptly:

12.1.1 inform us if any Vehicle is Damaged, a fault develops in any Vehicle or a Vehicle is otherwise lost or stolen and inform your insurance company;

12.1.2 supply us with a Garde crime reference number if a Vehicle is stolen or otherwise involved in a criminal act;

12.1.3 at our request:

(a) carry out all acts and things as may be reasonably required by us for the purpose of repairing or recovering a Vehicle;

(b) enforce any rights or remedies against and/or obtain relief from other parties;

(c) deliver to us every document of any kind received by you relating to any claim involving the Vehicle where an accident or theft has occurred;

(d) provide all assistance as is reasonably required by us in relation to the defence or investigation of any claim involving the Vehicle where an accident or theft has occurred including not aiding or abetting any claim against us; and

(e) ensure all information you provide is accurate, complete and not misleading.

12.2 You shall be responsible for the cost of repairing any Damage and hereby authorise us to carry out any repairs and invoice you for the same up to a maximum of two thousand euros (€2,000) excluding VAT per occurrence of Damage. 

12.3 If the cost of repairing any Damage exceeds two thousand euros (€2,000) excluding VAT we will notify you (including providing a claim pack which includes all relevant information) and you shall have seven (7) days from the point of receipt of the notice to involve your insurers (if applicable) and give us approval to proceed before we commence repairs.  If we do not receive a response within seven (7) days, you will be deemed to have consented to the repairs and we will instruct repairs and invoice you for these costs.

12.4 We may, at our option, elect not to repair Damage, but if we elect not to carry out such repairs at that time we reserve the right to charge you an amount equal to the cost of the repair works that would otherwise be required and which we may carry out in the future. 

12.5 You acknowledge and agree that you:

12.5.1 shall not without our prior consent incur any liability for repairs to the Vehicle in excess of €25;

12.5.2 shall not without our prior written approval carry out yourself and/or engage any third party to carry out repairs on a Vehicle which we have not approved in writing;

12.5.3 are not our servant or agent for any purpose and shall not hold yourself out as such; and

12.5.4 are not entitled to make any claim against us for loss of or damage to any property left stored or transported in or upon the Vehicle. 

12.6 Where applicable, the protection of data held in the Vehicle’s tachograph is your sole responsibility and we shall not be liable in any way whatsoever if you have not taken the necessary steps to protect and back-up the data.

12.7 If any act or omission or failure to comply with this Agreement by you causes or contributes to the invalidation of the manufacturer’s warranty of the Vehicle you will be responsible for any and all costs incurred by us that are associated with this invalidation.

12.8 If the keys to any Vehicle are lost whilst the Vehicle is in your care, we may need to replace the full lock set in the Vehicle for security reasons.  In such circumstances you will be responsible for the cost of doing so (including spare keys) and the Administration Fee.

12.9 If we are required to attend an event relating to a Vehicle (including if a misfuelling happens, the Vehicle lights are left on, a puncture occurs, a Vehicle is damaged, or an accident occurs) we may make a reasonable charge for doing so.

  1. LOSS OF USE

13.1 In addition to the cost of repairing any Damage as set out in this Agreement, you will also be liable to pay the Rental Charges for the period during which the Vehicle is being repaired or the period between a Vehicle being stolen and, if applicable, returned to us, to reflect the loss of use of the Vehicle (up to a maximum of the Rental Charges for a period of twenty eight (28) days) in accordance with Clause 6.9.1 and 6.9.2.

13.2 If you require a replacement Vehicle from us during any period in which a Vehicle is being repaired or the period during which a Vehicle is stolen, you shall be responsible for the Rental Charges in respect of that replacement Vehicle, in addition to the charges identified at Clauses 6.9.1, 6.9.2,12.2,12.3 and12.4, and 13.1.

13.3 for the period during which the Vehicle is not allowed to be driven in a public place at the direction of an Authorised Officer or CVR Inspector;

  1. FINES, PENALTIES AND CHARGES

14.1 You shall be liable (where applicable as “owner”) for any charges, penalties, offences or fines incurred during the Rental Period due to your acts or omissions (or those of any driver of the Vehicle) under any applicable laws or Regulations including in relation to any driving, parking, lighting, loading or unloading offence and including fixed penalty charge notices, parking fines, bus lane fines, fines relating to toll charges..

14.2 If we receive notice of any penalty charges from the relevant issuing authority (which shall include private parking companies), we will pay any penalty charges that are notified to us. We will not query any such penalty charges, nor will we notify you prior to payment.

14.3 You agree to pay to us upon demand any fines, penalties and charges we pay in accordance with Clause 14.2 plus the Administration Fee for processing the same.

14.4 If we are notified of any penalty charges or other offences which require driver details we will supply your details to the issuing authority who will contact you directly in relation to the fine or notice.  We will charge the Administration Fee in respect of the processing of these penalty charge notices.

14.5 If you register the Vehicle on any account for the payment of congestion charges or toll roads, it is your sole responsibility to remove the Vehicle from your account at the end of the Rental Period.

  1. INSURANCE

15.1 You shall ensure during the relevant Rental Period that:

15.1.1 all Vehicles hired to you including any replacement vehicles are covered by you with a fully comprehensive insurance policy (the “Policy”) for the Rental Period and until completion of the Off-hire process in accordance with Clause 6;

15.1.2 you notify your insurers that you are neither the registered owner nor keeper of the Vehicle;

15.5.3 the Vehicle is added to the Motor Insurance Bureau’s database;

15.1.4 you comply with the requirements of the Policy and procure that any drivers you permit to use a Vehicle also comply with the terms of the Policy;

15.1.5 any driver using a Vehicle(s) will hold and will not have been disqualified from holding or obtaining a driving licence valid for the relevant Vehicle(s); and

15.1.6 you will notify us in writing as soon as reasonably practicable of any change to your Policy including changes in terms, excesses or insurance company.

15.1.7. the Policy is valid and applicable while any CVR Inspector is driving the Vehicle

15.2 As soon as reasonably practicable after the date of the Booking you shall supply to us a copy of the relevant certificate of motor insurance covering the Vehicle being hired and supply us with copies of the renewal certificates as appropriate.  We shall not be under any obligation to supply a Vehicle to you unless and until we have received copies of the relevant certificate of motor insurance covering the Vehicle being hired and the renewal certificates as applicable as soon as reasonably practicable after the relevant renewal date.

15.3 If your insurers fail to provide cover or grant an indemnity under the Policy in respect of any claim made under the Policy by you, a third party or any official organisation concerned in settlement procedures under any applicable road use rules including all applicable laws and Regulations, in respect of any loss or damage to the Vehicle or other parties costs, you shall indemnify us against all Losses suffered by us arising out of or in connection with any and all loss and Damage to any Vehicle hired by you (including replacement vehicles), up to a maximum amount equal to the value of such Vehicle (as determined by us, acting reasonably).

  1. ADDITIONAL EQUIPMENT

This Clause 16 shall only apply if we agree to provide you with Additional Equipment (as set out on the Booking Form, or as otherwise agreed in writing).

16.1 You may request that any Vehicle you hire from us is customised with additional equipment and/or branding (for example van racking, roof racks, tow bars, company branding, air conditioning, specific colour of vehicle) (“Additional Equipment”).

16.2 You acknowledge and agree that the charges for the Additional Equipment are in addition to the Rental Charges for the relevant Vehicle. If the Vehicle is subject to a 12 Months+ Rental Period, the charges will be split over the term of that Rental Period if that period is 24 months or greater. If less than 24 months the cost must be paid for upfront. If the Vehicle is subject to a Flexible Hire Rental Period, then we will split the charge for the Additional Equipment over the estimated Rental Period or period mutually agreed. If you continue to hire the Vehicle after the estimated Rental Period, the Rental Charge will be continued over the hire period. Alternatively, you have the option to pay for the addtional equipment up front. 

16.3 If any Vehicle is Off-hired before the charges for the Additional Equipment have been paid in full, we reserve the right to invoice you for the Additional Equipment charges. We reserve the right to recharge the outstanding percentage of the total cost of the specific item or items and invoice you accordingly.

16.4 You will be liable for and will indemnify us against any Losses we incur as a result of your use of any intellectual property as Additional Equipment on the Vehicle (including any claims that the branding applied to a Vehicle infringes the intellectual property rights of a third party). 

  1. TRAVEL OUTSIDE THE REPUBLIC OF IRELAND

17.1 In the event you wish to take any Vehicle outside the Republic of Ireland, you must agree this with us in writing in advance and comply with certain additional insurance requirements as notified by us. If we consent, we will charge the Administration Fee for completing the additional paperwork required by us to permit you to take the Vehicle outside the Republic of Ireland.

  1. TELEMATICS

This Clause 18 shall only apply if we agree to provide you with Telematics Devices and Telematics Services (as set out on the Booking, or as otherwise agreed in writing).

18.1 Subject to the payment of the Telematics Charges when due, we shall supply, and you shall accept and pay for, the Telematics Services.

18.2 We shall supply the Telematics Services:

18.2.1 in accordance with this Agreement; and

18.2.2 using reasonable care and skill.

18.3 Unless otherwise agreed in writing by us, all dates or other times for delivery of the Telematics Services agreed in writing by us are estimates only, except that we shall use our reasonable endeavours to perform the Telematics Services no later than the date or time stated, and in default of a date or time being agreed in writing, the Telematics Services shall be delivered from the Start Date.

18.4 You may not postpone or cancel performance of the Telematics Services or part thereof except with our prior written consent.

18.5 We are entitled to determine the manner in which the Telematics Services are performed.

18.6 We are discharged from performing our obligations under this Clause 18 where, to the extent, and for so long as the following circumstances affect performance:

18.6.1 we have been provided with inaccurate, incomplete or misleading information; or

18.6.2 you are in breach of this Agreement.

18.7 Where Clause 18.6 applies:

18.7.1 we shall notify you as soon as reasonably practicable, and shall use our reasonable endeavours to continue to perform this Agreement but shall not be liable for any failure to do so (including any delayed or defective performance); and

18.7.2 you shall reimburse us on demand in respect of all Losses incurred by us in performing our obligations under this Agreement as a result.

18.8 The supply of the Telematics Services shall begin on the Start Date for the relevant Vehicle(s) and, subject to earlier termination in accordance with its terms, shall continue until Off-hire (the “Licence Term”). We grant you the right to use the Telematics Devices for the Licence Term.  You must return all Telematics Devices in full working order to us upon Off-hire of the Vehicle.

18.9 If you can demonstrate that the Telematics Services do not comply with the requirements of Clause18.2, we shall re-perform the Telematics Services within a reasonable period of time, but this is your only remedy in respect of a breach of Clause 18.2 or otherwise in respect of the provision of the Telematics Services by us.

18.10 We may terminate the supply of the Telematics Services on one (1) months’ notice to you in writing.

18.11 The parties acknowledge and agree that providing there is not a change to the Telematics Services which has a material detrimental impact on the features or functionality of the Telematics Services, we may at our discretion change the functionality of the Telematics Services as currently set out in this Clause 18.

18.12 We shall not be required to provide any aspect of the Telematics Services at your premises.  All aspects of the Telematics Services will be delivered remotely.

18.13 Any new feature, improvement or modification implemented by us into the Telematics Services which are more generally available to all of our customers shall be included in the Telematics Services. 

18.14 You shall not (except to the extent permitted by applicable law):

18.14.1 access all or any part of the Telematics Services in order to build a product or service which competes with the Telematics Services;

18.14.2 attempt to obtain or assist third parties in obtaining, access to the Telematics Services;

18.14.3 copy the Software in whole or in part;

18.14.4. introduce any virus, code or software into the Software; or

18.14.5 use the Software otherwise than in accordance with this Agreement.

18.15 You shall use reasonable endeavours to prevent any unauthorised access to, or use of, the Telematics Services and notify us promptly of any such unauthorised access or use.

18.16 You shall not cause or permit the Telematics Services to be used by any person who is not your employee unless expressly authorised to do so under this Agreement. 

18.17 We give no guarantee or warranty as to the availability of the Telematics Services.

18.18 Ownership of the Telematics Devices shall remain with us at all times.

18.19 You shall comply with our instructions from time to time regarding use, storage, maintenance and repair of the Telematics Devices and shall not remove or tamper with or attempt to remove or tamper with the Telematics Devices.

18.20 If the Telematics Device is damaged beyond repair or destroyed or where its repair would be uneconomic, we shall provide you with a replacement Telematics Device.

18.21 You shall pay the Telematics Charges in accordance with Clause 19 or as otherwise agreed in writing by us.

18.22 We will provide you with up to five log in accounts for the website through which the Telematics Services are provided. If you require more than five (5) log in accounts, an additional charge per log-in shall be levied, which shall be payable in accordance with Clause 19.

18.23 The website will provide in an online and downloadable format the following information about the Vehicles to which the Telematics Services apply (depending on which level of Telematics Services have been taken):

18.23.1 Vehicle monitoring - provides Vehicle mileage and location data; and

18.23.2 Driver behaviour - provides information on driver behaviour, including the way a Vehicle is driven.

18.24 If there is a fault with the website through which the Telematics Services are provided we will endeavour to rectify the fault as soon as possible but we expressly exclude any responsibility for rectifying such faults or liability in request thereof where the fault arises out of or in connection with:

18.24.1 a problem with the mobile network through which the information is transmitted; or

18.24.2 the hosting of the website by a third party on our behalf.

18.25 We reserve the right to suspend the Telematics Services by reasonable notice to you in order to undertake maintenance work. 

18.26 You acknowledge and agree that you will lose access to telematics data relating to a specific Vehicle at the time that Vehicle is Off-hired.

  1. CHARGES AND PAYMENT

19.1 You shall pay to us in accordance with this Agreement:

19.1.1 the Rental Charges;

19.1.2 any Additional Charges;

19.1.3 the Set-Up Fee (if applicable)

19.1.4 the Telematics Charges (if applicable); and

19.1.5 any other amount due to us by you under this Agreement,

(together the “Charges”).

19.2 You agree to pay the Deposit to us on the Start Date.  The Deposit is a payment against default by you of payment of the Rental Charges, any Additional Charges due in accordance with Clause 20 or any other charges which fall due under this Agreement and/or any loss or Damage to the Vehicle whilst in your possession. If you fail to pay any sums due in accordance with this Agreement, we shall be entitled to apply the Deposit against such default.  You agree to pay to us any sums deducted from the Deposit within ten (10) working days of a demand for the same. Subject to us setting off the Deposit against any outstanding sums owed to us upon termination or expiry of this Agreement or the Booking, we will refund the Deposit (or balance thereof) to you within ten (10) working days of the end of the Return Date.

19.3 Subject to Clause 19.4, we shall be entitled to issue invoices in respect of all Charges incurred in a month before the last day of the relevant month (apart from certain Additional Charges which may be invoiced as and when they arise) and payment shall be due by you by direct debit on the last working day of the month after the month in which the invoice is dated.

19.4 For the avoidance of doubt, where we are not satisfied with any credit checks which we undertake, we will notify you of the payment terms that shall apply in writing, such payment terms to apply in place of those set out in Clause 19.3.

19.5 We shall have a right of set off against any amount due from you to us or any member of our Group, any sum or sums which at the date of set off are due and owing to you from us or any member of our Group.

19.6 Notwithstanding any agreed period of credit, or the remedies available to us under Clause 19.15 if any invoice is overdue for payment the balance of your account becomes immediately due and payable.

19.7 All sums stated or referred to in this Agreement are exclusive of VAT which (if applicable) shall be added to our invoice at the appropriate rate.

19.8 In respect of Flexible Hire, we shall be entitled to increase the Charges, from the anniversary of each Start Date upon thirty (28) days' prior notice to you. In respect of 12 Months+, we shall be entitled to periodically increase the Charges upon 28 days prior notice (Notice Period) in writing to you in accordance with clause 19.9 below.

19.9 We are entitled to increase Charges as indicated by the percentage increase in CPI during the Rental Period without recourse to yourself. In the event that our increase to the Charges exceed CPI, you shall have the right to return any Vehicle taken under a 12 Month+ product within the Notice Period and the following Rental Charges shall apply:

19.9.1 if the Rental Period is less than 12 months you will remain liable for the Rental Charges to the date of Off-Hire and not the entire 12-month period;

19.9.2 if the Rental Period is more than 12 months you will be liable for the Rental Charges based on the original agreed price band stated on the Pricing Schedule at the time the Vehicle was taken On-Hire.

19.9.3 any Charges relating to Additional Equipment (if any) that have been spread over the Rental Period shall cease at the date of Off-Hire. 

19.10 If in the event that the Vehicles are still On-Hire to you on expiration of the Notice Period, you shall be deemed to have accepted the adjustment to the Charges and shall be bound by the revised terms and will be charged at the increased rate from expiration of the Notice Period.

19.11 Nothing within clause 19 shall prejudice any other rights or obligations contained in this Agreement, save that clause 19.9 takes precedence over clause 6.3 

19.12 No payment shall be considered paid until it is received by us in euros, in cleared funds in full to such bank account as nominated by us from time to time. Subject to Clause 19.13, payment shall be made by you in full without any set-off, deduction or withholding whatsoever.

19.14 In the event you reasonably and genuinely dispute any invoice, you shall notify us as soon as possible after receipt of the invoice (and in any event at least seven (7) working days before payment is due) and we shall investigate the dispute and shall notify you of any amendments to the disputed element of the invoice. Our decision in respect of a disputed invoice shall be final.

19.15 Subject to Clause 19.16, if we have not received payment by the due date, and without prejudice to any other rights and remedies we have, we may:

19.16.1without liability to you, suspend the performance of this Agreement until payment in full has been made;

19.16.2 charge interest on a daily basis on such due amounts at an annual rate equal to 5% over the then current base lending rate of the ECB from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment; and/or

19.16.3 immediately terminate this Agreement without further liability to you or any obligation to refund any sums already paid.

  1. ADDITIONAL CHARGES

20.1 In addition to the Rental Charges (and without prejudice to any other rights or remedies or other Losses recoverable by us under this Agreement or under law), you may also be liable for the following additional charges under this Agreement:

20.2 failed delivery or collection in accordance with Clause 5.4;

20.3 vehicle return charges in accordance with Clause 6;

20.4 fuel charges and excess mileage in accordance with Clause 8;

20.5 unauthorised modifications in accordance with Clause 9.4;

20.6 failed servicing in accordance with Clause 13;

20.7 damage, fault and theft charges in accordance with Clause 12;

20.8 loss of use in accordance with Clause 13;

20.9 fines, penalties and charges in accordance with Clause 14;

20.10 any Additional Equipment charges in accordance with Clause 16;

20.11 any charges for using the Vehicle outside the Republic of Ireland in accordance with Clause 17;

20.12 any charges set out in any Schedule or Special Terms; and

20.13 any Administration Fees, as set out in this Agreement;

20.14 any breach of the Road Vehicles (Registration and Licensing) Regulations 1992 to 2014;

20.15 any excess charge incurred under the Road Traffic Acts 1961 to 2015 or other applicable legislation;

20.16 any charges made by any statutory or regulatory body as a result of seizure of the Vehicle together with any loss of rental income arising whilst the Vehicle is seized;

20.17 where applicable any liability arising under any other regulation or breach of road traffic related legislation

 (together, the “Additional Charges”) 

  1. LIABILITY

21.1 Subject to the provisions of Clauses 6.9 and 13 and Clause 21.4 we shall not be liable to you and you shall not be liable to us for any indirect, special or consequential loss of any nature whatsoever, whether or not such losses were reasonably foreseeable or the party in default or its agents had been advised of the possibility of the other incurring such losses.

21.2 We shall not be liable to you for any loss of or damage to property left, stored or transported in or upon a Vehicle.

21.3 Subject to Clause 21.4 our total aggregate liability arising out of or in connection with:

21.3.1 a Booking (if applicable) (whether such liability arises in contract, tort (including negligence) or otherwise) shall not exceed fifty thousand euros (€50,000);

21.3.2 the supply of Telematics Services (if applicable) (whether such liability arises in contract, tort or negligence) or otherwise) shall not exceed five thousand euros (€500) per Booking; and

21.3.3 (notwithstanding Clauses 21.3.1 and 21.3.2) this Agreement shall not exceed one hundred and fifty thousand euros (€150,000) for all claims in any twelve (12) month period. 

21.4 Nothing in this Agreement shall operate to exclude or limit the liability of either party for:

21.4.1 death or personal injury resulting from negligence;

21.4.2 fraud or fraudulent misrepresentation; and

21.4.3 any other liability which cannot, as a matter of law, be excluded.

  1. INDEMNITY

Subject to Clause 21.1, you shall indemnify us against all Losses suffered or incurred by us due to:

22.1 the loss of or damage to any property (whether yours or a third party’s) left, stored or transported in or upon a Vehicle;

22.2 any circumstances described in clause 21.1; or

22.3 any claims brought against us by any third party arising out of, or in connection with, this Agreement.

  1. REMEDIES

If a Vehicle breaks down through no fault of yours, your exclusive and sole remedy shall be for us to repair or replace the Vehicle at our option as soon as reasonably practicable.

  1. CANCELLING A BOOKING

24.1 You may cancel any Booking on or before the Start Date. 

24.2 Where you cancel any Booking you will not be charged in respect of that Booking unless:

24.2.1 the Vehicle was subject to Special Terms agreed between you and us which involved us incurring costs in relation to the Vehicle before the Start Date (including any agreement to install Additional Equipment on the Vehicle); or

24.2.2 we were en route to deliver the Vehicle to you or had already attempted to deliver the Vehicle to you at the time of cancellation,

in which case we may charge you in respect of the services we have performed and/or costs we have incurred in relation to the Booking prior to cancellation (including failed delivery charges and the Administration Fee).

  1. TERMINATION

25.1 Either party may terminate this Agreement or any Booking immediately if an Insolvency Event occurs in relation to the other party.

25.2 Either party may terminate this Agreement or a Booking if the other party commits a material breach of this Agreement or Booking and if capable of remedy, such breach is not remedied within thirty (30) days of the non-breaching party notifying the other of the breach.  For the purposes of this Clause 25.2 the following shall be treated as a material breach not capable of remedy:

25.2.1 a failure by you to pay us any Charges when they fall due in accordance with the terms of this Agreement or a Booking;

25.2.2 any breach of Clauses 15, 17, 26 or 27.

25.3 Upon termination of a Booking you shall immediately:

25.3.1 return the Vehicle or Vehicles to which the Booking relates to us or our duly authorised agent at such place as we may appoint;

25.3.2 pay to us, on demand, all Charges due in relation to that Booking; and

25.3.3 return all Telematics Devices in relation to the Vehicle or Vehicles to which the Booking relates.

25.4 Upon termination of this Agreement you shall immediately:

25.4.1 return all Vehicles and keys to us or our duly authorised agent at such place as we may appoint;

25.4.2 pay to us, on demand, all Charges due under this Agreement; and

25.4.3 return all Telematics Devices to us.

25.5 Termination of this Agreement or a Booking does not affect:

25.5.1 the rights or liabilities of the parties under this Clause 25 (Termination) or which have accrued on or before termination; and

25.5.2 the continuance in force of Clauses 6 (Vehicle Return), 8 (Fuel and Mileage Charges), 10 (Risk and Title), 12 (Damage, Fault and Theft), 14 (Fines, Penalties and Charges), 19 (Charges and Payment), 20 (Additional Charges), 21 (Liability), 22 (Indemnity), 23 (Remedies), 26 (Confidentiality), 27 (Data Protection), 28 (Entire Agreement) and 29 (General) which survive termination of this Agreement or any Booking. 

25.5.3 You must notify us immediately if:

  1. a) an Authorised Officer or CVR Inspector inspects the Vehicle;

(b) an Authorised Officer serves any or all of the following directions to you or one of your drivers:

  1. that the vehicle not be driven in a public place until it has been tested in accordance with the Regulations;

ii that the vehicle is CVR tested by a specific date or at such times or regular intervals as the Authorised Officer, acting reasonably, may direct; or

iii. that the Owner carry out planned routine maintenance, carry out routine vehicle safety checks (including daily and weekly walk-around checks on vehicles), or put in place systems for recording and reporting maintenance activity, rectification of vehicle defects and training of staff;

(c) a CVR Inspector or Authorised Officer serves any or all of the following directions to you or one of your drivers:

  1. that a Vehicle defect be rectified;
  2. that the Vehicle not be driven in a public place until the Vehicle defect has been rectified; or

iii. that the Vehicle be submitted for CVR testing by a specified date;

(d) the Vehicle is detained, immobilised, stored or disposed of; and

(e) the Road Safety Authority assigns a Risk Rating to a Vehicle, you or your driver(s).

25.5.4 For the avoidance of doubt, if, during the Rental Period, an Authorised Officer or CVR Inspector serves a direction to you or your driver that the Vehicle cannot be driven in a public place until the Vehicle has been tested or a Vehicle defect has been rectified, you will:

(a) be unable to take the Vehicle Off-hire until the direction has been complied with; and

(b) continue to be liable for applicable Charges until the Vehicle can be driven in a public place.

  1. CONFIDENTIALITY

26.1 We each undertake to the other that we shall not at any time disclose to any person any confidential information (including as to the level of charges paid for a Vehicle) concerning the business, affairs, customers, clients or suppliers of the other, except as permitted by Clause 26.2.

26.2 We may each disclose the other's confidential information:

26.2.1 to our employees, officers, representatives or advisers who need to know such information for the purposes of carrying out our obligations under this agreement. We shall each ensure that our employees, officers, representatives or advisers to whom we disclose the other's confidential information comply with this Clause 26; and

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

26.3 Neither you nor we shall use the other’s confidential information for any purpose other than to perform our respective obligations under this Agreement.

  1. DATA PROTECTION

This Data Processing Addendum forms part of, and is incorporated into, the Agreement between Northgate Vehicle Hire (Ireland) Limited and the Customer. 

27.1 How this DPA applies

27.1.1 This DPA is an amendment to and is incorporated into the Agreement. Except for changes made by this DPA, the Agreement remains unchanged and in full force and effect. If there is a conflict between any provision in this DPA and any provision in the Agreement, this DPA controls and takes precedence. This DPA is a part of the Agreement for the purposes of the entire agreement clause set out in the Agreement.

27.1.2 The parties have entered into this DPA in consideration of their respective rights and obligations under the Agreement and this DPA and other good and valuable consideration (the receipt and sufficiency of which both Northgate and the Customer acknowledge and confirm).

27.2 Details of the processing activities

27.2.1 The parties agree, with respect to personal data processed by the Customer under this DPA that:

(A) Northgate is, depending on the relevant personal data, either the data controller or, where another entity is the data controller to which Northgate either directly or indirectly provides services, the data processor or subprocessor of the personal data processed by the Customer under this DPA;

(B) the data controller determines the purposes for which the personal data are or will be processed; and

(C)  the Customer is engaged by Northgate as data processor or subprocessor with respect to all personal data processed by the Customer under this DPA.

The Customer acknowledges that Northgate is entitled to identify and determine, in a given case, which entities are data controllers with respect to the personal data processed under this DPA.

27.2.2 Northgate’s obligations and rights are as outlined in the Agreement and this DPA. Northgate is responsible for issuing instructions to the Customer and complying with its other obligations in the Agreement.

27.2.3 The subject-matter and duration of the processing carried out by the Customer on behalf of Northgate, the nature and purpose of the processing, the type of personal data and categories of data subjects are described in the Privacy Policy.

27.3 Assurances

27.3.1 The Customer confirms that it shall implement and maintain appropriate technical and organisational measures in such a manner that the processing of any personal data will meet the requirements of the GDPR and ensure the protection of the rights of data subjects.

27.4 Protection of personal data

27.4.1 In discharging its obligations under the Agreement, the Customer is responsible for and shall comply with Data Protection Law. The Customer shall perform the services and discharge its obligations under the Agreement in such a way that Northgate and any Northgate customers comply with, and do not breach, their obligations under Data Protection Law.

27.4.2 The Customer shall process the personal data only to the extent necessary to perform its obligations under the Agreement and for no other purpose. 

27.4.3 The Customer shall treat the personal data as confidential information for the purposes of the Agreement. 

27.4.4 Without limiting or affecting the other provisions in this clause 27, the Customer shall:

(A) process the personal data only on written instructions from Northgate (which may, in particular, be given electronically or through the functionality of the service), including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by European Union or Member State law to which the Customer is subject; in such a case, the Customer shall inform Northgate of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;

(B) ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality, even after the end of their employment contract or at the end of their assignment or engagement;

(C) takes all measures required pursuant to Article 32 of the GDPR;

(D) taking into account the nature of the processing, assist Northgate and Northgate’s customers by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Northgate's and Northgate’s customers’ obligation to respond to requests for exercising the data subject's rights laid down in Chapter III of the GDPR;

(E) assist Northgate and Northgate’s customers in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of processing and the information available to the Customer;

(F)   in accordance with clause 27.8, at the choice of Northgate, delete or return all the personal data to Northgate (and/or Northgate’s customers) after the end of the provision of services relating to processing, and delete existing copies unless European Union or Member State law requires storage of the personal data; and

(G)  make available to Northgate all information necessary to demonstrate compliance with the obligations laid down in this DPA and Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by Northgate and Northgate’s customers or another auditor mandated by Northgate or Northgate’s customers.

27.5 Keeping Northgate informed

27.5.1                       The Customer shall, without undue delay (and in any event within two (2) days):

(A) inform Northgate of any investigation, inspection, audit, administrative sanction or fine by a data protection or other authority or any claim, proceedings or complaint by a data subject which is relevant to the personal data or processing activities under this Agreement;

(B)  notify Northgate in writing of any request received from an authority (including a law enforcement agency or government agency) for disclosure of or access to personal data, including (insofar as the Customer can do so):

(1)   the scope of the request

(2)   the reason for the request;

(3)   the form of the disclosure or access requested;

unless, in a given case, European Union or Member State law prohibits it from doing so on important grounds of public interest in which case Customer shall use reasonable efforts to request the authority to direct the request directly to Northgate;

(C)  notify Northgate in writing of any request, inquiry or similar made by any of Northgate’s customers in connection with any personal data processed by the Customer under the Agreement;

(D) inform Northgate if it cannot comply with this DPA (including, where they apply pursuant to clause 27.13, the Standard Contractual Clauses) in which case Northgate, at its discretion, may suspend any processing (in whole or in part) and/or terminate the Agreement (in whole or in part) and/or services (in whole or in part); and

(E)  upon request, co-operate in good faith with, and promptly provide Northgate with all reasonable information it requests, in connection with the personal data and/or processing activities undertaken by the Customer pursuant to the Agreement (including, in particular, in connection with any investigation, audit or queries of a data protection or other authority).

27.5.2 The Customer shall not respond to any request of the type described in this clause  unless and until it receives documented instructions from Northgate, unless required to do so under European Union or Member State law to which the Customer is subject; in such a case, the Customer shall inform Northgate of that legal requirement before processing unless that law prohibits such information on important grounds of public interest.

27.6 Data subject rights

27.6.1 The Customer confirms and agrees that:

(A)  it has designed its services and functionality; and

(B)  has put and shall maintain in place appropriate technical and organisational measures,

so that Northgate and Northgate’s customers can fully and properly respond to and address any data subject requests under and in compliance with Chapter III of the GDPR or the withdrawal of any consent by a data subject.

27.6.2 The Customer shall inform Northgate in writing promptly and without delay (and, in any event, within no more than two (2) days) if Customer receives a request or a notice of withdrawal of consent from a data subject in respect of such data subject’s personal data. The Customer shall not respond to any such data subject request or otherwise correct, amend, delete, block or provide access to or a copy of the data subject’s personal data without Northgate’s documented instructions. 

27.6.3 To the extent Northgate, in its use and administration of the services under the Agreement, does not have the ability to fully and properly respond to and address a data subject’s request under and in compliance with Chapter III of the GDPR or a withdrawal of consent by a data subject, the Customer shall promptly use all reasonable endeavours to enable Northgate or Northgate’s customers to do so by the Customer undertaking such actions and steps and providing such assistance and information as are necessary in such regard.  This does not limit or affect clause 27.4.4(D)

27.7 Data protection impact assessments

27.7.1The Customer shall provide reasonable assistance to Northgate and Northgate’s customers with any data protection impact assessments, and prior consultations with any data protection supervisory authorities, which Northgate reasonably considers to be required to enable Northgate and/or Northgate’s customers to comply with their obligations under Articles 35 and 36 of the GDPR, but only in connection with the processing of personal data by, and taking into account the nature of the processing and information available to, the Customer and its permitted subprocessors.

27.8 Deletion and return

27.8.1 Subject to clause 27.8.2, the Customer shall promptly and in any event within ten business days of the Cessation Date, securely irrevocably delete and procure the secure irrevocable deletion of all copies of the personal data.

27.8.2 Northgate is entitled by written notice to the Customer within ten business days of the Cessation Date to require the Customer to:

(A)  at Northgate’s choice, give Northgate a reasonable opportunity to retrieve the personal data or return a complete copy of all personal data to Northgate by secure file transfer in such format as is reasonably notified by Northgate to the Customer; and

(B) securely irrevocably delete and procure the secure irrevocable deletion of all other copies of the personal data processed by Customer and any permitted subprocessor in accordance with recognised industry standards to achieve secure deletion.

Customer shall comply with any such written request within ten business days of the request.

27.8.3 The Customer and any permitted subprocessor may retain personal data to the extent required by European Union or Member State law but only to the extent and for such period as required by European Union or Member State law. This is provided that Customer and any permitted subprocessor ensure the confidentiality of all such personal data and ensure that such personal data is only processed as necessary for the purpose specified in the European Union or Member State law requiring its storage and for no other purpose.

27.9 Security

27.9.1 The Customer shall regularly monitor and periodically audit its compliance with the technical and organisational security measures it implements and maintains with respect to the personal data pursuant to this Agreement.

27.9.2 The Customer shall:

(A) implement and maintain the technical and organisational measures set out in Appendix 2;

(B) comply with all security policies (and amendments to them) of Northgate notified by Northgate to the Customer from time to time;

(C) ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services and of the personal data;

(D) ensure access to personal data within the Customer and, if applicable, any permitted subprocessors is limited to that which is necessary;

(E) keep personal data logically separate, with adequate logical separate security controls, from other data and information held by Customer and any permitted subprocessors;

(F) log all access to and use of the personal data by Customer and any permitted subprocessors and make such logs available to Northgate promptly upon request; and

(G)                      implement and maintain policies and measures to detect, respond to and record personal data breaches.

27.9.3 Without limiting or affecting clause 27.9.2, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Customer shall implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:

(A) the pseudonymisation and encryption of personal data;

(B) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

(C) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and

(D) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

27.9.4 In assessing the appropriate level of security, the Customer shall take account in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed.

27.9.5 The Customer shall take steps to ensure that any natural person acting under the authority of the Customer who has access to personal data does not process them except on instructions from Northgate unless he or she is required to do so by European Union or Member State law.

27.9.6 The Customer shall:

(A) maintain security practices and policies in place for the protection of personal data (that policy being an “Information Security Policy”); and

(B) promptly make the Information Security Policy available to Northgate, along with descriptions of the organisational and technical security controls, practices and measures in place with respect to the personal data and other information reasonably requested by Northgate regarding Customer’s security practices and policies.

9.7 The Customer shall, upon Northgate’s written request and subject to the confidentiality obligations set forth in the Agreement, make available to Northgate the Customer’s then most recent third-party audits or certifications and related audit, attestation and certification reports. The Customer acknowledges that Northgate may provide a copy of such reports to Northgate’s customers (or their suppliers), subject to confidentiality undertakings from the relevant recipient.

27.10 Personal data breach

27.10.1 The Customer shall notify Northgate without undue delay and, in any event, within no more than two (2) days, after becoming aware of an actual or suspected personal data breach. The Customer shall assist Northgate and Northgate’s customers in fulfilling their respective obligations under Articles 33 and 34 of the GDPR and otherwise to notify the relevant supervisory authority and data subjects of a personal data breach.

27.10.2 The Customer shall, as soon as possible, provide Northgate with the following information with respect to any actual or suspected personal data breach:

(A) a description of the cause and nature of the breach including the categories and approximate numbers of data subjects concerned and the categories and approximate number of personal data records concerned;

(B)  the measures being taken to contain, investigate and remediate the personal data breach;

(C) the likely consequences and risks for Northgate, Northgate’s customers, organisations and data subjects as a result of the personal data breach;

(D) any mitigating actions taken; and

(E) a proposed plan to mitigate any risks for data subjects, Northgate’s customers and/or Northgate as a result of the personal data breach.

27.10.3 The Customer shall, in connection with any actual or suspected personal data breach:

(A) quickly and without delay, take such steps as are necessary to contain, remediate, minimise any effects of and investigate any actual or suspected personal data breach (and without destroying any evidence) and to identify its cause;

(B) maintain records of all information relating to the personal data breach, including the results of its own investigations and authorities’ investigations as well as remedial actions taken;

(C) co-operate with Northgate (and, upon request by Northgate, Northgate’s customers) and provide Northgate (and, upon request by Northgate, Northgate’s customers) with such assistance and information as it may reasonably require in connection with the containment, investigation, remediation and/or mitigation of the personal data breach;

(D) maintain strict confidentiality;

(E) not make any public statements or engage or communicate with Northgate’s customers without Northgate’s prior written approval;

(F) immediately notify Northgate in writing of any request, inspection, audit or investigation by a data protection or other authority or any request by Northgate’s customers;

(G) without limiting or affecting clause 10.3(H)), provide a copy of all proposed written communications with a data protection or other authority or any of Northgate’s customers so that Northgate has a reasonable opportunity to comment in such respect and have due and proper regard to all comments or concerns of Northgate in such respect;

(H) not communicate with any data protection or other authority or any of Northgate’s customers without Northgate’s prior written permission, except to the extent required to do so by applicable law to which the Customer is subject in which case the Customer shall inform Northgate in writing as soon as possible of any communications with the relevant authority or Northgate’s customers (and shall provide a copy or detailed minute of all such communications);

(I) permit and enable Northgate to attend all calls, video conferences, site visits, inspections, audits, meetings and other communications with any data protection or other authority or any of Northgate’s customers, except to the extent restricted from doing so by applicable law to which the Customer is subject (and promptly provide, upon request, a copy or detailed minute of all such engagement and communications); and

(J) where required to do so by Northgate, provide notifications (in a form approved by Northgate) to affected data subjects, Northgate’s customers, other affected entities and/or organisations and relevant data protection and other authorities.

27.10.4                  The Customer shall do all that is necessary to recover, restore, rebuild, repair and/or recreate any personal data, databases and/or files affected by a personal data breach. If the Customer does not do so (or indicates that it will not do so) within a reasonably quick period, Northgate is entitled to do so itself (or using a third party) in which case the Customer shall promptly pay Northgate in full any costs and expenses its incurs in such regard as a debt.

27.10.5 The Customer shall fully and effectively indemnify Northgate in respect of any losses, liabilities, demands, damages, costs, claims, expenses, awards and/or fines suffered or incurred or paid out by Northgate and/or any of Northgate’s customers and/or any Customers to which Northgate provides services arising out of or in connection with any actual or suspected personal data breach and/or its consequences (including any arising out of or in connection with the containment, investigation, remediation and mitigation of the personal data breach and its consequences, engagement with any data protection or other authorities and correspondence with, and mitigation measures (such as two (2) years credit monitoring services) for, Northgate’s customers, impacted data subjects, entities and organisations and the recovery or reconstruction of any affected personal data and related files and data).

27.11 Records

27.11.1 The Customer shall maintain all records required by Article 30(2) of the GDPR and shall, to the extent relevant to the processing of personal data on behalf of Northgate, promptly provide a copy of them to Northgate, Northgate’s customers and/or any data protection supervisory authority on request by Northgate. The Customer shall immediately notify Northgate in writing if it receives any such request from a data protection supervisory authority.

27.11.2 The Customer shall promptly provide Northgate with such information as Northgate and/or Northgate’s customers may reasonably require in order to create or update any records which Northgate is required to maintain by Article 30(1) of the GDPR.

27.12 Subprocessing

27.12.1 The Customer shall not engage a subprocessor to process any personal data unless Northgate in writing approves the use of the subprocessor concerned in which case the Customer shall comply with clause 12.2 in such regard.

27.12.2 The Customer shall, where it engages any subprocessor in accordance with clause 12.1 (whether an existing or new subprocessor):

(A) carry out appropriate due diligence on the subprocessor prior to engaging it to verify that it is capable of complying with the data protection obligations under this DPA and the Agreement, to the extent applicable to the services it is to perform (and shall document such due diligence and provide a copy of such to Northgate promptly on request);

(B) only use a subprocessor that has provided sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the GDPR and the Agreement and ensure the protection of the rights of the data subject; and

(C) impose, through a legally binding contract between the Customer and subprocessor that is governed by Irish or Member State law, the same data protection obligations as set out in the Agreement (including this DPA and, where they apply pursuant to clause 13, the Standard Contractual Clauses) on the subprocessor, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the GDPR.

27.12.3 The Customer shall, upon request by Northgate, promptly provide Northgate with the identity and location of each subprocessor and a description of the processing being subcontracted to each subprocessor, together with a copy of the data protection related provisions in the agreement between the Customer and subprocessor.

27.12.4 The Customer acknowledges and agrees that if any subprocessor fails to fulfil its obligations in the agreement between the Customer and subprocessor, the Customer shall remain fully liable to Northgate for the performance of the subprocessor’s obligations.

27.13 Transfers

27.13.1 The Customer shall not transfer any personal data to, or grant access to any personal data to, any recipient (including the Customer) in a country or territory outside the European Economic Area unless either:

(A) the personal data is transferred to or accessed by the recipient in an Adequate Country; or

(B) if the personal data is transferred to or accessed by the recipient in a country or territory which is not an Adequate Country:

(1) Appropriate Safeguards are in place in respect of the processing of the personal data by the recipient; or

(2) if the recipient is the Customer, the Customer has entered into the Standard Contractual Clauses with Northgate in accordance with clause 15.2.

27.13.2 The Customer and Northgate hereby enter into the Standard Contractual Clauses with respect to a Restricted Transfer. For these purposes:

(A) the Standard Contractual Clauses apply from the commencement of the Restricted Transfer and form a part of, and are incorporated into, this DPA on and from that date;

(B)  the Customer agrees to the third-party rights granted to data subjects under the Standard Contractual Clauses;

(C) Northgate is the “data exporter” and the Customer is the “data importer” as those terms are defined in the Standard Contractual Clauses;

(D)  Appendix 1 and Appendix 2 of this DPA operate as, respectively, Appendix 1 and Appendix 2 of the Standard Contractual Clauses;

(E) the governing law of the Standard Contractual Clauses shall be Irish law;

(F) if there is a conflict between any provision in this DPA and any provision in the Standard Contractual Clauses, the Standard Contractual Clauses control and take precedence; and

(G) the execution of this DPA by the Customer and Northgate constitutes the execution of the Standard Contractual Clauses by the Customer and Northgate.

27.13.3 If and to the extent that the Customer or a permitted subprocessor is relying, for the purposes of clause 27.13.2, upon Privacy Shield for the purposes of transfers of personal data to, or access of personal data from, the United States of America, the Customer, warrants and confirms that:

(A) each Privacy Shield Entity is and will remain a certified member of the Privacy Shield under a registration and shall maintain such registration;

(B) the registration of each Privacy Shield Entity covers and shall cover all personal data processed by it under this DPA and the Agreement;

(C) the published privacy policy of each Privacy Shield Entity specifies and shall specify in writing that it adheres to the Privacy Shield; and

(D) each Privacy Shield Entity does and shall process personal data at all times in accordance with the Privacy Shield.

27.13.4 The Customer agrees and warrants that each Privacy Shield Entity does, and shall continue to comply with, the Privacy Shield principles with respect to any transfers of personal data to, or access of personal data from, the United States of America under this DPA and Agreement.

27.13.5 If a Privacy Shield Entity’s Privacy Shield registration expires, lapses, is revoked or otherwise ceases to meet the adequacy requirements set out under Data Protection Laws or should Privacy Shield otherwise cease to provide a valid legal basis to transfer personal data to the United States of America (each a "notifiable event") then the Customer shall:

(A) notify Northgate in writing as soon as possible; and

(B)   where:

(1)  the Customer is the Privacy Shield Entity, clause 3.2 shall automatically apply with effect on and from the Notifiable event; and

(2) a subprocessor is the Privacy Shield Entity, stop the processing of the personal data (and procure the return of the personal data to the EEA) by the subprocessor unless agreed otherwise by Northgate.

27.13.6 If the Standard Contractual Clauses cease to meet the adequacy requirements set out under Data Protection Laws or should the Standard Contractual Clauses otherwise cease to provide a legal basis to transfer personal data to outside the European Economic Area, the Customer shall stop the processing of any personal data transferred previously under the Standard Contractual Clauses (and procure the return of the personal data to the EEA) unless agreed otherwise by Northgate. In such case, the parties shall work and engage together promptly and in good faith in order to promptly agree and implement an alternative to provide for the legitimate transfer of the personal data to outside the EEA or alternative arrangements in respect of the services (without any impact on service standards or continuity).

27.14 Interpretation

27.14.1 In this DPA, the following terms have the meanings given to them below:

“Adequate Country” means a country or territory in respect of which the European Commission, in accordance with Data Protection Law, has declared there is an adequate level of protection for personal data, provided and only for so long as such decision of the European Commission remains in force and the recipient of the personal data satisfies the relevant Adequacy Conditions under that decision.

 

“Adequacy Conditions” means any qualifications, conditions or requirements of or under the relevant adequacy decision of the European Commission which must be met by the relevant recipient in order for the adequacy decision to apply in respect of any processing of personal data by the recipient.

 

“Agreement” means the agreement between Northgate and the Customer which is more particularly described in clause 27.1 of this DPA and which, in accordance with the provisions of this DPA, incorporates this DPA (including, where they apply pursuant to clause1, the Standard Contractual Clauses entered into by Northgate and the Customer).

 

“Appropriate Safeguards” means appropriate safeguards in respect of the processing of the personal data and on condition that enforceable data subject rights and effective legal remedies for data subjects are available with respect to any processing of personal data, in each case within the meaning of, and as determined by, Article 46 of the GDPR.

“Approved Non-EEA Subprocessor” means a subprocessor of the Customer that is:

(A) established in a country or territory other than the European Economic Area or an Adequate Country; and

(B) is identified, by reference to the subprocessor’s specific name, by Northgate in writing as an Approved Non-EEA Subprocessor for the purposes of clause 27.13.5 in response to a request to that effect by the Customer.

“Cessation Date” means the date of cessation of any services involving the processing of personal data.

“Customer” means the entity identified as the “Customer” in clause 27.1.1 of this DPA and which is a party to the Agreement.

“delete” means securely and irrevocably remove or destroy so that the personal data is removed or obliterated such that it cannot be recovered or reconstructed.

“Data Protection Law” means all data protection, security and privacy laws and regulations applicable in Ireland including, on and from 25 May 2018, the GDPR.

 “DPA” or “Data Processing Addendum” means this Data Processing Addendum including Appendices 1 and 2 and, where they apply pursuant to clause 27.13.2, the Standard Contractual Clauses entered into by Northgate and the Customer.

“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

“Member State” means a member state of the European Union.

“Northgate” means the entity identified as “Northgate” in clause 1.3 of this DPA and which is a party to the Agreement.

“personal data” means any personal data, as that term is defined in the GDPR, that is processed by the Customer or its subprocessors in the performance of the services and its other obligations under the Agreement.

 “Privacy Shield” means the Privacy Shield programs established by the European Commission and Switzerland and the United States Department of Commerce.

“Privacy Shield Entity” means the Customer or a permitted subprocessor which is relying, for the purposes of clause 27.13.1, upon Privacy Shield for the purposes of transfers of personal data to, or access of personal data from, the United States of America.

“Restricted Transfer” means the transfer of personal data to the Customer, or access of personal data by the Customer, in a country or territory outside the European Economic Area except if and to the extent that:

(A) the personal data is transferred to or accessed by the Customer in or from an Adequate Country; or

(B) if the personal data is transferred to or accessed by the Customer in a country or territory which is not an Adequate Country, Appropriate Safeguards (other than the Standard Contractual Clauses that would otherwise apply between Northgate and the Customer pursuant to clause 27.13.2 of this DPA) are in place in respect of the processing of the personal data by the Customer.

“Standard Contractual Clauses” means the standard contractual clauses for the transfer of personal data to data processors established in third countries adopted by the European Commission decision (C(2010)593) of 5 February 2010.

27.14.2  In addition, the terms “data controller”, “data processor”, “data subject”, “personal data breach”, “process”, “processing”, “processor” and “subprocessor” having the meanings given to them in the GDPR (and reference to requirements or provisions of the GDPR apply on and from the date of this GDPR as if they were applicable under the GDPR, even if the DPA predates 25 May 2018).

27.14.3 The word "include" means “without limitation” and cognate terms are construed accordingly.

27.15 Governing law and jurisdiction

27.15.1  Despite any governing law or jurisdiction clause in the Agreement, this DPA (including, where they apply pursuant to clause 27.13.2, the Standard Contractual Clauses entered into by Northgate and Customer) and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter, existence, formation, interpretation, repudiation or termination are governed by, and construed in accordance with, the law of Ireland and the parties irrevocably agree that the courts of Ireland have exclusive jurisdiction to settle any such dispute or claim.

  1. ENTIRE AGREEMENT

28.1 Except as may be otherwise agreed in writing with respect to a particular Vehicle, this Agreement and the documents referred to in it constitutes the entire agreement and understanding of you and us and supersedes any previous agreement between you and us relating to the subject matter of this Agreement and any prior promises, representations and misrepresentations (whether oral or written) relating to the subject matter of this Agreement.

28.2 You acknowledge and agree that no representations were made prior to the entering into of this Agreement and that, in entering into this Agreement, you do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out or referred to in this Agreement.

28.3 Nothing in this Agreement shall operate to limit or exclude any liability for fraud or fraudulent misrepresentation or shall exclude (but this Agreement does not limit) our liability for fundamental misrepresentation (including misrepresentation as to a matter fundamental to our ability to perform our obligations under this Agreement, on our part).

28.4 Without prejudice to the provisions of this Clause 28, the only remedy available to you for breach of this Agreement shall be for breach of contract under the terms of this Agreement.

  1. GENERAL

29.1 An amendment made by you to this Agreement is ineffective unless it is in writing, expressly purports to amend this Agreement and is executed by both you and us.

29.2 Neither party shall be in breach of this Agreement or a Booking or liable for delay in performing, or failure to perform, any of its obligations under this Agreement or a Booking (other than payment obligations) if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been so delayed or failed to be performed. If the period of delay or non-performance continues for three (3) months the party not affected may terminate this Agreement or a Booking by giving thirty (30) days' written notice to the affected party.

29.3 Except as provided in this Agreement, this Agreement does not create, confer or purport to confer any benefit or right enforceable by any person except you and us.

29.4 A member of our Group may in its own right enforce the provisions of this Agreement in accordance with the Contracts (Rights of Third Parties Act) 1999, except that we may rescind or vary this Agreement without the consent of any members of our Group.

29.5 We shall each, at the request of the other, execute all deeds and other documents and do all things that the other may require (acting reasonably) in order to give effect to the terms of this Agreement.

29.6 Any notice to be given by either your or us to the other under this Agreement must be in writing (which shall for this purpose include e-mail) and addressed to that other party at its registered office or principal place of business or such other address or electronic mail address as may have been notified for these purposes.  Notices shall be delivered personally, sent by first class post or by e-mail.  A notice is deemed to have been received if sent by prepaid first-class post, on the second working day after posting (excluding the day of posting).  Any notice sent by e-mail will be effective only when actually received in readable form and service shall be deemed to be affected on the same day it is sent.  In proving service of the notice, it shall be sufficient to show that delivery by hand was made, that the envelope containing the notice was properly addressed and posted as a first-class pre-paid letter or to prove that the e-mail was correctly addressed.

29.7 Any failure or neglect by either you or us to enforce any of the provisions of this Agreement shall not be construed nor deemed to be a waiver of that party’s rights and does not affect the validity of the whole or part of this Agreement nor prejudice that party’s rights; any waiver by either you or us of our respective rights under this Agreement does not operate as a waiver in respect of any subsequent breach.

29.8 If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or part, that provision shall to that extent be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall be unaffected.

29.9 You shall not without our prior written consent assign, transfer, charge, dispose of, deal with or subcontract your rights or obligations under this Agreement. For the avoidance of doubt, you will remain liable to us under this Agreement in respect of the use of any Vehicles by any employees, agents, contractors, third parties or other drivers as though such use were by you.

29.10 Nothing in this Agreement or any arrangement contemplated by it shall constitute either you or us as a partner, agent, fiduciary or employee of the other party.

29.11 This Agreement shall be governed by and construed in accordance with Irish law.

29.12 The courts of Ireland shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, you and we each irrevocably submit to the exclusive jurisdiction of the courts of Ireland. You and we each irrevocably waive any objection which we might at any time have to the courts referred to in this Clause being nominated as a forum to hear, determine and settle any proceedings and agree not to claim that any such courts are not a convenient or appropriate forum.

  1. CONTACT US

Our website at URL: https://www.northgatevehiclehire.ie/ sets out how you may contact us if you have a query or complaint.

Registered Eversheds, One Earlsfort Centre, Earlsfort Terrace, Dublin

 

Appendix 1 

 

Details of the Processing Activities 

 

Subject matter 

 

The subject matter of the processing is the provision of the services and performance of the Customer’s other obligations under the Agreement. 

 

Type of personal data, special categories of data, and categories of data subjects 

 

The types of personal data and the special categories of data processed by the Customer, and the categories of data subjects are all data and categories of data subject that are provided for in and are transferred under the Agreement.  

 

These categories can include name, email, telephone number, and vehicle registration number. 

 

Nature and purpose of processing / processing operations 

 

The Customer will process personal data as necessary to perform the services and its other obligations under the Agreement and to comply with Northgate’s instructions. 

 

Duration of Processing  

 

The duration of the processing operations are the term of the Agreement. 

 

Data exporter 

 

The data exporter, where applicable, is Northgate. 

 

Data importer 

 

The data importer, where applicable, is the Customer. 

 

Appendix 2 

 

Technical and organisational security measures

Core technical and organisational security measures 

The following is a description of the minimum core technical and organisational security measures implemented by the Customer.   


In the performance of the services under the Agreement, the Customer shall secure all personal data provided by Northgate to the Customer through the use of reasonable operating standards and physical and technical security measures specified, including, but not limited to, network security and encryption technologies. 


In connection with the performance of the services under the Agreement, Northgate requires that the Customer shall implement and maintain safeguards in compliance with the following security requirements: 

Minimum Technical Safeguards. The Customer shall protect all data and information obtained under the terms of the Agreement from unauthorised access, destruction, use, modification, or disclosure by means of reasonable and appropriate administrative, physical and technical safeguards.

Data Transfer.  The Customer shall ensure that applications and systems used to collect, store, process or otherwise handle Northgate data and information are designed in accordance with industry accepted security standards and shall comply with applicable regulatory and business requirements. 

Encryption. The Customer shall use open encryption methodologies to protect Northgate personal data and information when infrastructure components need to transfer Northgate data or information over public networks (including an Internet-based replication of data from one environment to another). The Customer will ensure all connections into the Customer’s application are encrypted. 

Restricted Access. The Customer shall restrict access to Northgate data and information stored on Customer computers with access permissions only granted on a “need to know” basis and shall conform to “least privilege” security principles. 

Storage; Physical Security. Where the

Customer stores, processes, transfers or retains Northgate data or information, the

Customer shall store such Northgate data or

information, including that contained on back

up media, in a secure environment, physically protected from unauthorised access, modification, theft, interference, misuse and destruction, with appropriate environmental and perimeter controls. The protection provided should be commensurate with the identified risks. The Customer shall not allow electronic files containing Northgate data or information to be stored on personal desktops, laptops, servers, or removable data storage devices. 

Malware Protection. The Customer shall ensure that antivirus/malware programs being used are capable of detecting, removing, and protecting against all known types of malicious or unauthorised software with daily updates. 

Vulnerability Management. With regards to the handling of Northgate data or information, the Customer shall establish and maintain mechanisms for vulnerability and patch management, ensuring that application, system, and network device vulnerabilities are evaluated, and supplier-supplied security patches are applied in a timely manner taking a risk-based approach for prioritising critical patches. 

Security Procedures, Policies and Logging. If access to Northgate’s systems is required in connection with the services under the Agreement, such systems shall be operated in accordance with the following procedures (in addition to those specified elsewhere in the Agreement) to enhance security: 

(1)                        any passwords shall be stored appropriately and shall never be transmitted unencrypted; and 

(2)                        passwords shall not be logged under any circumstances. 

Security Awareness and Training. A security awareness and training program for all members of the Customer’s workforce (including management) shall be put in place, which includes training on how to implement and comply with its Information Security Program and the disciplinary consequences of non-compliance.