Vehicle solutions terms and conditions

Acknowledgement

The Hirer acknowledges that the Vehicle(s) will be fitted with Telematics Hardware. The Hirer acknowledges that the Telematics Hardware  installed in the Vehicle(s) enables the real time tracking of assets and recording of video footage from cameras installed on the Vehicle(s) where applicable. This may mean that the tracking and video footage also permits the identification of movements of individuals, such as the Hirer’s employees, customers, contractors or other third parties.  The Hirer understands that it is their responsibility to ensure that all Data Protection Laws are adhered to in their use of the Vehicle(s). The Hirer hereby acknowledges and consents to manufacturer Original Equipment Manufacturer (“OEM”) data of the Vehicle being sent to Radius or an Affiliate.

The basics

1. WHAT WORDS MEAN

1.1. In addition to the capitalised terms identified elsewhere in the Contract, the following definitions shall apply in these Terms and Conditions:

Account Application Form: the form completed and submitted by the Hirer to Radius as part of the account‑opening process.

Actual Mileage: has the meaning given in clause 9.2.

Affiliate: means any entity that directly or indirectly controls or is controlled by Radius, or is under direct or indirect common Control with Radius from time to time.

Annual Mileage Allowance: the permitted annual mileage of each Vehicle during the Contract Hire Period, as stated in the Vehicle Particulars & Limits Schedule.

Approved Authorisation Amount: the financial sum stipulated in the Vehicle Particulars & Limits Schedule.

Approved Repairer: a person duly authorised in writing by Radius to the Hirer to repair a Vehicle which has had a Mechanical Breakdown or has suffered Damage.

BEV: a Vehicle which is powered exclusively by an electric battery.

Booking: the booking request submitted by the Hirer to hire a Vehicle(s) after the Hirer has completed and submitted an Account Application Form and in accordance with clause 2.

Breakdown: a situation where a Vehicle becomes inoperable.

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

BVRLA: the British Vehicle Rental & Leasing Association.

CAP retail basis: the pricing methodology used by CAP HPI (a vehicle valuation provider operating in the United Kingdom) to determine the retail value of the Vehicle.

Charges: the charges identified in clause 21.1.

Charges Schedule: means the document appended to these Terms and Conditions setting out the charges which may be updated from time to time by the Supplier at its sole discretion, a copy of which is also available at https://www.radius.com/en-gb/vehicle-solutions/vehicle-solutions-terms-and-conditions/.

Check In: means the formal acceptance of the returned Vehicle by Radius following completion of a Vehicle return inspection document completed by Radius. For clarity, the Vehicle shall not be considered Checked In until this return inspection has taken place, including assessment for any Damage or any Incident relating to the Vehicle, and “Checked In” shall be construed accordingly.

Confidential Information: shall have the meaning given to that term in clause 25.1.

Contract: the written agreement between the Hirer and Radius which comprises these Terms and Conditions, the Vehicle Handover Documents and any document expressly incorporated by reference therein.

Contract Hire Period: the period beginning when the Vehicle is physically handed over to the Hirer, being either: (a) collection of the Vehicle by the Hirer from Radius; or (b) delivery of the Vehicle by Radius to the Hirer; on or around the Commencement Date, and ending:

(i) where the Vehicle is capable of being physically returned, on the date on which the Vehicle is Checked In by Radius in accordance with these Terms and Conditions; or

(ii) where the Vehicle is declared a Total Loss, on the date on which Radius receives in cleared funds the full Total Loss settlement payment from the Insurer or any third party insurer together with the Hirer’s Total Loss Excess Liability.

For the avoidance of doubt, the Contract Hire Period continues during any period in which the Vehicle is unavailable for hire to another customer due to Damage occurring during the Hirer’s possession of the Vehicle.

Commencement Date: the date of the beginning of the Contract Hire Period set out in the Hire Agreement or such other date as is agreed between Radius and the Hirer in writing.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and “Controlled” shall be construed accordingly.

Data Reports: means visual and other representations of telematics data produced by the Hirer’s use of the Vehicle accessible through Synergy (where applicable), including data on the geographical position of the Vehicle and other messages sent to or by the Vehicle, and other telematics services agreed between Radius and the Hirer from time to time.

Data Protection Laws:

(i) the UK GDPR as amended from time to time; (ii) the Data Protection Act 2018 to the extent that it relates to Processing of Personal Data and

(iii) all applicable Law and Information Commissioner Office’s guidance about the Processing of Personal Data and privacy.

The terms Personal Data, Process/Processing, Data Controller, Data Processor and Data Subject shall have the same meaning as in the Data Protection Laws.

Here it is in plain text, with the defined terms kept in bold and spacing preserved:

Damage: means any and all damage to a Vehicle including but not limited to any damage identified in the Vehicle return inspection document at the point the Vehicle is Checked In by Radius at the end of the Contract Hire Period but excludes (a) damage directly relating to a Mechanical Breakdown and (b) damage identified in the Vehicle Handover Documents at the beginning of the Contract Hire Period, and “Damaged” shall be construed accordingly.

Deposit: means a deposit, as set out in the Vehicle Particulars & Limits Schedule and/or Hirer Agreement, payable by the Hirer in accordance with Clause 5.8.

Finance House: means a Lessor which finances the acquisition of the Vehicle and is not part of Radius or an Affiliate.

Force Majeure Event: means an event which is beyond the reasonable control of the party seeking to rely on such event.

Hire Agreement: means the document identified as such which is created and issued by Radius to the Hirer prior to the commencement of the hire of the Vehicle, setting out the pre-contractual information and the agreed hire parameters, and which the Hirer is required to sign.

Hirer: sole trader, limited company, partnership, body corporate, limited liability partnership, unincorporated association or other entity identified as such in the Hire Agreement.

Hirer Data: any information that is provided by or on behalf of the Hirer to Radius as part of the Hirer's use of the Vehicle, including any information derived from such information.

Hirer’s Risk: means the period during which the Hirer is responsible for any loss of, or Damage to, the Vehicle (except to the extent caused by Radius’ negligence), together with all reasonable costs, charges, claims or liabilities arising directly from the Hirer’s possession, custody or use of the Vehicle.

ICE: a Vehicle which is powered by an internal combustion engine, including hybrid Vehicles.

Incident: an incident involving a Vehicle which causes any of the following: death; personal injury; Damage to or loss of the Vehicle; actual or potential financial loss to the Hirer, Radius, and/or any third party.

Insurer: the party from which the Hirer purchases and maintains a policy of insurance for the Vehicle in accordance with clause 18.

Intellectual Property Rights: means any patent, registered or unregistered design right, trade mark or other proprietary rights inherent in the telematics (the Telematics Hardware and any associated SIM, software and firmware in the Vehicle relating to tracking services provided through, not limited to, Radius’ proprietary web-based software), any copyrights and database rights, all other similar or equivalent intellectual or commercial rights or property subsisting under the laws of each and every jurisdiction throughout the world whether registered or not, and whether vested, contingent or future and all reversions, renewals, revivals and extensions of any of the foregoing, and all rights under licences, consents, orders, statutes or otherwise in relation to any of the foregoing.

Law: any law, subordinate legislation, regulation, order, regulatory policy, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements which apply to a party.

Lessor: Radius or a Finance House, as applicable.

Maintenance Event: the required compliance maintenance on a Vehicle including (as applicable): Manufacturer Guideline Service Interval, MOT required by Law, tailift inspection, fridge inspection, PMI, tacho calibration and rolling brake test, replacement of Worn Tyres plus any other standard maintenance activities which would reasonably and ordinarily be expected from a skilled and experienced body engaged in the vehicle hire business, and “Maintenance” shall be construed accordingly.

Mechanical Breakdown: has the meaning given in clause 12.2(a).

Normal Business Hours: the hours of 08:00 till 17:00 on Business Days.

Off Hire: means the point in time at which (a) the Contract Hire Period has ended; and (b) the Vehicle has been Checked In by Radius in accordance with these Terms and Conditions.

Overhead/Undercarriage Damage: any damage to the Vehicle occurring either (a) above the height of the top of the front windscreen (including, without limitation, damage to the roof, roof rails, aerials, roof mounted equipment or upper bodywork), or (b) beneath the lowest point of the Vehicle’s chassis (including, without limitation, damage to the exhaust system, sump, suspension, drivetrain components, steering components, fuel lines, or underbody protection panels), whether caused by impact with overhead or low structures, overhanging objects, raised surfaces, kerbs, uneven terrain, road debris, potholes, or by water, flooding or standing water contacting the undercarriage or lower mechanical components.

Radius: Radius Vehicle Solutions Limited, a company registered in England and Wales with company number 05365266 whose registered address is Eurocard Centre Herald Park, Herald Drive, Crewe, CW1 6EG. Radius is authorised and regulated by the Financial Conduct Authority with FCA number 925884.

Radius Depot: a Radius location within Great Britain.

Relevant BVRLA Codes of Conduct: the BVRLA’s Codes of Conduct for: Leasing Broker; Rental, Commercial Vehicle; and Leasing and Fleet Management, as updated from time to time by the BVRLA.

Representatives: has the meaning given in clause 25.2.

Reputable Insurer: a third party insurance company registered in the United Kingdom which is of good repute and regulated by the Financial Conduct Authority.

Return Date: the date specified in the Hire Agreement, or if no such date is specified, such date as is agreed between Radius and the Hirer, being the date on which the Hirer is required to make the Vehicle available for return or collection. For the avoidance of doubt, the Return Date does not determine the date on which the Vehicle is Returned, Off-Hire, or Checked In, which shall occur only in accordance with these Terms and Conditions.

Road Traffic Offences: conduct which infringes road traffic regulations and which is considered a criminal or administrative offence, including breaches of regulations pertaining to driving hours and rest periods and regulations on hazardous goods.

Specification: the make, model, variant, configuration and key features of the Vehicle as described in the Hire Agreement, including any related technical or operational characteristics.

Substitute Vehicle: any vehicle that Radius may, at its discretion, provide to the Hirer to replace the Vehicle, whether temporarily or permanently, when the Vehicle is unavailable for use due to Mechanical Breakdown, an Incident, or any other reason. The Hirer acknowledges that the provision of a Substitute Vehicle is not guaranteed and that any Substitute Vehicle provided may not match the Specification of the Vehicle. Any charges associated with providing a Substitute Vehicle (including any higher third party costs or mileage based charges) may be payable by the Hirer.

Synergy: Radius’ fleet management portal accessible via mobile application and online web-based portal at https://syner-g.app/dashboard#/login, together with any replacement application or website address as notified by Radius from time to time.

Telematics Hardware: means vehicle or asset telematics or tracking units and/or cameras and/or Bluetooth enabled tags as provided by Radius (where applicable), and associated peripherals which may or may not include a battery.

Terms and Conditions: these terms and conditions.

Total Loss: the Vehicle is deemed a total loss when the Insurer or a third party insurer, acting under the applicable insurance policy, determines that the Vehicle is beyond economical repair or otherwise decides to write it off, having taken into account the repair costs, the Vehicle’s market value and any other relevant factors in accordance with its underwriting or assessment process.

Total Loss Excess Liability: has the meaning given in clause 18.5.

UK GDPR: the retained EU law version of the General Data Protection Regulation (Regulation (EU) 2016/679).

Vehicle: the vehicle(s) specified in the Hire Agreement or any Substitute Vehicle, together with all accessories, tyres, tools, handbooks, spares, BEV charging cables (if applicable), and any other detachable items supplied with or affixed to the Vehicle at any time during the Contract Hire Period, whether at collection/delivery or subsequently.

Vehicle Handover Documents: the documents issued by Radius to the Hirer at the point of collection or delivery of a Vehicle (including any Substitute Vehicle), which includes a copy of the Hire Agreement (already signed prior to delivery or collection) and the Vehicle inspection document (to be signed by the Hirer or the Hirer’s representative at the point of collection or delivery, prior to the Vehicle physically being handed over to the Hirer or its representative).

Vehicle Particulars & Limits Schedule: means the document appended to these Terms and Conditions setting out specific details applicable to the Vehicle hire, including limits and amounts relating to its use.

Worn Tyre: a tyre with less than 3mm of tread.

1.2. The singular shall include the plural and vice versa.

1.3. Words denoting persons shall include individuals, sole traders, partnerships, bodies corporate and unincorporated associations of persons.

1.4. The words ‘include’ or ‘including’ do not limit something to just the examples that follow.

1.5. Any reference to a specific law or regulation in these Terms and Conditions includes that law or regulation as amended, replaced or extended.

2. HOW THE CONTRACT IS FORMED AND WHEN IT STARTS

2.1. To become a customer, the Hirer must first accurately complete and submit an Account Application Form. The information provided in the Account Application Form will be used by Radius to provide the Hirer with a quote for the Vehicle(s) available to hire from Radius, and the Hirer understands and agrees that the Account Application Form will be used by Radius to assess the Hirer’s credit rating and to carry out any other risk assessments in accordance with clause 23.1.

2.2. Once the Hirer has submitted an Account Application Form, the Hirer may submit a Booking for the hire of Vehicle(s). Submission of a Booking constitutes a request by the Hirer for Radius to hire the Vehicle(s) to the Hirer, subject to acceptance of the Booking in accordance with these Terms and Conditions. Radius shall review the Booking, which may include carrying out further credit checks, verification steps and risk assessments in accordance with clause 23.1. A Booking is only accepted when Radius notifies the Hirer of its acceptance. Following acceptance of a Booking, delivery or collection of the Vehicle shall take place in accordance with clause 6. Nothing in these Terms and Conditions obliges Radius to accept any Booking.

2.3. The Contract shall come into force on the Commencement Date following acceptance of the Booking in accordance with clause 2.2.

2.4. These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Hirer seeks to impose or incorporate, or which are implied by Law, trade custom, practice or course of dealing.

3. ORDER OF DOCUMENTS

3.1. If there is a conflict between any of the documents which form part of the Contract, the order of priority, highest first, is:

(a) the Hire Agreement;

(b) these Terms and Conditions;

(c) the Vehicle Handover Documents; then

(d) any other document referred to, or attached to, the Contract.

4. WARRANTIES

4.1. By entering into the Contract the Hirer warrants that it is acting wholly for the purposes of a trade, business, craft or profession carried on by it and is not acting as a private individual or consumer, and that the information provided in the Account Application Form regarding the Hirer's business status and the purpose of the hire remains accurate and complete as at the date of the Contract. The Hirer will notify Radius promptly in writing of any material change to that information. Radius relies on this warranty in entering into the Contract. If it proves to be false or misleading in any material respect Radius may terminate the Contract and the Hirer shall indemnify Radius against any resulting loss or liability, including any regulatory obligation imposed on Radius as a consequence.

4.2. The Hirer warrants and represents that:

(a) it has the full capacity and authority to enter into and perform the Contract and that the Contract is executed by a duly authorised representative of the Hirer;

(b) it has the authority to grant any rights and licences to be granted by the Hirer to Radius under the Contract; and

(c) it owns, or has obtained valid licences, consents, permissions and rights to use any materials reasonably necessary for the fulfilment of all the Hirer's obligations under the Contract, including any third-party licences and consents in respect of any Hirer Data; and

(d) any information it provides to Radius, the Insurers and any relevant third party for purposes connected to these Terms and Conditions shall be complete and correct to the best of its knowledge.

4.3. The Hirer warrants that:

(a) it shall comply with and use the Vehicle in accordance with the terms of the Contract; and

(b) it shall comply with all Laws applicable to the Hirer in performing its obligations under the Contract.

4.4. Radius warrants and represents that:

(a) it has the full capacity and authority to enter into and perform the Contract and that the Contract is executed by a duly authorised representative of Radius; and

(b) it owns, or has obtained valid licences, consents, permissions and rights to use any materials reasonably necessary for the fulfilment of Radius’ obligations under the Contract, including any third-party licences and consents.

4.5. Radius warrants that it shall comply with all Laws applicable to Radius in performing its obligations under the Contract; and

4.6. All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into the Contract or any collateral contract, whether by statute, common law or otherwise, including the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982, are hereby excluded to the fullest extent permitted by Law.

Hire of the vehicle

5. RADIUS’ OBLIGATIONS

5.1. Radius undertakes to provide the Vehicle(s) and fulfil its obligations under the Contract in accordance with all applicable Laws, the Financial Conduct Authority’s rules and principles, and the Relevant BVRLA Codes of Conduct.

5.2. The undertaking in clause 5.1 shall not apply to the extent of any non-conformance that is caused by use of the Vehicle by or on behalf of the Hirer contrary to Radius' instructions, including as set out in the Contract.

5.3. Radius shall use reasonable endeavours to provide the Vehicle within any timeframe specified in the Hire Agreement but such timeframes are only estimates and provided for planning purposes only. Radius shall have no liability for any failure to meet the dates in the Contract and time of performance of Radius’ obligations shall not be of the essence.

5.4. Radius reserves the right to amend any Specification for the Vehicle if required by any applicable Law and/or to reflect any changes imposed by its suppliers. Radius shall notify the Hirer in any such event. Any such amendment shall not materially diminish the overall functionality of the Vehicle, unless required by Law.

5.5. Radius may at any time during the Contract Hire Period, acting reasonably, replace the Vehicle with a Substitute Vehicle. Any Substitute Vehicle provided may not match the Specification of the Vehicle. The Hirer shall promptly comply with any request made by Radius to facilitate such substitution. The Hirer acknowledges and agrees:

5.5.1. Where the substitution is required due to reasons within Radius’ reasonable control, the Substitute Vehicle shall be provided without any change to the hire charges set out in the Charges Schedule;

5.5.2. Where the substitution is required due to reasons outside Radius’ reasonable control, including but not limited to changes in supplier pricing, market conditions, or availability constraints, Radius reserves the right to increase the charges payable by the Hirer following a pricing review. Radius shall notify the Hirer of any such increase and the date from which it will take effect;

5.5.3. Any replacement vehicle provided in connection with a substitution, including any third party replacement vehicle, may be chargeable to the Hirer. Radius reserves the right to pass on any higher third party costs incurred in providing such replacement vehicle, including mileage based or other usage based charges; and

5.5.4. If the Hirer fails to comply with any reasonable request by Radius to return or exchange a Vehicle for the purposes of substitution, Radius may terminate the Contract in accordance with clause 30.

5.6. If the Hirer requires a Substitute Vehicle, the Hirer shall be responsible for the hire charges set out in the Charges Schedule, in addition to any charges identified elsewhere in the Contract. Radius shall be under no obligation to provide a Substitute Vehicle in the event of an Incident or following Damage to the Vehicle.

5.7. Subject to and in accordance with the Contract, Radius grants to the Hirer a non-exclusive, revocable right to access the Data Reports and any other information made available on Synergy. The Hirer acknowledges that access to the Data Reports and any other information made available is chargeable and shall pay the applicable charges as set out in the Charges Schedule. No part of the Data Reports may be reproduced, copied or stored in any other digital form by the Hirer.

5.8. A Deposit may be required to be payable by the Hirer before or at the time of collection or delivery of the Vehicle. It is taken as security for the Hirer's performance of its obligations under these Terms and Conditions and is not a pre-payment of the Charges. Radius may deduct from the Deposit in accordance with clause 22.1(b).

6. DELIVERY/COLLECTION

6.1. Before the Vehicle is physically handed over to the Hirer, the Hirer or its representative will be asked to sign a Vehicle inspection document and any other documents issued by Radius to the Hirer in connection with the hire of the Vehicle, and the Hirer or its representatives will receive a copy of the Vehicle Handover Documents. The Vehicle inspection document completed and signed at the time of collection or delivery is the agreed record of the condition of the Vehicle at the commencement of the Hire Period. The Hirer acknowledges and agrees that any of its employees are authorised to sign a Vehicle inspection document on its behalf.

6.2. If Radius attempts to deliver a Vehicle to the location specified by the Hirer at the start of the Contract Hire Period and the Hirer is not available to receive the Vehicle, or if the Hirer fails to collect the Vehicle on the Commencement Date (as applicable), the Hirer shall remain liable for the hire charges from the Commencement Date as set out in the Hire Agreement, together with any reasonable and proportionate costs incurred by Radius in respect of the failed delivery or collection attempt. Radius will use reasonable endeavours to arrange an alternative delivery date or to make the Vehicle available for collection by the Hirer. If the Hirer does not take delivery of, or collect, the Vehicle within 10 Business Days of the Commencement Date, Radius may terminate the Contract and charge the Hirer for: (i) hire charges accrued up to the date of termination; and (ii) any reasonable and demonstrable costs incurred as a result of the Hirer’s failure to accept delivery or collect the Vehicle.

6.3. The Vehicle shall be at the Hirer’s Risk from the time of delivery or collection of the Vehicle and shall remain at the Hirer’s Risk until the Vehicle has been Checked In by Radius.

7. OWNERSHIP OF THE VEHICLE

7.1. Ownership of the Vehicle shall not pass to the Hirer at any time from the Commencement Date, during the Contract Hire Period or otherwise. The Vehicle shall remain the sole and exclusive property of its legal owner unless the parties expressly agree in writing that the Vehicle is to be sold to the Hirer, the Hirer has paid Radius the agreed purchase price in full, and the parties have completed all necessary administrative steps to document and effect the transfer of ownership.

7.2. The Hirer grants Radius, its employees, agents, consultants and subcontractors a licence during Normal Business Hours, without notice, to enter any premises belonging to or in the occupation or control of the Hirer in order to inspect the Vehicle.

7.3. The Hirer undertakes not to commit any act of default which may result in any lien charge or other legal processes being levied against the Vehicle whereby the Hirer loses possession of the same. The Hirer shall not hold itself out to be the owner of the Vehicle nor deny title to Radius or its legal owner, nor shall the Hirer sell, lend, rent, encumber, dispose or part with possession of the Vehicle, except in accordance with Radius’ express written instructions or prior written consent.

7.4. The Hirer shall not re-hire, sell, mortgage, charge, pledge, part with possession of or otherwise deal with the Vehicle except as provided under the Contract and shall protect the Vehicle against distress, execution or seizure and shall indemnify Radius against all losses, damage, costs, charges and expenses arising as a direct result of any failure to observe and perform this condition.

7.5 The Hirer shall promptly make the Vehicle available for return or collection whenever required under the Contract or when instructed to do so by Radius. For the avoidance of doubt, making the Vehicle available for return or collection does not constitute the Vehicle being Checked In or Off-Hire; the Vehicle shall remain at the Hirer’s Risk and hire charges shall continue to accrue until the Vehicle has been Checked In by Radius in accordance with these Terms and Conditions.

8. OPERATION OF THE VEHICLE

8.1 The Hirer shall ensure that the Vehicle is:

(a) operated properly, safely and lawfully (including in accordance with the Highway Code); and

(b) operated by drivers who at all times hold valid and current driving licences for the appropriate DVLA vehicle category, and who at all times hold valid insurance in the appropriate class of use (an ‘Authorised Driver’).

8.2 The Hirer shall procure that all restrictions and obligations imposed on it by the Contract apply equally to its Authorised Driver(s), employees, contractors and/or Affiliates, and ensure that all such employees, contractors and/or Affiliates fully comply with all such restrictions and obligations (including, without limitation, any laws applicable to the performance of their respective obligations under the Contract).

8.3 The Hirer shall comply with any instructions or conditions issued by Radius or the Vehicle manufacturer relating to the use of the Vehicle, including any health and safety, security and operational policies published on Synergy or otherwise communicated to the Hirer from time to time by Radius.

8.4 Where the Vehicle is an ICE, this clause 8.4 shall apply. The Hirer shall ensure the correct type and quantity of fuel is put in the Vehicle in accordance with the manufacturer’s instructions. Should the Vehicle Breakdown or be involved in an Incident as a result of failure to comply with the manufacturer’s fuelling instructions, then the Hirer will reimburse Radius in full for all costs and damages associated therewith.

8.5 Where the Vehicle is a BEV, this clause 8.5 shall apply. The Hirer shall electrically charge the Vehicle in accordance with the manufacturer’s instructions. Should the Vehicle Breakdown or be involved in an Incident as a result of failure to comply with the manufacturer’s charging instructions, then the Hirer will reimburse Radius in full for all costs and damages associated therewith.

8.6 The Hirer undertakes and agrees that the Vehicle will not be driven:

(a) in a manner which would render void the Hirer’s Vehicle insurance policy or other contracted insurance;

(b) for carrying passengers or goods for payment, unless the Hirer has obtained Radius’ prior written authorisation. The Vehicle must not be used to carry dangerous, hazardous or illegal goods under any circumstances;

8.6 The Hirer undertakes and agrees that the Vehicle will not be driven:

(c) to propel or tow any vehicle or trailer without prior written permission of Radius;

(d) in the event of a mechanical, electrical or structural failure, in a manner which may create further Damage or be in contravention of any Law;

(e) by any person under the influence of drugs or alcohol or any other substance that impairs driving;

(f) where the load would cause the plated gross vehicle weight to be exceeded or where the load is improperly loaded or secured; or

(g) when the Hirer is not in possession of all licences appropriate to the operation of the Vehicle.

8.7 Smoking (including e-cigarettes or vaping) is strictly prohibited in the Vehicles.

8.8 The Hirer shall not take the Vehicle outside of Great Britain and Northern Ireland without obtaining the prior written consent of Radius which, if granted, shall be subject to a written variation to the Contract containing various conditions including:

(a) a list of the overseas jurisdiction(s) to which the Vehicle may be taken;

(b) production of evidence of appropriate Vehicle insurance by the Hirer;

(c) the Hirer undertaking that the Authorised Driver of the Vehicle (i) will comply with each overseas jurisdiction’s driving rules and (ii) has all necessary licences, permits and certifications to drive in such jurisdictions;

(d) the Hirer obtaining an appropriate letter of authority and VE103B vehicle on-hire certificate from Radius and carrying the VE103B certificate when taking the Vehicle abroad; and

(e) payment by the Hirer of Radius’ administration fee.

9. MILEAGE

9.1 The hire charges are based on (among other things) the Annual Mileage Allowance. The Hirer must promptly inform Radius if it anticipates exceeding, or has exceeded, the Annual Mileage Allowance. The Hirer acknowledges and agrees that it remains responsible for ensuring the Vehicle does not exceed the Annual Mileage Allowance, notwithstanding clause 9.2.

9.2 Radius may at its discretion monitor the mileage accrued by the Vehicle during the Contract Hire Period (“Actual Mileage”) by reference to data stored on the Vehicle’s OEM data and/or Telematics Hardware and readings taken during Maintenance Events. If the Actual Mileage exceeds or is likely to exceed (on a pro rata basis) the Annual Mileage Allowance or should Radius receive any adverse information from the Hirer around the usage of the Vehicle, Radius may:

9.2 Radius may at its discretion monitor the mileage accrued by the Vehicle during the Contract Hire Period (“Actual Mileage”) by reference to data stored on the Vehicle’s OEM data and/or Telematics Hardware and readings taken during Maintenance Events. If the Actual Mileage exceeds or is likely to exceed (on a pro rata basis) the Annual Mileage Allowance or should Radius receive any adverse information from the Hirer around the usage of the Vehicle, Radius may:

(a) invoice the Hirer retrospectively for the amount by which the Actual Mileage exceeds the Annual Mileage Allowance at the rate stated in the Hire Agreement; and/or

(b) increase the Hirer’s Annual Mileage Allowance for the remainder of the Contract Hire Period to reflect the Actual Mileage and adjust the hire charges proportionately for the outstanding Contract Hire Period.

10. MAINTENANCE OF THE VEHICLE

10.1 Unless otherwise stated in the Hire Agreement, the following provisions of this clause 10 shall apply.

10.2 During the Contract Hire Period the Hirer undertakes and agrees to:

(a) regularly monitor Synergy and promptly comply with any upcoming and overdue compliance actions relating to Maintenance Events detailed thereon in respect of the Vehicle;

(b) contact Radius in a timely manner to arrange the Vehicle’s appointments for Maintenance Events during the Vehicle’s applicable maintenance window as identified on the earliest indication by either:

i. in Synergy by date, or

ii. by Vehicle mileage as displayed on the Vehicle maintenance sticker in the windscreen or the service mileage interval displayed on the Vehicle Handover Documents; or

iii. if the Vehicle is displaying a service indicator; and

(c) at the Hirer’s expense deliver the Vehicle for its Maintenance Event at the duly arranged appointment date, time and location. If the Vehicle is not presented at the agreed location at the agreed date and time, Radius reserves the right to levy a no-show administration fee on the Hirer; and

(d) permit Radius to carry out all necessary repairs, servicing, testing, compliance checks and inspections, and to return or make the Vehicle available for collection for such purposes. Where collection is requested, the costs of such collection shall be payable by the Hirer only where specified in the Charges Schedule or where the need for collection arises due to the Hirer’s act or omission; and

(e) inform Radius in writing of any loss or Damage to, or fault developing in, the Vehicle; and

(f) be responsible for conducting routine maintenance checks, which are not Maintenance Events, that are necessary for the Vehicle’s normal, safe operation and shall complete all necessary maintenance activities (at its own expense) including:

(f) be responsible for conducting routine maintenance checks, which are not Maintenance Events, that are necessary for the Vehicle’s normal, safe operation and shall complete all necessary maintenance activities (at its own expense) including:

(i) maintenance of sufficient amounts of consumables in accordance with Vehicle manufacturer’s guidance including (as applicable to the Vehicle): AdBlue; antifreeze; air pressure in tyres; battery fluid; coolant; engine oil; electrical charge; fuel; screen-wash;

(ii) ensuring wheel nuts are sufficiently tight; and

(g) not alter or modify the Vehicle without Radius’ consent. This prohibition does not apply to routine or approved repairs carried out strictly in accordance with clause 14 (Damage to the Vehicle).

10.3 The Hirer acknowledges that the Vehicle’s insurance policy may be null and void during any period for which the Vehicle does not have a valid MOT. The Hirer shall be fully responsible for, and shall indemnify Radius against, any loss, claim, demand, action, proceedings, damage, charge, cost or expense suffered or incurred by Radius arising out of or in connection with any period during which the Vehicle does not have a valid MOT certificate, including any loss of insurance cover and any costs arising from an uninsured event.

10.4 The Hirer shall be liable for the cost of any repairs to the Vehicle which are neither Maintenance Events nor a Mechanical Breakdown, including but not limited to repairs of the following: windscreens, damaged or punctured tyres (including sidewall damage, run-flats and blow-outs), bodywork, call-outs for Worn Tyres or damaged tyres, breakdowns arising from driver error (including misfuel and water ingress), wheel misalignment, diesel particulate filter (DPF) blockage, damaged clutches (when diagnosed fully and blue in colour) and rodent damage. Any such repairs shall be carried out in accordance with clause 14 (Damage to the Vehicle).

10.5 If the maintenance of the Vehicle is not carried out in accordance with this clause 10 and in accordance with the Vehicle manufacturer’s recommendations, and any instructions reasonably issued by Radius (including, without limitation, any omission, delay, missed appointment), such failure shall constitute a breach of this Agreement. In the event of any such breach under this clause 10.5, Radius reserves the right to recover from the Hirer all losses, costs and expenses arising directly or indirectly as a result of such breach, including (without limitation):

(a) any loss of, or impact on, any warranty provided by the Vehicle manufacturer;

(b) any reduction in the residual value of the Vehicle; and

(c) any additional repair, servicing and/or administrative costs reasonably incurred by Radius.

10.6 Responsibility for the cost of Maintenance Events will rest with either Radius or the Hirer, as stated in the Charges Schedule.

11. SECURITY OF THE VEHICLE

11.1 The Hirer undertakes to ensure that, when not in use, the Vehicle:

(a) engine is turned off and any handbrake is applied;

(b) is adequately locked, protected, and secured and the keys/fobs are safely stored; and

(c) is parked in an appropriate, lawful location.

12. BREAKDOWN OF THE VEHICLE

12.1 In the event of a Breakdown or a Vehicle fault, the Hirer shall promptly and in any even within 24 hours notify Radius via telephone on 01664 494000.

12.2 In the event of a Breakdown or a Vehicle fault, Radius will despatch an agent to inspect the Vehicle and assess the cause. If Radius determines, in its sole discretion, that the Breakdown or Vehicle fault is caused by:

(a) a mechanical issue relating to the Vehicle that has not been caused or contributed to by the Hirer (a “Mechanical Breakdown”), this clause 12 shall apply; or

(b) an Incident, clause 13 shall apply.

If the Vehicle suffers a Mechanical Breakdown within England, Scotland, Wales or Northern Ireland, Radius will arrange for the Vehicle to be recovered to an Approved Repairer and will pay for a single recovery movement to that Approved Repairer. If the Vehicle is not repairable, or if repair is not possible within a reasonable timescale, Radius shall use reasonable endeavours to procure a Substitute Vehicle for the Hirer as soon as reasonably practicable. Any Substitute Vehicle provided may differ from the Specification of the Vehicle.

Where the Mechanical Breakdown is not caused or contributed to by the Hirer, such Substitute Vehicle shall be provided at no additional cost to the Hirer unless otherwise stipulated in the Charges Schedule. Where the Mechanical Breakdown is caused or contributed to by the Hirer (including through negligence, misuse or failure to comply with the Contract or manufacturer requirements), any Substitute Vehicle provided shall be chargeable to the Hirer, and any charges associated with providing a Substitute Vehicle (including any higher third party costs or mileage based charges) may be payable by the Hirer.

For the purposes of this clause, the meaning of “reasonable timescale” shall be determined by Radius with reference to the prevailing circumstances of the Mechanical Breakdown, including location, nature of the required repair, availability of replacement parts, time of day and day of the week (including whether it is a bank holiday). Radius shall be responsible for all recovery and repair costs relating to the Vehicle arising under this clause. However, any additional vehicle movements beyond the single recovery movement referred to above shall be at the Hirer’s cost, except where such additional movements are required due to a Mechanical Breakdown that is not caused or contributed to by the Hirer.

13. INCIDENT INVOLVING THE VEHICLE

13.1 The Hirer shall immediately on the occurrence of an Incident:

(a) if required by Law, notify the Police; and

(b) notify the Insurers upon the occurrence of an Incident in order to:

(i) obtain a claim reference number;

(ii) provide all information reasonably required by the Insurers; and

(iii) where necessary, arrange for the Vehicle to be towed away at the Insurers’ cost, to the extent permitted under the Hirer’s insurance policy; and

(c) notify Radius via telephone on 01664 494000 (or other such replacement number as notified by Radius from time to time) to provide all requisite details where applicable including:

(i) a Police crime reference number;

(ii) the Insurers’ claim reference number;

(iii) all information provided to the Insurers pursuant to clause 13.1(b);

(iv) whether the Vehicle has been recovered by the Police or the Insurers or needs to be recovered by a breakdown recovery vehicle on behalf of Radius; and

(v) whether the Vehicle has been placed in storage, for example by the Police or the Insurers.

13.2 In the event of an Incident, the Hirer shall not remove, disable or allow any third party (including the Insurers) to remove or disable any Telematics Hardware from the Vehicle unless and until Radius has received, in cleared funds:

(a) the Total Loss settlement payment from the Insurer or a third party’s insurer; and

(b) the Hirer’s Total Loss Excess Liability.

13.3 If the Incident involves the Vehicle being stolen or lost, the Hirer shall promptly:

(a) return any keys/fobs in its possession at the Hirer’s cost to Radius in the manner and to the address stipulated by Radius; and

(b) notify Radius if the stolen or lost Vehicle is found whereupon Radius will arrange recovery of the Vehicle to an appropriate Radius Depot at the Hirer’s cost.

13.4 If the Incident does not involve the Vehicle being stolen or lost, and the Hirer’s Insurer exercises any right to assume control of, repossess or remove the Vehicle as a result of the Incident, the Hirer:

(a) shall immediately notify Radius in writing of the Vehicle’s location and the circumstances giving rise to such action;

(b) shall remain fully liable under the Contract for the Vehicle at all times, including during any period in which the Hirer’s Insurer or its agents exercise control of, or physical custody over, the Vehicle;

(c) shall ensure that the Vehicle is either returned to Radius or made available for collection by Radius at a location agreed between the parties, in each case in accordance with the terms of the Contract;

(d) acknowledges that, for the avoidance of doubt, the Vehicle shall remain at the Hirer’s Risk and shall not be considered Off-Hire until it has been Checked In by Radius in accordance with these Terms and Conditions;

(e) shall cooperate fully with Radius and its representatives, including by granting reasonable access to the Vehicle at any time, to enable Radius to verify the Vehicle’s condition, location and status; and

(f) acknowledges that if the Hirer’s Insurer fails to provide timely notifications, updates or access to the Vehicle as required under the Contract, Radius may, at its sole discretion, take any reasonable action necessary to protect the Vehicle. Such actions may include, without limitation, contacting the insurer directly, inspecting the Vehicle, recovering or repossessing the Vehicle, or taking steps to mitigate any loss or damage. The Hirer shall remain fully liable for all reasonable costs, losses and damages incurred by Radius in exercising its rights under this clause.

13.5 In the event of an Incident the Hirer shall co-operate with Radius and the Insurers at all times, including in the following respects:

(a) provide complete and accurate information relating to any Incident as soon as reasonably practicable or as otherwise earlier required hereunder or by the Insurers;

(b) actively contact the Insurers to ensure the claim is settled as soon as practicable;

(c) promptly provide Radius with copies of all documents the Hirer receives in connection with any Incident;

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

(e) promptly provide Radius with any details relating to a third-party insurance claim relating to the Vehicle;

(f) ensure all information it provides relating to the Incident is accurate, complete and not misleading; and

(g) ensure the prompt payment to Radius of all monies received by the Hirer from the Insurers to the extent that such monies relate to loss of or damage to the Vehicle. For the avoidance of doubt, the Hirer shall not be required to pay to Radius any sums paid by the Insurers which relate to claims of the Hirer for personal injuries, the Hirer’s own loss of use of the Vehicle, or loss of or damage to property of the Hirer unconnected with the Vehicle. Where the Insurers make payment to the Hirer as the policyholder rather than directly to Radius, the Hirer shall hold any sums relating to loss of or damage to the Vehicle on trust for Radius and shall remit such sums to Radius immediately upon receipt.

13.6 The Hirer agrees that Radius may share the Hirer’s relevant Personal Data in accordance with clause 26.14 if Radius is contacted by a third party in connection with the Vehicle.

13.7 In the event of an Incident, the Hirer (which for the avoidance of doubt includes any third party on behalf of the Hirer) shall not admit or be deemed to have admitted liability to any third party in respect of any Incident, accident, or claim arising under or in connection with the Contract.

13.8 In the event of an Incident, where the Vehicle is to be repaired, the Hirer (either itself or via the Insurers) shall be responsible to ensure that the Vehicle is driven or otherwise transported to a suitable and authorised repair location for any necessary repairs, as at the direction of Radius.

14. DAMAGE TO THE VEHICLE

14.1 The Hirer shall be responsible for the cost of repairing any Damage to the Vehicle (either itself or via the Insurers) including arising from an Incident and hereby authorises Radius to:

(a) carry out any repairs (including after the expiry or earlier termination of the Contract Hire Period); and

(b) invoice the Hirer for those repairs.

14.2 The Hirer hereby authorises Radius to repair any Damage to the Vehicle, including after the expiry or earlier termination of the Contract Hire Period, where the cost of such repair is at or below the Approved Authorisation Amount. In such circumstances, Radius shall undertake the repairs, invoice the Hirer accordingly and may either (a) collect the funds from the Hirer’s nominated bank account by direct debit, or (b) require that the charges become due and payable in accordance with clause 21.1.

14.3 If the cost of repairing any Vehicle Damage exceeds the Approved Authorisation Amount, Radius will notify the Hirer with a claim pack setting out all relevant information including a breakdown of the cost of the repairs (“Claim Pack”). If the Hirer either:

(a) accepts the contents of the Claim Pack, or

(b) does not respond by the deadline stipulated in the Claim Pack (the “Response Deadline”), the Hirer will be deemed to have accepted the contents of the Claim Pack, and Radius will undertake the repairs, and invoice the Hirer accordingly and either (i) draw the funds from the Hirer’s nominated bank account by direct debit or (ii) the charges shall become due and payable in accordance with clause 21.1.

If the Hirer disputes any contents of the Claim Pack it shall contact Radius in accordance with clause 29.1 prior to the Response Deadline.

14.4 Radius may, at its sole discretion, decide not to carry out repairs to Damage to the Vehicle. In such circumstances, Radius reserves the right to charge the Hirer an amount equal to the reasonable cost of the repair works that would otherwise be required to remedy such Damage, whether or not such repairs are undertaken and irrespective of when they may be carried out.

14.5 The Hirer acknowledges and agrees that:

(a) it shall not without Radius’ prior written approval carry out itself and/or engage any third party other than an Approved Repairer to carry out repairs on a Vehicle, including;

(b) in the event of any act or omission or failure to comply with the Contract by the Hirer which causes or contributes to the invalidation of the manufacturer’s warranty for the Vehicle, the Hirer will be responsible for any and all costs incurred by Radius that are associated with such invalidation;

(c) if the keys/fobs to any Vehicle are lost during the Contract Hire Period, Radius may need to replace the full lock set in the Vehicle for security reasons. In such circumstances the Hirer will be responsible for the cost of doing so (including spare keys/fobs) at the cost price plus an administration fee thereon; and

(d) it shall continue to be liable for payment of all sums due under clause 21 and the Contract Hire Period shall endure notwithstanding any lack of availability of the Vehicle due to it being:

(i) stolen; or

(ii) repaired; or

(iii) otherwise unavailable.

14.6 If the Hirer’s Insurer exercises any right to take control of, repossess or otherwise remove the Vehicle as a result of the Damage, the Hirer shall immediately notify Radius in writing of the Vehicle’s location and the circumstances necessitating such action. The Hirer remains fully liable under the Contract for the Vehicle at all times, including during any period in which the Hirer’s Insurer or its agents exercise control of, or physical custody over, the Vehicle. For the avoidance of doubt, making the Vehicle available for return or collection does not constitute the Vehicle being Checked In or Off-Hire; the Vehicle shall remain at the Hirer’s Risk, and Charges shall continue to accrue, until the Vehicle has been Checked In by Radius in accordance with these Terms and Conditions or, where the Vehicle has been declared a Total Loss, until Radius has received written confirmation of settlement from the Hirer’s Insurer. The Hirer shall cooperate fully with Radius and its representatives, including granting reasonable access to the Vehicle, to enable Radius to verify the Vehicle’s condition, location and status at any time. If the Hirer’s Insurer fails to provide timely notifications, updates or access to the Vehicle as required under the Contract, Radius may, at its sole discretion, take any reasonable action necessary to protect the Vehicle. Such actions may include, without limitation, contacting the Insurer directly, inspecting the Vehicle, recovering or repossessing the Vehicle, or taking steps to mitigate any loss or damage. The Hirer shall remain fully liable for all reasonable costs, losses and damages incurred by Radius in exercising its rights under this clause.

15. NEGLIGENT DAMAGE TO THE VEHICLE

15.1 The Hirer shall be liable to Radius for the cost of repair or rectification of any Damage to the Vehicle resulting from negligence, abuse, modification, improper repair or improper use of the Vehicle by the Hirer, its employees, agents or subcontractors, including any failure to follow Radius’ instructions. The Hirer shall, in all circumstances, be responsible for all Overhead/Undercarriage Damage, however caused. Radius reserves the right, within a reasonable timeframe following the Vehicle return inspection document, and where any matter giving rise to charges under these Terms and Conditions could not reasonably have been identified at the time of Check In, within a reasonable timeframe thereafter, to notify the Hirer of any such charges and to require payment of all associated costs.

16. ROAD TRAFFIC OFFENCES, PENALTIES, FINES AND CHARGES

16.1 The Hirer shall be liable, as if it were the owner of the Vehicle, in respect of:

(a) any fixed penalty offence, penalty charge notice, notice to owner, parking charge notice for that vehicle under s66 Road Traffic Offenders Act 1988, Schedule 6 Road Traffic Act 1991, Traffic Management Act 2004, Protection of Freedoms Act 2012 and any other relevant Law; and

(b) any toll charges and any unpaid toll charge notice, congestion charges, fines (including penalty charge notice (“PCN”)) or similar costs.

16.2 The Hirer shall be liable as principal for, and shall indemnify Radius against, all fines, penalties and/or charges imposed or levied in connection with the use of the Vehicle during the Contract Hire Period, including those arising under clause 16.1 or from any breach or non-compliance with transport, traffic or any other applicable Law. The Hirer shall also pay an administration fee to cover Radius’ time and costs incurred in dealing with any such matter.

16.3 During the Contract Hire Period the Hirer undertakes and agrees to regularly monitor Synergy and the email account the Hirer specifies in the Vehicle Handover Documents to check for any documentation relating to the items listed in clauses 16.1(a) and 16.1(b) and undertake all necessary actions thereto.

16.4 During the Contract Hire Period and for a period of six years thereafter, the Hirer undertakes and agrees to regularly monitor the email account the Hirer specifies in the Vehicle Handover Documents or as communicated from Radius from time to time for any communication from Radius relating to items listed in clauses 16.1(a) and (b) and undertake all necessary actions thereto.

17. VEHICLE TELEMATICS AND COMMUNICATION DURING HIRE

17.1 The Hirer acknowledges that the Vehicle(s) will be fitted with Telematics Hardware. The Hirer acknowledges that the Telematics Hardware installed in the Vehicle enables the real time tracking of assets and recording of video footage from cameras installed on the Vehicle where applicable. This may mean that the tracking also permits the identification of movements of individuals, such as the Hirer’s employees, customers, contractors or other third parties. The Hirer understands that it is their responsibility to ensure that all Data Protection Laws are adhered to in their use of the Vehicles. The Hirer hereby acknowledges and consents to manufacturer Original Equipment Manufacturer (OEM) data of the Vehicle being sent to Radius or an Affiliate.

17.2 The Hirer must ensure that the Telematics Hardware is not tampered with and remain operational at all times. If the Hirer believes that the Telematics Hardware are not functioning correctly, are not connected properly, or appear damaged, the Hirer shall promptly report the issue to Radius in writing via fleet@radiusvehiclesolutions.com. Upon receiving such a report, Radius may first request that the Hirer checks that the Telematics Hardware is correctly plugged in. If the issue persists, Radius shall send replacement Telematics Hardware to the Hirer’s business address and the Hirer shall return the original unit to Radius (or to such other address as Radius may reasonably specify).

17.3 The Hirer acknowledges and agrees that Radius will need to contact the Hirer’s employees from time to time regarding delivery, collection, vehicle recalls, Maintenance Events and other matters relating to the safe operation of the Vehicle. It is the Hirer’s responsibility to ensure that it has obtained the relevant consent from its employees for Radius to use and process their data (including any Personal Data) for such purposes.

17.4 The Hirer acknowledges and agrees that:

(a) the accessibility, accuracy and availability of the Data Reports (or any relevant parts thereof) including Telematics Hardware depend on systems, technologies and external factors beyond the reasonable control of Radius, and Radius makes no representation or warranty in this regard. Due to the nature of such technologies and systems, issues such as outages, link failures, network overloads, signal degradation, topographical conditions, electromagnetic interferences and other disruptions may adversely affect the accessibility or availability of the Data Reports including Telematics Hardware. Radius does not warrant that the Data Reports, or any features made available on Synergy, or Telematics Hardware will continue to be supported, or that the Hirer will be able to use them for the intended use, due to the fact that such depends partly on circumstances beyond the Radius’ reasonable control.

(b) where Telematics Hardware is enabled by Artificial Intelligence (AI) technologies, the associated outputs are limited and may in some situations result in incorrect or inaccurate results or outputs, as AI is an evolving technology, is based on statistical models, and may not always reflect real-world complexities; and

(c) CO2 figures are reliant on information provided by the Hirer and are calculated by reference to miles travelled and the vehicle's CO2 emissions data. CO2 figures are an estimate only and do not take into account variables outside the Hirer’s knowledge such as fuel type, tyre pressure and vehicle load.

17.5 Radius may at any time, in its sole discretion, temporarily suspend access to the Data Reports (or any parts thereof) including Telematics Hardware for the purposes of maintaining, repairing or updating them. Radius may also, at its discretion, make changes to the functionality, presentation, features, modes of access or content of the Data Reports (or any parts thereof) including Telematics Hardware at any time, and may do so without prior notice to the Hirer.

17.6 The Hirer is solely responsible for the protection, retention and backup of any data stored in the Vehicle’s tachograph or telematics systems, and Radius shall have no liability for the loss, corruption or failure to retain such data.

18. INSURANCE OF THE VEHICLE

18.1 The Hirer agrees and undertakes as follows:

(a) Where the Hirer elects to adopt the insurance cover provided by Radius or an Affiliate (where available for retail hires), the terms, conditions and limitations of Radius’ insurance policy (a copy of which is available upon request) are deemed to be incorporated into these Terms and Conditions.

(b) The Hirer shall pay any applicable Collision Damage Waiver charges per day per insured driver in accordance with Radius’ current tariff in order to obtain relief from liability to pay the insurance excess applicable to Radius’ insurance policy. For the purposes of this Contract, Collision Damage Waiver has the meaning given to it in the Hire Agreement.

(c) For the avoidance of doubt:

(i) Collision Damage Waiver does not relieve the Hirer of liability for minor Damage, which includes (but is not limited to) damage to tyres, windows, mirrors, seats, aerials and fuel caps; and

(ii) all Overhead/Undercarriage Damage is excluded from Radius’ insurance coverage and is the sole responsibility of the Hirer.

(d) If the Hirer completes and signs the section of the Hire Agreement contained within the Vehicle Handover Documents referring to “own insurance”, or if Radius determines (in its absolute discretion) that Radius’ insurance shall not be provided for the particular hire, then the Hirer undertakes, throughout the Contract Hire Period (and without prejudice to the Hirer’s liability to Radius), to keep the Vehicle fully comprehensively insured in the Hirer’s name with a Reputable Insurer, providing cover against all risks of loss or damage (including accident, fire, theft, windscreen damage and third party risks) and for business usage and shall, on demand, provide Radius with a copy of the insurance certificate and any other evidence of insurance reasonably required by Radius.

(e) The Hirer must notify Radius if the Vehicle is added to the Motor Insurance Bureau’s database and must immediately notify Radius of any modification, cancellation or change of insurance provider or policy terms, including any change in the level of excess. Upon any such change, the Hirer shall provide Radius with an updated and valid certificate of insurance evidencing compliance with the insurance requirements under the Contract.

18.2 Irrespective of the identity of the Insurer, the Hirer shall:

(a) notify the Insurer that the Vehicle is under contract from Radius and the Vehicle’s registered keeper is Radius (or the name of the relevant third party if Radius is not the registered keeper of the Vehicle), and request the Insurer to endorse a note of such interest on the insurance policy naming Radius as ‘loss payee’;

(b) on-demand show to Radius the insurance policy, the insurance schedule, the insurance premium payment receipts and insurance certificate;

(c) not use or allow the Vehicle to be used for any purpose not permitted by these Terms and Conditions or the insurance policy or do or allow to be done any act or thing whereby the insurance may be invalidated;

(d) indemnify Radius against all loss or Damage to the Vehicle, whether or not covered and recoverable under the insurance policy;

(e) authorise the Insurer to communicate directly with Radius and give Radius any information it requires;

(f) authorise Radius to take over any claim which the Hirer may have which relates to the Vehicle and to negotiate and settle that directly with the Insurer; and

(g) be fully responsible for the provision of comprehensive cover for the Vehicle the duration of the Contract Hire Period.

18.3 Irrespective of the identity of the Insurer and without prejudice to the Hirer’s obligations under clause 12, if any Incident occurs that is a risk covered by such Insurers, the Hirer:

(a) shall immediately notify Radius of such Incident;

(b) shall not compromise, settle or otherwise prejudice any claim without the prior written consent of Radius;

(c) shall allow Radius to take over the conduct of negotiations with the Insurer (except in relation to claims of the Hirer for personal injuries, the Hirer’s own loss of use of the Vehicle, or loss of or damage to property of the Hirer unconnected with the Vehicle); and

(d) shall, at the Hirer’s expense, take such proceedings (in the sole name of the Hirer or jointly with Radius) as Radius may direct.

Any monies received by the Hirer from the Insurers shall be paid to Radius, except for any sums paid in relation to:

(i) claims of the Hirer for personal injuries;

(ii) the Hirer’s own loss of use of the Vehicle; or

(iii) loss or damage to property of the Hirer unconnected with the Vehicle.

18.4 In the event the Hirer is not a limited company and/or the Hirer’s insurance policy does not contain an “any driver authorised” clause, then at the point of collection of a Vehicle by the Hirer from Radius or delivery of a Vehicle by Radius to the Hirer, the Hirer’s driver shall allow Radius to inspect and take a copy of their driving licence to validate their identity as a named driver on the Hirer’s insurance policy.

18.5 If any Vehicle is declared a Total Loss, and the insurance proceeds relating to the Vehicle are paid to the Hirer by the Insurer or a third party insurer, the Hirer shall pay such proceeds over to Radius, which shall apply them toward payment of the sum necessary to compensate Radius for:

(a) the loss of the Vehicle (on a CAP retail basis), including any hire charges for the unavailability of the Vehicle for use for hiring purposes in accordance with clause 21;

(b) any insurance excess and any shortfall applicable to the Hirer’s insurance policy; and

(c) the loss of potential profit as a result of the loss of that Vehicle.

Together, clauses 18.5(a), (b) and (c) constitute the ‘Hirer’s Total Loss Excess Liability’.

18.6 The Hirer shall pay directly to Radius any amount deducted by the Insurers from the insurance proceeds by way of excess (unless the Hirer has purchased Collision Damage Waiver for the relevant Authorised Driver, as defined in the Charges Schedule), together with any Value Added Tax payable on any repair costs. The Hirer shall also pay any other costs incurred by Radius which arise directly or indirectly as a result of the Incident and which are not covered by the Hirer’s Insurers.

18.7 Radius shall have the right to repair or have repaired any Vehicle which is the subject of an Incident. If Radius does not choose to do so, the Hirer may subject to Radius’ prior written approval in accordance with clause 14.5(a) arrange for the necessary repairs to be completed at the Hirer’s cost by an Approved Repairer where the Vehicle has not become a Total Loss. The Hirer shall be liable to continue to pay the charges in respect of the Vehicle during such period of reinstatement or repair.

18.8 If the Hirer defaults in the payment of any premiums in respect of the Vehicle insurance policy this will be construed as a material breach of Contract and Radius will terminate the Contract in accordance with clause 30.3(a).

18.9 The Hirer shall be responsible for any loss or damage to the Vehicle, its accessories or equipment, which is not covered by Radius’ insurance policy or which arises as a result of the Hirer’s breach of the Contract.

18.10 The Hirer will reimburse Radius for any loss or damage arising in respect of damage caused to the Vehicle prior to the date on which the Vehicle is declared a Total Loss.

Where a Vehicle is declared a Total Loss — whether under an insurance policy, by a third party insurer, or as a non insurance Total Loss determination made in accordance with the Charges Schedule — the Hirer acknowledges and agrees that:

(a) for so long as the Insurer, a third party insurer, or (in the case of a non insurance Total Loss) the Hirer or its indemnity provider is managing, investigating, processing or otherwise handling the claim or loss, the Hirer shall remain liable to pay all sums due under clause 21.1;

(b) the Contract Hire Period shall continue, and the Vehicle shall remain on hire, notwithstanding any lack of availability or usability of the Vehicle, and shall not be Off-Hire unless and until the requirements of the definition of “Off-Hire” are satisfied;

(c) accordingly, the Vehicle shall not be Off-Hire unless and until Radius has:

(i) completed a Check In of the Vehicle in accordance with these Terms and Conditions; and

(ii) received, in cleared funds:

• the full Total Loss settlement payment from the Insurer or a third party insurer (or equivalent agreed amount in a non insurance Total Loss); and
• all sums comprising the Hirer’s Total Loss Excess Liability.

The Hirer shall also be responsible for all storage, recovery and associated costs relating to the Vehicle arising from, or in connection with, an insurance or non insurance Total Loss, and such costs shall be payable in accordance with this clause.

19. HIRER’S PROPERTY IN THE VEHICLE

19.1 Radius shall not be liable for loss of or damage to any property left, stored or transported by the Hirer or any other persons in or upon the Vehicle before, during or after the Contract Hire Period. The Hirer hereby agrees to hold Radius harmless from and to indemnify Radius against all claims made by third parties and based upon or arising out of such loss or damage (unless caused directly by the negligence of Radius).

20. RETURN OF THE VEHICLE TO RADIUS

20.1 The Hirer undertakes to either return the Vehicle to Radius or make it available for collection by Radius:

(a) at the earlier of:

(i) the scheduled end of the Contract Hire Period; and

(ii) the date on which Radius demands that the Vehicle be made available;

(b) to the Radius Depot during Normal Business Hours, as identified in the Hire Agreement or otherwise agreed between the parties, where the Hirer elects to return the Vehicle directly;

(c) in the condition prevailing at the commencement of the Contract Hire Period (fair wear, tear and traffic grime excepted). If the Hirer fails to remove any livery and/or signwriting applied during the Contract Hire Period, Radius may levy an additional charge (as set out in the Charges Schedule), which shall be immediately due and payable;

(d) if the Vehicle is an ICE Vehicle, with the same level and type of fuel and AdBlue (if applicable) as at the commencement of the Contract Hire Period; and

(e) if the Vehicle is a BEV, with the same level of electrical charge as at the commencement of the Contract Hire Period.

20.2 When the Hirer delivers the Vehicle to Radius, the Vehicle will be inspected by Radius, and the Hirer or its representative will be asked to sign a Vehicle return inspection document. The completion of the Vehicle return inspection document confirms that the Vehicle has been returned to, and is in the possession of, Radius, and is completed and signed at the time of return is the agreed record of the condition of the Vehicle at the end of the Contract Hire Period or upon earlier termination of the Contract. Radius reserves the right to levy additional charges if the Hirer does not comply with clause 6.2 and/or if the Vehicle return inspection document identifies any material deterioration in the condition of the Vehicle. The Hirer is invited to be present when the Vehicle return inspection document is completed. If the Hirer is not present, or declines to countersign the Vehicle return inspection document, Radius’ inspection record shall be treated as an accurate record of the Vehicle’s condition at the end of the Contract Hire Period, absent manifest error.

20.3 If the Vehicle is delivered to a Radius Depot outside of Normal Business Hours for that office, the Contract Hire Period shall be deemed to continue, and any loss or damage occurring to the Vehicle shall be at the Hirer’s Risk until the Vehicle has been Checked In by Radius.

20.4 If the parties agree that the Vehicle is to be collected by Radius on the Return Date (or another agreed date), the Hirer shall make the Vehicle available for collection at the agreed location. The Hirer must provide Radius two Business Days notice that the Vehicle is ready for collection (“Collection Notification”). Business Days exclude weekends and Bank Holidays, and hire charges shall continue to accrue over any such non Business Days falling within this period. If Radius or its agent attempts to collect the Vehicle and the Vehicle is not available, or collection is prevented due to the Hirer’s conduct, Radius may charge the Hirer: (a) all reasonable costs incurred in the failed collection; and (b) hire charges for the period during which the Hirer retains possession of the Vehicle, including the two Business Day period referred to above, until the Vehicle has been Checked In. In the event of a failed collection, Radius will use reasonable endeavours to arrange another suitable collection date. Alternatively, the Hirer may deliver the Vehicle to the Radius Depot during Normal Business Hours, after which the Vehicle will be subject to the Check In process. For the avoidance of doubt, the Vehicle shall not be considered Off Hire until it has been Checked In in accordance with these Terms and Conditions.

20.5 If the Hirer fails to make the Vehicle available for return or collection in accordance with this clause 20.5, Radius reserves all rights to pursue any legal remedies available to it for the recovery of the Vehicle and any associated losses.

Payments

21. PAYING WHAT THE HIRER OWES RADIUS

21.1 The Hirer shall pay to Radius the following Charges on or before the invoice due date, and in any event in accordance with the Charges Schedule:

(a) the hire charges, as set out in the Charges Schedule;

(b) the current tariff charges (which are available on request) applicable from time to time during the Contract Hire Period in respect of:

(i) insurance including Collision Damage Waiver (the same of which will, if applicable, be set out in the Hirer’s insurance policy), unless clause 18.1(b) applies;

(ii) failure to comply with clauses 20.1(d) or 20.1(e);

(c) charges relating to Damage to, or loss of parts of, the Vehicle in accordance with clause 14.1;

(d) additional insurance charges;

(e) the excess amount (as detailed in the Hire Agreement) in respect of any Incident where Collision Damage Waiver does not apply (the same of which will, if applicable, be set out in the Hirer’s insurance policy);

(f) any excess Mileage charges or time-based charges;

(g) fuel or recharging fee where the Vehicle is either returned to Radius or made available for collection by Radius with a lower level of fuel, electrical charge and/or AdBlue (if applicable) than at the commencement of the Contract Hire Period;

(h) any ancillary equipment charges as set out in the Charges Schedule;

(i) compensation at a rate equal to Radius’ prevailing hire charges for the Vehicle to cover any losses incurred by Radius due to the Vehicle being unavailable for hire whilst Radius undertakes any repairs or cleaning to restore the Vehicle to its condition at the commencement of the Contract Hire Period (fair wear and tear and traffic grime excepted);

(j) Value Added Tax at appropriate prevailing rates on all sums due from the Hirer under the terms of the Contract;

(k) any other sums including administration fees for which the Hirer is liable to Radius under the terms of the Contract including for processing traffic fines or similar penalties;

(l) any replacement of a VE103B vehicle on-hire certificate, plus an administration fee thereon;

(m) any other charges for which the Hirer is liable to Radius for, as set out in the Charges Schedule; and

(n) any loss, damage or other costs as set out in the Contract.

21.2 The Hirer shall pay the Charges to Radius by direct debit.

21.3 Radius reserves the right, in its sole discretion, to revise the Charges including to pass-on any increases in the corresponding fees of its suppliers from time to time, and based on market conditions, interest rates and inflation, and for the avoidance of doubt such increases shall apply exclusive of VAT, which shall be added at the prevailing rate, provided that Radius shall give the Hirer at least 28 days’ advance notice of any change to the Charges.

21.4 If the Hirer wishes to reasonably and genuinely dispute any invoice, the Hirer must notify Radius in writing specifying the reasons of such dispute within 14 days of the invoice date, failing which the Hirer will be deemed to have accepted the invoice. Undisputed amounts within the invoice remain due and payable in accordance with clause 21. Where payment has already been collected by direct debit, a valid dispute notified within this timeframe will not affect the collection of such payment, but any amount agreed or determined to have been overpaid shall be refunded or credited by Radius. Upon Radius’ receipt of the Hirer’s written notice of a disputed invoice, the Hirer and Radius will work together in good faith to resolve the dispute. If the Hirer and Radius are unable to resolve the dispute within 14 days after Radius’ receipt of such written notice, Radius will have the right to seek any remedies it may have under the Contract or applicable Law.

21.5 The Hirer shall make all payments properly due under the Contract without any deduction whether by way of set off, counterclaim, discount, abatement or otherwise. Notwithstanding any arrangement made by the Hirer for a third party to remit payment, the Hirer shall remain solely liable for all sums due under the Contract.

22 WHAT HAPPENS IF THE HIRER DOES NOT PAY RADIUS

22.1 Without prejudice to Radius’ rights under clause 30, if the Hirer fails to make any payment due to Radius under or in connection with the Contract on or before the due date for payment and/or if any previously agreed credit limit is exceeded then, without limiting Radius’ remedies set out elsewhere in the Contract, Radius may:

(a) charge the Hirer interest on the overdue amount at the rate of 4% per year above the UK base rate of Barclays Bank Plc from time to time (which interest will accrue daily until the date of actual payment and be payable on demand) or claim interest and statutory compensation from the Hirer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; and/or

(b) at any time after the due date, without notice to the Hirer, set off any liability of the Hirer to Radius or any Affiliates against any liability of Radius or any Affiliate(s) to the Hirer such as a Deposit held by Radius or any Affiliate (as set out in the Hire Agreement), whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Radius will notify the Hirer in writing of any deduction of any Deposit and the basis for it. The Hirer remains liable for any amounts exceeding the Deposit; and/or

(c) charge any other charges for which the Hirer is liable to Radius for, as set out in the Charges Schedule including but not limited to a late payment fee or a returned direct debit fee; and/or

(d) withdraw and revise any agreed credit facilities and/or payment in arrears terms; and/or

(e) require the Hirer to make all payments in advance and to pay a Deposit; and/or

(f) refer any overdue amount to a third party debt collection agency. The Hirer acknowledges and agrees that it will be liable for any legal and debt collection costs incurred by Radius and its agents, and any administration fee as set out in the Charges and/or Vehicle Particulars & Limits Schedule.

Any exercise by the Hirer of its rights under this clause 22.1 will be in addition to and will not limit or affect any other rights or remedies available to it under applicable law, the Contract or otherwise.

22.2 If the Hirer misses any payments under the Contract and is defined as a consumer, Radius will send the Hirer a default notice under section 87 of the Consumer Credit Act 1974. If the Hirer does not pay Radius by the date shown in the default notice, Radius can terminate the Contract and demand that the Hirer pays immediately in full the outstanding balance plus any other amounts which may be due under the Contract. If the Hirer does not pay, Radius may take legal proceedings against the Hirer and/or against any guarantor of the Hirer’s obligations under the Contract. This could result in a County Court Judgement being obtained and registered against the Hirer and/or any guarantor. If the Hirer still fails to pay following judgement, Radius may start bankruptcy or winding up proceedings against the Hirer. If the Hirer owns property, Radius may apply to the court for a charging order over the Hirer’s property to secure the money owed to Radius and may subsequently apply to the court for the possession and sale of the Hirer’s property. If the Hirer does not pay any amount due under the Contract on time, Radius can report the Hirer’s default to a credit reference agency. This could make obtaining credit more difficult for the Hirer in the future.

22.3 The Hirer shall:

(a) notify Radius immediately if it becomes subject of any of the events listed in clause 30.3(b) to 30.3(d) inclusive; and

(b) give Radius such information as Radius may reasonably require from time to time relating to the ongoing financial position of the Hirer.

23 CREDIT CHECKS AND RISK ASSESSMENTS

23.1 Radius (or its agents or representatives) may perform credit checks on the Hirer. The Hirer hereby gives its express consent to Radius (and its agents or representatives) to carry out any such checks. The Hirer hereby acknowledges and agrees that the credit checks may involve giving information about the Hire to licensed credit reference agencies or third parties. Radius (or its agents or representatives) may undertake periodic risk assessments of the Hirer using industry-recognised risk exposure management tools and/or general market intelligence.

Protecting information

24 INTELLECTUAL PROPERTY RIGHTS

24.1All Intellectual Property Rights in or arising out of or in connection with Radius’ provision of the hire of the Vehicle (including the Data Reports) remain the sole property of Radius or its licensors and will be owned exclusively by Radius or Radius’ licensors. The Hirer shall not use Radius’ trademarks or trade names in any way without obtaining Radius’ prior written consent in each instance.

24.2Radius owns all data generated by or related to Radius’ provision of the hire of the Vehicle. This operational and performance data does not include any Personal Data which shall be dealt with subject to the provisions of clause 26.

24.3The Hirer owns all data provided by or on behalf of the Hirer to Radius in connection with Radius’ provision of the hire of the Vehicle. Radius may use this data as required for Radius’ provision of the hire of the Vehicle.

24.4The Hire authorises Radius including any Affiliate to retain and use a copy of the data referred to in clause 24.3 above, in anonymised aggregated form (such that the identity of the Hirer and any data subject is not ascertainable) for the purpose of carrying out data analytics in relation to the services provided to its customers and otherwise developing new products and services (“Statistical Data”).

24.5The Hirer hereby grants Radius a non-exclusive, royalty free, fully-paid, irrevocable worldwide right and licence to access, review, analyse, use, manipulate, copy, and modify the Statistical Data for its own purposes, including using the information to produce and distribute reports, analyses and data based upon the Statistical Data.

25. CONFIDENTIALITY

25.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives including but not limited to:

(a) the terms of the Contract or any agreement entered into in connection with the Contract;

(b) any information that would be regarded as confidential by a reasonable business person relating to:

(i) the business, assets, affairs, customers, clients, suppliers, of the disclosing party (or of any Affiliate to which the disclosing party belongs); and

(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any Affiliate to which the disclosing party belongs).

25.2 Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

25.3 The provisions of this clause 25 shall not apply to any Confidential Information that:

(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause 25);

(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;

(d) the parties agree in writing is not confidential or may be disclosed; or

(e) is developed by or for the receiving party independently of the information disclosed by the disclosing party.

25.4 Each party undertakes that it shall not at any time during the Contract and for a period of three years after termination or expiry of the Contract disclose to any person any Confidential Information, except as permitted by clause 25.5.

25.5 Each party may disclose the other party's Confidential Information:

(a) to its Representatives and, in the case of Radius to an Affiliate who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its Representatives to whom it discloses the other party's confidential information comply with this clause 25. At all times, the disclosing party is responsible for its Representatives’ compliance with the confidentiality obligations set out in this clause 25;

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 25.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure;

(c) in connection with a contemplated merger, acquisition or similar transaction;

(d) to Radius’ service providers for delivering the provision of the hire of the Vehicle, on behalf of Radius or Radius’ employees, agents, consultants, and contractors who need to know; and

(e) to those otherwise expressly authorised in writing by the duly authorised representative of the party which is the owner of the Confidential Information.

25.6 Neither party may use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

25.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in the Contract are granted to the other party, or to be implied from the Contract.

25.8 Except as expressly stated in the Contract, no party makes any express or implied warranty or representation concerning its Confidential Information.

25.9 The provisions of this clause 25 shall survive for a period of three years from termination or expiry of the Contract.

25.10 Each party shall notify the other promptly of any breach or suspected breach of the provisions of this clause 25.

26 DATA PROTECTION

26.1 The Hirer and Radius will each observe all provisions of the Data Protection Laws. This includes the obligation of the Hirer to duly inform involved Data Subjects about the Processing of their Personal Data by Radius under the instruction of the Hirer. The Hirer acknowledges that it is their responsibility to conduct all relevant data privacy impact assessments and to assure itself of the basis of its Processing of Personal Data and that its data protection policies are adequate.

26.2 The Hirer and Radius acknowledge that, in respect of any Personal Data which Radius Processes on behalf of the Hirer in connection with the Contract, the Hirer shall be the Data Controller and Radius shall be the Data Processor.

26.3 Radius shall only collect, Process, store, and use Personal Data and the information from the Data Reports involving the geographical position of the Vehicle and other messages sent to or by the Vehicle:

(a) to the extent that such is necessary for the performance of the Contract and the improvement of the Vehicle hire;

(b) in accordance with the Hirer’s lawful, documented, and reasonable instructions (which shall, unless otherwise agreed, be to Process Personal Data to the extent that such is necessary for the performance of the Contract and the improvement of the Vehicle hire); and

(c) as required to comply with the Data Protection Laws.

26.4 The Hirer instructs Radius to collect, Process, store and use the Personal Data for the purpose as included under clause 26.3 above.

26.5 The Hirer hereby consents to Radius’ appointment of subprocessors who may from time to time be engaged by Radius in support of Radius’ provision of the hire of the Vehicle to the Hirer, including in relation to the outsourcing by Radius of the hosting of its data centres to a third party within the United Kingdom or the European Economic Area. Radius warrants that such third parties shall be legally bound to their respective obligations under the provisions of the Data Protection Laws as a Data Processor. Upon the Hirer’s written request to be exercised not more than once in any 12 month period, Radius shall notify the Hirer:

(a) of the identity of any subprocessor(s);

(b) if any Processing is to take place outside of the United Kingdom or the European Economic Area.

26.6 The Hirer may revoke its consent for the Processing of Personal Data in relation to the Contract at any time. Such revocation must be presented to Radius in writing and shall not affect the Contract and will leave the Hirer’s obligations (including payment obligations) under the Contract intact. The Hirer acknowledges that, as a result of such revocation, Radius may not be able to provide the Vehicle hire.

26.7 Radius shall implement appropriate technical and organisational measures to protect any Personal Data collected under the Contract against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access and against all other unlawful forms of Processing. Having regard to the state of the art and the cost of their implementation, such measures shall provide a level of security appropriate to the risks represented by the Processing and the nature of the Personal Data to be protected.

26.8 Upon becoming aware of any unauthorised disclosure of Personal Data, Radius shall:

(a) notify the Hirer without undue delay;

(b) co-operate with the Hirer and take such reasonable commercial steps as are directed by the Hirer to assist in the investigation, mitigation and remediation of that Personal Data breach.

26.9 Radius shall:

(a) ensure that its employees who may have access to the Personal Data are subject to confidentiality undertakings or professional or statutory obligations of confidentiality;

(b) cease Processing the Personal Data within 120 days upon the termination or expiry of the Contract to which it relates and as soon as possible thereafter, either return, or securely wipe from its systems, the Personal Data and any copies of it or of the information it contains. For the avoidance of doubt this shall not apply to the Statistical Data which Radius shall be entitled to retain;

(c) to the extent permitted by Law, make available to the Hirer such further information and (as applicable) co-operate in the conduct of any audit or review exercise, as the Hirer may reasonably require to provide assurance that Radius are in compliance with the obligations set out in this clause 26, provided always that this requirement shall not oblige Radius to provide or permit access to information concerning:

(i) Radius internal pricing information;

(ii) information relating to Radius’s other customers (including any pricing information);

(iii) any of Radius’ non-public external reports;

(iv) any internal reports prepared by Radius;

(v) any Intellectual Property rights of Radius; or

(vi) any information which would infringe Data Protection Law.

Further a maximum of one audit or review may be activated under this clause in any 12 month period and provided always that the Hirer and Radius shall (acting reasonably) agree a mutually convenient date for the audit or review to take place.

If something goes wrong

27 HOW FAR EACH PARTY CAN BE HELD RESPONSIBLE

27.1 Nothing in the Contract shall be deemed to exclude or limit Radius’ liability in respect of any liability which cannot legally be limited, including liability for:

(a) death or personal injury resulting from negligence;

(b) fraud or fraudulent misrepresentation; or

(c) loss or damage caused by wilful intent of Radius or its officers, employees, agents, or contractors.

27.2 Subject to clause 27.1, in no event, whether in contract, tort (including negligence), misrepresentation (other than fraudulent misrepresentation), breach of statutory duty or otherwise, shall Radius be liable for:

(a) any loss any loss of profits, income, revenue, use, production or anticipated savings, loss of business, contracts or commercial opportunities, loss of or damage to goodwill or reputation, any loss or corruption of any data, database or software or in respect of any special, indirect or consequential loss or damage whatsoever; or

(b) any liability, claim, loss, damage or expense of any kind or nature caused directly or indirectly by the Vehicle or its use or unavailability for use, other than as expressly set out in the Contract.

27.3 Subject to clauses 27.1 and 27.2, Radius’ maximum aggregate liability under the Contract for all claims whether in contract, tort (including negligence), misrepresentation (other than fraudulent misrepresentation), for breach of statutory duty or otherwise shall be limited to the higher of:

(a) the hire charges paid or to be paid by the Hirer in the 12 months prior to the date on which the Hirer’s first claim arose; and

(b) £10,000.

27.4 The Hirer shall be solely responsible for and hold Radius fully indemnified against all claims, demands, liabilities, losses, damages, proceedings, costs and expenses which may be brought against or incurred by Radius as a result of:

(a) an Incident involving the Vehicle (other than death or personal injury resulting from the negligence of Radius); and/or

(b) any damage (including Damage to the Vehicle) caused or any breach or default on the part of the Hirer in the discharge of its obligations under the Contract.

27.5 Radius does not hire the Vehicle subject to any express, implied, or statutory condition or warranty relating to its fitness for any particular purpose or its age, unless Radius has expressly stated in the Ancillary Documents that the Vehicle is suitable for that particular purpose.

27.6 The Hirer hereby irrevocably:

(a) authorises Radius to pursue any claim or claims directly against the Hirer’s Insurer in respect of any loss, damage, costs, or expenses arising under or in connection with the Contract;

(b) agrees that Radius may give notice of any claim, make any demand, or take any steps in relation to such insurance claims without further consent from the Hirer; and

(c) undertakes to provide all assistance and execute all documents reasonably required by Radius to enable Radius to pursue such claims.

This clause shall apply regardless of the insolvency, liquidation, administration, or dissolution of the Hirer, and any amounts recovered from the Hirer’s Insurer shall be applied towards satisfying any sums owed by the Hirer to Radius under the Contract.

28 FORCE MAJEURE EVENTS

28.1 If a party is prevented or delayed in the performance of any of its obligations under the Contract by a Force Majeure Event, then except with respect to any payment obligations of either party, that party will be excused from the performance or punctual performance, as the case may be, of its obligation, to the extent that such Force Majeure Event continues and agrees to use reasonable endeavours to overcome or work around the Force Majeure Event so as to be able to perform its obligations under the Contract.

29 HOW TO CONTACT RADIUS WITH A COMPLAINT

29.1 If the Hirer has a complaint about the Contract, it should contact Radius’ complaints team either:

• by telephone on 01664 494000 (call costs from outside the UK may vary depending on the Hirer’s service provider); or

• by email to complaints@radiusvehiclesolutions.com; or

• by letter to Radius Vehicle Solutions, Six Hills Business Park, Fosseway, Melton Mowbray, Leicestershire LE14 3PD.

Radius will acknowledge the receipt of the complaint within three Business Days and will respond to the complaint within five Business Days of receiving it. Radius will keep the Hirer updated on the progress throughout via phone, email or by letter. A full copy of Radius’ complaint procedure is available on request.

29.2 If the Hirer is not happy with Radius’ response or if eight weeks has passed since the Hirer first let Radius know about its complaint, the Hirer may be able to refer its complaint to the Financial Ombudsman Service (“FOS”) – depending on the structure of the Hirer’s business and if it falls within the jurisdiction of the FOS, the details of which can be found at:

https://www.financial-ombudsman.org.uk/consumers/complaints-can-help

29.3 Radius will let the Hirer know if it believes the FOS and/or BVRLA can review the complaint when it sends the Hirer either the final response, or confirmation that Radius will not be able to respond within eight weeks.

(a) If the Hirer wishes to contact the FOS directly, it can find more information about FOS referral rights by visiting:

www.financial-ombudsman.org.uk/

Alternatively, the FOS can be contacted:

• by telephone on 0800 0234567;

• by email at complaint.info@financial-ombudsman.org.uk; or

• by letter to The Financial Ombudsman Service, Exchange Tower, London, E14 9SR.

(b) If the Hirer wishes to contact the BVRLA directly, it can find more information about by visiting:

https://www.bvrla.co.uk/consumer-advice/making-a-complaint-adr.html.

Ending the contract

30 TERMINATING THE CONTRACT

30.1 The Contract may be terminated by the Hirer as set out in these Terms and Conditions.

30.2 Radius may terminate the Contract in part or in whole at any time for convenience, by giving 90 days’ prior notice to the Hirer.

30.3 Radius, without limiting any of its other rights under the Contract, may terminate the Contract in whole or in part with immediate effect by giving written notice if:

(a) the Hirer fails to observe or perform any material term or condition of the Contract, including non payment of Charges, and the Hirer does not remedy such default or breach (where capable of remedy) within 20 days after receiving written notice from Radius specifying the breach and requiring it to be remedied; or

(b) the Hirer takes or suffers any step or action in connection with its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

(c) the Hirer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the Hirer’s financial position, as assessed in accordance with clause 23, deteriorates so far as to reasonably justify the opinion that the Hirer’s ability to give effect to the terms of the Contract is in jeopardy; or

(e) the Vehicle’s OEM data and/or Telematics Hardware shows that the Vehicle has been driven contrary to clause 8.1(a); or

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

(g) at the sole discretion of Radius, the Hirer fails a credit check performed on it under clause 23.

30.4 Upon expiry of the Contract Hire Period or upon termination of the Contract for any reason, the Hirer shall pay to Radius the following sums:

(a) all arrears of Charges then due, together with all sums accrued and unpaid as at the date of expiry or termination, plus any interest payable under clause 22.1(a).

(b) The cost of all repairs to the Vehicle required as at the date of expiry or termination.

(c) Any other sums which are or become due to Radius, or to which Radius is entitled by way of damages.

30.5 In addition, in the event the Contract is terminated early, the Hirer shall pay to Radius the following sums:

(a) A cancellation fee, which shall not exceed the value of the Charges that would have been payable during the remainder of the Contract Hire Period.

(b) Compensation for any loss suffered by Radius as a direct result of the early termination.

30.6 The termination of the Contract shall not impact any rights or remedies of Radius that have arisen, or any liabilities owed by the Hirer existing as at the date of termination, nor shall it affect Radius’ right to recover from the Hirer any sums that remain due and payable under the Contract.

30.7 On termination of the Contract, or on expiry of the Contract Hire Period, the Hirer shall no longer have Radius’ consent to remain in possession of the Vehicle and shall immediately either:

(a) return the Vehicle to Radius in accordance with clause 20; or

(b) make the Vehicle available for collection by Radius in accordance with clause 20.

For the avoidance of doubt, the Vehicle shall remain at the Hirer’s Risk and shall not be considered Off-Hire until it has been Checked In by Radius in accordance with these Terms and Conditions.

30.8 Without prejudice to the foregoing or without limiting any of Radius’ rights to recover arrears, charges, other payments or damages arising from any breach of the Contract by the Hirer, or any other rights it may have, upon the expiry of the Contract Hire Period or any earlier termination of the Contract, the Hirer hereby grants Radius and its employees, agents, consultants and subcontractors a licence, during Normal Business Hours and without the need for prior notice, to enter any premises belonging to, occupied by, or under the control of the Hirer for the purpose of retaking possession of the Vehicle.

The Hirer will remain responsible for all costs, charges and expenses incurred in connection with retaking possession of the Vehicle.

For the avoidance of doubt, all such rights exist in addition to any other remedies available to Radius under the Contract or at law.

In such circumstances, Radius may use OEM data and/or the data recorded on the Telematics Hardware to locate the Vehicle.

Everything else

31 ANTI-BRIBERY AND ANTI-SLAVERY

31.1 Each Party shall:

(a) comply with all applicable Laws relating to anti-bribery and anti-corruption, including the Bribery Act 2010 (“Relevant Requirements”);

(b) have and maintain in place throughout the term of the Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements; and

(c) promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of the Contract.

31.2 In performing its obligations under the Contract each Party shall not engage in any activity, practice or conduct that would constitute an offence under the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the United Kingdom.

32 NO PARTNERSHIP OR AGENCY ARRANGEMENT

32.1 The Contract does not:

(a) set up any partnership, exclusive arrangement or joint venture between the Hirer and Radius or any Affiliate;

(b) make one party the agent of the other party; or

(c) authorise either party to enter any commitments for, or on the behalf of, the other party.

33 NON-ASSIGNMENT

33.1 Radius may freely assign its rights and obligations, in whole or in part, under the Contract without the Hirer’s consent.

33.2 The Hirer must not assign, licence, novate or otherwise transfer, or create or allow to exist any mortgage, charge or other arrangement creating, or analogous to, security over the Vehicle or any of their rights or obligations under the Contract without the express written consent of Radius and any Finance House with an interest in the Vehicle.

34 RIGHTS OF THIRD PARTIES

34.1 Regardless of any other provision in the Contract, any Affiliate and/or any Finance House may in its own right enforce the provisions of the Contract in accordance with the Contracts (Rights of Third Parties Act) 1999.

34.2 Subject to clause 34.1, no one other than a party to the Contract shall have any right to enforce any of its terms. The right of the Hirer or Radius to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to these Terms and Conditions is not subject to the consent of any third party.

35 STEP-IN RIGHTS

35.1 If the Contract Hire Period is 90 days or longer and the Lessor is a Finance House, the provisions of this clause 35 shall apply.

35.2 The Hirer acknowledges that the Finance House used by Radius to fund Vehicles has certain rights under the Contract, even though they are not signatories of the same. These rights include:

(a) The right to visit or enter the Hirer’s place(s) of business to ascertain the whereabouts of any Vehicles funded by the Finance House;

(b) The right to uplift the Vehicles if the Hirer is in payment arrears to Radius or if Radius is in any breach (or howsoever described) under any agreement between Radius and the Finance House;

(c) In the event that Radius enters administration, receivership or liquidation and has not paid the Finance House for the Vehicles, the Finance House has the absolute and immediate right to enter the Hirer’s premises or those of the Hirer’s customers to identify the whereabouts and uplift the Vehicles;

(d) Alternatively, the Finance House may, at its complete discretion and without prejudice to their rights, agree to enter into a direct relationship with the Hirer to continue leasing the Vehicles until the end of the Contract Hire Period under the Contract.

35.3 Subject to the Finance House’s agreement, if Radius goes into administration, liquidation or receivership the Hirer shall be entitled to pay the Charges to the Finance House directly so as to avoid termination of the Contract Hire Period; such payments must be made without set off, deduction or counterclaim.

36 NO WAIVER

36.1 No breach of any provision of the Contract will be waived except with the express written consent of the party not in breach.

36.2 Failure or delay by either the Hirer or Radius in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract. Any waiver by one party of any breach of, or any default under, any provision of the Contract by the other party will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

37 WHAT HAPPENS IF PART OF THE CONTRACT IS ILLEGAL, INVALID OR UNENFORCEABLE

37.1 If any provision of the Terms and Conditions is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions of the Terms and Conditions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the Hirer and Radius, in which case the entirety of the relevant provision will be deemed to be deleted).

38 MAKING CHANGES TO THE CONTRACT

38.1 If the Hirer wishes to make any change to the scope of the Vehicle hire, the Hirer must submit details of the requested change to Radius in writing. Radius is under no obligation to accept any requested change unless and until the parties have agreed in writing and signed a formal variation of the Contract, including any revised timescales or other terms required to reflect the change in scope. All rights, obligations and Charges under the Contract shall remain unaffected and continue in full force and effect pending the parties’ signature of such variation.

38.2 Radius shall be entitled to amend these Terms and Conditions by publication on its public-facing website, which amendments shall come into force on the date that the Hirer is notified thereof and shall apply to all Contracts whether entered into before or after that date.

39 ENTIRE AGREEMENT

39.1 The Contract represents the entire agreement between the Hirer and Radius relating to the Vehicle, and replaces all previous agreements, arrangements and understandings between them regarding the Contract, provided always that the use of Radius' public facing website by the Hirer is subject to the website terms and conditions displayed on that website.

40 CHOICE OF LAW

40.1 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the Hirer and Radius submit to the exclusive jurisdiction of the English courts.

ANNEX: Personal Data

This Annex includes certain details of the Processing of the Personal Data as required by Article 28(3) UK GDPR or equivalent provisions of any data protection law.

Description	Details
Subject matter of the Processing of the Personal Data	As set out in the Terms and Conditions.
Duration of the Processing of the Personal Data	The Contract Hire Period and as required for the provision of post-Contract support.
Nature and purposes of the Processing of the Personal Data	Personal Data will be Processed (a) in connection with necessary administration of the Contract, and (b) as set out in the Terms and Conditions.
Type of Personal Data to be Processed	The Personal Data including name(s), job title(s), email address(es), telephone number(s) and the information from the Data Reports involving the geographical position of the Vehicle and other messages sent to or by the Vehicle.
Categories of Data Subject to whom the Personal Data relates	Employees of the Hirer and individual or driver who operates the Vehicle.
Obligations and rights of the Data Controller	As set out in the Terms and Conditions.

ANNEX: Vehicle Charges

Radius Vehicle Solutions Charges	Cost excl. VAT
Administration fee for penalty charge notices.	£50
Bounced direct debit fee.	£100
Callout fee between 8am and 5pm Monday to Friday excluding bank holidays.	Third-party cost plus 15% (minimum £125)
Callout fee at any other time.	Third-party cost plus 15% (minimum £175)
Cancelled delivery by client.	£150
Cancelled collection by client.	£150
Excess mileage for petrol and diesel vehicles.	£0.18 per mile
Excess mileage for electric vehicles.	£0.35 per mile
Foreign travel documentation.	£50
Fuel charge for petrol and diesel vehicles.	£2 per litre
Fuel charge for electric vehicles.	£2 per kWh
Labour rate for damage repairs.	£54
Labour rate for mechanical repairs.	£79
Late payment fee.	£100
Missing vehicle ancillaries.	Cost plus 25%
Fitted equipment removal.	Cost plus 25%
Recovery fee up to 40 miles.	£150
Recovery fee greater than 40 miles.	Third-party cost-plus 15%
Removal of livery.	£299
Rental charges.	As per Schedule 1
Replenishment of AdBlue.	£0.80 per litre
Spare key issue (refundable if spare key returned within 14 days).	£420
Spare handling fee and postage.	£40
Delivery and Collection Charges	Cost excl. VAT
Delivery and collection up to 25 miles	£30 each way
Delivery and collection up to 26-50 miles	£45 each way
Delivery and collection up to 51-75 miles	£60 each way
Delivery and collection up to 76-100 miles	£75 each way
Delivery and collection up to 101-125 miles	£90 each way
Delivery and collection up to 126-150 miles	£105 each way
Delivery and collection over 150 miles	Price on application
Delivery and collection outside of mainland Great Britain	Price on application