STAR CAR HIRE TERMS & CONDITIONS
- Vehicle Owners Agreement (Below)
- Vehicle Hire Agreement
- Platform Use Agreement
- Privacy Policy?
VEHICLE OWNER’S AGREEMENT
WHAT IS THIS DOCUMENT? This document (Agreement) explains the basis upon which you make your vehicle available via our platform to our customers, and the extent to which you and we have responsibilities relating to any booking of your vehicle which a customer may make. Please read these terms carefully, because they explain the commitments we give to our vehicle owners, and what we don’t do.
WHO ARE WE? We are Star Car Hire Limited, a company registered in Northern Ireland (Company Number NI057689) and whose registered office is at 6 Doagh Road, Ballyclare, County Antrim, BT39 9BG (Star Car Hire).
BY CLICKING “ACCEPT”, AND/OR BY USING THE PLATFORM YOU ARE CONFIRMING TO US THAT YOU AGREE TO AND ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK “ACCEPT”.
AGREED TERMS
1. DEFINITIONS AND INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this Agreement:
Additional Charges has the meaning given to it in the Vehicle Hire Agreement (or as otherwise expressly agreed between you and us in writing).
Booking means a booking made by a Customer using the Platform to hire a selected Vehicle from the Vehicle Owner.
Booking Details means the particular booking details confirmed on the Platform when the Booking is made including the type of event, the Payment Date, the Vehicle Owner, Vehicle Details, the Vehicle Hire Date, location, collection and delivery times and duration requirements, insurance obligations and any other particular requirements or specifications relating to the Booking and subject to any changes expressly agreed between you the Customer in advance and in writing with notice to Star Car Hire.
Booking Fee means the price payable by the Customer to Star Car Hire to reserve a Booking, which price may vary from time to time at the sole discretion of Star Car Hire.
Cancellation Period means 30 days prior to the Vehicle Hire Date.
Commencement Date means the date on which the Vehicle Owner completes the online registration process through the Platform.
Content means the images, recordings, sound files, documents data, content and/or information contained on the Platform but excluding any Vehicle Details.
Controller has the meaning given to it in the Data Protection Legislation.
Customer means a person or a business using the Platform to book a Vehicle.
Data Subject means any individual who can be identified from the User Personal Data.
Data Protection Legislation means the Data Protection Act 2018, the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (the Data Protection Regulations), the General Data Protection Regulation (EU) 2016/679 (as applicable), the UK GDPR (as defined in the Data Protection Regulations) and any other applicable laws relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or a relevant central government body in relation to such laws.
Force Majeure Event means any act, event, omission or accident beyond the reasonable control of a party, including but not limited to royal demise, national mourning, fire, epidemic, war, strikes, lockout or by reason of order of any licensing or public authority and which affect the performance by that party of its obligations under this Agreement.
Hire Price means the price payable pursuant to the Booking to hire a Vehicle under the terms of the Vehicle Hire Agreement.
Intellectual Property Rights means intellectual property rights, including patents, rights to inventions, copyright and related rights, trade-marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, design rights, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
Payment Date means the date when payment is due for the Hire Price.
Personal Data shall have the meaning given to it in the Data Protection Legislation.
Platform means Star Car Hire’s website at www.starcarhire.co.uk (or such other address as Star Car Hire may from time to time determine).
Pricing Data means any information provided by or on behalf of the Vehicle Owner to Star Car Hire whether by uploading on to the Platform or otherwise in writing, relating to the costs of hire of any Vehicle from time to time.
User Personal Data has the meaning given in clause 3.1.
Vehicle means each vehicle or prop offered by the Vehicle Owner for hire via the Platform.
Vehicle Details means any and all images, content and/or information uploaded and/or provided by and/or behalf of the Vehicle Owner to Star Car Hire and/or any Customer in relation to the Vehicle.
Vehicle Hire Agreement means the agreement between the Vehicle Owner comprised of the following terms: [VEHICLE HIRE AGREEMENT?] (or such other terms as may be agreed between the Vehicle Owner and Star Car Hire in advance of the applicable Booking, a copy of which must be uploaded to the Platform and made available via the Platform to the Customer in advance of the Booking being made) and the Booking Details. In the event of any ambiguity between the terms of the agreement and the Booking Details, the Booking Details shall prevail.
Vehicle Hire Date means the first day on which the Vehicle hire commences in accordance with the Booking.
Vehicle Owner means you.
2. OBLIGATIONS
2.1 Each of Star Car Hire and the Vehicle Owner undertakes to perform its obligations imposed by this Agreement in good faith, and without unreasonable delay.
2.2 Save as expressly set out herein, Star Car Hire’s sole responsibility shall be the provision of the Platform to facilitate Bookings. While Star Car Hire undertakes to use all reasonable endeavours to advertise and promote each Vehicle on the Platform, the Vehicle Owner acknowledges and accepts that no guarantee is given that the Vehicles will be featured on the Platform nor any Bookings made.
2.3 The Vehicle Owner acknowledges and agrees that:
2.3.1 when a Customer makes a Booking, the Booking will be made under the terms of a Vehicle Hire Agreement; and
2.3.2 by agreeing to a Booking, the Vehicle Owner will be deemed to have agreed to be bound by the applicable Vehicle Hire Agreement with the Customer.
It is the responsibility of the Vehicle Owner to review the Vehicle Hire Agreement and ensure that it is suitable for the purposes of the Booking.
2.4 In relation to each Vehicle, the Vehicle Owner undertakes at all times during the term of this Agreement:
2.4.1 to ensure that any and all information provided by the Vehicle Owner to Star Car Hire is true, complete and accurate and to provide and maintain all Vehicle Details as may reasonably be required to describe the Vehicle accurately, without omission and without exaggeration, and upon Star Car Hire’s demand to provide any other documentation and technical, market and other support and information as Star Car Hire may from time to time reasonably require including accurate and up to date Pricing Data and insurance information;
2.4.2 to ensure that, and the Vehicle Owner hereby warrants to Star Car Hire that, the Vehicle will be fit for purpose and roadworthy at the time of and throughout the hire period of the Booking;
2.4.3 to ensure that sufficient insurance policies have been taken out and will be maintained for and through the hire period of the Booking, a copy of which to be provided to Star Car Hire upon request;
2.4.4 to ensure that each Vehicle shall be fully taxed, in possession of a valid MOT/NCT certificate (where required by law) and fully and appropriately insured and licensed (including whether as a taxi driver, private hire or provider of hire services to weddings, productions and events) to the extent necessary for the purposes of the Booking, and otherwise complies with all legal and regulatory requirements which apply to the Vehicle at the time of performance of the Booking;
2.4.5 where the Vehicle Owner arranges for any person to be appointed by it to drive the Vehicle for the purposes of the performance of the Booking, to ensure that:
2.4.5.1 only the driver (and no other party) is provided as part of the Booking;
2.4.5.2 the driver is appropriately insured and licensed to fulfil the requirements of the Booking;
2.4.5.3 the driver complies with all legal and regulatory requirements which apply to the Vehicle at the time of performance of the relevant Booking;
2.4.5.4 the Vehicle is at all times in good working order, fit for purpose, and well-presented immediately prior to and throughout the performance of any Booking; and
the Vehicle Owner acknowledges and agrees that they shall be liable to Star Car Hire for all acts and/or omissions of any person supplied, used or made available by them for the purposes of fulfilling a Booking, which would be in breach of this Agreement if carried out by the Vehicle Owner.
2.5 In relation to each Booking, the Vehicle Owner undertakes at all times:
2.5.1 fully to comply with the terms of the Vehicle Hire Agreement;
2.5.2 to fulfil the Booking in accordance with the Vehicle Hire Agreement in all respects, including in particular, as to timing;
2.5.3 promptly and efficiently to deal with any complaint, dispute or after-sales enquiry raised by the Customer relating to the Booking or the Vehicle Hire Agreement;
2.5.4 to ensure that any statutory rights of the Customer in connection with the Booking (howsoever arising) including any cancellation rights are duly complied with;
2.5.5 to provide both Star Car Hire and the Customer with notification immediately upon becoming aware that it may not, or will not, be able to fulfil any material requirement of the Booking in accordance with the terms of the Vehicle Hire Agreement (which shall include any inability to meet any timing requirements of the Booking), and promptly to provide such information and do any such thing in relation to such inability as Star Car Hire may reasonably require;
2.5.6 throughout the provision of the services pursuant to a Booking: dress professionally, treat all parties accompanying and/or representing the Customer, together with any and all road users, with full politeness and respect, and not at any time during the provision of such services to act in any way that may have a negative effect on the business of Star Car Hire;
2.5.7 at all times and promptly to take all steps (including but without limitation any such steps as may be reasonably required by Star Car Hire) necessary to ensure that no harm comes to the Customer and all parties accompanying and/or representing the Customer and/or present during the performance of the Booking. The Vehicle Owner acknowledges and agrees that the undertaking given in this clause 2.5.7 is a fundamental term of this Agreement;
2.5.8 in the event of a Vehicle breakdown or other unforeseen circumstances that prevents the Vehicle Owner from fulfilling the Booking in accordance with the Vehicle Hire Agreement, to make alternative arrangements, including but not limited to: providing a replacement vehicle, and/or to pay a refund of the Hire Price (along with any and all other amounts paid by the Customer in connection with the Booking whether such payment has been made to Star Car Hire or to the Vehicle Owner) in accordance with the Vehicle Hire Agreement. Star Car Hire shall not be liable for any costs or damages incurred by the Customer as a result of the Vehicle Owner's failure to fulfil the Booking in accordance with the Vehicle Hire Agreement. Star Car Hire is not responsible for any Vehicle breakdown or failure of the Vehicle Owner to show up at an event; and
2.5.9 not to accept any future bookings from the Customer or anyone in the Customer’s party at the time of performing the Booking (whether to be fulfilled by the Vehicle Owner or another third party). The Vehicle Owner agrees to refer all queries from the Customer or the Customer’s party to Star Car Hire. If the Vehicle Owner attempts to directly solicit future business in connection with a Booking, Star Car Hire has the right to immediately suspend their access to the Platform and the Content and terminate this Agreement.
2.6 The Vehicle Owner acknowledges and agrees that:
2.6.1 by confirming a Hire Price in respect of any potential Booking, the Vehicle Owner is accepting the Booking and is agreeing to (from the date of such acceptance) enter into the Vehicle Hire Agreement with the Customer in respect of the Booking and the Vehicle Owner shall be duly bound by the Booking and terms of the Vehicle Hire Agreement once the Booking has been confirmed. Once a Booking has been confirmed, the Vehicle Owner shall automatically receive an email from Star Car Hire setting out the Vehicle Hire Agreement (and including the Booking Details). It is the Vehicle Owner’s responsibility to: (a) immediately save the Booking Details to their calendar; (b) promptly contact the Customer to confirm all logistical arrangements, including pick-up/drop-off times and locations, directions, and planned usage of the Vehicle; and (c) ensure their timely arrival at the booking location, appropriately dress and preparedness for the engagement;
2.6.2 Star Car Hire has no liability to it for the acts or omission of any Customer (or any other third party) in connection with the provision of the Vehicle Owner’s car hire and related services, including but not limited to any cancellation of the Booking by the Customer, any failure by the Customer to comply with the terms of the Vehicle Hire Agreement. Star Car Hire does not carry out a vetting service nor any checks relating to the Customer nor any permits, consents, licence arrangements or insurance held.
2.7 The Vehicle Owner undertakes to indemnify, keep indemnified and hold harmless Star Car Hire against any claim, loss, liability, expense (including reasonable legal expenses) incurred by Star Car Hire as a result of any third party claim arising in connection with the provision of the Vehicle Owner’s car hire services and/or any breach of or failure to perform the Vehicle Hire Agreement or comply with its obligations under this Agreement. Star Car Hire shall notify the Vehicle Owner promptly upon becoming aware of any such claim, allow the Vehicle Owner control of the claim and provide all reasonable assistance at the Vehicle Owner’s expense.
2.8 The Vehicle Owner undertakes:
2.8.1 not to duplicate, maintain, translate, reverse-engineer, decompile, disassemble, adapt, modify or distribute any portion of or create any derivative work based on the Platform and/or Content (except as expressly permitted by applicable law), nor remove any proprietary notices from the Platform and/or Content;
2.8.2 to ensure that Vehicle listings provided or published by or behalf of the Vehicle Owner on the Star Car Hire Platform shall not contain any information that could reasonably be construed as an attempt to circumvent the Star Car Hire booking process or facilitate direct communication or transactions between Vehicle Owners and Customers outside of the Platform. Specifically, Vehicle Owners are prohibited from including in their listings direct links to personal websites, phone numbers, email addresses, or any other contact information intended to facilitate direct communication. Any violation of this provision may result in immediate suspension or termination of the Vehicle Owner's account. Should Star Car Hire discover that a Vehicle Owner has violated this prohibition, resulting in a booking not processed through the Star Car Hire Platform, Star Car Hire will be entitled to recover damages equal to the commission Star Car Hire would have earned on the transaction. This amount will be deducted from the Vehicle Owner's next payout. If the next payout is insufficient, the remaining balance will be invoiced and payable within seven days. Furthermore, repeated violations of this provision may result in account suspension or termination;
2.8.3 that it will not in any circumstances use, nor allow anyone else to use, any automated software, process, programme, robot, web crawler, spider, data mining, trawling or other ‘screen scraping’ software in respect of the Platform or any Content;
2.8.4 that it will not use the Platform and/or Content to provide any competing services to third parties (including without limitation in the operation of a service bureau), nor attempt to obtain, or assist others in obtaining, unauthorised access to the Platform and/or Content;
2.8.5 that it will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure used to host the Content, nor bypass any measures Star Car Hire may use to prevent or restrict access to the Platform, and not engage in any activity that interferes with or disrupts the Platform, or the servers and networks which are connected to the Platform;
2.8.6 that it will abide by all local and international laws and regulations applicable to its use of the Platform and/or the Content, including without limitation all laws regarding the transmission of data (whether technical, personal or otherwise) exported from the United Kingdom through the Platform and/or Content; and
2.8.7 not to take or share photographs, videos, or information about Bookings on any platform (including social media) without the express written consent of both Star Car Hire and (where appropriate) the Customer. Any authorized sharing must be done under the banner of Star Car Hire. Violation of this clause may result in immediate termination of this Agreement.
3. DATA PROTECTION
3.1 The Personal Data that Star Car Hire collects about the Vehicle Owner and the Vehicle Owner’s use of the Platform (User Personal Data) is detailed in Star Car Hire’s privacy notice which is available on its website. For the purposes of the Data Protection Legislation, Star Car Hire will be acting as Controller in respect of its use of the Vehicle Owner’s User Personal Data and will only use such data in accordance with its privacy notice, which may include the transfer of the Vehicle Owner (or its contact’s) name and contact data directly to a Customer. Both the Vehicle Owner and Star Car Hire agree to comply with its obligations under the Data Protection Legislation in respect of any User Personal Data.
3.2 By transferring the User Personal Data to Star Car Hire, the Vehicle Owner is representing and warranting to Star Car Hire that the Vehicle Owner has the lawful authority both (a) so to transfer and (b) for Star Car Hire to process such data in connection with the provision of the Platform and in accordance with its rights as set out in this Agreement.
3.3 From time to time, Star Car Hire may make available to the Vehicle Owner certain Personal Data relating to Customers. The Vehicle Owner recognises and agrees that such Personal Data has been made available to the Vehicle Owner solely for the purposes of the Booking. The Vehicle Owner undertakes and warrants to Star Car Hire that it shall only use any Personal Data relating to any Customers for the purposes of the Booking and at all times in accordance with its obligations under the Data Protection Legislation.
4. PAYMENTS AND CANCELLATION
4.1 The Vehicle Owner and Star Car Hire agree that payment for each Booking and the related Vehicle hire services shall operate as follows:
4.1.1 if a Booking is for a wedding (which shall be referenced in the Booking Details):
4.1.1.1 Star Car Hire will charge the Customer a Booking Fee and upon receipt of the Booking Fee from the Customer, Star Car Hire will notify the Customer and the Vehicle Owner that the Booking has been confirmed;
4.1.1.2 it shall be the responsibility of the Vehicle Owner to invoice the Customer for the Hire Price and Additional Charges (if any due) in accordance with the terms of the Vehicle Hire Agreement;
4.1.2 if a Booking is for an event other than a wedding (which shall be referenced in the Booking Details):
4.1.2.1 Star Car Hire will charge the Customer the Booking Fee and upon receipt of the Booking Fee from the Customer, Star Car Hire will notify the Customer and the Vehicle Owner that the Booking has been confirmed;
4.1.2.2 Star Car Hire will also invoice the Customer for the Hire Price as an additional service to the Vehicle Owner and will pay the Hire Price received by Star Car Hire to the Vehicle Owner once the Vehicle Owner has completed their hire services under the Vehicle Hire Agreement and subject to receipt by Star Car Hire of an invoice from the Vehicle Owner for the Booking Fee. All properly raised invoices received by Star Car Hire from the Vehicle Owner will be paid by Star Car Hire within 28 days of receipt of same;
4.1.2.3 it shall be the responsibility of the Vehicle Owner to invoice the Customer for any Additional Charges (if any due) in accordance with the terms of the Vehicle Hire Agreement.
4.2 Once a Booking has been confirmed in accordance with clause 4.1 above:
4.2.1 if the Vehicle Owner cancels the Booking for any reason other than a breach by the Customer of the Vehicle Hire Agreement, the Vehicle Owner shall comply with its obligations under the Vehicle Hire Agreement and the following provisions shall apply:
4.2.1.1 the Vehicle Owner shall refund to the Customer (in full) any amounts paid to the Vehicle Owner in connection with the Booking;
4.2.1.2 Star Car Hire shall refund to the Customer the Booking Fee and the Hire Price (if held by Star Car Hire in accordance with clause 4.1.2) and the Vehicle Owner hereby irrevocably authorises such repayment of the Hire Price held;
4.2.1.3 the Vehicle Owner shall pay an amount equal to the Booking Fee to Star Car Hire and shall indemnify Star Car Hire for any third-party claims and/or losses and expenses which Star Car Hire suffers as a result of such cancellation;
4.2.2 the Customer shall be entitled to cancel the Booking in accordance with their cancellation rights as set out in the Vehicle Hire Agreement and the Vehicle Owner agrees to comply with its obligations thereunder, in any such circumstances, the Booking Fee shall not be refundable and the following terms shall apply:
4.2.2.1 if the Customer cancels the Booking during the Cancellation Period, Star Car Hire shall refund to the Customer the Hire Price (if held by Star Car Hire in accordance with clause 4.1.2) and the Vehicle Owner hereby irrevocably authorises such repayment of the Hire Price held;
4.2.2.2 if the Customer cancels the booking after the Cancellation Period, Star Car Hire shall not refund the Hire Price (if held) to the Customer (unless otherwise instructed to do so by the Vehicle Owner at its sole discretion in writing);
4.2.2.3 save as set out in this clause 4.2.2, Star Car Hire shall have no other liability or obligation to the Vehicle Owner in respect of any such cancellation.
4.3 For the avoidance of doubt, any attempt by the Vehicle Owner or Customer to amend or change the Booking Details (unless such amendment or variation is expressly agreed between the Vehicle Owner and Customer in advance and in writing) or any failure by the Customer to pay the Hire Price on the Payment Date (if due before the Vehicle Hire Date) shall be treated as a cancellation by the person seeking such change or failing to make the payment and the provisions of clause 4.2 shall apply.
4.4 The Vehicle Owner agrees that:
4.4.1 the Hire Price is inclusive of all expenses, insurance, tolls, holiday entitlements and travelling costs payable by the Customer under the terms of the Vehicle Hire Agreement and no additional costs or expenses may be passed on to the Customer and
4.4.2 if the Hire Price is being invoiced by Star Car Hire pursuant to clause 4.1.2 above, the Vehicle Owner shall not invoice the Customer separately for any costs of hire,
save that the Vehicle Owner shall be permitted to require the Customer to pay Additional Charges in accordance with the terms of the Vehicle Hire Agreement and provided that nothing in this clause 4.4 shall limit or restrict the Vehicle Owner’s right to make any claim for any remedy under the Vehicle Hire Agreement.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Star Car Hire grants the Vehicle Owner, for the duration and on the terms of this Agreement, a non-exclusive, non-transferable, non-assignable and non-sublicensable licence to use the Platform solely for the purposes of uploading Vehicle Details onto the Platform to enable Bookings.
5.2 The Vehicle Owner grants Star Car Hire a non-exclusive, royalty-free license to use the Vehicle Details solely for the proper operation of the Platform.
5.3 Nothing in this Agreement shall confer either (a) on the Vehicle Owner any right, title or interest in Content and/or the Platform, or (b) on Star Car Hire any right, title or interest in the Vehicle Details, in each case other than the rights of use set out herein. All present and future rights in and title to the Content and the Platform, including the right to grant access to it via any present or future technology, are solely and exclusively reserved to Star Car Hire or its licensors. The Platform has been developed, and the Content presented, by Star Car Hire through substantial amounts of work, time and expense, including in the obtaining and presentation of content and information.
5.4 Each of Star Car Hire and the Vehicle Owner undertakes to indemnify, keep indemnified and hold harmless the other against any claim, loss, liability, expense (including reasonable legal expenses) incurred by the indemnified party as a result of a claim that the Intellectual Property Rights of a third party are infringed by, and/or any applicable law breached by, (where Star Car Hire is the indemnifying party) the Vehicle Owner’s use of any Intellectual Property Right belonging to Star Car Hire in the Platform and/or the Content, or (where the Vehicle Owner is the indemnifying party) use of any Intellectual Party Rights in the Vehicle Details. The indemnified party shall notify the indemnifying party promptly upon becoming aware of any such claim, allow the indemnifying party control of the claim and provide all reasonable assistance at the indemnifying party’s expense.
6. LIMITATION OF LIABILITY
6.1 Notwithstanding any other provision of this Agreement neither party shall exclude or limit its liability to the other party for: (a) death or personal injury caused by its negligence; or (b) fraud, including fraudulent misrepresentation; or (c) any liability to the extent that the same cannot be excluded or limited by law.
6.2 All warranties, terms and conditions, whether oral or written, express or implied by statute, common law or otherwise, including but not limited to any warranties, terms and conditions of fitness for purpose, description or quality, and in each case relating to the Platform, Content and/or any Booking are to the fullest extent permitted by law hereby excluded by Star Car Hire. All liability for breach of any such warranty, term or condition is excluded by Star Car Hire to the fullest extent permitted by law.
6.3 The Vehicle Owner acknowledges and agrees that:
6.3.1 use of the Platform is at the Vehicle Owner’s own risk and that Star Car Hire cannot accept under the terms of this Agreement any responsibility for the acts and/or omissions of any third parties, including Customers;
6.3.2 the Platform is offered “as is” and “as available”. Star Car Hire does not warrant that it will be compatible with the Vehicle Owner’s systems, nor warrants, represents nor undertakes that any information provided by a Customer will be accurate and/or complete;
6.3.3 Star Car Hire shall have no liability for
6.3.3.1 any cancellation or failure to make or fulfil a Booking by any Customer.
6.3.3.2 any breach by a Customer of the Vehicle Hire Agreement;
6.3.3.3 any loss, damage to or theft of the Vehicle Owner’s Vehicle or personal property;
6.3.3.4 any personal injury to the Vehicle Owner, the Customer or any third party;
6.3.3.5 any misuse by the Customer or any third party of any User Personal Data and/or of any Content,
save to the extent that the same may not be excluded by law.
6.4 Star Car Hire gives no representation nor warranty that the Vehicle Hire Agreement will meet the Vehicle Owner’s needs. It is the responsibility of the Vehicle Owner to ensure that all necessary provisions have been included in the agreement. Any use by the Vehicle Owner is at their own discretion and risk.
6.5 Neither party shall be liable to the other party for: (a) indirect, special, incidental or consequential loss or damage; (b) the deletion of, corruption of, or failure to store, any content of the Platform (including Content).
6.6 The aggregate liability of Star Car Hire in respect of any loss or damage suffered by the Vehicle Owner and arising out of or in connection with the performance of this Agreement shall not exceed £100 (and for the avoidance of doubt the Vehicle Owner will act at all times to mitigate any such loss or damage).
6.7 If any limitation and/or exclusion in this clause 6 is determined to have failed of its essential purpose, all other limitations of liability and exclusion of damages set forth shall remain in full force and effect.
7. DURATION AND TERMINATION
7.1 This Agreement shall come into effect on the Commencement Date and, shall continue in force indefinitely thereafter until terminated in accordance with this clause 7.
7.2 This Agreement may be terminated:
7.2.1 by either party giving not less than two months’ prior written notice;
7.2.2 by either party immediately by written notice upon the other party’s insolvency and/or bankruptcy;
7.2.3 by either party upon the other party’s breach of this Agreement and (where such breach is reasonably capable of remedy) the breaching party not so remedying within 14 days of written notice;
7.2.4 by Star Car Hire immediately upon written notice to the email associated with the Vehicle Owner’s account on the Platform:
7.2.4.1 upon Star Car Hire’s ceasing to provide, or suspending the provision of, the Platform;
7.2.4.2 in the event of the Vehicle Owner’s breach of clause 2.5.7;
7.2.4.3 if at Star Car Hire’s sole discretion it regards the acts and/or omissions of a Vehicle Owner as damaging or likely to be damaging to its brand, business and/or reputation which may arise in circumstances including but is not limited to: a sudden increase in quote sizes; last minute cancellations; receipt by Star Car Hire of complaints from customers or prospective customers; the provision of inaccurate details; and/or being unresponsive to requests from Star Car Hire; and/or
7.2.4.4 material breach of this Agreement and/or the Vehicle Hire Agreement.
8. EFFECTS OF TERMINATION
8.1 Termination of this Agreement, however caused, shall be without prejudice to any rights or liabilities accrued at the date of termination.
8.2 One the Agreement has been terminated, the Vehicle Owner shall no longer have access to their account on the Platform nor to any Content associated with their account. It is the responsibility of the Vehicle Owner to ensure that they have copies of all information required for their business records and purposes.
8.3 For the avoidance of doubt, the provisions of this Agreement shall, notwithstanding termination, continue in force in relation to any Booking entered into before the date of termination, save where the Agreement has been terminated by Star Car Hire in accordance with any of clauses 7.2.2 to 7.2.4 inclusive.
8.4 Clauses 2.5.1 – 2.5.9 (inclusive), 2.6.2, 2.7, 2.8, 3 – 10 (inclusive) shall survive termination of this Agreement.
9. CONFIDENTIALITY
9.1 In relation to either party to the Agreement, Confidential Information shall mean any and all information relating to that party which is disclosed before or after the Commencement Date by that party (Discloser) to the other party (Recipient), and which is provided, either directly or indirectly, in writing, orally or by inspection, and being any and all information which is specified as confidential or which a reasonably prudent person should know is expected to be treated as confidential.
9.2 Each party to this Agreement agrees that it will not use any Confidential Information of the other party for any purpose, nor disclose any such Confidential Information to any third party without the other party’s prior written consent (and in the event that such consent is given Recipient will ensure, prior to such disclosure, that each such third party is made aware of the confidential nature of the Confidential Information and agrees in writing to be bound by conditions of secrecy no less strict than those set out in this Agreement).
9.3 Each party to this Agreement agrees that, without affecting any rights or remedies that Discloser may have, damages would not be an adequate remedy for any breach by Recipient of the provisions of this Agreement and Discloser shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this letter by Recipient and that no proof of special damages shall be necessary for the enforcement of this Agreement.
9.4 Information shall not be deemed to be Confidential Information to the extent that it was in the public domain at or subsequent to the time it was communicated to Recipient by Discloser through no fault of Recipient; it was rightfully in Recipient's possession free of any obligation of confidence at or subsequent to the time it was communicated to Recipient by Discloser; it was communicated by the Discloser to an unaffiliated third party free of any obligation of confidence; or the communication was in response to a valid order by a court or other governmental body or was otherwise required by law.
10. GENERAL
10.1 The Vehicle Owner may not assign, sub-license, sub-contract, mortgage or otherwise transfer any of its rights or obligations under this Agreement without Star Car Hire’s prior written consent.
10.2 No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
10.3 This Agreement constitutes the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all previous agreements between the parties relating to the subject matter hereof. Each party agrees that in entering into this Agreement it does not rely on, and will have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. Nothing in this clause shall exclude or limit any liability for fraud.
10.4 A person who is not a party to this Agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.
10.5 If any term, part or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable as being contrary to applicable law or public policy, such provision shall to the extent reasonably possible be construed in a manner so as to be enforceable and the remaining provisions hereof shall remain in full force and effect and in no way be affected, impaired or invalidated.
10.6 Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the Vehicle Owner and Star Car Hire, or as constituting either the Vehicle Owner or Star Car Hire as the agent of the other party for any purpose whatsoever. This Agreement constitutes a contract for the provision of services and accordingly the Vehicle Owner shall be fully responsible for and shall indemnify on demand Star Car Hire for and in respect of all liabilities to deduct and account for income tax under the PAYE system and/or primary National Insurance together with any interest, penalties, costs and expenses arising in consequence of payment thereof.
10.7 In this Agreement, unless expressly provided to the contrary, any references to clauses are references of the clauses of this Agreement; words in the singular include the plural and in the plural include the singular; a reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it; and references to including and include(s) shall be deemed to mean respectively, including without limitation and include(s) without limitation.
10.8 This Agreement shall be governed by and construed in accordance with the laws of Northern Ireland and both parties submit to the exclusive jurisdiction of the Northern Irish courts.