Standard Terms and Conditions.

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

Application Formmeans the Greenarc Fuel Cards application form completed and signed by the Customer (or submitted electronically and accepted by GFC), together with any supporting documents or information provided by or on behalf of the Customer.

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

Cardmeans any and all fuel cards, virtual cards, electronic tokens or other means of payment (including, without limitation, mobile wallet solutions such as Apple Pay or other electronic payment applications) issued to the Customer by GFC for the purpose of purchasing Goods from a Site.

Change of Controlmeans where any person or entity obtains more than fifty per cent (50%) of the shares carrying the right to vote in the Customer or its holding company (as defined in section 1159 of the Companies Act 2006), or otherwise acquires the legal power (whether directly or indirectly) to direct or materially influence the management or policies of the Customer.

Chargesmeans all charges, prices, fees, premiums, surcharges, margins, adjustments, interest, penalties, costs and other sums payable by the Customer to GFC under or in connection with the Contract, including (without limitation) any Fuel Price Adjustment applied pursuant to these Conditions.

Conditionsmeans these standard terms and conditions as amended, supplemented or replaced from time to time by GFC in accordance with clause 11.

Contractmeans the contract between GFC and the Customer created upon GFC’s acceptance of the Application Form and/or the issue of one or more Cards to the Customer, and which incorporates these Conditions.

Customermeans a person acting in the course of its business in whose name the account is held and includes that person’s employees, officers, subcontractors, agents or any other persons using a Card with the Customer’s authority or permission.

Customer Datameans any Data relating to the Customer that is provided to or obtained by GFC under or in connection with these Conditions, including (without limitation) banking details, personal data, vehicle information, transaction data and account information.

Datameans all information recorded in or processed by any medium whatsoever capable of storing or transmitting data.

Data Protection Legislationmeans all applicable data protection and privacy legislation in force in the United Kingdom from time to time including the UK General Data Protection Regulation and the Data Protection Act 2018.

Force Majeure Eventmeans any event or circumstance beyond the reasonable control of GFC including, without limitation, war (whether declared or not), armed conflict, civil commotion, acts or threats of terrorism, sanctions, embargoes, governmental intervention, compliance with any law, regulation or governmental order, industrial disputes, failure of utility services or transport networks, accident, breakdown of plant or machinery, fire, flood, storm, epidemic or pandemic, extreme fuel price volatility, or any other event or circumstance materially affecting fuel supply, availability or pricing.

Fuel Price Adjustmentmeans any temporary or permanent adjustment to pricing, discounts, rebates, charging methodology, premiums, margins, surcharges or fees applied by GFC pursuant to clause 5A.

GFCmeans Greenarc Limited trading as Greenarc Fuel Cards, registered in England and Wales with company number 07073877, whose registered office is at 101 First House, Shuttleworth Mead Group, 12a Meadway, Padiham, Burnley, England, BB12 7NG.

Goodsmeans fuels, lubricants, additives and any other goods and/or services supplied by or through GFC whether via use of a Card or otherwise.

Market Disruption Eventmeans any circumstance which materially affects fuel pricing or fuel supply including (without limitation) geopolitical events, war, sanctions, refinery outages, supply chain disruption, changes to taxation or duty, or where the wholesale, supply or procurement cost of fuel incurred by GFC exceeds or is reasonably anticipated to exceed prevailing retail forecourt prices.

PINmeans a personal identification number issued for use with a Card.

Sitemeans any fuel station or other outlet specified or approved by GFC from time to time at which a Card may be used to obtain Goods.

Suppliermeans any authorised third party supplier, network operator or service provider which supplies Goods to GFC or enables acceptance of Cards at Sites.

1.2 A reference to a statute or statutory provision includes any amendment, extension or reenactment from time to time and any subordinate legislation made under it.

1.3 Words in the singular include the plural and vice versa, and references to one gender include all genders.

1.4 A reference to writing or written includes email.

1.5 Headings are inserted for convenience only and shall not affect interpretation.

2.1 GFC supplies Cards and Goods strictly subject to these Conditions and, where applicable, any Supplier Agreement, and reserves the right to reject any application for Cards or Goods in whole or in part at its absolute discretion.

2.2 The Application Form, these Conditions and any payment or billing terms stated on invoices together constitute the entire agreement between the parties and supersede all prior agreements, understandings or arrangements, whether written or oral.

2.3 Use of a Card, the placing of any order for Goods, or continued operation of the Customer account constitutes unconditional acceptance of these Conditions as in force at the time of such use or order.

2.4 The Customer acknowledges that Cards remain at all times the property of GFC and/or the relevant Supplier and must be returned to GFC or destroyed immediately upon request or upon termination of the Contract.

2.5 These Conditions apply to all repeat transactions and all Contracts operating on a rolling basis unless expressly agreed otherwise in writing by GFC.

3.1 All applications for the issue of Cards must be made in writing or electronically in such form as GFC may require. The issue of Cards is subject to approval by GFC in its absolute discretion.

3.2 GFC reserves the right to make such credit, identity and financial checks as it sees fit, including making enquiries of credit reference agencies and sharing information concerning the Customer’s account performance with such agencies from time to time.

3.3 GFC will supply Cards for the purchase of Goods subject to any credit limit imposed by GFC. GFC may vary, reduce or withdraw any credit limit at any time without prior notice.

3.4 Cards will be dispatched by post or courier to the Customer’s address. Risk of loss or damage to Cards shall pass to the Customer upon dispatch.

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

3.6 GFC reserves the right at any time and without prior notice to: (a) withdraw or restrict the availability of any Goods;

(b) vary the list of Sites at which Cards may be used;

(c) suspend, cancel or put a stop on any Card;

(d) refuse to issue replacement or additional Cards;

(e) terminate or limit the right to use any Card.

3.7 All replacement Cards, additional Cards and Card renewals may be charged at the rates prevailing at the time of issue.

3.8 No employee, agent or representative of GFC has authority to make any representation or commitment concerning Cards or pricing unless confirmed in writing by an authorised officer of GFC.

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

3.10 The Customer must notify GFC immediately if a Card is lost, stolen or suspected to be misused and shall provide all information reasonably required by GFC. The Customer shall indemnify GFC in full against all losses, liabilities, costs and expenses arising from any unauthorised use of a Card.

3.11 Without prejudice to clauses 3.5 to 3.10, the Customer shall be solely responsible for all authorised and unauthorised use of any Card, including without limitation use arising from theft, loss, cloning, PIN compromise, misuse by employees, subcontractors, agents or any other third party.

3.12 No insurance, chargeback protection or fraud guarantee is provided by GFC in respect of any Card transaction unless expressly agreed in writing.

4.1 The Customer acknowledges that it is responsible for the safety and security of all PINs issued in connection with any Card and shall ensure that such PINs are kept strictly confidential at all times.

4.2 The Customer shall not disclose any PIN to any third party and shall ensure that any person authorised to use a Card complies fully with all PIN security requirements notified by GFC from time to time.

4.3 The Customer shall comply with all reasonable instructions issued by GFC relating to PIN security and shall destroy any PIN notification or advice immediately after receipt.

4.4 Where the Customer requests a replacement PIN, GFC reserves the right to charge a fee for this service at the rate prevailing at the time.

4.5 If a PIN has been compromised, or the Customer reasonably suspects that a PIN may have been compromised, the Customer shall immediately notify GFC in writing (and in any event within 24 hours). GFC may place the affected Card on stop pending investigation.

4.6 The Customer shall indemnify GFC in full against all losses, liabilities, costs and expenses arising out of the use of a Card with a compromised or improperly disclosed PIN.

5.1 The Customer shall pay all Charges in full and in cleared funds by the due date specified on the relevant invoice.

5.2 Time for payment shall be of the essence. If the Customer fails to make payment by the due date:

(a) GFC may place any or all Cards on stop immediately;

(b) no further use of Cards shall be permitted; and

(c) GFC may demand immediate payment of all outstanding invoices and any other sums due under the Contract.

5.3 Where the Customer purchases Goods in excess of any agreed credit limit, GFC reserves the right to invoice and collect payment for the full amount outstanding.

5.4 The Customer shall not be entitled to withhold payment, exercise any right of setoff or make any counterclaim against amounts due to GFC under any circumstances. Any outstanding balance shall constitute a debt immediately due and payable. Notwithstanding the foregoing or any other prohibition on set off in these Conditions, GFC may set off any sums owed by the Customer against any amounts payable by GFC to the Customer.

5.5 Customers electing to pay by Direct Debit shall: (a) maintain a bank account capable of accepting Direct Debits;

(b) maintain a valid Direct Debit mandate in favour of GFC; and

(c) ensure that sufficient cleared funds are available to meet all Direct Debits initiated by GFC.

5.6 The Customer shall not take any action or omit to do anything which may invalidate or cancel a Direct Debit mandate without GFC’s prior written consent.

5.7 If a Direct Debit payment is rejected, failed or returned unpaid for any reason, GFC may charge a rejection or administration fee and may require future payments to be made by alternative means.

5.8 Where a Direct Debit payment date falls on a non Business Day, the payment shall be collected on the preceding or following Business Day as determined by GFC.

5.9 GFC reserves the right to charge interest on overdue sums at a rate of eight per cent (8%) per annum above the Bank of England base rate from time to time in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002. GFC also reserves the right to (i) charge a reasonable fee on each occasion that a cheque is returned unpaid or upon the failure of a direct debit or standing order payment, and (ii) cover its reasonable debt recovery costs (including all third party debt recovery costs, charges, and other liabilities reasonably and properly incurred).

5.10 All amounts payable under the Contract are exclusive of VAT unless stated otherwise. VAT shall be payable at the applicable rate.

5.11 All prices, discounts, rebates and charging structures are variable and subject at all times to adjustment in accordance with clause 5A.

5A.1 The Customer expressly acknowledges and agrees that fuel markets are inherently volatile and subject to events and influences beyond the reasonable control of GFC, including Market Disruption Events.

5A.2 Without limiting any other rights of GFC under these Conditions, GFC reserves full and absolute discretion to vary pricing, Charges, discounts, margins or charging methodologies at any time where: (a) a Market Disruption Event occurs or is reasonably anticipated;

(b) wholesale, supply chain or procurement costs incurred by GFC increase materially;

(c) prevailing retail forecourt prices fail to reflect GFC’s input costs; or

(d) continued supply on existing pricing would expose GFC to loss or undue commercial risk.

5A.3 Any Fuel Price Adjustment may include, without limitation: (a) the application of temporary or permanent surcharges or premiums per litre;

(b) the reduction, suspension or removal of any agreed or advertised discount;

(c) a temporary or permanent reversion to cost plus pricing;

(d) the introduction of alternative pricing methodologies;

(e) the application of additional administrative, volatility or risk mitigation fees.

5A.4 Fuel Price Adjustments may be implemented: (a) with immediate effect where required by market conditions; or

(b) on such notice as GFC considers reasonable in the circumstances, which notice may be given by email, invoice message, online portal notification or other written communication.

5A.5 Continued use of any Card or continued purchase of Goods following the implementation of a Fuel Price Adjustment shall constitute acceptance of that adjustment by the Customer.

5A.6 Fuel Price Adjustments shall not: (a) constitute a variation requiring express written agreement of the Customer;

(b) constitute a breach of contract; or

(c) give the Customer any right to terminate the Contract, suspend payments, dispute Charges or claim damages.

5A.7 For the avoidance of doubt, this clause 5A applies to all Customers on rolling contracts and overrides any prior pricing understanding, illustration or example.

5A.8 This clause operates independently of, and is not limited by, any variation or notice provisions elsewhere in these Conditions

5B.1 GFC may require security, deposits or guarantees at any time as a condition of continued supply.

5B.2 GFC may reduce or withdraw credit limits immediately if, in GFC’s reasonable opinion, the Customer’s creditworthiness deteriorates or risk increases.

5B.3 Where an account is placed on stop, all outstanding sums shall become immediately payable.

6.1 In this clause 6, the terms Data Controller, Data Processor, Data Subject, Personal Data and Personal Data Breach shall have the meanings given to them in the Data Protection Legislation.

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

6.2.1 The intellectual property rights in Customer Data shall vest in the Customer. Customer Data shall be provided to GFC as reasonably required for the performance of the Contract.

6.2.2 The Customer acknowledges that, for the purposes of the Data Protection Legislation, the Customer shall be the Data Controller and GFC shall act as Data Processor in respect of Personal Data processed solely for the operation of the Cards and supply of Goods. GFC shall act as an independent Data Controller in respect of Personal Data processed for fraud prevention, credit risk assessment, regulatory compliance, debt recovery and reporting to credit reference agencies.

6.2.3 GFC shall process Personal Data only: (a) in accordance with the Customer’s documented instructions;

(b) as required for fraud prevention and detection;

(c) to licensed credit reference agencies where the Customer is in breach of these Conditions;

(d) as required to comply with any Supplier Agreement; and

(e) where required by law, court order or regulatory obligation.

6.2.4 GFC shall: (a) not disclose Personal Data to any third party except as permitted by these Conditions or required by law;

(b) implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and accidental loss, damage or destruction;

(c) ensure that all personnel with access to Personal Data are subject to confidentiality obligations;

(d) notify the Customer without undue delay upon becoming aware of a Personal Data Breach relating to Customer Data;

(e) assist the Customer in responding to Data Subject requests and regulatory enquiries.

6.2.5 Upon termination or expiry of the Contract, and subject to legal or regulatory retention requirements, GFC shall return or securely delete Customer Data upon request.

7.1 GFC shall not be liable for any delay or failure to perform any obligation under the Contract to the extent that such delay or failure results from a Force Majeure Event.

7.2 Where a Force Majeure Event materially affects fuel supply or availability, GFC may suspend, restrict or terminate supply and may implement pricing adjustments in accordance with clause 5A.

7.3 If a Force Majeure Event continues for more than ten (10) Business Days, GFC may terminate the Contract without liability.

8.1 Nothing in these Conditions shall limit or exclude GFC’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any liability which cannot be excluded by law.

8.2 Subject to clause 8.1, GFC shall not be liable for any indirect or consequential loss, or for any loss of profit, revenue, goodwill or economic or financial loss arising from or in connection with pricing variations, Fuel Price Adjustments, market volatility or changes in fuel availability.

8.3 GFC gives no warranty or representation, express or implied, as to the quality, fitness for purpose or suitability of any Goods, which are supplied subject to the Supplier’s terms.

8.4 The Customer shall indemnify and keep indemnified GFC against all losses, liabilities, damages, costs and expenses arising out of: (a) misuse of any Card;

(b) unauthorised transactions;

(c) breach of these Conditions;

(d) fraudulent, dishonest or criminal acts by the Customer or its personnel.

8.5 This clause 8 shall survive termination.

9.1 Without limiting any other rights or remedies, either party may terminate the Contract by giving not less than twenty (20) Business Days’ written notice to the other party.

9.2 Where the Customer terminates the Contract without giving the required notice, the Customer shall indemnify GFC for all losses and costs incurred as a result.

9.3 GFC may terminate the Contract immediately by written notice if the Customer: (a) commits a material breach and, where capable of remedy, fails to remedy such breach within 30 days;

(b) suspends or threatens to suspend payment of its debts;

(c) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(d) enters into insolvency, administration, liquidation or similar proceedings;

(e) suffers any analogous event in any jurisdiction;

(f) undergoes an undisclosed Change of Control;

(g) ceases or threatens to cease trading; or

(h) suffers financial deterioration which, in GFC’s reasonable opinion, materially threatens the Customer’s ability to perform its payment or other material obligations.

9.4 GFC may suspend the Contract where it reasonably believes any of the above events are likely to occur.

10.1 Upon termination for any reason: (a) all outstanding sums become immediately due and payable;

(b) all Cards must be cut in half and returned to GFC or securely destroyed;

(c) all rights accrued prior to termination shall remain enforceable.

10.2 Clauses intended by their nature to survive termination shall do so.

11.1 Any notice given under or in connection with the Contract shall be in writing and delivered by hand, first class post, courier or email to the relevant address notified by the receiving party.

11.2 Notices shall be deemed received: (a) if delivered by hand, at the time of delivery;

(b) if sent by post, at 9.00 am on the second Business Day after posting;

(c) if sent by email, one Business Day after transmission, provided no error message is received.

11.3 This clause does not apply to service of legal proceedings.

12.1 GFC may amend these Conditions and operational procedures at any time by written notice to the Customer. Any variation to pricing, Charges, discounts or charging methodologies shall be governed by, and without limitation to, clause 5A. Continued use of Cards constitutes acceptance of such amendments.

12.2 GFC may assign, transfer, subcontract or otherwise deal with its rights and obligations under the Contract. The Customer may not do so without GFC’s prior written consent.

12.3 If any provision of these Conditions is held invalid or unenforceable, the remaining provisions shall remain in full force.

12.4 No person other than the parties shall have any rights under the Contracts (Rights of Third Parties) Act 1999.

12.5 To comply with anti-money laundering and know your customer obligations, GFC may require verification of the identity of the Customer and its controllers. The Customer shall promptly provide such information.

12.6 The Contract and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.