Glass Repair and Replacement Services (Sub-contractors) Terms and Conditions

All Glass Repair and Replacement Services provided by a supplier of Auto Windscreens shall be subject to these Terms and Conditions. These Terms and Conditions are expressly incorporated into the contract made between Auto Windscreens and the Supplier which includes any orders accepted by Auto Windscreens in relation to the provision of Glass Repair and Replacement Services by the Supplier.
1. Interpretation
The following definitions and rules of interpretation apply in these Terms and Conditions.
1.1 Definitions:
AW: means Trifords Limited trading as Auto Windscreens (Company Number: 07518924) whose registered office is at Markerstudy House, 45 Westerham Road, Bessels Green, Sevenoaks, Kent TN13 2QB.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by AW for the supply of the Services in accordance with clause 6 (Charges and payment).
Contract: the contract between AW and the Supplier for the supply of Services comprised of (1) the Order and (2) these Terms and Conditions.
Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression Change of Control shall be construed accordingly.
Customer: the person who receives automotive glass repair and/or replacement services from the Supplier, as notified by AW to the Supplier upon acceptance of an Order.
Data Protection Law: means all applicable data protection and privacy legislation, regulations and guidance including Regulation (EU) 2016/679 (the "General Data Protection Regulation" or the "GDPR") and the Data Protection Act 2018 (or, in the event that the UK leaves the European Union, all legislation enacted in the UK in respect of the protection of personal data) and the Privacy and Electronic Communications (EC Directive) Regulations 2003; and any guidance or codes of practice issued from time to time by the Information Commissioner’s Office (“ICO”) all as amended, updated or re-enacted from time to time.
Data Subject: has the meaning given to it in the Data Protection Law and includes, for the purposes of this Contract, Customers.
Order: AW’s order for the supply of Services, as set out in AW’s order form.
Personal Data: has the meaning given to it in Data Protection Law.
Process: has the meaning set out in Data Protection Law and “Processing" and "Processed" shall be construed accordingly.
Purposes: means in respect of each party the provision of their respective Services recorded in this Contract together with any ancillary purpose necessary to enable each party to meets its obligations under the Contract or legal/ regulatory requirement.
Services: automotive glass repair and replacement to be provided by the Supplier under the Contract, as set out in the Order.
Specification: the description or specification for the Services agreed in writing by AW and the Supplier, as set out in the Order.
Supplier: the company or entity from whom AW purchases the Services.
Terms and Conditions: these Glass Repair and Replacement Services (Sub-contractors) Terms and Conditions as amended from time to time in accordance with clause 13.5.
1.2 Interpretation:
(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes fax but not email.
(d) References in this Contract to Clauses and Schedules are references to the Clauses and Schedules to this Contract (as supplemented, amended or replaced from time to time) and the Schedules form part of and are deemed to be incorporated into this Contract.
2. Basis of the Contract
2.1 The contract between AW and the Supplier for the supply of Services is comprised of (1) the Order and (2) these Terms and Conditions.
2.2 Each new Order constitutes an offer by AW to purchase the Services in accordance to these Terms and Conditions.
2.3 Each new Order shall only be deemed to be accepted on AW issuing a purchase order number to the Supplier or on AW’s written acceptance of the Supplier's quotation, as the case may be.
2.4 These Terms and Conditions shall apply to all Services provided by the Supplier to a Customer, as detailed in the Order to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. Supply of Services
3.1 The Supplier shall meet any performance dates for the Services that AW notifies to the Supplier from time to time and time is of the essence in relation to any of those performance dates.
3.2 In providing the Services, the Supplier shall:
(a) co-operate with AW in all matters relating to the Services, and comply with all instructions of AW;
(b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade and comply with any legislation or industry standards and practices which affect the provision of the Services;
(c) use personnel and technicians who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract;
(d) ensure that the Services will conform with all descriptions and Specification, and shall be fit for any purpose that AW expressly or impliedly makes known to the Supplier;
(e) provide all equipment, tools and vehicles and such other items as are required to provide the Services;
(f) use the best quality goods, materials, standards and techniques, and ensure that all goods and materials supplied and used in the Services or transferred to AW, will be free from defects in workmanship, installation and design;
(g) obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
(h) comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Services, and the service levels set out in Schedule 2;
(i) observe all health and safety rules and regulations and any other applicable security requirements;
(j) not do or omit to do anything which may cause AW to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that AW may rely or act on the Services;
(k) not directly or indirectly market, solicit or offer any general motor insurance products to Customers;
(l) not seek or obtain payment from the Customer in relation to the Services;
(m) under no circumstances carry out the windscreen recalibration of a vehicle without AW’s prior written consent; and
(n) be responsible for rectifying, at its own cost, any Services provided which is not to the satisfaction of the Customer.
4. AW’s remedies
4.1 If the Supplier fails to perform the Services by the applicable dates, AW shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
(b) to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
(c) to recover from the Supplier any costs incurred by AW in obtaining substitute services from a third party;
(d) to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided; and
(e) to claim damages for any additional costs, loss or expenses incurred by AW which are in any way attributable to the Supplier's failure to meet such dates.
4.2 These Terms and Conditions shall extend to any substituted or remedial services provided by the Supplier.
4.3 AW’s rights under the Contract are in addition to its rights and remedies implied by statute and common law.
5. AW's obligations. AW shall provide such necessary information for the provision of the Services as the Supplier may reasonably request.
6. Charges and payment
6.1 The Charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by AW, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
6.2 The Supplier shall invoice AW within 3 working days of completion of the Services. Each invoice shall include such supporting information required by AW to verify the accuracy of the invoice, including but not limited to the relevant purchase order number, part number (if applicable), product name and code, vehicle registration number and job description.
6.3 In consideration of the supply of the Services by the Supplier, AW shall pay the invoiced amounts within 30 calendar days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.
6.4 All amounts payable by AW under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT).
6.5 The Supplier will be entitled to invoice AW for VAT or any other duty, taxes or levies payable in respect of the Services supplied in accordance with this Contract.
6.6 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and shall allow AW to inspect such records at all reasonable times on request.
6.7 AW may at any time, without notice to the Supplier, set off any liability of the Supplier to AW against any liability of AW to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by AW of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
7. Intellectual property rights
7.1 Each party will retain ownership of all their respective rights, including intellectual property rights in the data, database, computer programmes, documents, materials, ideas or other information or any compilation thereof used in the performance of this Contract.
8. Indemnity
8.1 The Supplier shall indemnify AW against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by AW arising out of or in connection with:
(a) any fraudulent or negligent acts or omissions, or breaches of the terms of this Contract by the Supplier, its agents, employees, sub-contractors; and
(b) any claim made against AW by a third party arising out of, or in connection with, the supply of the Services.
8.2 This clause 8 shall survive termination of the Contract.
9. Audit
9.1 On reasonable notice AW shall, both during and after termination of this Contract, allow at least once a year AW or its authorised representatives or agents to have access to the Supplier's premises at all reasonable times for the purpose of inspecting and taking copies of the Supplier's books and records, systems procedures and controls used by the Supplier related to or in connection with this Contract.
9.2 The Supplier agrees to provide the same rights of inspection and information as given to AW under this clause to and co-operate fully with the insurer of the Customer and any regulatory and enforcement authority SAVE THAT such regulatory and enforcement authority shall not be required to give the Supplier prior notice of such inspection.
10. Insurance. During the term of the Contract and for a period of 6 years thereafter, the Supplier shall maintain in force and effect, with a reputable insurance company, employers’ liability (workman’s compensation) insurance, public liability insurance, product liability insurance at a level suitable to cover all liabilities which may be incurred by AW under or in connection with the Contract arising out of the Supplier’s performance of this Contract and shall, on AW’s request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
11. Termination
11.1 Without limiting or affecting any other right or remedy available to it, AW may terminate the Contract:
(a) with immediate effect by giving written notice to the Supplier if:
(i) the Supplier's financial position deteriorates to such an extent that in AW’s opinion the Supplier's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(ii) the Supplier commits a breach of clause 3.2(h).
11.2 Without limiting or affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
12. Consequences of termination
12.1 On termination of the Contract for any reason, the Supplier shall return all Specifications and data supplied by AW to the Supplier. If the Supplier fails to do so, then AW may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
12.2 Termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
13. General
13.1 Assignment and other dealings.
(a) AW may at any time assign any or all of its rights and obligations under the Contract.
(b) The Supplier shall not assign, transfer, subcontract, delegate, any of its obligations under the Contract without the prior written consent of AW.
13.2 Data Protection. The parties shall comply with the Data Protection provisions set out in Schedule 1 of these Terms and Conditions.
13.3 Confidentiality.
(a) Each party agrees not to use any confidential information concerning the business, affairs, customers, clients or suppliers of the other party for any purpose other than for which it is supplied under this Contract and agrees not to disclose such confidential information received from the other party to any of its employees, officers or contractors who do not need to know it, and to prevent its disclosure or access by any third party without the prior written consent of the disclosing party except:
(i) to its professional advisers (under a professional duty of confidence);
(ii) to the insurers of the Customer, where required, in respect of a policy or a claim;
(iii) where required by law or any legal regulatory authority; or
(iv) where such information is in the public domain without any breach of this Contract or any other duty of confidentiality;
(v) Where a party discloses the other’s Confidential Information to employees, officers or contractors, that party will ensure that such parties are subject to confidentiality provisions similar to this clause 13.3.
(b) The provisions of this clause 13.3 will survive the termination or expiry of this Contract for whatever reason.
13.4 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.5 Variation. Except as set out in these Terms and Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.
13.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
13.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
13.8 No partnership or agency.
(a) Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
(b) Each party confirms it is acting on its own behalf and not for the benefit of any other person.
13.9 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and addressed to its registered office (if a company) or its principal place of business (in any other case) and shall be delivered:
(i) by hand in which case it shall be deemed to have been given upon delivery at the relevant address; or
(ii) by registered post and delivery will be at the time shown on the delivery receipt.
(b) A copy of any notice given under this Contract to AW shall be sent to the Group General Counsel and Company Secretary of Trifords Limited trading as Auto Windscreens at 45 Westerham Road, Bessels Green, Sevenoaks, TN13 2QB.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
13.10 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.11 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
13.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Schedule 1 DATA PROTECTION
1. General Obligations
1.1 Both parties will comply with all applicable requirements of the Data Protection Law. This paragraph is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Law.
1.2 The parties acknowledge that for the purposes of the Data Protection Law, AW is the Data Controller and the Supplier is the Data Processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Law).
1.3 The Data Controller will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Data Processor for the duration and purposes of this Contract.
2. Processing Obligations
2.1 The Data Processor shall, in relation to any Personal Data Processed in connection with the performance by the Data Processor of its obligations under this Contract comply with their obligations as a Data Processor under Data Protection Law and further agrees:
2.1.1 to Process the relevant Personal Data only as contemplated by the Purposes and then only in accordance with instructions given by the Data Controller in writing from time to time;
2.1.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Data Controller, to protect against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful Processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
2.1.3 ensure that all personnel who have access to and/or Process the relevant Personal Data are obliged to keep the Personal Data confidential; and
2.1.4 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Data Controller has been obtained and the following conditions are fulfilled:
2.1.4.1 the Data Controller or the Data Processor has provided appropriate safeguards in relation to the transfer including entering into the Standard Contractual Clauses;
2.1.4.2 the Data Subject has enforceable rights and effective legal remedies;
2.1.4.3 the Data Processor complies with its obligations under the Data Protection Law by providing an adequate level of protection to any Personal Data that is transferred; and
2.1.4.4 the Data Processor complies with reasonable instructions notified to it in advance by the Data Controller with respect to the processing of the Personal Data;
2.1.5 assist the Data Controller in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Law with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
2.1.6 notify the Data Controller without undue delay (and in any event with twenty four (24) hours) on becoming aware of a Personal Data breach;
2.1.7 at the written direction of the Data Controller, delete or return Personal Data and copies thereof to the Data Controller on termination of this Contract unless required by applicable law to store the Personal Data; and
2.1.8 maintain complete and accurate records and information to demonstrate its compliance with this paragraph and allow for audits by the Data Controller or the Data Controller ’s designated auditor.
2.2 The Data Controller does not consent to the Data Processor appointing any third party as a third-party processor of Personal Data under this Contract. Where the Data Controller subsequently agrees in writing to the appointment of a third party processor, the Data Processor confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this Schedule. As between the Data Controller and the Data Processor, the Data Processor shall remain fully liable for all acts or omissions of any third-party processor appointed by it.
3. Indemnity
3.1 The Data Processor will indemnify the Data Controller against all fines, claims and proceedings and all liability, direct loss, together with associated costs and expenses incurred by the Data Controller as a result of any claim made or brought by any Data Subject, regulatory body or other legal person in respect of any loss, damage or distress caused to Data Subjects or any fines imposed by a regulatory body as a result of the Data Processor, its personnel or sub-contractors breach of this Contract and /or Data Protection Law including any unauthorised processing, unlawful processing, destruction of and/or damage to any Personal Data in its performance or purported performance of this Contract.
4. Insurance requirements
4.1 The Data Processor shall take out and maintain for the duration of this Contract cyber insurance with a reputable insurer and shall provide the Data Controller upon request, with a copy of such insurance policy.
5. Material Breach
5.1 A breach of this Schedule shall be deemed a material breach of this Contract.

SCHEDULE 2 SERVICE LEVELS
The Supplier shall use all reasonable endeavours to comply with the service levels set out below:
1. Emergency Jobs, Insecure Vehicles, Standard Service and Dealer Parts
1.1 Emergency Jobs (where the vehicle is un-drivable) (Priority 1)
(a) This is deemed the highest priority and escalated as such. The Supplier shall use all reasonable endeavours to respond to Emergency Job requests within sixty (60) minutes and arrange for a technician to attend within twenty four (24) hours dependent on the Customer’s preference and glass availability.
(b) For an Emergency Job, the Supplier will inform the Customer that they will receive a call back from a local technician within sixty (60) minutes to discuss and book an appointment.
1.2 Insecure Vehicles (where there is damage to any of the body glass) (Priority 2)
The Supplier shall use reasonable endeavours to respond to Insecure Vehicle requests within sixty (60) minutes and arrange for a technician attend within forty eight (48) hours dependent on the Customer’s preference and glass availability.
1.3 Standard Service (where there is a cracked windscreen) (Priority 3)
(a) AW shall use its reasonable endeavors to ensure that the windscreen glass repair/replacement scheduled on first call is in line with the Customer’s requirements, and completed generally within ten (10) days subject to Customer preference and parts’ availability.
(b) For Standard Service appointments the Supplier will use all reasonable endeavours to book an appointment with the Customer in the initial call.
2. Appointment Confirmation
The Supplier will notify the Customer on the day before their appointment is scheduled. The technician will attempt to contact the Customer on the day of their appointment with an estimated time of arrival.
3. Appointment
The Supplier will:
3.1 use all reasonable endeavours to arrive at the location at the time agreed with the Customer.
3.2 carry out the repair or replacement with a mobile windscreens unit as required by the Customer subject to geographical, technical or safety constraints.
3.3 complete a vehicle pre-inspection report before any work is carried out.
4. Delay
4.1 In the event that the appointment is delayed due to glass unavailability, where practicable, the Supplier may offer the Customer a temporary waterproof repair.
4.2 The Supplier shall use reasonable endeavours to ensure that glass is made available within twenty-four (24) hours of the original time of the delayed appointment, subject to glass availability from suppliers.
4.3 If rescheduling an appointment with a Customer, the Supplier shall contact the Customer at least 2 hours in advance of any agreed appointment time to advise and reschedule.
5. Response Times
5.1 Work to be carried out at a time mutually convenient to the Supplier and the Customer.
5.2 The technician will keep the Customer informed of any changes regarding the estimated time of arrival if for any reason there will be a material delay in arriving for the scheduled appointment.
5.3 Should the technician consider any vehicle unsafe to drive or irreparable on site they should render all reasonable assistance to the Customer to resolve their situation.
6. Recalibration Services
If it is identified that a camera attached to a windscreen of a Customer’s vehicle requires recalibration after a windscreen replacement, the Supplier shall notify AW immediately and must ensure the dealer source part is fitted. AW will arrange recalibration with the dealer network.