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AGENCY AGREEMENT


PARTIES
This agreement is between the Agent and the Principal (as defined below).


BACKGROUND
The Principal wishes to provide its vehicle(s) for hire and now wishes to appoint the Agent as its non-exclusive agent for the provision of the Services in relation to the hire of its vehicles, as defined below.


AGREED TERMS

1. DEFINITIONS AND INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Agent: means Star Car Hire Ltd.

Commencement Date: the date on which the Principal completed the online registration process through the Agent’s website www.starcarhire.co.uk.


Force Majeure Event: any acts, events, omissions or accidents 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.


Principal: means you.


Services: the concluding of contracts on the Principal’s behalf to provide vehicles for hire and the promotion of the Principal’s vehicles online.


Star Care Hire: means Star Car Hire Limited, a company registered in Northern Ireland (Company Number NI057689) and whose registered office is at 3A The Square, Ballyclare, BT39 9BB.


Terms & Conditions: the terms and conditions as may be in place from time to time under which the contracts concluded by the Agent on the Principal’s behalf are made, a copy of which is available here: www.starcarhire.co.uk/app/TermsConditionHire.aspx


Year: the period of 12 months from the Commencement Date and each consecutive period of 12 months thereafter during the period of this agreement.


1.2 References to clauses and schedules are to the clauses of and schedules to this agreement.


1.3 Headings are for convenience only and shall be ignored in interpreting this agreement.


2. APPOINTMENT

2.1 The Principal hereby appoints the Agent as its non-exclusive agent to provide the Services on the terms of this agreement and the Agent hereby accepts the appointment on those terms.


3. AGENT'S OBLIGATIONS
The Agent undertakes and agrees with the Principal at all times during the term of this agreement:


3.1 Except as authorised by the Principal, not to act in a way which will incur any liabilities on behalf of the Principal nor to pledge the credit of the Principal.


3.2 To comply with all reasonable and lawful instructions of the Principal from time to time concerning the provision of the Services, and generally to carry out its agency in such manner as it thinks best to promote the interest of the Principal.


4. PRINCIPAL'S UNDERTAKINGS
The Principal undertakes and agrees with the Agent during the term of this agreement:


4.1 To act at all times in its relations with the Agent dutifully and in good faith.


4.2 Subject to the following, and provided the Agent performs its obligations under this agreement, to indemnify the Agent against any liabilities which the Agent may incur as a result of acting with reasonable care
and skill within the scope of its authority under this agreement as agent for the Principal.


4.3 To supply to the Agent at the Principal's own expense such documentation and information and such technical, market and other support as the Agent may from time to time reasonably require for the purposes of promoting and selling the Services and to enable it properly and efficiently to discharge its duties under this agreement. Where such documentation includes photographs of the Principal’s vehicles or otherwise, the Principal hereby agrees to waive all intellectual property and moral rights that it may have in those photographs.


4.4 Within a reasonable period of becoming aware of the same to perform any contracts made on its behalf by the Agent under this agreement subject to its rights and obligations under the Terms & Conditions.


4.5 Promptly and efficiently to deal with any complaint, dispute or after-sales enquiry raised by a customer relating to the contracts concluded on its behalf by the Agent.


4.6 Where appropriate, to inform the Agent within a reasonable time if any contract concluded on its behalf by the Agent will not be performed by it, and of the reason for such non-performance.


4.7 Where the Principal is not personally available to perform any of its obligations and duties under any contract concluded on its behalf by the Agent, such obligations which shall include driving its vehicle for the customer, the Principal shall appoint a suitable alternative to perform these obligations and duties in its place. Where such an alternative is appointed the Principal agrees to indemnify the Agent for any loss that it may incur through the actions of the alternative.


4.8 To at all times ensure that its vehicles are fully taxed, are in possession of a valid MOT certificate and are fully and appropriately insured for any contract made on its behalf by the Agent under this agreement. Where an alternative has been appointed to drive the vehicle on behalf of the Principal pursuant to clause 4.7, the Principal shall ensure that all insurances for the vehicle extend to that alternative.


4.9 To ensure that its vehicles are at all times in good working order, are fit for purpose and unlikely to cause harm to any customer, and are clean and well presented immediately prior to the performance of any contract made on its behalf by the Agent under this agreement.


4.10 During the performance of any contract made on its behalf by the Agent under this agreement, to conform with the dress code set by the Agent from time to time and not to act in any way that may have a negative effect on the business of the Agent.


4.11 The Principal shall not at any time provide the customer with any personal contact details and agrees to refer all queries from the customer to the Agent. Any breach of this clause 4.11 shall give rise to an immediate right of termination of this agreement on the Agent’s part by notice in writing and the Agent shall also be entitled to seek commission on any booking made as a result of that breach as per clause 6.1 as
if it was a contract concluded by the Agent on the Principal’s behalf.


5. LIABILITY OF THE AGENT

5.1 The Agent shall be in no way liable to the Principal for anything which may happen in consequence of any contract that the Agent may make on behalf of the Principal, including, without limitation:

(a) any damage to the Principal’s vehicle or personal property;

(b) any theft of the Principal’s vehicle or personal property;

(c) any personal injury to the Principal; or

(d) any cancellation of or failure to attend a booking by a customer.


6. COMMISSION AND PAYMENTS

6.1 The Principal shall (subject to the Agent performing its obligations under this agreement) pay to the Agent a commission for each contract that the Agent concludes on the Principal’s behalf pursuant to and
during the term of this agreement. Such commission shall vary depending on the size and nature of the contract being concluded and in any event shall not be less than £100. In satisfaction of this payment, the Principal hereby agrees that that the amount paid to the Agent by the customer as a deposit for a booking for which the Agent concludes a contract on behalf of the Principal shall act as the requisite commission for that contract. The Agent shall notify the Principal of the commission payable on any contract before that contract is concluded.


6.2 In the event that the Principal receives the deposit referred to in clause 6.1 above, the Principal agrees to pay this to the Agent as the commission payable for the booking within seven days of receipt of the deposit.


6.3 The Agent shall not be entitled to any other payment in consideration of the provision the Services.


6.4 If at any time the services to be provided by the Principal under a contract made by the Agent are not delivered to a customer, the Agent's right to commission shall cease to apply in relation to that contract and the relevant deposit will be refunded to the customer. For the avoidance of doubt the deposit shall not be repayable where the booking is cancelled by the customer.


6.5 The Agent and the Principal shall discuss the fee that shall be charged to the customer prior to the Agent concluding any contract on behalf of the Principal.


6.6 Unless stated otherwise the agreed amount or balance payable to the Principal for any booking made will be paid directly to the Principal from the customer. It is the Principal’s responsibility to invoice the customer where necessary. If the Agent agrees to accept payment in full from a customer the Agent will require an invoice from the Principal before payment can be made.


6.7 The Principal agrees that its fee under any contract entered into by the Agent on behalf of the Principal is inclusive of all expenses, insurance, tolls, holiday entitlements and travelling costs.


6.8 The Principal shall be responsible for any and all taxes payable in respect of the fees associated with any of the contracts which the Agent makes on its behalf pursuant to the terms of this agreement.


6.9 The Principal acknowledges that the Agent shall not in any way be liable to the Principal in the event of a booking being suspended or cancelled due to any Force Majeure Event and that in such an event the Principal shall not be entitled to a fee.


7. ADVERTISING AND PROMOTION

7.1 The Agent shall be responsible for advertising and promoting the Principal’s vehicles through the Agent’s website www.starcarhire.co.uk.


7.2 The Principal shall provide the Agent with the documents and photographs referred to in clause 4.3 to enable the Agent to comply with its obligations under clause 7.1.


7.3 The Principal hereby acknowledges and accepts that its vehicles, whilst contained in the Agent’s records and databases, are not guaranteed to feature on the Agent’s website.


8. DURATION AND TERMINATION

8.1 This agreement shall come into effect on the Commencement Date and, shall continue in force indefinitely thereafter until terminated by either party giving prior written notice in accordance with clause 8.2 to expire on or after the expiry date of the initial term.


8.2 For the purposes of clause 8.1, the notice period shall be not less than two months.


8.3 This agreement may also be terminated by the Agent if the Principal is found to be in breach of clause 4.11.


9. EFFECTS OF TERMINATION

9.1 Termination of this agreement, however caused, shall be without prejudice to any rights or liabilities accrued at the date of termination.


9.2 On termination of this agreement for any reason:

(a) if and to the extent that the Commercial Agents (Council Directive) Regulations (Northern Ireland) 1993 (as from time to time amended) apply, and provided that the Agent gives notice of its intention as required thereunder, the Agent shall, unless any of the circumstances mentioned in Regulation 18 of those Regulations applies, have the right to be indemnified as provided in Regulation 17 of those Regulations. For the avoidance of doubt, the Agent shall have no right to any compensation under those Regulations on termination of this agreement;

(b) the Agent shall cease to provide the Services;

(c) the Agent shall immediately cease to describe itself as an agent of the Principal and cease to use all trade marks, trade names and brand names of the Principal (including without limitation on stationery and vehicles).


9.3 For the avoidance of doubt, the provisions of clause 5 shall, notwithstanding termination, continue in force in relation to the provision of the Services where the sale has been concluded before the date of termination.


9.4 Termination shall not affect the operation of clause 4.2 which shall remain in full force and effect.


9.5 Subject as herein provided and to any rights or obligations accrued prior to termination, neither party shall have any further obligation to the other under this agreement.


10. ENTIRE AGREEMENT
This agreement constitutes the entire understanding between the parties with respect to the subject matter of this agreement and supersedes all prior agreements, negotiations and discussions between the parties relating to it.


11. AMENDMENTS
Save as expressly provided in this agreement, no amendment or variation of this agreement shall be effective unless in writing and signed by a duly authorised representative of each of the parties to it.


12. ASSIGNMENT
The Agent shall not without the prior written consent of the Principal assign, transfer, charge or deal in any other manner with this agreement or its rights under it or part of it, or purport to do any of the same, nor sub-contract nor appoint sub-agents or delegates of any or all of its obligations under this agreement.


13. FREEDOM TO CONTRACT
The parties declare that they each have the right, power and authority and have taken all action necessary to execute and deliver, and to exercise their rights and perform their obligations under this agreement.


14. WAIVER
The failure of a party to exercise or enforce any right under this agreement shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter.


15. SEVERABILITY

15.1 If any part of this agreement becomes invalid, illegal or unenforceable, the parties shall in such an event negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the invalid, illegal or unenforceable provision which as nearly as possible gives effect to their intentions as expressed in this agreement. Failure to agree on such a provision within six months of commencement of those negotiations shall result in automatic termination of this agreement. The obligations of the parties under any invalid, illegal or unenforceable provision of the agreement shall be suspended during such a negotiation.


15.2 For the avoidance of doubt, the parties do not consider clauses 4.11 or 8.3 to be of fundamental importance to this agreement.


16. RIGHTS OF THIRD PARTIES

16.1 No term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.


17. NOTICES
Any notice required to be given pursuant to this agreement shall be in writing and shall be given by delivering the notice by hand at, or by sending the same by prepaid first class post (airmail if to an address outside the country of posting) to the address of the relevant party set out in this agreement, or such other address as either party notifies to the other from time to time. Any notice given according to the above procedure shall be deemed to have been given at the time of delivery (if delivered by hand) and when received (if sent by post).


18. GOVERNING LAW AND JURISDICTION
This agreement shall be governed by and construed in accordance with Northern Irish law and each party hereby irrevocably submits to the jurisdiction of the Courts of Northern Ireland.