Affiliate Terms and Conditions

DATA PROCESSING AGREEMENT [DPA18]

BACKGROUND

(A) This Agreement is to ensure there is in place proper arrangements relating to personal data passed from TyresMate Ltd (“TyresMate”) to the Processor.
(B) This Agreement is compliant with the requirements of Article 28 of the General Data Protection Regulation.
(C) The parties wish to record their commitments under this Agreement.

IT IS AGREED AS FOLLOWS:

DEFINITIONS AND INTERPRETATION
In this Agreement:
“Data Protection Laws” means the Data Protection Act 1998, together with successor legislation incorporating GDPR;
“Data” means personal data passed under this Agreement, being in particular owner and vehicle details;
“GDPR” means the General Data Protection Regulation;
“Services” means rescue, recovery or repair of vehicles.
DATA PROCESSING
Rescuemate is the data controller for the Data and the Processor is the data processor for the Data. The Data Processor agrees to process the Data only in accordance with Data Protection Laws and in particular on the following conditions:
1. the Processor shall only process the Data (i) on the written instructions from TyresMate (ii) only process the Data for completing the Services and (iii) only process the Data in the UK with no transfer of the Data outside of the UK (Article 28, para 3(a) GDPR);
2. ensure that all employees and other representatives accessing the Data are (i) aware of the terms of this Agreement and (ii) have received comprehensive training on Data Protection Laws and related good practice, and (iii) are bound by a commitment of confidentiality (Article 28, para 3(b) GDPR);
3. TyresMate and the Processor have agreed to implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, complying with Article 32 of GDPR.
4. the Processor shall not involve any third party in the processing of the Data without the consent of TyresMate. Such consent may be withheld without reason. If consent is given a further processing agreement will be required (Article 28, para 3(d) GDPR);

TyresMate Suite 2 Aus Bore House 19-25, Manchester Road, Wilmslow, Cheshire, England, SK9 1BQ T 0333 210 0830 E recovery@rescuemate.co.uk

taking into account the nature of the processing, assist TyresMate by appropriate technical and organisational measures, in so far as this is possible, for the fulfilment of TyresMate’ obligation to respond to requests from individuals exercising their rights laid down in Chapter III of GDPR – rights to erasure, rectification, access, restriction, portability, object and right not to be subject to automated decision making etc (Article 28, para 3(e) GDPR);
assist TyresMate in ensuring compliance with the obligations pursuant to Articles 32 to 36 of GDPR – security, notification of data breaches, communication of data breaches to individuals, data protection impact assessments and when necessary consultation with the ICO etc, taking into account the nature of processing and the information available to the Processor (Article 28, para 3(f) GDPR);
at TyresMate’ choice safely delete or return the Data at any time. [It has been agreed that the Processor will in any event securely delete the Data at the end of the Services]. Where the Processor is to delete the Data, deletion shall include destruction of all existing copies unless otherwise a legal requirement to retain the Data. Where there is a legal requirement the Processor will prior to entering into this Agreement confirm such an obligation in writing to TyresMate. Upon request by TyresMate the Processor shall provide certification of destruction of all Data (Article 28, para 3(g) GDPR);
make immediately available to TyresMate all information necessary to demonstrate compliance with the obligations laid down under this Agreement and allow for and contribute to any audits, inspections or other verification exercises required by TyresMate from time to time (Article 28, para 3(h) GDPR);
maintain the integrity of the Data, without alteration, ensuring that the Data can be separated from any other information created; and
immediately contact TyresMate if there is any personal data breach or incident where the Data may have been compromised.

Termination
TyresMate may immediately terminate this Agreement on written notice to the Processor. The Processor may not terminate this Agreement without the written consent of TyresMate.
General
1. This Agreement may only be varied with the written consent of both parties.
2. This Agreement represents the entire understanding of the parties relating to necessary legal protections arising out of their data controller/processor relationship under Data Protection Laws.

This Agreement is subject to English law and the exclusive jurisdiction of the English Courts.

TERMS AND CONDITIONS [TC18]

1. YOUR CONTRACT WITH TyresMate

These terms and conditions relate to the contract between the Service Partner (“you”) and TyresMate Recovery Group Limited (“TyresMate”) for work carried out that has been subcontracted to you by TyresMate. It is important that you read and understand these terms and conditions before you sign the contract agreement on the Service Partner Information Form.

2. PERIOD OF CONTRACT

The contract between you and Rescuemate lasts for an unlimited period of time from the date on which the agreement was signed, until thirty days after we receive a letter from you requesting that you no longer wish to be a Service Partner for TyresMate.

3. ARRIVAL TIME

3.1 You should have a target arrival time of forty five minutes from receiving the job to attending any incident subcontracted to you by TyresMate.

3.2 You must attend ninety nine percent of incidents within sixty minutes of receiving the job from TyresMate.

4. BREAKDOWN AND RECOVERY RATES
4.1 The charges for all incidents that involve roadside repairs, breakdown recovery, workshop repairs and most “Between the Kerbs” accident recovery must be charged using the prices agreed on the Service Partner Rate Card (“SPRC18”).
4.2 All jobs are chargeable from your nearest depot address unless authorised otherwise by TyresMate on a job by job basis.

5. CHARGES THAT REQUIRE AUTHORISATION

5.1 For any work which requires authorisation from TyresMate Control, you must receive authorisation before the work takes place and photographic evidence must be taken of the work carried out.

5.2 Digital photographs taken of jobs must be received by TyresMate by the end of the following working day. Failure to do so may result in the invoice being returned unpaid.

6. CHARGES NOT OUTLINED BY THE SPRC18

For any specialist work that you have to carry out where the price is not stipulated on the SPRC18 then authorisation must be given by TyresMate Control. Any specialist work that has not been authorised by TyresMate Control will be unpaid.

7. WORK PROCEDURES

7.1 The mileage of the casualty vehicle in any circumstance must be obtain by you and provided to TyresMate otherwise we may have no choice but to return any invoice unpaid.

TyresMate Ltd Suite 2 Aus Bore House 19-25, Manchester Road, Wilmslow, Cheshire, England, SK9 1BQ T 0333 210 0830 E

7.2 Under no circumstances must you allow our customers to assist you in the recovery or repair of the casualty vehicle.

8. INVOICING

8.1 Under no circumstances should you discuss any charges for work carried out on a casualty vehicle with our customers, third parties or anyone other than TyresMate.

8.2 All charges for work subcontracted to you by TyresMate must be charged by you to TyresMate only.

8.3 Payments presented by anyone other than TyresMate for work that has been subcontracted to you by TyresMate must not be accepted under any circumstances.

8.4 Payment for work subcontracted to you by TyresMate that has been received from anyone other than TyresMate due to an oversight must be paid in full back to TyresMate.

8.5 All charges must be fair and reasonable and we reserve the right to refuse payment where we feel that the charges, mileage, hours or any other factors are unreasonable.

8.6 Invoices for work subcontracted to you by TyresMate should ideally be received by TyresMate within seven days of the work being completed and therefore such invoices will be paid on a forty-five day net monthly basis, providing all other terms and conditions are adhered to. For the avoidance of doubt invoices will fall due for payment 45 days after the end of the month of supply.

8.7 Invoices received for work subcontracted to you by TyresMate after fourteen days of the work being completed may fall into a subsequent payment run.

8.8 Invoices received for work subcontracted to you by Rescuemate after thirty days of the work being completed will mean that we are not liable for charges relating to the incident.

8.9 When a verbal quotation has been made you must not levy any extra charges on the invoice (other than those quoted). In this case we would only pay the quoted prices and will return the invoice unpaid.

8.10 Invoices must be submitted electronically in PDF format to For a limited period only and at TyresMate discretion, invoices may be submitted in an alternative format.

8.11 Payments will be made by TyresMate under clause 8.6 above following the receipt of the service partner’s statement detailing invoices outstanding and aged accordingly. Failure to supply a detailed statement may result in payments being delayed.

9. WORKSHOP REPAIRS

9.1 Storage charges are not chargeable when repairs are being undertaken by you.

9.2 All replacement parts must be kept by you for a minimum of thirty days for inspection.

9.3 All repairs carried out by you must have a three month warranty unless the repair has been deemed ‘temporary’ and witnessed by the customer or customers’ representative.

10. SUBCONTRACTING

Subcontracting work that has been subcontracted to you by TyresMate to another party is expressly forbidden. If you are unable to attend the incident please inform TyresMate immediately and we will reallocate the incident.

TyresMate Technology Ltd Suite 2 Aus Bore House 19-25, Manchester Road, Wilmslow, Cheshire, England, SK9 1BQ
7BS T 0333 210 0830 E recovery@rescuemate.co.uk W www.rescuemate.co.uk

11. COMPLAINTS

In the event of a complaint being raised by TyresMate or our customer a written response either by email or letter along with any documentation relevant to the incident must be given to TyresMate by you within seven days.

12. DAMAGE

12.1 You shall indemnify and keep indemnified and hold harmless TyresMate from and against all direct and indirect loss, damage, costs, claims, expenses and any and all other liabilities including third party claims, loss of profit, loss of sales, loss of goodwill, loss of business, loss of reputation, pure economic loss and extra operating expenses incurred by, suffered by or threatened against TyresMate or a third party arising as a result of the your breach of this Agreement or any negligent act or omission in providing the Services or howsoever otherwise arising out of or in relation to this Agreement and provision of the Services.

12.2 Where you or TyresMate receives a claim from a Customer concerning alleged damage to a Customer’s Vehicle or personal injury to the Customer or a passenger in the Customer’s Vehicle, then full details must be forwarded to TyresMate immediately. Where such a claim is received then TyresMate shall request any relevant information from you and carry out an assessment of liability. You shall provide any requested information to TyresMate as soon as possible and usually within one working day of receiving such a request.

12.3 Where TyresMate reasonably believes that you are either partially or wholly liable for the claim, TyresMate shall seek to mediate the claim between you and the claimant. TyresMate will attempt to mitigate the claim, where possible. In such cases you shall indemnify and keep indemnified TyresMate against any and all costs, claims, losses, liabilities, expenses or damages including (but is not limited to) any costs TyresMate may have suffered or incurred in the investigation or in defence and settlement of the claim which may include (but not limited to) engineer’s fees and legal costs.

13. SEVERABILITY
In the event that any terms of this agreement is held by a court of competent jurisdiction to be unenforceable or unlawful for any reason, such terms will be held to that extent only to be removed from this agreement and the remainder of this agreement shall remain in full force and effect.

14. NON- SOLICITATION AGREEMENT

You agree that you will not alone or in association with others solicit, or encourage any organization directly or indirectly to solicit, any employee of TyresMate or any of its subsidiaries to leave the employ of TyresMate. Furthermore, for a period of one year following the termination of this agreement you agree not to solicit business from or perform services for or induce or attempt to induce, any customer, supplier, licensee or business relation of TyresMate or any of its subsidiaries to cease doing business with TyresMate or any of its subsidiaries, or in any way interfere with the relationship between any customer, supplier, licensee or business relation of TyresMate or any of its subsidiaries.

15. SOCIAL MEDIA POLICY

Social media allows for the creation and exchange of user generated content. In relation to these matters TyresMate apply a restrictive Covenant, under no circumstances unless express permission is granted in writing are you to post any photographs, create or exchange any user generated content relating to TyresMate or its customers or comment or mention TyresMate in any way in relation to any business between our companies on social media.

TyresMate Technology Ltd Suite 2 Aus Bore House 19-25, Manchester Road, Wilmslow, Cheshire, England, SK9 1BQ T 0333 210 0830

16. TWO-WAY TRADE & RECIPROCAL RIGHTS OF OFF-SET (“SETTING OFF OR CONTRA SETTLEMENTS”)

In circumstances where the service partner and Rescuemate have reciprocal trade and therefore indebtedness to each other, both parties shall agree to off-set trade balances between them. This is referred to as “setting off” or a “contra settlement”.

Balances due should only be off-set with prior written agreement (email is sufficient) between the parties and be for corresponding time periods. For example, invoices or groups of invoices owing to or owed by the parties must have fallen due for payment under clause 8.6 above and be off-set for identical months of supply or pre-ceding months of supply.

17. JURISDICTION

This agreement is governed by and construed in accordance with the laws of the country in which the contract was agreed. Any dispute arising out of the terms of the agreement will be determined exclusively by the courts in that country.

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