NATIONAL AUTOMOBILE CLUB USER AGREEMENT
NAC FLEET SUPPORT FLEET RESCUE℠ TERM & CONDITIONS
REVISION: November 2018
COMMERCIAL DIVISION OF THE NATIONAL AUTOMOBILE CLUB FLEET RESCUE℠ (FLEET SUPPORT) ROAD SERVICE
TERM AND CONDITIONS
NAC is engaged in the business of roadside assistance programs and arranging for optional roadside assistance services within the NAC service area of the United States through service wholesalers, affiliate independent service units, and local independent Terms and Conditions under Terms and Condition with NAC (“Service Units”); and WHEREAS CLIENT owns and/or operates a fleet of vehicles which from time to time needs emergency road service; and WHEREAS, CLIENT desires NAC to provide emergency road services including towing and labor services (the "Services"). NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Services provided by NAC Emergency Road Services The specific NAC emergency road services covered by these Term and Conditions are described here: Fleet Support/Fleet Rescue is an NAC emergency road service program designed to assist a fleet administrator to manage disabled fleet vehicles in a fast and efficient manner and in accordance with the organization’s established fleet policy and procedures. "Fleet Support/Fleet Rescue ", or "Fleetmaster" or “Emergency Road Services” or “Services”, shall mean mechanical first aid, battery service, tire change, emergency fuel delivery, lockout and towing service. Mechanical first aid: If the vehicle is disabled due to mechanical failure, service will consist of minor mechanical adjustments that may be possible at the scene of disablement in order to place the vehicle in a safe, operable condition. Battery service: If battery failure occurs, a jump-start will be applied to start the vehicle to place it in an operable condition. Tire change: Service assistance will be provided to remove a flat or damaged tire and replace it with an inflated spare. If there is no inflated spare, the flat is on an inner rim tire, or there is more than one flat tire, the vehicle will be towed in accordance with the provisions under "Towing." Tire repair and installation, and removal of tire chains are at CLIENT’s expense. Trailers up to 21 feet, while in tow, are eligible for tire change only when an inflated spare is available. Fuel delivery: An emergency supply of fuel and water when readily obtainable will be delivered to a vehicle in immediate need. Supplies are to be paid for by CLIENT at prevailing retail prices. If emergency supplies are not readily available, the vehicle will be towed in accordance with the provisions under "Towing." NAC FLEET SUPPORT FLEET RESCUE [Type here] [Type here] Lockout service: Lockout service is rendered when the ignition key is locked inside the passenger compartment. Service is provided by the nearest Service Unit using conventional tools to open the passenger compartment door. If the service operator is unable to gain entry without material risk to the fleet vehicle, the vehicle may be towed to a locksmith in accordance with the provisions under "Towing". NAC does not Terms and Condition with locksmiths. Locksmith services are at CLIENT’s expense. Towing: If an eligible vehicle becomes disabled and cannot be started or put in a safe, operable condition, NAC will provide towing according to the instructions of CLIENT. Eligible vehicles: Eligible vehicles include all currently registered vehicles owned and operated by the Client. Vehicles not eligible for service: Any non-registered vehicle. Vehicles not intended for street use. However, service for these vehicles may be available under a separate NAC Special Services arrangement. Non-serviceable conditions: (i) The vehicle is partially or entirely submerged in water, sand, mud or snow and cannot be serviced with standard equipment. However, upon CLIENT approval, service for such vehicles may be made available as a Special Service and at additional expense. (ii) The vehicle is located where it would be illegal or dangerous to render service. (iii) The vehicle has been reported stolen or has been impounded and not released by the authorities. (iv) The tow would result in the breaking of an ordinance or law. (a) Servicing standards between NAC and the Service Units require that Service Units render Fleet Support/Fleet Rescue promptly, courteously, safely, and efficiently. In accordance with the standard procedures NAC has developed for its emergency roadside assistance programs, NAC shall monitor the performance of its Service Units as to the delivering of Fleet Support/Fleet Rescue service to CLIENT’s fleet vehicles and take such actions as NAC deems necessary, appropriate and practical to seek to confirm that the Service Units are conforming to the Terms and Conditions standards set forth above. (b) Arranging Service for disabled vehicles. NAC shall, in response to telephone requests from CLIENT authorized fleet administrators and/or at CLIENT’s option, individuals who in accordance with the procedures provided herein identify themselves as driving qualified vehicles of CLIENT’s fleet, arrange for the provision of Services in accordance with the terms and conditions set forth herein. (c) Provide Instructional Materials. NAC shall provide to CLIENT digital version of informational glove box brochure that can be printed, to assist CLIENT in the introduction of the Fleet Support/Fleet Rescue program, sustain the Program, and promulgate the proper use and procedures for requesting emergency road service under the Program.
2. Information to Fleet Vehicle Drivers (a) During the term of this Term and conditions, CLIENT shall be obligated to place in the glove compartment of each new and current fleet vehicle, informational brochures describing the Services, and how to use the Services of the Fleet Support/Fleet Rescue program. NAC FLEET SUPPORT FLEET RESCUE [Type here] [Type here] (b) CLIENT shall be responsible for ordering sufficient inventory of informational brochures, to enable CLIENT to complete the initial distribution of such brochures to all the vehicles in CLIENT’S fleet, refresh brochures over time, and to distribute brochures to new vehicles added to fleet.
3. Fleet Vehicle Insurance CLIENT shall be responsible for causing all fleet vehicles to be appropriately insured for collision and comprehensive coverage (including loss of contents), and for property damage and personal injury (including death) arising out of the ownership and operation of such fleet vehicles. CLIENT may elect to self-insure some or all of such required insurance coverage.
4. Telephone Access NAC shall be responsible for providing and maintaining within NAC’s Service Area, a toll-free telephone number whereby CLIENT or eligible drivers, can request Services 24 hours a day, 365 days a year.
5. Special Services Special Services are services not included in the Services, that are furnished to a vehicle upon the specific request of CLIENT, including without limitation, the cost of any CLIENT authorized repairs performed on a fleet vehicle by a Service Unit which are not otherwise expressly within the definition of Services. CLIENT acknowledges that authorization of any Special Service over the telephone constitutes the only practicable means of authorizing a Service Unit to commence Special Service. CLIENT further acknowledges that in light of its desire that any requested Special Service be promptly performed, it would be impracticable for the Service Unit to physically deliver to CLIENT, prior to commencement of any work, the written estimate and CLIENT's approval thereof, as otherwise possibly required by California Business and Professions Code Section 9884.9 and similar Codes in other states, inasmuch as authorized representatives of CLIENT are not likely to be near the scene of disablement of a fleet vehicle. Accordingly, CLIENT expressly waives the requirements imposed and protections provided by said Section 9884.9 of the California Business and Professions Code and similar Codes in other states, as to any Special Service and specifically authorizes and instructs both NAC and any Service Unit to rely exclusively upon any phone instruction from CLIENT as authorization for any Special Service.
6. Term The effective period of this Term and conditions commences at the time of access to Customer Portal upon payment of all fees and Credit Score checks, and effect until terminated by either party at any time upon at least thirty days prior written notice to the other, but all provisions hereof shall survive any such termination and shall remain in effect with respect to any actions taken, invoices submitted, claims accrued, or services rendered prior to the effective date of any such termination. NAC shall have the right, without terminating this Term and conditions, to suspend the providing of any services to CLIENT hereunder without notice, at any time CLIENT is delinquent in the payment of any amount invoiced by NAC or CLIENT is otherwise in breach of any of its obligations under this Term and conditions.
7. Compensation to NAC (a) NAC shall charge CLIENT for each service rendered to a CLIENT owned and/or operated vehicle, or vehicle for which CLIENT requests service, on an all-inclusive basis. (b) In order to continue to provide the highest standard of service in the industry, NAC reserves the right to adjust the rates charged and subsequently paid to Service Units. NAC FLEET SUPPORT FLEET RESCUE [Type here] [Type here] (c) In consideration of the performance by NAC of its obligations under this Term and conditions and the rendering of Services and Special Services by the Service Units pursuant to this Term and conditions, CLIENT shall pay NAC as follows: (i) NAC shall prepare and deliver to CLIENT, on a weekly basis, an itemized statement of the Services rendered pursuant to requests from individuals who appropriately identified themselves as CLIENT's representatives in accordance with the procedures agreed upon by NAC and CLIENT. The periodic statement shall include, but not be limited to the following information when available: driver’s name, CLIENT’s reference number (if requested), date of service, type of service rendered, vehicle description, plate number, and the fee(s) for such Service(s). (ii) CLIENT shall examine the itemized statement of Services rendered to the fleet vehicle by NAC, and within 10 days following receipt, request any additional information required to complete CLIENT’s accounting processing procedure. NAC shall provide any additional information that may be available within 10 days of the request for the additional information. Any failure by NAC to provide additional information shall not be cause for withholding or reducing payment for Services rendered so long as due diligence was observed by NAC in determining vehicle eligibility in accordance with the instructions from CLIENT. (iii) CLIENT shall pay NAC for Services rendered to fleet vehicles, by check, generally accepted credit cards, or by electronic transfer to an account specified by NAC, within 10 days following the date of invoice for Service rendered. (iv) CLIENT hereby acknowledges that late payment by CLIENT to NAC of any amount due hereunder will cause NAC to incur additional costs not contemplated by this Term and conditions, the exact amount of which would be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges and financing or other costs that may be suffered by or imposed on NAC by the terms of any term and conditions entered into with participating Service Units. Accordingly, if any sum due from CLIENT shall not be received by NAC by the thirtieth day after the date of NAC's invoice, CLIENT shall be additionally obligated to pay to NAC a late charge equal to one- and one-half percent (1.5%) per month of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs NAC will incur by reason of any late payment by CLIENT. Acceptance of such late charge by NAC shall in no event constitute a waiver of any default with respect to such overdue amount, nor prevent NAC from exercising any other rights or remedies available to it.
8. NAC not liable for Independent Service Units. (a) The parties acknowledge that each Service Unit is an independent Contract (not employees or agents of NAC) and that NAC has neither the contractual right nor the practical ability to exercise any control as to the means, manner or method employed by any Service Unit in furnishing any Services hereunder. NAC is not responsible for the acts or omissions of these Terms and Conditions. NAC will, upon request, attempt to resolve any issues that may arise as a result of the rendering of Fleet Support/Fleet Rescue service by Service Units. (b) NAC shall require in its Terms and Conditions with Service Units that each Service Unit: (i) maintain Garage Liability Insurance and Vehicle Liability Insurance covering potential liability of the Service Unit for any services performed by such Service Unit in a minimum single limit coverage amount (for personal injury, including death, and property damage) of One Million Dollars ($1,000,000); (ii) maintain Garage Keepers’ NAC FLEET SUPPORT FLEET RESCUE [Type here] [Type here] Legal Liability Insurance covering comprehensive and collision damage in an amount equal to the actual cash value of the vehicles in the care, custody and control of the Service Unit; and (iii) provide NAC with current certificates of insurance evidencing the continuing existence of such insurance coverage. (c) CLIENT acknowledges that NAC does not assume and shall not have any liability for the actions or inactions of any Service Unit or their employees and CLIENT expressly waives any claims or causes of action it might otherwise have against NAC with respect to any action or omission of any Service Unit or their employees. In the event of any claim or cause of action being brought by or against CLIENT, which is or would have been insured against by a policy of insurance as described hereinabove, CLIENT waives any such claim against NAC and agrees to defend and indemnify NAC against such claim or cause of action to the same extent as if NAC was an additional named insured with respect to such insurance coverage. CLIENT further represents to NAC that the waiver of liability set forth herein shall be binding upon any insurance carriers, lenders, or other parties having any interest in the fleet vehicles, to the extent allowed by law. (d) NAC assumes no financial responsibility for any amount CLIENT may incur in consequential damages or to third parties for any Services in the event of any delay in availability or unavailability of any Service Unit to render the requested or needed Services.
9. Servicing Unattended Vehicles As an inducement to Service Units to tow fleet vehicles when unaccompanied by a representative of CLIENT, CLIENT agrees that any claim against a Service Unit for any damage alleged to have occurred to the fleet vehicle while under tow to a directed destination when so unaccompanied shall, upon the demand of the Service Unit, be submitted to binding arbitration under the jurisdiction of and in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association. It is further agreed that in the event of any alleged damage occurring to the fleet vehicle while under tow, the burden shall be upon CLIENT to demonstrate by clear and convincing evidence that the alleged damage to the fleet vehicle was proximately caused by the Service Unit's negligent towing of the fleet vehicle, and not from any other cause (such as the damage having occurred after delivery of the fleet vehicle to the directed destination). Any arbitration shall be held in the county where the Service Unit has its principal place of business and judgment upon the decision rendered in such arbitration may be entered in any court having jurisdiction thereof.
10. Dispute Resolution Expenses In the event of any controversy, claim or dispute relating to this Term and conditions or the breach of any provision hereof, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expenses and costs incurred with respect thereto. The term "prevailing party" shall include, without limitation, any party who initiates an action to obtain any remedy for another party's alleged breach, which action is dismissed upon the other party's payment of the sum allegedly due or performance of the covenant allegedly breached or wherein the initiating party obtains substantially the relief sought by it in that action.
11. Notices All notices, demands or requests provided for or permitted to be given pursuant to this Term and conditions shall be in writing and shall be deemed to have been given when delivered personally (including reputable messenger or air courier services) to the address provided or forty-eight (48) hours after deposit of same in the United States mail, postage prepaid and registered or certified, return receipt requested, or by email to the applicable address or email ID set forth below, or to such other address or email ID as either party may hereafter notify the other party in the manner provided herein. CLIENT: NAC FLEET SUPPORT FLEET RESCUE [Type here] [Type here] Attn:__________________________________________ Address: _______________________________________ PHONE:____________________FAX:________________ E-Mail: _______________________________ NAC: National Automobile Club Attn: FLEET SUPPORT DEPARTMENT 373 Vintage Park Drive, Suite E Foster City, CA 94404 FAX: 650-294-7040 E-Mail: Business Phone: 650-294-7000 The addresses and addressees for the purposes of this Section (as well as the phone number for telephonic notifications to CLIENT set forth on the execution page hereof) may be changed by giving written notice of such change in the manner provided herein for giving notice. Unless and until such written notice is received, the last address and addressee as stated by written notice, or as provided herein if no written notice of change has been sent or received, shall be deemed to continue in effect for all purposes hereunder.
12. Approvals and Consents All approvals or consents required to be obtained under this Term and conditions shall be in writing and signed by an authorized individual of the party granting approval or consent.
13. Force Majeure Neither party hereto shall be responsible for, nor shall this Term and conditions be subject to, termination as a result of delays or omissions beyond the reasonable control of the parties including, without limitation, labor disturbances, police actions, riots, traffic delays, fires, earthquakes, floods, and storms.
14. Governing Law This Term and conditions shall be governed in all respects by and construed in accordance with the laws of the State of California.
15. Severability If any provision of this Term and conditions is deemed invalid or unenforceable, this Term and conditions shall be construed as though such provision does not appear herein and shall be otherwise fully enforceable.
16. Survival The rights and obligations of the parties under this Term and conditions shall survive termination or expiration of the Term of this Term and conditions as to any Services rendered, compensation earned or Breaches that occurred during the Term of this Term and conditions.
17. Entire Term and conditions This Term and conditions that are, or may be, attached hereto and incorporated herein contain the entire term and conditions of the parties and shall not be changed, altered, modified, or affected in any manner except in writing signed by both parties. This Term and conditions supersede any and all previous term and conditions, whether oral or written, between the parties respecting the subject matter of this Term and conditions.