CLAUSE 1 — PLATFORM NATURE, LIMITATION OF LIABILITY, AND CLIENT INDEMNITY
1.1 Nature of the Platform
DX Digital Design Limited ("the Company") is a technology services provider. The DXDD Recovery platform ("the Platform") constitutes software-as-a-service infrastructure providing digital routing, dispatch coordination, and payment processing facilitation exclusively. The Company is not, and shall not at any time be construed as, a motor carrier, haulage operator, freight broker, recovery operator, transport undertaking, or employer, agent, or principal of any tow truck operator, recovery driver, or roadside assistance technician. Nothing in this Agreement, and no act or omission of the Company in the performance of this Agreement, shall create or imply any such relationship.
1.2 Client's Operational Responsibility
The Client acknowledges and agrees that it is the sole operator of its towing and vehicle recovery business and is solely responsible for: (a) the conduct, competence, licensing, and insurance of all drivers and recovery operatives deployed through or in connection with the Platform; (b) the safety, roadworthiness, and regulatory compliance of all vehicles used in connection with the Platform; (c) all services provided to end-users, including the quality, timeliness, and outcome of any recovery or roadside assistance job; and (d) all applicable regulatory compliance, including without limitation obligations under the Road Traffic Act 1988, the Health and Safety at Work etc. Act 1974, and any applicable operator licensing requirements.
1.3 Exclusion of Liability
To the fullest extent permitted by applicable law, the Company hereby excludes all liability to the Client, and to any third party, for:
- (a) any damage to, or loss of, any vehicle, property, or cargo arising from or in connection with a recovery job facilitated through the Platform;
- (b) any personal injury, death, or physical harm arising from or in connection with the provision of roadside or recovery services by the Client or its operatives;
- (c) any delayed, missed, or inaccurate ETA displayed through the Platform, including where such delay results from GPS inaccuracy, network failure, or adverse conditions;
- (d) any traffic accident, road traffic incident, or collision involving the Client's drivers or vehicles, whether or not the driver was en route to a job dispatched through the Platform;
- (e) any dispute, claim, or liability arising between the Client and any end-user of the towing or recovery service; and
- (f) any indirect, consequential, special, or punitive loss, including but not limited to loss of revenue, loss of profit, loss of business, loss of goodwill, or loss of data, arising under or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise.
1.4 Aggregate Liability Cap
Without prejudice to Clause 1.3, the Company's total aggregate liability to the Client under or in connection with this Agreement, howsoever arising, shall not in any circumstances exceed the total Monthly Recurring Revenue ("MRR") fees paid by the Client to the Company in the three (3) calendar months immediately preceding the event giving rise to the claim.
1.5 Client Indemnity
The Client shall fully and effectively indemnify, defend, and hold harmless the Company, its directors, officers, employees, contractors, and agents (together, the "Indemnified Parties") from and against any and all claims, actions, proceedings, losses, damages, costs, expenses (including reasonable legal fees on a solicitor-and-client basis), fines, penalties, and liabilities of any nature brought against or suffered by any Indemnified Party arising out of or in connection with: (a) the Client's operation of its towing or recovery business; (b) any act, omission, negligence, or misconduct of any driver, operative, or subcontractor deployed by the Client; (c) the Client's breach of any applicable law or regulation; or (d) any claim by an end-user arising from the services provided by the Client. This indemnity shall survive the termination or expiry of this Agreement.
1.6 Savings
Nothing in this Clause 1 shall exclude or limit the Company's liability for death or personal injury caused by the Company's own negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited under English law, including liability under the Consumer Rights Act 2015 where applicable.
CLAUSE 2 — GEOGRAPHIC TERRITORY, EXCLUSIVITY, AND POSTCODE RIGHTS
2.1 Grant of Territorial Licence
Subject to the Client's continued compliance with the terms of this Agreement, including the Minimum Operational Volume requirements set out in Clause 3, the Company grants to the Client a limited, revocable, non-exclusive by default, non-transferable software licence to access and use the Platform within the geographic territory defined by the Ordnance Survey postcode boundaries specified in Schedule 1 to this Agreement ("the Assigned Territory").
2.2 Upgrade to Exclusive Territory Rights
Where the Company, in its sole discretion, has confirmed in writing (including by way of a signed Schedule or Order Form) that the Client has been granted Exclusive Territory Rights in respect of the Assigned Territory ("Exclusivity"), the Company agrees that, for so long as such Exclusivity remains in force pursuant to this Clause 2, it will not knowingly onboard a directly competing towing fleet operator holding an active contract under the same tier of the Platform within the identical Ordnance Survey postcode boundaries comprising the Assigned Territory.
2.3 Nature of Exclusivity
The Client acknowledges that Exclusivity, where granted, constitutes a contractual right only and does not confer any proprietary interest, intellectual property right, or any other interest in the Assigned Territory or any postcode data. Exclusivity is granted solely in respect of the Client's use of the Platform and confers no right to prevent the Company from operating the Platform for any other purpose within the Assigned Territory, including providing services to non-competing operators or industries.
2.4 Non-Transferability of Territory Rights
The Assigned Territory and any Exclusivity rights granted thereunder are personal to the Client and are strictly non-transferable. The Client shall not, whether by agreement or by operation of law: (a) assign, sublicense, sublease, share, or otherwise transfer its territorial rights or any benefit of this Agreement to any third party; (b) permit any third party to operate or benefit from the Platform under the Client's account or territory allocation; or (c) purport to transfer territorial rights as part of a sale, merger, or acquisition of the Client's business or any part thereof.
2.5 Change of Control and Business Cessation
In the event that: (a) the Client undergoes a Change of Control (meaning any transaction or series of transactions resulting in a change of more than 50% of the voting rights or ownership of the Client); (b) the Client ceases to trade or enters into insolvency proceedings, including administration, liquidation, or a company voluntary arrangement; or (c) the Client's business is sold, transferred, or assigned to a third party in whole or in part — then the territorial licence, and any Exclusivity rights granted under this Clause 2, shall immediately and automatically terminate and revert to the Company without requirement for notice, without liability, and without any obligation to refund pre-paid fees. The Client shall, upon the occurrence of any such event, immediately notify the Company in writing and shall procure that access to the Platform is ceased forthwith.
2.6 Revision of Territory Boundaries
The Company reserves the right, on no less than 30 days' written notice, to reasonably adjust Assigned Territory boundaries where necessitated by significant changes to Ordnance Survey postcode boundary data, provided that any such adjustment does not materially diminish the operational coverage of the Assigned Territory as originally agreed.
CLAUSE 3 — MINIMUM OPERATIONAL VOLUME AND EXCLUSIVITY MAINTENANCE
3.1 Minimum Volume Commitment
As a condition of maintaining Exclusive Territory Rights under Clause 2.2, the Client agrees to process, through the Platform on a completed and settled basis, a minimum operational volume ("Minimum Volume") during each calendar month of the Agreement term. The Minimum Volume shall be as specified in Schedule 2 to this Agreement and shall be expressed as either: (a) a minimum number of completed roadside recovery and towing jobs dispatched and settled through the Platform; or (b) a minimum gross transaction value of completed jobs processed through the Platform's integrated payment infrastructure — whichever metric is specified in Schedule 2.
3.2 Measurement and Reporting
The Company shall make available to the Client, via the Platform dashboard, a real-time record of completed job volume and transaction value for the current billing cycle. The figures recorded in the Company's system of record shall be the authoritative measure for the purposes of this Clause 3 and shall prevail in the event of any dispute, absent manifest error.
3.3 Consequence of Failure to Meet Minimum Volume
If the Client fails to meet the Minimum Volume for any single billing cycle, the Company shall issue a written notice to the Client ("Performance Warning Notice") identifying the shortfall. If the Client fails to meet the Minimum Volume for two (2) consecutive billing cycles following the issue of a Performance Warning Notice, the Company shall, at its sole election and upon written notice to the Client, be entitled to exercise one or both of the following remedies:
- (a) Exclusivity Suspension — The Company may immediately suspend the Client's Exclusive Territory Rights, releasing the Assigned Territory for licensing to one or more competing operators, without any obligation to compensate the Client for the loss of such Exclusivity; and/or
- (b) Agreement Termination — The Company may terminate this Agreement entirely in accordance with the provisions of Clause 4 or Clause 5, as applicable.
3.4 No Entitlement to Exclusivity Refund
The Client acknowledges that any premium paid in respect of Exclusive Territory Rights ("Exclusivity Premium"), where applicable, is non-refundable upon suspension or loss of Exclusivity under this Clause 3, as such premium is consideration for the period during which Exclusivity was granted, not a guarantee of its continuation.
3.5 Reinstatement
Following an Exclusivity Suspension under Clause 3.3(a), the Company may, entirely at its discretion, offer the Client an opportunity to reinstate Exclusivity upon such revised commercial terms as the Company considers appropriate. The Company is under no obligation to offer reinstatement, and the prior Assigned Territory may by that time have been allocated to a third party.
CLAUSE 4 — TERMINATION FOR CAUSE: PAYMENT DEFAULT AND STRIPE ACCOUNT EVENTS
4.1 Payment Obligations
The Client shall pay the Monthly Recurring Revenue subscription fee ("MRR Fee") as specified in the Order Form or Schedule 3 to this Agreement, by the due date in each billing cycle. All fees are payable by the payment method authorised by the Client and are exclusive of VAT, which shall be charged at the prevailing rate where applicable.
4.2 Stripe Account Requirements
The Client shall, throughout the term of this Agreement: (a) maintain a valid, active, and fully verified connected Stripe account in good standing ("Connected Stripe Account"), integrated with the Platform in accordance with the Company's technical onboarding requirements; (b) comply at all times with Stripe's Connected Account Agreement and all applicable Stripe policies; and (c) promptly notify the Company in writing within 24 hours if the Client becomes aware of any investigation, restriction, freeze, suspension, or adverse action taken by Stripe in respect of the Connected Stripe Account.
4.3 Events of Default
Each of the following shall constitute an Event of Default for the purposes of this Clause 4:
- (a) the Client's failure to pay the MRR Fee within 7 days of its due date;
- (b) the suspension, freezing, restriction, or termination of the Client's Connected Stripe Account by Stripe for any reason, including but not limited to elevated chargeback ratios, suspected fraudulent activity, KYC/AML compliance failure, or policy violations;
- (c) the Client's chargeback ratio on transactions processed through the Platform exceeding the threshold set by Stripe's standard merchant monitoring programme at any point during the Agreement term;
- (d) the Client's failure to maintain a valid, linked payment method capable of settling the MRR Fee; or
- (e) any material misrepresentation made by the Client in its onboarding documentation, Stripe application, or any Schedule to this Agreement.
4.4 Immediate Suspension
Upon the occurrence of any Event of Default, the Company reserves the right to immediately suspend the Client's access to the Platform, including all dispatch, routing, and payment processing functionality, without prior notice and without liability. The Company shall notify the Client of such suspension in writing as soon as reasonably practicable following the suspension being enacted.
4.5 Cure Period
Following suspension under Clause 4.4, the Client shall have a period of seven (7) calendar days from the date of the Company's written suspension notice ("the Cure Period") to remedy the Event of Default in full, including by: (a) settling all outstanding MRR Fees in full; (b) providing written confirmation from Stripe that the Connected Stripe Account has been reinstated and is in good standing; or (c) taking such other remedial action as the Company may reasonably require.
4.6 Termination Following Failed Cure
If the Client fails to remedy the Event of Default in full within the Cure Period, the Company may, by written notice to the Client with immediate effect, terminate this Agreement in its entirety. Upon termination under this Clause 4.6: (a) all software access shall be permanently revoked; (b) the Assigned Territory and any Exclusivity rights shall revert to the Company immediately; (c) all outstanding MRR Fees and any other sums due under this Agreement shall become immediately due and payable; and (d) the Company shall be entitled to exercise all remedies available to it at law or in equity.
4.7 Accrued Rights
Termination of this Agreement shall not affect any rights, remedies, obligations, or liabilities of either party that have accrued up to the date of termination.
CLAUSE 5 — TERMINATION FOR CONVENIENCE
5.1 Right to Terminate for Convenience
Either party may terminate this Agreement for any reason or for no reason upon providing not less than [30 / 60] days' written notice to the other party ("Termination Notice Period"). The applicable Termination Notice Period shall be as specified in the Order Form or Schedule 3 to this Agreement.
5.2 Effect of Notice
During the Termination Notice Period, both parties shall continue to perform their respective obligations under this Agreement in full, including the Client's obligation to pay all MRR Fees falling due during that period. The Company shall continue to provide Platform access for the duration of the Termination Notice Period, subject to the Client's continued compliance with this Agreement.
5.3 Cessation of Access
With immediate effect upon the expiry of the Termination Notice Period: (a) the Client's access to the Platform, including all dispatch, routing, payment processing, and data dashboard functionality, shall be permanently disabled; (b) the Assigned Territory and all Exclusive Territory Rights shall immediately and automatically revert to the Company, free of any encumbrance, and the Company shall be at liberty to licence the Assigned Territory to any third party without restriction or obligation to the Client; and (c) any API credentials, integration tokens, or access keys issued to the Client shall be revoked.
5.4 Data Retrieval
Following termination under this Clause 5, the Client shall have a period of [14 / 30] days from the date of termination ("Data Retention Window") to request an export of its operational data held within the Platform, subject to the Company's data retention obligations under UK GDPR and applicable data protection legislation. Following the expiry of the Data Retention Window, the Company shall have no obligation to retain or provide access to the Client's data, save as required by law.
5.5 No Liability for Convenience Termination
Neither party shall have any liability to the other as a result of a termination for convenience under this Clause 5, provided that: (a) any pre-paid MRR Fees covering a period beyond the termination date shall be refunded to the Client on a pro-rata basis within 30 days of the termination date; and (b) all accrued payment obligations of the Client up to and including the termination date remain due and payable in full.
5.6 Survival
The following provisions shall survive termination or expiry of this Agreement for any reason: Clause 1 (Limitation of Liability and Indemnity); the Client's payment obligations accrued prior to termination; any confidentiality obligations; and any other provision that by its nature is intended to survive termination.