B2B CLIENT MASTER SERVICE AGREEMENT

This Master Service Agreement ("Agreement") governs the access to and use of the DXDD Recovery platform. This Agreement is entered into by and between:

DX Digital Design, a company registered in England and Wales (Company No. [YOUR COMPANY NUMBER]), trading as DXDD Recovery, whose registered office is at [YOUR REGISTERED ADDRESS] ("the Company"); and

The individual or legal entity executing an Order Form that incorporates this Agreement by reference ("the Fleet" or "the Client").

Each a "Party" and together "the Parties."

Effective Date: This Agreement becomes legally binding and effective on the date the Client executes the corresponding Order Form, electronically accepts these terms within the DXDD Recovery portal, or otherwise begins using the Platform (the "Effective Date").

SECTION 1 — DEFINITIONS

In this Agreement, the following terms shall have the meanings ascribed to them below. Unless the context requires otherwise, references to the singular include the plural and vice versa.

SECTION 2 — NATURE OF THE PLATFORM, SOFTWARE-ONLY LIABILITY SHIELD, AND ENTITY SEPARATION

2.1 Technology Provider Only

The Company is a technology services provider exclusively. The Platform constitutes software infrastructure for dispatch coordination, GPS-based routing, driver tracking, payment facilitation, and — where the Towpal Integration is active — the transmission of Towpal Leads into the Client's dispatch workflow. The Company does not provide, and shall not at any time be deemed to provide, Recovery Services of any kind. For the avoidance of all doubt:

• (a) the Company is not a motor carrier, haulage operator, freight broker, recovery operator, or transport undertaking as defined under any applicable UK legislation;
• (b) the Company is not the employer, principal, agent, partner, joint venturer, or franchisor of the Client, its drivers, or any operative deployed in connection with the Platform; and
• (c) Recovery Services are provided solely by the Client acting as an independent business operator. The Company exercises no direction, supervision, or control over the manner in which the Client provides Recovery Services, including in respect of any job originating from a Towpal Lead.

2.2 Separation of Entities — Towpal Ltd and the Company

The Client expressly acknowledges and agrees that:

• (a) Towpal Ltd is a legally distinct and separate commercial entity from the Company. The Company's sole role in respect of the Towpal Marketplace is to build, maintain, and operate the Towpal Integration — the API software bridge that transmits Towpal Leads into the Platform. The Company does not own, operate, manage, govern, or exercise any editorial, commercial, or operational control over the Towpal Marketplace, its consumer-facing terms of service, its pricing algorithm, its consumer data practices, or its contractual relationships with End-Users;
• (b) the transmission of Towpal Leads to the Client via the Towpal Integration is a software routing function only. The existence of the Towpal Integration does not create any agency, partnership, joint venture, or other relationship between the Company and Towpal Ltd that would cause the acts, omissions, or liabilities of one entity to be attributed to the other; and
• (c) any liability arising from the operation of the Towpal Marketplace — including in respect of consumer-facing pricing decisions, marketplace availability, consumer data protection obligations arising from Towpal Ltd's own operations, End-User disputes, or the volume of leads generated — rests exclusively with Towpal Ltd as the marketplace operator and, where applicable, with the Client in its capacity as Merchant of Record under Clause 7.5.

2.3 Exclusion of Company Liability — Extended to Towpal Integration

To the fullest extent permitted by applicable law, the Company hereby expressly excludes all liability — whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise — to the Client or any third party for:

• (a) damage to, or total loss of, any vehicle, property, or cargo arising from or in connection with a Recovery Service, including any job originating from a Towpal Lead;
• (b) personal injury, death, or physical harm of any person arising from the provision of Recovery Services by the Client, regardless of whether the job originated natively through the Platform or via the Towpal Integration;
• (c) any traffic incident, road traffic accident, or collision involving the Client's drivers or vehicles, whether dispatched through the Platform or in response to a Towpal Lead;
• (d) delayed, inaccurate, or failed ETA calculations displayed through the Platform, including where caused by GPS inaccuracy, mobile network failure, or adverse conditions;
• (e) driver negligence, misconduct, or criminal behaviour;
• (f) traffic or road traffic violations incurred by the Client's drivers;
• (g) the volume, frequency, quality, accuracy, or commercial value of Towpal Leads transmitted to the Client via the Towpal Integration, including any period during which no Towpal Leads are generated within the Assigned Territory;
• (h) any downtime, outage, interruption, or technical failure of the Towpal Marketplace operated by Towpal Ltd, whether or not such failure affects the transmission of Towpal Leads through the Towpal Integration;
• (i) any consumer dispute, complaint, chargeback, refund claim, or regulatory action arising from a transaction originating in the Towpal Marketplace, for which the Client is Merchant of Record under Clause 7.5; and
• (j) any indirect, consequential, special, exemplary, or punitive loss of any nature, including loss of revenue, profit, business, goodwill, data, or anticipated savings, whether arising from the Platform's native functionality or the Towpal Integration.

2.4 Aggregate Liability Cap

Without prejudice to Clause 2.3, the Company's total aggregate liability to the Client under or in connection with this Agreement — including in respect of the Towpal Integration — shall not in any circumstances exceed the total MRR Fees paid by the Client in the three (3) calendar months immediately preceding the event giving rise to the claim. For the avoidance of doubt, the value of Towpal-originated consumer transactions processed through the Client's Connected Stripe Account shall not be taken into account when calculating this cap.

2.5 Client's Sole Operational Responsibility

The Client acknowledges and agrees that it is the sole operator of its vehicle recovery business and bears 100% operational liability for all aspects of its business, including without limitation:

• (a) the licensing, training, competence, conduct, and insurance of all drivers and recovery operatives, including in respect of any job originating from a Towpal Lead;
• (b) the roadworthiness, maintenance, and regulatory compliance of all vehicles used in connection with the Platform;
• (c) compliance with all applicable legislation, including the Road Traffic Act 1988, the Health and Safety at Work etc. Act 1974, the Road Traffic (Vehicle Testing) Act 1999, and all applicable operator licensing requirements under the Goods Vehicles (Licensing of Operators) Act 1995 where relevant;
• (d) the quality, safety, timeliness, and outcome of every Recovery Service provided to an End-User, whether originating natively through the Platform or via a Towpal Lead; and
• (e) all interactions, contractual relationships, consumer disputes, chargeback liabilities, and refund obligations with End-Users, including those whose initial request originated through the Towpal Marketplace.

2.6 Client Indemnity

The Client shall fully and effectively indemnify, defend, and hold harmless the Company, its directors, officers, employees, contractors, and agents from and against any and all third-party claims, losses, damages, costs, expenses (including legal fees on a solicitor-and-client basis), fines, and liabilities arising out of or in connection with:

• (a) the Client's provision of Recovery Services, including the fulfilment of any job originating from a Towpal Lead;
• (b) any act, omission, negligence, or misconduct of the Client's drivers or operatives;
• (c) the Client's breach of applicable law or regulation;
• (d) any claim by an End-User against the Company arising from the Client's services, whether or not that End-User's request originated through the Towpal Marketplace; and
• (e) any chargeback, refund obligation, Stripe penalty, or financial liability arising from the Client's status as Merchant of Record under Clause 7.5 in respect of Towpal-originated transactions.

2.7 Statutory Savings

Nothing in this Section 2 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 be lawfully excluded under English law.

SECTION 3 — GRANT OF SOFTWARE LICENCE

3.1 Licence Grant

Subject to the Client's full and continued compliance with this Agreement, including timely payment of all Fees, the Company grants to the Client a limited, non-exclusive by default, non-transferable, revocable licence to access and use the Platform solely for the purpose of operating the Client's vehicle recovery business within the Assigned Territory during the Subscription Term.

3.2 Licence Restrictions

The Client shall not, and shall procure that its employees and contractors do not:

• (a) sublicense, resell, transfer, assign, or otherwise make the Platform available to any third party;
• (b) reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Platform or any component thereof, save to the extent expressly permitted by section 50B of the Copyright, Designs and Patents Act 1988 and only then in the strictly limited circumstances provided therein;
• (c) copy, modify, translate, adapt, or create derivative works based on the Platform or any part thereof;
• (d) remove, alter, or obscure any proprietary notices, branding, or marks displayed within the Platform;
• (e) use the Platform in any unlawful manner or for any purpose other than that for which it is licensed under this Agreement; or
• (f) access or use the Platform to build a competing or substantially similar product or service.

3.3 White-Label Use

Where the Company has agreed in writing that the Client may deploy the Platform under its own trading name or branding pursuant to a white-label arrangement, such deployment shall be subject to the additional terms set out in Schedule 4 (where applicable) and shall not confer any Intellectual Property Rights on the Client.

SECTION 4 — TERRITORIAL EXCLUSIVITY AND TOWPAL LEAD ACCESS

4.1 Default Non-Exclusive Licence

The licence granted under Section 3.1 is non-exclusive by default. Exclusivity — including exclusive Towpal Lead routing within the Assigned Territory — is a commercial upgrade available to the Client and is only operative where expressly confirmed in writing in a signed Order Form or Schedule 1.

4.2 Grant of Exclusivity

Where the Company has confirmed in writing that the Client is granted Exclusive Territory Rights, the following shall apply for so long as Exclusivity remains in force in accordance with this Section 4:

• (a) Platform Exclusivity — the Company will not knowingly onboard a directly competing independent towing or vehicle recovery operator under the same Platform tier within the identical Ordnance Survey postcode boundaries comprising the Assigned Territory; and
• (b) Towpal Lead Exclusivity — as a component of Exclusive Territory Rights, the Client shall receive sole access, via the Towpal Integration, to Towpal Leads generated within the Assigned Territory postcodes. The Company will configure the Towpal Integration so that Towpal Leads originating within the Assigned Territory are routed exclusively to the Client's account and are not simultaneously dispatched to any other Fleet Operator client of the Company operating within the same postcodes. This Towpal Lead routing preference is a software configuration function and is conditional on Exclusivity remaining in force under this Agreement.

4.3 Critical Limitation — No Volume Guarantee

The Client expressly acknowledges and irrevocably agrees that the grant of Exclusive Territory Rights — including the Towpal lead exclusivity component under Clause 4.2(b) — carries absolutely no guarantee, representation, or warranty of any kind regarding lead volume, job frequency, revenue generation, or any other commercial outcome.

Without limiting the generality of the foregoing and for the complete avoidance of doubt:

• (a) neither the Company nor Towpal Ltd makes any representation, warranty, or forecast — express or implied, contractual or otherwise — as to the minimum number of Towpal Leads that will be generated within the Assigned Territory during any billing period, month, quarter, or year;
• (b) neither the Company nor Towpal Ltd guarantees any minimum GTV, revenue, income, or profit to the Client in respect of Towpal Lead-originated jobs at any time;
• (c) the volume of consumer recovery requests submitted through the Towpal Marketplace within any given territory is determined entirely by consumer demand, market conditions, and Towpal Ltd's own operational and marketing decisions, all of which are wholly outside the control of the Company;
• (d) the MRR Fee and any Exclusivity Premium payable by the Client constitute consideration for: (i) licensed access to the Platform software and its functionality; and (ii) the contractual right to Exclusivity within the Assigned Territory, including the right to be the sole recipient of any Towpal Leads that do arise — and not for any guaranteed volume of leads, any guaranteed level of GTV, or any guaranteed commercial return; and
• (e) the Client confirms that it has not entered into this Agreement in reliance on any projection, estimate, forecast, or representation regarding expected Towpal Lead volumes or revenues, and that any such figures communicated during the sales or onboarding process were illustrative of market potential only and did not constitute representations, warranties, or contractual commitments on the part of the Company or Towpal Ltd.

4.4 Nature and Limitations of Exclusivity

The Client acknowledges that:

• (a) Exclusivity is a contractual right only and does not confer any proprietary, intellectual property, or other interest in the Assigned Territory, any postcode data, the Towpal Marketplace, or any consumer relationship or database maintained by Towpal Ltd;
• (b) Exclusivity does not prevent the Company from operating the Platform, or Towpal Ltd from operating the Towpal Marketplace, for any other purpose within the Assigned Territory, including for non-competing industries or operator categories; and
• (c) Exclusivity is personal to the Client and may not be transferred, sublicensed, or assigned under any circumstances.

4.5 Non-Transferability

The Assigned Territory and any Exclusive Territory Rights are strictly non-transferable. The Client shall not:

• (a) assign, sublicense, or transfer its territorial rights — including the right to receive Towpal Leads within the Assigned Territory — or any benefit thereof to any third party by any means;
• (b) permit any third party to access or benefit from the Platform or any Towpal Lead routing under the Client's account or territory allocation; or
• (c) purport to transfer territorial rights as part of any sale, merger, acquisition, or restructuring of its business.

4.6 Automatic Territory Reversion on Change of Control or Business Cessation

Exclusive Territory Rights — including the Towpal Lead routing preference — shall immediately and automatically revert to the Company, without notice, without compensation, and without refund of pre-paid Fees, upon:

• (a) a Change of Control of the Client;
• (b) the Client ceasing to trade, entering into administration, liquidation, receivership, or proposing a Company Voluntary Arrangement; or
• (c) the transfer or sale of the Client's business or substantially all of its assets to a third party.

The Client shall notify the Company in writing within 48 hours of becoming aware that any such event is likely or has occurred.

SECTION 5 — THE MONOPOLY TRAPDOOR: PAYMENT DEFAULT AND TERRITORY FORFEITURE

5.1 Exclusivity Conditional on Payment

Exclusive Territory Rights — including the right to receive exclusive Towpal Lead routing under Clause 4.2(b) — are entirely conditional upon the Client's timely payment of all Fees due under this Agreement. Exclusivity is not a vested right; it is a privilege maintained by continued good standing.

5.2 Immediate Forfeiture on Payment Default

In the event that the Client's MRR Fee payment fails, is reversed, or remains unpaid for more than [3] calendar days beyond its due date, the Client's Exclusive Territory Rights — including all Towpal Lead routing preferences within the Assigned Territory — shall be immediately and automatically forfeited and the Assigned Territory shall revert to the Company's open market without any requirement for further notice. The Company shall be immediately at liberty to offer the Assigned Territory and its associated Towpal Lead routing to any third party.

5.3 Reinstatement

Following a forfeiture under Clause 5.2, the Company may, entirely at its discretion, offer to reinstate Exclusivity to the Client upon settlement of all outstanding Fees and on such revised commercial terms as the Company considers appropriate. The Company is under no obligation to offer reinstatement, and the Assigned Territory — together with its Towpal Lead routing — may by that time have been allocated to a third party.

5.4 No Liability for Forfeiture

The Company shall bear no liability to the Client for any loss of business, revenue, Towpal Leads, or commercial opportunity resulting from a Territory Reversion under this Section 5.

SECTION 6 — MINIMUM OPERATIONAL VOLUME AND ANTI-SQUATTING PROVISION

6.1 Minimum Volume Obligation

As a condition of maintaining Exclusive Territory Rights, the Client agrees to process through the Platform, on a completed and settled basis, the Minimum Operational Volume specified in Schedule 2 during each calendar month of the Subscription Term. For the avoidance of doubt, completed jobs originating from both the Platform's native dispatch functionality and Towpal Leads shall count towards the Minimum Operational Volume, provided they are completed and settled through the Platform's integrated payment infrastructure.

6.2 Monitoring Period

Where the Client fails to meet the Minimum Operational Volume in any single calendar month, the Company shall issue a written Performance Warning Notice to the Client. If the Client fails to meet the Minimum Operational Volume for a continuous period of sixty (60) days from the date of that notice, the Company shall be entitled, at its sole discretion, to exercise the remedies set out in Clause 6.3.

6.3 Remedies for Volume Failure

Upon the expiry of the 60-day monitoring period without adequate remedy by the Client, the Company may, by written notice:

• (a) revoke Exclusivity in respect of the Assigned Territory immediately — releasing the postcodes to the open market and ceasing exclusive Towpal Lead routing to the Client within that territory — without any obligation to compensate the Client for the loss of such Exclusivity or future Towpal Leads; and/or
• (b) terminate this Agreement in accordance with Section 10.

6.4 Platform Records as Authoritative Measure

The job completion and transaction volume data recorded in the Company's system of record — which includes data transmitted via the Towpal Integration — shall constitute the definitive measure of operational volume for the purposes of this Section 6 and shall prevail in any dispute, absent manifest error.

6.5 No Entitlement to Refund

No refund of any Exclusivity Premium or MRR Fees shall be due to the Client upon revocation of Exclusivity under this Section 6. The Client acknowledges that the Exclusivity Premium, where applicable, constitutes consideration for the period during which Exclusivity and Towpal Lead routing were made available — not for any particular volume of leads delivered during that period.

SECTION 7 — STRIPE CONNECT, PAYMENTS, PAYOUT WITHHOLDING, AND MERCHANT OF RECORD

7.1 Payment Infrastructure

The Platform utilises Stripe Connect to facilitate the collection of End-User payments and the routing of settled funds to the Client's Connected Stripe Account. The Client acknowledges that all payment processing — including in respect of Towpal-originated transactions — is subject to Stripe's Connected Account Agreement and Stripe's standard terms of service, as amended from time to time by Stripe.

7.2 Payout Withholding Period

All End-User transaction funds collected through the Platform — including funds received in respect of Towpal Leads — shall be subject to a mandatory Payout Withholding Period of twenty-four (24) hours from the time of transaction settlement. During this period, funds will be held within the Stripe Connect infrastructure and will not be released to the Client's Connected Stripe Account. This withholding period exists to allow the Company and Stripe to assess and accommodate:

• (a) End-User refund requests arising from disputed or cancelled jobs, including Towpal-originated jobs subject to Towpal Ltd's consumer-facing cancellation policy;
• (b) Late Cancellation Fee adjustments or reversals processed in accordance with the applicable consumer terms;
• (c) Chargeback notifications received from Stripe in respect of any transaction, including Towpal-originated transactions; and
• (d) any other payment dispute or correction required under this Agreement or Stripe's policies.

7.3 Release of Funds

Subject to there being no active dispute, chargeback, or refund instruction in respect of a transaction, settled funds shall be released to the Client's Connected Stripe Account upon expiry of the Payout Withholding Period, in accordance with Stripe's standard payout schedule.

7.4 Client's Stripe Obligations

The Client shall at all times:

• (a) maintain its Connected Stripe Account in good standing and in full compliance with Stripe's Connected Account Agreement;
• (b) promptly notify the Company in writing within 24 hours of becoming aware of any suspension, restriction, freeze, or adverse action taken by Stripe in relation to the Connected Stripe Account, including where such action is triggered by chargeback activity on Towpal-originated transactions;
• (c) maintain a chargeback ratio — across all transactions processed through the Connected Stripe Account, including Towpal-originated jobs — within Stripe's acceptable thresholds; and
• (d) not take any action that causes the Company's Stripe Platform account to be flagged, restricted, or penalised.

7.5 Merchant of Record — Towpal-Originated Transactions

The Client acknowledges and expressly agrees that, in respect of all consumer transactions originating from the Towpal Marketplace and processed through the Platform via Stripe Connect:

• (a) the Client is and shall at all times be the Merchant of Record for all such transactions. The Client's Connected Stripe Account is the designated account into which captured consumer funds are received and from which all associated financial obligations are discharged;
• (b) the Client assumes full, exclusive, and unconditional financial liability for: (i) all consumer refunds arising from cancellations or service failures in respect of Towpal-originated jobs, including Late Cancellation Fee adjustments processed in accordance with Towpal Ltd's consumer-facing terms; (ii) all chargeback claims initiated by consumers in respect of Towpal-originated transactions, including any chargeback dispute fees, penalties, or reserve requirements levied by Stripe as a consequence; and (iii) all driver and operative payouts due in respect of completed Towpal-originated jobs processed through the Platform's payout infrastructure;
• (c) the Company accepts no financial liability whatsoever for any refund, chargeback, Stripe penalty, payout obligation, or other financial consequence arising from any Towpal-originated transaction. The Company's role in respect of such transactions is limited entirely to operating the software integration bridge through which the Towpal Lead data and associated payment authorisation flow is transmitted;
• (d) the Client agrees to maintain sufficient cleared funds or credit facilities accessible to its Connected Stripe Account at all times to meet foreseeable refund and chargeback obligations arising from Towpal-originated activity within its Assigned Territory; and
• (e) if chargeback or refund activity arising from Towpal-originated transactions causes the Client's Connected Stripe Account to be flagged, placed in a reserve programme, restricted, or suspended by Stripe, this shall constitute an Event of Default under Clause 10.1(b) and the provisions of Clauses 10.2 and 10.3 shall apply accordingly.

7.6 Company Not Liable for Stripe Actions

The Company shall bear no liability to the Client for any delay in payment, withholding of funds, or account restriction imposed by Stripe, including where such action is taken by Stripe at the Company's instruction following a legitimate dispute, or where such action arises from chargeback activity on Towpal-originated transactions for which the Client is Merchant of Record.

7.7 Commercial Agency — Towpal Ltd Acting as Commercial Agent

The Client acknowledges and agrees that, in respect of consumer-facing transactions originating through the Towpal Marketplace, Towpal Ltd acts as the Client's disclosed commercial agent for the following strictly limited purposes:

• (a) Pricing — calculating and presenting standardised recovery fees to consumers within the Towpal Marketplace, based on the pricing algorithm and parameters operated by Towpal Ltd within the Assigned Territory. The Company exercises no control over Towpal Ltd's pricing algorithm, and the Client agrees that such pricing is determined solely by Towpal Ltd in its capacity as marketplace operator and commercial agent;
• (b) Authorisation Holds — placing payment authorisation holds on consumers' payment methods via Stripe Connect on the Client's behalf as Merchant of Record, in connection with Towpal Leads accepted by the Client; and
• (c) Consumer Cancellation and Refund Flow — managing the consumer-facing cancellation and refund process in accordance with Towpal Ltd's published consumer terms of service, which may result in the release or capture of authorisation holds processed through the Client's Connected Stripe Account.

The Client further acknowledges and agrees that:

• (d) the commercial agency arrangement described in this Clause 7.7 is a relationship between the Client and Towpal Ltd only. The Company is not a party to that agency relationship and accepts no liability in respect of it, including no liability for any pricing decision made by Towpal Ltd, any authorisation hold placed by Towpal Ltd, or any consumer-facing refund or cancellation outcome administered by Towpal Ltd;
• (e) the pricing algorithm applied by Towpal Ltd in its capacity as commercial agent is proprietary to Towpal Ltd. The Client has no right to alter, override, challenge, or interfere with that algorithm or with any consumer-facing price generated by it for any individual Towpal Lead;
• (f) the Client's sole right in respect of the commercial terms of any individual Towpal Lead is to accept or reject that dispatch on a per-job basis, in accordance with Clause 7.8 below. The Client may not negotiate, vary, or seek to alter the consumer-facing price for any job after it has been presented to it as a Towpal Lead; and
• (g) where the commercial agency relationship between the Client and Towpal Ltd is governed by a separate agreement executed directly between those parties, the terms of that agreement shall govern the agency arrangement, and the Company is not a party to or bound by any such agreement.

7.8 Client's Right to Accept or Reject Towpal Leads

The Client retains the right to accept or reject any individual Towpal Lead dispatched to it via the Towpal Integration on a per-job basis. The Client acknowledges that:

• (a) rejecting a Towpal Lead does not entitle the Client to alter, challenge, or request recalculation of the consumer-facing price set by Towpal Ltd's pricing algorithm for that job;
• (b) the Client's right to reject individual Towpal Leads does not affect any authorisation hold that may already have been placed on the consumer's payment method by Towpal Ltd acting as commercial agent, which is governed by Towpal Ltd's consumer-facing terms and the Stripe Connect flow applicable to that transaction; and
• (c) systematic or habitual rejection of Towpal Leads within the Assigned Territory may, at the Company's discretion, be considered in the context of the Client's Minimum Operational Volume performance under Section 6 and may constitute grounds for a Performance Warning Notice under Clause 6.2.

SECTION 8 — FEES, BILLING, AND PAYMENT TERMS

8.1 Monthly Recurring Fee

The Client shall pay the Company the MRR Fee of £[MONTHLY FEE] + VAT on or before the [1st] day of each calendar month during the Subscription Term, by the payment method authorised in the Order Form.

8.2 Late Payment

Without prejudice to any other right or remedy available to the Company, if the Client fails to pay any sum due under this Agreement by the due date, the Company shall be entitled to:

• (a) charge interest on the overdue sum at the rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until actual payment, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; and
• (b) suspend the Client's access to the Platform — including suspension of all Towpal Lead routing — immediately upon written notice, pending payment.

8.3 VAT

All Fees are exclusive of value added tax, which shall be charged at the prevailing rate where applicable and payable by the Client in addition to the relevant Fee.

8.4 Fee Reviews

The Company reserves the right to review and adjust the MRR Fee on no less than 30 days' written notice to the Client. If the Client does not accept the revised Fee, it may terminate this Agreement under Section 11 by providing the requisite notice before the revised Fee takes effect.

SECTION 9 — INTELLECTUAL PROPERTY

9.1 Ownership

All Intellectual Property Rights in and to the Platform — including its underlying software, algorithms, source code, databases, user interface, visual design, branding, and documentation, and including the Towpal Integration — are and shall remain the exclusive property of the Company at all times. Nothing in this Agreement shall operate to transfer, assign, or license any Intellectual Property Rights to the Client beyond the limited software licence granted under Section 3.

9.2 Client Data

The Client retains ownership of all Client Data. The Client grants to the Company a non-exclusive, royalty-free licence to access, process, and use Client Data solely to the extent necessary to provide the Platform and perform the Company's obligations under this Agreement. The Company shall handle Client Data in accordance with its Privacy Policy and applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

9.3 Feedback

If the Client provides the Company with any feedback, suggestions, or recommendations relating to the Platform or the Towpal Integration ("Feedback"), the Company shall be free to use, incorporate, and exploit such Feedback without restriction or compensation to the Client, and the Client assigns to the Company all Intellectual Property Rights in such Feedback.

9.4 Prohibition on Reverse Engineering

The Client expressly acknowledges that any attempt to reverse-engineer, decompile, disassemble, copy, or reproduce the Platform — including the Towpal Integration — or any part of its underlying code or architecture constitutes a material breach of this Agreement and an infringement of the Company's Intellectual Property Rights, entitling the Company to immediate termination under Section 10 and to seek injunctive relief and all available remedies without requirement to demonstrate actual loss.

SECTION 10 — TERMINATION FOR CAUSE

10.1 Events of Default

Each of the following shall constitute a material Event of Default entitling the Company to terminate this Agreement immediately upon written notice:

• (a) Subscription Payment Failure — the Client's MRR Fee payment fails, is declined, charged back, or reversed and remains unpaid for more than [3] calendar days following the due date, and the Client has failed to remedy the failure within a 7-day cure period following written notice from the Company;
• (b) Stripe Account Event — the Client's Connected Stripe Account is suspended, frozen, restricted, or terminated by Stripe for any reason — including elevated chargeback ratios arising from Towpal-originated transactions for which the Client is Merchant of Record — and the Client fails to reinstate a compliant, active Connected Stripe Account within 7 days of written notice from the Company;
• (c) Reverse Engineering — the Client or any of its employees, contractors, or agents attempts to reverse-engineer, decompile, disassemble, copy, or replicate the Platform or any component thereof, including the Towpal Integration;
• (d) Insolvency — the Client becomes insolvent, enters administration, proposes a CVA, or has a winding-up petition presented against it;
• (e) Misrepresentation — the Client has made a material misrepresentation in its onboarding documentation, Order Form, or Stripe application; or
• (f) Breach of Licence — the Client assigns, sublicenses, or otherwise transfers the Platform licence or territorial rights — including any purported transfer of Towpal Lead routing access — in breach of this Agreement.

10.2 Cure Period

Save for the Events of Default specified in Clauses 10.1(c), 10.1(d), and 10.1(f) — which shall entitle the Company to terminate immediately without a cure period — the Company shall provide the Client with 7 days' written notice specifying the Event of Default and requiring the Client to remedy it. If the Client fails to remedy the default within that period, the Company may terminate immediately by further written notice.

10.3 Effect of Termination for Cause

Upon termination under this Section 10:

• (a) all Platform access — including access to the Towpal Integration and all Towpal Lead routing — shall be permanently and immediately revoked;
• (b) the Assigned Territory and all Exclusive Territory Rights shall immediately revert to the Company, and the Company shall take reasonable steps to notify Towpal Ltd to cease routing Towpal Leads to the Client within that territory;
• (c) all outstanding Fees for the remainder of the then-current Subscription Term shall become immediately due and payable in full;
• (d) the Client shall immediately cease all use of the Platform and any associated branding; and
• (e) the Company reserves all rights to pursue damages and other remedies at law, including in respect of any chargeback or Stripe liability arising from the Client's Merchant of Record obligations that remains outstanding at the date of termination.

SECTION 11 — TERMINATION FOR CONVENIENCE

11.1 Right to Terminate

Either Party may terminate this Agreement for any reason or for no reason by providing not less than thirty (30) days' written notice to the other Party.

11.2 Obligations During Notice Period

During the 30-day notice period:

• (a) both Parties shall continue to fulfil their obligations under this Agreement in full;
• (b) the Client shall continue to pay all MRR Fees falling due during the notice period; and
• (c) the Company shall continue to provide Platform access and Towpal Lead routing, subject to the Client's ongoing compliance with this Agreement.

11.3 Effect of Termination for Convenience

Upon expiry of the notice period:

• (a) Platform access — including all Towpal Integration functionality and Towpal Lead routing — shall be permanently disabled;
• (b) the Assigned Territory and all Exclusive Territory Rights shall immediately and automatically revert to the Company, and the Company shall take reasonable steps to notify Towpal Ltd to cease routing Towpal Leads to the Client within the Assigned Territory forthwith. The Company shall be at liberty to licence the Assigned Territory — and offer Towpal Lead routing within it — to any third party without restriction or obligation to the Client;
• (c) 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; and
• (d) the Client shall have 14 days to request an export of its Client Data, after which the Company shall have no obligation to retain or provide access to that data, save as required by law.

11.4 No Liability

Neither Party shall have any liability to the other solely as a result of exercising its right to terminate for convenience under this Section 11, provided all accrued payment obligations are honoured. For the avoidance of doubt, the cessation of Towpal Lead routing upon termination shall not give rise to any liability on the part of the Company, consistent with the No Volume Guarantee in Clause 4.3.

SECTION 12 — CONFIDENTIALITY

12.1 Obligations

Each Party undertakes to keep the other's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, and to use it solely for the purposes of this Agreement. Each Party shall protect the other's Confidential Information with at least the same degree of care it applies to its own confidential information, and in any event no less than reasonable care.

12.2 Exceptions

The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) was already in the receiving Party's possession free of any confidentiality obligation; (c) is received from a third party free of any confidentiality obligation; or (d) is required to be disclosed by law, court order, or regulatory authority, provided the disclosing Party gives maximum practicable prior notice to the other.

12.3 Survival

This Section 12 shall survive termination of this Agreement for a period of five (5) years.

SECTION 13 — DATA PROTECTION

13.1 Compliance

Each Party shall comply with its respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 in connection with any personal data processed in connection with this Agreement.

13.2 Data Processing Agreement

Where the Company processes personal data on behalf of the Client as a data processor within the meaning of the UK GDPR, the Parties shall execute a Data Processing Agreement in the form set out in Schedule 5 (or such other form as agreed in writing), which shall govern such processing and form part of this Agreement.

13.3 End-User Location Data

The Client acknowledges that the Platform processes real-time GPS location data from drivers and End-User pickup location data for the purposes of ETA calculation and dispatch routing. This processing is described in the Company's Privacy Policy, which the Client shall ensure is brought to the attention of its End-Users where required by applicable law. Where End-User personal data originates from the Towpal Marketplace and is transmitted to the Client via the Towpal Integration, the Client acknowledges that Towpal Ltd is the primary data controller of that data in its consumer-facing capacity, and that the Client assumes data controller obligations in respect of any such personal data from the moment it is received and processed by the Client in connection with the relevant Recovery Service.

SECTION 14 — GENERAL PROVISIONS

14.1 Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales for the resolution of all such disputes.

14.2 Entire Agreement

This Agreement, together with all Schedules and Order Forms executed hereunder, constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior agreements, representations, warranties, and understandings — including any pre-contractual representations, forecasts, or projections regarding Towpal Lead volumes or revenue potential. Each Party acknowledges that it has not relied on any representation, warranty, or undertaking not expressly set out in this Agreement.

14.3 Amendments

No amendment to this Agreement shall be valid unless made in writing and signed by authorised representatives of both Parties, save that the Company may update the Schedules on no less than 30 days' written notice.

14.4 Waiver

No failure or delay by either Party in exercising any right or remedy shall constitute a waiver of that right or remedy.

14.5 Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, unenforceable, or illegal, that provision shall be severed from the Agreement and the remainder shall continue in full force and effect.

14.6 Assignment

The Client may not assign, transfer, or subcontract any of its rights or obligations under this Agreement — including any benefit of Towpal Lead routing — without the prior written consent of the Company. The Company may assign this Agreement to any group company or successor entity without the Client's consent.

14.7 Force Majeure

Neither Party shall be in breach of this Agreement for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, floods, fire, civil unrest, or government action, provided it gives prompt written notice and uses reasonable endeavours to mitigate the effect. For the avoidance of doubt, any failure or downtime of the Towpal Marketplace operated by Towpal Ltd shall constitute a circumstance beyond the Company's reasonable control for the purposes of this Clause 14.7.

14.8 Notices

All notices under this Agreement shall be in writing and delivered by email (with read receipt or delivery confirmation) or by first-class recorded post to the addresses set out in the Order Form. Notices shall be deemed received: (a) if by email, on the next business day after sending; (b) if by post, two business days after posting.

14.9 Survival

Sections 2 (Liability Shield, Entity Separation, and Client Indemnity), 7.5 (Merchant of Record obligations in respect of transactions processed prior to termination), 9 (Intellectual Property), 12 (Confidentiality), 13 (Data Protection), 14.1 (Governing Law), and any accrued payment obligations shall survive termination or expiry of this Agreement for any reason.