This Agreement supersedes recovery-msa-v1, recovery-msa-v2, recovery-msa-v3, and all prior drafts of recovery-msa-v4. Only one document shall carry the reference "recovery-msa-v4-FINAL" at any time.

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. [COMPANY NUMBER]), trading as DXDD Recovery, whose registered office is at [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").

CONTENTS

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, and references to a Clause, Section, or Schedule are to a Clause, Section, or Schedule of this Agreement.

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

2.1 Technology Provider Only

The Company is a software-as-a-service technology provider exclusively. The Platform constitutes software infrastructure for dispatch coordination, GPS-based routing, driver tracking, payment facilitation, compliance record-keeping, 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, dispatch broker, recovery broker, recovery operator, or transport undertaking as defined under any applicable UK legislation. The Company does not solicit, negotiate, arrange, or broker recovery work on behalf of the Client, and does not hold itself out as doing so;

(b) the Company is not the employer, principal, agent, partner, joint venturer, or franchisor of the Client, its drivers, its Operators, its Client Admins, or any operative deployed in connection with the Platform;

(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;

(d) the Company is not a compliance auditor, regulator, certification body, inspector, insurance broker, tachograph analysis bureau, licence-checking bureau, vetting or screening service, employment agency, employment business, or adviser of any kind. The Compliance Module, the Approval Workflow, and the Enforcement Matrix are software record-keeping, data-relay, and access-control tools only, as further set out in Section 5. Specifically:

(i) in respect of Tier 1A Self-Certified Credentials, the Company conducts zero review and relies blindly on the Client-inputted expiry date, per Clause 5.5. The Company does not open, read, examine, verify, audit, validate, authenticate, endorse, or warrant any document, certificate, calibration record, expiry date, timestamp, or declaration recorded by the Client;

(ii) in respect of Tier 1B Operator-Level Client-Approved Credentials, the Company never views any Operator Document and plays no part in any Client Approval, which is an attestation by the Client alone, per Clause 5.6. The Company is not a vetting, screening, or employment service;

(iii) in respect of Tier 2 Government-Sourced Credentials (being MOT and VED, as declared in Schedule 6 Part A.3), the Company merely retrieves and relays data made available by the relevant Government Data Source. The Company does not verify that data, does not audit it against the underlying statutory position, does not control its accuracy, timeliness, completeness, or availability, and gives no warranty of any kind in respect of it. Clause 5.7(c) applies in full;

(iv) in respect of driver licence compliance, the Company does not access the DVLA Portal, does not view, retrieve, receive, store, assess, interpret, score, or evaluate any driving licence record, holds no information as to any Operator's endorsements, penalty points, disqualifications, or fitness to drive, and expresses no view whatsoever on any Operator's suitability. The Company processes a date only, in accordance with Clauses 5.13 and 14.2(d)(iii); and

(v) in every case, the Client remains at all times solely responsible for its own regulatory compliance, irrespective of what the Platform records, relays, permits, or displays; and

(e) the Company assumes zero liability for physical damage to any vehicle, any traffic or road traffic violation, or any failed, aborted, or defective recovery, in accordance with Clause 2.3.

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 8.5.

2.3 Exclusion of Company Liability

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, deterioration of, 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, Operators, or vehicles, whether dispatched through the Platform or in response to a Towpal Lead;

(d) any traffic violation, road traffic offence, fixed penalty notice, prohibition notice, or enforcement action incurred by the Client, its drivers, or its Operators, including any offence arising from the use of an untaxed, untested, uninsured, or improperly calibrated vehicle, or from the deployment of a disqualified, endorsed, unlicensed, or otherwise unfit driver, whether or not the Platform permitted that vehicle or Operator to be deployed and whether or not a Government Data Source indicated that vehicle to be compliant;

(e) any failed, aborted, incomplete, or defective recovery, including any recovery not attended, not completed, or completed to a standard the End-User or any third party considers inadequate;

(f) delayed, inaccurate, or failed ETA calculations displayed through the Platform, including where caused by GPS inaccuracy, mobile network failure, or adverse conditions;

(g) driver or Operator negligence, misconduct, or criminal behaviour;

(h) the fitness, suitability, entitlement, identity, right to work, competence, or driving record of any Operator, the Company holding no data capable of informing any such assessment and performing no such assessment, in accordance with Clauses 2.1(d)(ii), 2.1(d)(iv), 5.6, and 5.13;

(i) 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;

(j) 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;

(k) 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 8.5;

(l) any error, inaccuracy, omission, staleness, delay, outage, downtime, unavailability, withdrawal, or change of interface in any Government Data Source, and any Vehicle Lock applied, or not applied, in consequence of the same, in accordance with Clause 5.7(c);

(m) any lost earnings, lost jobs, lost leads, lost revenue, lost profit, operational downtime, idle driver or vehicle cost, or breach by the Client of any contract with any third party, arising from or in connection with any Compliance Suspension, Vehicle Lock, or Operator Lock triggered by the Enforcement Matrix under Section 5, whether such suspension arises under Clause 5.4, 5.7, or 5.13, and whether or not the underlying Compliance Credential was in fact valid;

(n) any regulatory enforcement action, prosecution, fine, penalty, licence revocation or curtailment, Traffic Commissioner action, prohibition, insurance repudiation, or civil claim brought against the Client arising from the Client's actual non-compliance with AVRO requirements, PAS 43, its O-Licence conditions, LOLER, Tachograph Calibration requirements, MOT, VED, driver licensing requirements, insurance conditions, or any other legal or regulatory obligation, whether or not the Compliance Module recorded or relayed that credential as current at the relevant time and whether or not the Platform permitted deployment;

(o) any consequence of an incorrect Tachograph Exemption Declaration made by the Client under Clause 5.3, in accordance with Clause 5.3(e);

(p) the absence, failure, non-generation, non-display, or non-delivery of any Courtesy Attempt, in accordance with Clause 5.8(e);

(q) 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, the Compliance Module, the Approval Workflow, the Enforcement Matrix, or the Towpal Integration; and

(r) any Client Approval recorded by a Client Admin, including the approval of any forged, expired, invalid, or defective Operator Document, and any consequence of the deployment of any Operator in respect of whom a Client Approval subsisted, in accordance with Clause 5.6(e).

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, the Compliance Module, the Approval Workflow, and the Enforcement Matrix — 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, or, where the Client is on a Multi-Year Term, a sum equal to three (3) months' worth of the Prepaid Territory Fee calculated on a straight-line monthly apportionment. For the avoidance of doubt, the value of Towpal-originated consumer transactions processed through the Client's Connected Stripe Account, and the value of any earnings foregone during a Compliance Suspension, Vehicle Lock, or Operator Lock, shall not be taken into account when calculating this cap.

2.5 Client's Sole Operational Responsibility — 100% Liability

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

(a) the licensing, entitlement, training, competence, conduct, identity, right to work, fitness to drive, and insurance of all drivers, Operators, and recovery operatives, including in respect of any job originating from a Towpal Lead;

(b) the roadworthiness, testing, taxation, maintenance, tachograph calibration, and regulatory compliance of all vehicles and lifting equipment used in connection with the Platform;

(c) compliance with all applicable legislation, standards, and accreditation requirements, including without limitation the Road Traffic Act 1988, the Vehicle Excise and Registration Act 1994, the Goods Vehicles (Licensing of Operators) Act 1995, the Health and Safety at Work etc. Act 1974, the Lifting Operations and Lifting Equipment Regulations 1998, the Provision and Use of Work Equipment Regulations 1998, the Transport Act 1968 and retained Regulation (EU) 165/2014 in respect of tachographs, the Road Traffic (Vehicle Testing) Act 1999, PAS 43 where applicable, and AVRO membership rules where applicable;

(d) the accuracy, currency, authenticity, and completeness of every Compliance Credential, inputted expiry date, calibration record, certificate, timestamp, declaration, Client Approval, and item of Compliance Data recorded within the Compliance Module, and the maintenance of the underlying credentials themselves in the real world irrespective of what the Platform records, relays, or permits;

(e) the examination and validation of every Operator Document, in accordance with Clause 5.6;

(f) the independent review of each Operator's driving licence record via the DVLA Portal, the assessment of that record against the Client's own fitness-to-drive criteria, and the acting upon that assessment, in accordance with Clauses 5.13 and 14.2(d)(iii), the Platform holding a date only and expressing no view on any outcome;

(g) 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

(h) 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, Operators, Client Admins, or operatives;

(c) the Client's breach of applicable law or regulation, including any breach of AVRO rules, PAS 43, O-Licence conditions, LOLER, tachograph requirements, MOT or VED requirements, driver licensing requirements, or insurance conditions;

(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;

(e) any chargeback, refund obligation, Stripe penalty, or financial liability arising from the Client's status as Merchant of Record under Clause 8.5 in respect of Towpal-originated transactions;

(f) any false, inaccurate, incomplete, expired, forged, or misleading Client-inputted expiry date, Compliance Credential, Client Approval, Operator Document, Tachograph Exemption Declaration, Last DVLA Check Date, or item of Compliance Data uploaded or recorded by or on behalf of the Client, including any claim brought against the Company by a third party in reliance upon, or in consequence of, the same;

(g) the Client's deployment of any Operator who is disqualified, unlicensed, without appropriate entitlement or CPC, without right to work, impersonating another person, or otherwise unfit to drive or work, notwithstanding that the Platform did not apply an Operator Lock to that Operator and notwithstanding any subsisting Client Approval, in accordance with Clauses 5.6(e) and 5.13(e);

(h) any claim brought by an Operator, employee, contractor, or Client Admin of the Client in respect of the collection, processing, storage, or disclosure of Operator Data, Operator Documents, Licence Check Recency Data, tachograph card data, camera verification captures, or Walkaround Records, including any claim under the UK GDPR or the Data Protection Act 2018, save to the extent such claim arises from the Company's breach of its own obligations as Data Processor under Section 14; and

(i) the Client's upload to the Platform of any DVLA check code, outcome flag, fitness determination, or detailed driving offence record in breach of Clause 14.2(f), including any regulatory action or data subject claim arising from the presence of such data within the Platform.

The indemnities at Clauses 5.5(f) and 5.6(f) are in addition to, and do not limit, this Clause 2.6.

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 and maintenance of current Compliance Credentials within the Compliance Module, 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, Client Admins, Operators, 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;

(f) access or use the Platform to build a competing or substantially similar product or service;

(g) circumvent, disable, spoof, falsify data within, or otherwise interfere with the Compliance Module, the Approval Workflow, the Enforcement Matrix, the Audit Log, any Vehicle Lock, or any Operator Lock, including by inputting a falsified, backdated, post-dated, or knowingly inaccurate expiry date, by uploading a forged or altered document, by recording a Client Approval in respect of a document not actually examined, or in respect of a document known or suspected to be forged, expired, or invalid, by recording a Last DVLA Check Date in respect of a check not actually performed, by making a knowingly incorrect Tachograph Exemption Declaration, or by deploying a locked vehicle or locked Operator by any means outside the Platform in order to conceal a lapsed credential;

(h) attempt to alter, overwrite, delete, or suppress any entry in the Audit Log; or

(i) upload to, enter into, or store within the Platform any DVLA check code, pass/fail or other outcome flag, fitness-to-drive determination, driving offence record, endorsement code, penalty point count, disqualification particular, or conviction detail, in breach of Clause 14.2(f).

Any conduct falling within Clause 3.2(g) or 3.2(h) shall constitute a material breach of this Agreement entitling the Company to terminate immediately under Section 11 without a cure period.

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, THE SOFTWARE MONOPOLY MODEL, AND TOWPAL LEAD ACCESS

4.1 The Software Monopoly Model — Default Non-Exclusive Licence

The licence granted under Clause 3.1 is non-exclusive by default. Exclusivity — the "Software Monopoly" — is a commercial upgrade under which the Client acquires, for the duration of the Subscription Term and subject to continued good standing, the exclusive right to operate the Platform and receive Towpal Leads within a defined set of Ordnance Survey postcodes. Exclusivity 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, any Exclusivity Premium, and any Prepaid Territory Fee payable by the Client constitute consideration for: (i) licensed access to the Platform software and its functionality, including the Compliance Module; 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;

(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; and

(f) no lead, job, or revenue will be routed to the Client during any period of fleet-level Compliance Suspension under Section 5. Any leads arising within the Assigned Territory during such a suspension are irretrievably lost to the Client, and the Company shall bear no liability whatsoever in respect of them.

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, whether or not the Client has prepaid a Multi-Year Term.

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 (subject only to Clause 9.8) 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.

4.7 Exclusivity Trapdoors — Consolidated Cross-Reference

The Client expressly acknowledges that Exclusive Territory Rights are a conditional, revocable privilege and not a vested or proprietary right, and that they are subject to immediate suspension, forfeiture, revocation, or reversion under each and all of the following provisions, each of which operates independently of the others, and each of which applies equally whether the Client is on an Annual Term or a prepaid Multi-Year Term:

(a) Section 5 — Compliance Suspension, Vehicle Lock, and Operator Lock under the Enforcement Matrix, and Exclusivity forfeiture on prolonged Compliance Suspension under Clause 5.11(b);

(b) Section 6 — immediate and automatic forfeiture on failed, reversed, or late payment of the MRR Fee, including failure arising from a Stripe payment event or a failed Stripe Connect onboarding;

(c) Section 7 — revocation for failure to meet the Minimum Operational Volume, including where the Client registers zero or negligible jobs within the Assigned Territory;

(d) Section 11 — Territory Reversion on termination for cause following any Event of Default; and

(e) Section 12 — Territory Reversion on termination for convenience by either Party on 30 or 60 days' notice.

SECTION 5 — AUTOMATED COMPLIANCE AND THE ENFORCEMENT MATRIX

5.1 Purpose, Nature, and the Company's Absolute Passivity

The Platform incorporates a Compliance Module within which the Client records its Compliance Credentials, their respective expiry dates, and certain timestamps and attestations, and into which the Platform relays data in respect of Government-Sourced Credentials. The Enforcement Matrix is an automated, rules-based access-control mechanism which reads that data and, upon expiry, lapse, staleness, revocation, or absence of a Compliance Credential, automatically restricts the Client's ability to receive or action work through the Platform in accordance with Clauses 5.4 to 5.7 and 5.13.

The Client acknowledges and agrees that:

(a) Access control only. The Enforcement Matrix is a software access-control function only. It is not a compliance audit, certification, inspection, verification, validation, approval, or assurance service of any kind, and is not held out as one.

(b) Absolute passivity — the Company reviews nothing. The Company conducts, and shall conduct, ZERO manual review, inspection, verification, validation, authentication, assessment, or approval of any document, certificate, record, image, expiry date, timestamp, declaration, or attestation uploaded to, entered into, or recorded within the Compliance Module by or on behalf of the Client. The Company:

(i) does not open, read, examine, or look at any document uploaded by the Client for any compliance purpose;

(ii) does not check any inputted expiry date against the document to which it purports to relate, against any register, or against anything else;

(iii) does not verify the authenticity, genuineness, provenance, currency, completeness, or sufficiency of any document or record;

(iv) does not assess whether any document satisfies any legal, regulatory, insurance, accreditation, or contractual requirement applicable to the Client; and

(v) does not approve, endorse, certify, clear, or pass any document, credential, vehicle, asset, or Operator, and holds no opinion whatsoever on any of them.

(c) Data provenance. As declared in Schedule 6 Part A, the Enforcement Matrix operates on three and only three classes of data:

(i) Tier 1A — Self-Certified Credentials. Data input by the Client, upon which the Platform relies exclusively, automatically, and without verification, question, or independent check of any kind. Clause 5.5 applies;

(ii) Tier 1B — Operator-Level Client-Approved Credentials. Data recorded and attested by a Client Admin through the Approval Workflow, upon which the Platform relies exclusively, automatically, and without verification, question, or independent check of any kind. Clause 5.6 applies. The Company is not a party to, and has no involvement in, any Client Approval; and

(iii) Tier 2 — Government-Sourced Credentials. Data retrieved and relayed from Government Data Sources operated by the DVSA and DVLA, in respect of which the Company acts as a mere conduit. Clause 5.7 applies.

(d) Permission is never clearance. The absence of a Compliance Suspension, Vehicle Lock, or Operator Lock does not constitute confirmation, certification, approval, or any representation whatsoever by the Company that the Client is compliant with AVRO requirements, PAS 43, its O-Licence conditions, LOLER, tachograph requirements, MOT, VED, driver licensing requirements, its insurance obligations, or any other legal or regulatory requirement.

The Platform permitting a vehicle, asset, or Operator to be deployed is not, and shall never be relied upon as, authority, clearance, verification, or approval to deploy that vehicle, asset, or Operator lawfully. This applies with equal and undiminished force where the permission arises from: a Client-inputted expiry date; a Client Approval recorded by a Client Admin; data relayed from a Government Data Source; or the mere recency of a Last DVLA Check Date. The Client remains solely and exclusively responsible for its own regulatory compliance at all times, entirely independently of what the Platform records, relays, permits, or displays.

(e) Built for the Company, not for the Client. The Enforcement Matrix, the Approval Workflow, and the Audit Log are provided as a commercial risk-management and record-keeping feature for the benefit of the Company, its wider client base, and End-Users. They are not provided as a compliance service, compliance system, or compliance assurance to the Client, and the Client shall not rely upon them as such.

(f) The tools are not a checklist of the law. The Compliance Module records the credentials enumerated in Schedule 6 and no others. The Company does not represent, and the Client shall not assume, that those credentials constitute a complete, sufficient, or current statement of the legal, regulatory, insurance, or accreditation requirements applicable to the Client's business. The Client's obligations extend beyond what the Platform records, and the Client alone is responsible for identifying and discharging them.

5.2 Monitored Compliance Credentials

The Enforcement Matrix monitors, at minimum, the Compliance Credentials set out below. The full enumeration, monitoring granularity, declared data source, and compliance mechanism for each credential is set out in Schedule 6 Part A, which forms part of this Agreement.

(a) Tier 1A — Self-Certified Credentials · Client Upload + Client-Inputted Date · Zero-Day Enforcement (Clauses 5.4, 5.5)

(b) Tier 1B — Operator-Level Client-Approved Credentials · Approval Workflow · Zero-Day Enforcement (Clauses 5.4, 5.6)

(c) Tier 2 — Government-Sourced Credentials · DVSA/DVLA Relay · Zero-Day Vehicle Lock (Clause 5.7)

(d) Variation of the Matrix

The Company reserves the right to add further Compliance Credentials to the Enforcement Matrix, to vary the scope or granularity of monitoring, to vary the Check Recency Period or the Tachograph Threshold Weight, to re-designate any credential between Tier 1A, Tier 1B, and Tier 2, or to change the declared mechanism or data source of any credential, on no less than 30 days' written notice to the Client, by updating Schedule 6 in accordance with Clause 15.3. Any change to a declared mechanism or data source shall be stated expressly in the updated Schedule 6. (This Clause 5.2(d) is referred to elsewhere in this Agreement as the variation right; where any provision refers to variation "under Clause 5.2(g)" or "under Clause 5.3", the reference shall be construed as a reference to this Clause 5.2(d).)

5.3 Tachograph Calibration — Default, Exemption Toggle, and Audit Log

(a) Default by gross vehicle weight. The Enforcement Matrix defaults to requiring and monitoring Tachograph Calibration in respect of every vehicle whose gross vehicle weight, as recorded by the Client, exceeds the Tachograph Threshold Weight of 3,500kg. Where a vehicle's recorded gross vehicle weight is 3,500kg or below, Tachograph Calibration monitoring is not applied by default, but the Client may elect to apply it under Clause 5.3(c).

The Client acknowledges that the Tachograph Threshold Weight is an operational configuration default adopted by the Company for the purposes of the Platform. It is not, and does not purport to be, a statement of the applicable statutory test. The scope of tachograph requirements depends upon the vehicle, the nature and purpose of the operation undertaken, the composition of any vehicle-and-trailer combination, and any applicable derogation or exemption — none of which the Company assesses, monitors, or advises upon. The Client alone is responsible for determining the true scope of tachograph requirements applicable to each of its vehicles and operations.

(b) The Tachograph Exempt toggle — active declaration only. The Compliance Module provides, in respect of each vehicle registered by the Client, a manual dashboard toggle by which the Client may actively declare that vehicle to be "Tachograph Exempt". Setting that toggle constitutes a Tachograph Exemption Declaration by the Client in respect of that vehicle. The toggle:

(i) defaults, for every vehicle with a recorded gross vehicle weight exceeding the Tachograph Threshold Weight, to "Tachograph Applicable";

(ii) is never set to Exempt by the Platform, and exemption is never inferred, presumed, or applied automatically by the Company from vehicle weight, class, body type, usage pattern, or any other datum; and

(iii) requires the Client to record a stated ground of exemption (free-text) at the point of declaration. The Company does not review, assess, verify, question, or advise upon any stated ground, which is recorded solely for the Client's own audit purposes, consistent with Clause 5.1(b).

(c) Voluntary opt-in for sub-threshold vehicles. The Client may, at its election, set the toggle to "Tachograph Applicable" in respect of any vehicle with a recorded gross vehicle weight of 3,500kg or below. The Client acknowledges that a vehicle at or below the Tachograph Threshold Weight may nonetheless fall within scope of tachograph requirements, including where the vehicle forms part of a combination whose aggregate weight exceeds the threshold, and that the default configuration will not monitor such a vehicle unless the Client positively elects otherwise under this Clause 5.3(c). The Company gives no prompt, warning, or indication that any such election may be required.

(d) Effect of a Tachograph Exemption Declaration. Where a Tachograph Exemption Declaration is in force for a vehicle, the Enforcement Matrix shall disapply Tachograph Calibration monitoring in respect of that vehicle only, such that no Vehicle Lock will be applied to that vehicle by reason of the absence or expiry of a Tachograph Calibration record. All other Tier 1A, Tier 1B, and Tier 2 monitoring continues to apply to that vehicle without modification.

(e) Client warranty and sole liability. The Client warrants, represents, and undertakes on a continuing basis that every Tachograph Exemption Declaration it makes is accurate, made in good faith on informed grounds, and correctly reflects the applicable statutory position for that vehicle and the operations for which it is deployed, and that it will withdraw the Declaration immediately upon the vehicle ceasing to be exempt, whether by reason of a change of vehicle, a change in the nature of its deployment, a change in combination, or a change in law. The Company does not monitor for, and will not detect, any such change.

The Client holds sole and exclusive liability for any false, inaccurate, or outdated Tachograph Exemption Declaration. The Company gives no warranty that any vehicle so declared is in fact exempt, and bears zero liability — in accordance with Clauses 2.3(o) and 5.10 — for any consequence of an incorrect Declaration, including any prohibition, prosecution, fixed penalty, Traffic Commissioner action, insurance repudiation, or O-Licence consequence arising from the deployment of a non-exempt vehicle without valid calibration where the Platform did not lock that vehicle by reason of the Client's own Declaration. The indemnity at Clause 2.6(f) applies.

(f) Audit Log. Every setting, amendment, and withdrawal of the toggle is recorded in the Audit Log in accordance with Clause 5.12, capturing the registration mark, the prior and new toggle state, the stated ground, the identity of the individual user account performing the action, and the date and time to the second.

5.4 Zero-Day Enforcement — Tier 1A and Tier 1B

Upon the expiry, lapse, staleness, revocation, or absence of any Tier 1A or Tier 1B Credential according to the data held within the Compliance Module, the Enforcement Matrix shall automatically and immediately:

(a) where the credential is fleet-level (for example AVRO membership, PAS 43, the O-Licence, or fleet-level insurances), suspend the Client's entire Dispatch Queue, such that no further recovery jobs — whether originating natively through the Platform or as Towpal Leads — are routed to, offered to, or capable of acceptance by the Client or any of its Operators;

(b) where the credential is asset-level or vehicle-level (for example a LOLER certificate attaching to a specific lifting item, a Tachograph Calibration attaching to a specific non-exempt vehicle, or vehicle-level insurance), apply a Vehicle Lock or asset restriction in respect of that asset or vehicle only, in accordance with the granularity declared in Schedule 6;

(c) where the credential is Operator-level (Tier 1B), apply an Operator Lock in respect of that Operator only; and

(d) attempt to issue an automated notification to the Client's registered account contact identifying the lapsed credential, subject in its entirety to Clause 5.8.

Zero-day enforcement is strict. No grace period, tolerance window, transitional period, advance warning obligation, or discretionary override applies, and none shall be implied. Suspension takes effect at the moment of expiry, lapse, staleness, revocation, or absence irrespective of the time of day, the day of the week, or whether the Client has any live or in-progress job at that time.

5.5 Tier 1A — Self-Certification and Blind Reliance

This Clause governs the Company's treatment of Self-Certified Credentials in its entirety.

(a) The mechanism. For each Tier 1A Credential, the Client: (i) uploads a document file to the Compliance Module; and (ii) inputs an expiry date. Nothing further is required, and nothing further occurs.

(b) The document is stored, never read. The uploaded file is stored as an inert record for the Client's own convenience and audit purposes. It is not read, opened, examined, parsed, extracted, checked, or looked at by the Company or by the Enforcement Matrix for any purpose whatsoever. The Company does not know, and has no means of knowing, what any uploaded file contains, whether it is genuine, whether it is legible, whether it relates to the credential claimed, whether it relates to the Client at all, or whether it is a document of any kind.

(c) Blind reliance on the inputted date. The Enforcement Matrix operates exclusively upon the expiry date inputted by the Client, and upon nothing else. The Company:

(i) relies upon that inputted date absolutely, automatically, and without verification, question, cross-check, or independent enquiry of any kind;

(ii) does not compare the inputted date against the uploaded document, against any register, or against any other source;

(iii) has no knowledge of, and no means of discovering, whether the inputted date is true, false, mistaken, mis-keyed, fabricated, or fraudulent; and

(iv) applies the inputted date as fact for enforcement purposes regardless of its truth.

The Client acknowledges that the inputted date is the sole operative datum, that a false date will produce a false enforcement outcome, and that the Company will neither detect nor prevent this.

(d) Client warranty — accuracy of self-certified data. The Client warrants, represents, and undertakes on a continuing basis throughout the Subscription Term that:

(i) every expiry date it inputs is true, accurate, and current, and corresponds exactly to the expiry date of a genuine, subsisting, and valid credential actually held by the Client;

(ii) every document it uploads is genuine, authentic, unaltered, and relates to the credential and the entity claimed;

(iii) it holds, and will continue to hold, every credential it records, irrespective of what the Compliance Module contains; and

(iv) it will correct any inputted date immediately upon becoming aware of any inaccuracy, and will update the Compliance Module immediately upon the expiry, suspension, revocation, curtailment, cancellation, or repudiation of any credential, whether or not the inputted expiry date has been reached and whether or not any Courtesy Attempt has been made or received.

(e) False entry is a material breach. Any false, fabricated, forged, altered, backdated, post-dated, knowingly inaccurate, or recklessly inaccurate entry of an expiry date, and any upload of a forged, altered, or non-genuine document, constitutes a MATERIAL BREACH of this Agreement, entitling the Company to terminate immediately and without a cure period under Clauses 11.1(h) and 11.2, and to exercise every remedy available to it at law or in equity.

(f) Full indemnity. The Client shall fully and effectively indemnify, defend, and hold harmless the Company, its directors, officers, employees, contractors, and agents against any and all third-party claims, actions, proceedings, losses, damages, costs, expenses (including legal fees on a solicitor-and-client basis), fines, penalties, and liabilities of any nature arising out of or in connection with any false, inaccurate, incomplete, expired, forged, or misleading expiry date or document recorded by or on behalf of the Client — including without limitation any claim, action, or proceeding brought against the Company by any End-User, insurer, regulator, Traffic Commissioner, enforcement authority, motor club, contracting counterparty, or other third party who suffers loss, or takes action, in reliance upon or in consequence of the Client having been permitted to operate through the Platform on the strength of that entry. This indemnity is in addition to and does not limit the indemnity at Clause 2.6, and survives termination.

(g) No detection, no duty to detect. For the avoidance of all doubt, the Company owes no duty — in contract, tort, or otherwise — to detect, identify, question, investigate, or act upon any false or inaccurate entry, and no such duty shall be implied from the existence of the Compliance Module, the Approval Workflow, the Enforcement Matrix, the Audit Log, any Courtesy Attempt, or any right reserved under Clause 5.9(d).

5.6 Tier 1B — The Approval Workflow and the Client's 100% Validation Liability

This Clause governs the Company's treatment of Operator Documents and the Approval Workflow in its entirety.

(a) What the Approval Workflow is. The Compliance Module provides the Client with workflow tools — a "digital clipboard" — enabling a Client Admin to view, record, approve, reject, revoke, and re-approve the Client's own Operators' Operator Documents, and to record associated expiry dates.

(b) What the Approval Workflow is not. The Approval Workflow is a record-keeping and administrative convenience made available to the Client for the Client's own internal use. It is not:

(i) an approval, vetting, screening, or verification service provided by the Company;

(ii) a representation that the Company has reviewed, seen, checked, or formed any view on any Operator Document, any Operator, or any Client Approval;

(iii) a statement of the legal, regulatory, insurance, or accreditation requirements applicable to the Client's Operators, or a complete or sufficient checklist of them (Clause 5.1(f) applies); or

(iv) any assumption by the Company of any responsibility for the competence, entitlement, honesty, identity, right to work, or fitness to drive of any Operator.

(c) The Company's absolute non-involvement. The Company plays no part in any Client Approval. The Company:

(i) does not view, open, read, examine, or look at any Operator Document for any purpose;

(ii) does not review, assess, verify, authenticate, or check any Operator Document, or any expiry date recorded against it;

(iii) does not approve, reject, endorse, clear, or pass any Operator Document or any Operator, and holds no view whatsoever on any of them;

(iv) does not vet, screen, or assess any Operator, and is not an employment agency, employment business, vetting service, or screening service; and

(v) does not select, appoint, authorise, control, supervise, direct, or instruct any Client Admin, each of whom is appointed, authorised, controlled, and supervised solely by the Client and acts solely as the Client's representative.

(d) What clicking "Approve" means — the Client's attestation. A Client Approval is an attestation by the Client, made by the Client's own representative, in the Client's own account, applying the Client's own criteria. It is not, and shall never be construed as, an approval granted by, endorsed by, participated in by, or known to the Company.

When a Client Admin records a Client Approval in respect of an Operator Document, the Client thereby attests, warrants, and represents that:

(i) an appropriately competent and authorised person appointed by the Client has actually examined the relevant Operator Document;

(ii) that person has satisfied themselves that the Operator Document is genuine, authentic, unaltered, current, and valid, and that it relates to the Operator against whom it is recorded;

(iii) the expiry date recorded is true and accurate and corresponds exactly to the expiry date of that genuine document;

(iv) the Client has applied its own criteria and its own independent judgement in determining that the Operator Document is sufficient for the Client's purposes and for the deployment of that Operator; and

(v) the Client has satisfied itself independently of the Platform that the Operator holds every credential, entitlement, and qualification required by law, by the Client's insurers, by the Client's O-Licence undertakings, and by the Client's own contracts, whether or not that credential is recorded within the Compliance Module.

(e) The Client assumes 100% liability for the validation. Upon a Client Admin recording a Client Approval, the Client — in its capacity as employer or engager of the Operator, and as Data Controller — assumes ONE HUNDRED PERCENT (100%) of the legal liability for that validation, and for every consequence flowing from it. The Client acknowledges and agrees that:

(i) the validation is the Client's act alone. The Company neither performs it, participates in it, contributes to it, reviews it, nor has any knowledge of it;

(ii) the Company assumes ZERO liability — whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise — where a Client Admin records a Client Approval in respect of an Operator Document which is forged, counterfeit, altered, expired, invalid, revoked, suspended, fraudulent, belongs to another person, or is in any way defective, insufficient, or misleading;

(iii) the Company assumes ZERO liability for the deployment of any Operator who — notwithstanding a subsisting Client Approval — is disqualified, unlicensed, without appropriate entitlement, without valid CPC, without right to work, incompetent, dishonest, impersonating another person, or otherwise unfit to drive or work; and

(iv) the Enforcement Matrix will not, and cannot, detect any of the matters at (ii) or (iii). It reads only the fact of a subsisting Client Approval and the Client-inputted expiry date. A green, approved, or unrestricted status in respect of an Operator means only that a Client Admin clicked a button and typed a date. It means nothing else, and the Client shall not treat it as meaning anything else.

(f) Full indemnity — Client Approvals. The Client shall fully and effectively indemnify, defend, and hold harmless the Company, its directors, officers, employees, contractors, and agents against any and all third-party claims, actions, proceedings, losses, damages, costs, expenses (including legal fees on a solicitor-and-client basis), fines, penalties, and liabilities of any nature arising out of or in connection with any Client Approval, including without limitation any claim arising from the approval of a forged, expired, invalid, or defective Operator Document, or from the deployment of an unfit, unlicensed, or disqualified Operator in respect of whom a Client Approval subsisted. This indemnity is in addition to and does not limit the indemnities at Clauses 2.6 and 5.5(f), and survives termination.

(g) The Client's continuing obligation to act. The Client acknowledges that a Client Approval is a point-in-time attestation and that circumstances change. The Client shall:

(i) revoke a Client Approval immediately upon becoming aware of any matter rendering the underlying Operator Document invalid, or the Operator unfit, unlicensed, disqualified, or otherwise unsuitable; and

(ii) immediately deactivate, suspend, or remove that Operator from the Platform by its own action, and stand that Operator down from all duties.

The Platform will not do this, cannot do this, and must never be relied upon to do this. The Company does not monitor for, and will not detect, any change in any Operator's circumstances.

(h) Audit Log. Every Client Approval, rejection, revocation, and re-approval — recording the Operator, the document type, the identity of the Client Admin, and the date and time to the second — is recorded in the Audit Log in accordance with Clause 5.12. The Client acknowledges that the Audit Log is conclusive evidence of who attested to what, and when.

(i) Prohibited content. The Client shall not record, upload, or store within the Approval Workflow any material prohibited by Clause 14.2(f), including any DVLA check code, outcome flag, fitness determination, driving offence record, endorsement code, penalty point count, disqualification particular, or conviction detail. The digital clipboard is for documents evidencing entitlement and qualification. It is not, and shall not be used as, a repository for driving records or offence data. Clause 14.2(f)(i) to (iii) and the indemnity at Clause 2.6(i) apply to any breach.

5.7 Tier 2 — MOT and Road Tax: Government Data Source Relay

(a) Vehicle Lock at zero days. If a Tier 2 Credential is not renewed, and that renewal is not reflected in the relevant Government Data Source, by the expiry date indicated by that source, the Enforcement Matrix shall, on the day of expiry and at zero days, automatically apply a Vehicle Lock to that vehicle. A locked vehicle cannot be selected by any Operator, cannot be assigned to or accept any job (whether native or a Towpal Lead), and remains locked until resolved under Clause 5.9.

The Vehicle Lock operates automatically and unconditionally at zero days regardless of whether any Courtesy Attempt was generated, issued, transmitted, delivered, received, opened, read, understood, or acted upon, and regardless of whether any Courtesy Attempt was made at all.

(b) Vehicle-level only. A Vehicle Lock under this Clause restricts the affected vehicle only and does not of itself suspend the Dispatch Queue. The Company reserves the right, where a majority of the Client's recorded fleet is subject to concurrent Vehicle Locks, to treat the position as a fleet-level suspension.

(c) Government Data Source — express disclaimer. MOT and VED status are retrieved from Government Data Sources operated by the DVSA and DVLA respectively, in respect of which the Company acts as a mere conduit and relay. Accordingly:

(i) the Company does not generate, own, control, verify, audit, correct, or warrant any such data, and gives no warranty or representation as to its accuracy, completeness, currency, timeliness, or availability;

(ii) such sources are maintained by third-party public bodies wholly outside the Company's control, and are subject to error, omission, mis-keying, registration-mark mismatch, latency between a real-world event and its appearance on the register, scheduled and unscheduled downtime, rate limiting, interface change, deprecation, and withdrawal;

(iii) the Company bears zero liability, howsoever arising, for any error, inaccuracy, omission, staleness, delay, outage, unavailability, or change in any Government Data Source, and for any Vehicle Lock applied, or not applied, in consequence — including without limitation (A) a Vehicle Lock applied to a vehicle whose MOT or VED was in fact valid and current, because the register had not yet updated or was in error; and (B) the absence of a Vehicle Lock on a vehicle whose MOT or VED had in fact expired, because the register indicated otherwise, was stale, or was unavailable;

(iv) the Client acquires no defence, and is relieved of no obligation, by reason of a Government Data Source indicating a vehicle to be compliant. Clause 5.1(d) applies with full force. The Client remains solely responsible for ensuring that every deployed vehicle holds a current MOT and valid VED irrespective of what the Platform relays or permits; and

(v) where a Government Data Source is unavailable, the Platform may, at the Company's sole discretion, retain the last-known status or apply a precautionary Vehicle Lock. The Company bears no liability for either outcome, and the Client shall have no claim in respect of a precautionary lock.

5.8 Courtesy Attempts — All Credentials

This Clause applies to every Compliance Credential monitored by the Enforcement Matrix, whether Tier 1A, Tier 1B, or Tier 2.

(a) Attempted courtesy behaviour — system configuration, not obligation. The Platform is configured to attempt to generate and issue Courtesy Attempts — comprising attempted user-interface banners displayed within the Compliance Module dashboard and attempted email notifications to the Client's registered account contact — at intervals of approximately thirty (30), fourteen (14), and seven (7) days prior to the expiry date applicable to a Compliance Credential, and to attempt to repeat such indications at intervals determined by the Company in its sole discretion through to expiry.

This Clause 5.8(a) is a description of an attempted courtesy automated system behaviour. It is expressly NOT, and shall in no circumstances be construed as, a warranty, undertaking, guarantee, representation, promise, assurance, service level, or contractual obligation of any kind on the part of the Company to generate, display, issue, transmit, deliver, or successfully communicate any warning, banner, or notification whatsoever. The Company owes NO DUTY TO WARN. This Clause is subject in its entirety, and without qualification or exception, to Clause 5.8(e).

(b) Source of the warning date. The Client acknowledges that, for Tier 1A and Tier 1B Credentials, any Courtesy Attempt is calculated from the expiry date the Client itself inputted. A Courtesy Attempt is therefore only ever as accurate as the Client's own data entry. Where the Client has inputted an incorrect date, any Courtesy Attempt will be issued at an incorrect time, or not at all, and the resulting enforcement outcome will follow the inputted date and not the truth. The Company bears no liability for this, in accordance with Clauses 5.5(c) and 5.10(f).

(c) Recipients. Courtesy Attempts are configured to be directed to the Client's registered account contact and, where the Client has so configured the Platform, to relevant Client Admins and to Operators. The Client is solely responsible for maintaining accurate, current, and monitored registered contact details at all times, and accurate vehicle registration marks, and for ensuring that any mailbox to which Courtesy Attempts are directed is actually read.

(d) Zero-day lock applies regardless. The zero-day Compliance Suspension, Vehicle Lock, or Operator Lock provided for at Clauses 5.4 and 5.7(a) operates automatically and unconditionally upon expiry, and does so regardless of whether any Courtesy Attempt was generated, displayed, transmitted, delivered, received, opened, read, understood, or acted upon, and regardless of whether any Courtesy Attempt was made at all. The operation of the lock is not conditional upon, and is in no way qualified, deferred, or suspended by, the attempted courtesy behaviour described at Clause 5.8(a).

(e) Maximal disclaimer — generation, display, transmission, delivery, receipt, and reading. Notwithstanding Clause 5.8(a), and to the fullest extent permitted by applicable law:

(i) the Company gives no warranty, representation, guarantee, undertaking, assurance, or promise of any kind, express or implied, that any Courtesy Attempt will be generated, triggered, calculated, composed, rendered, displayed, queued, transmitted, dispatched, routed, delivered, received, opened, read, understood, or acted upon, whether at all, at any particular time, on any particular date, at any particular interval, by any particular channel, or to any particular recipient. The Company does not guarantee generation. The Company does not guarantee display. The Company does not guarantee transmission. The Company does not guarantee delivery. The Company does not guarantee receipt. The Company does not guarantee reading.

(ii) the Client acknowledges that the generation and delivery of a Courtesy Attempt depends upon a chain of matters substantially or wholly outside the Company's control, including without limitation: the accuracy of the expiry date the Client itself inputted; the availability, accuracy, and latency of any Government Data Source; the correctness and currency of the vehicle registration marks recorded by the Client; the correctness, currency, and monitoring of the Client's registered contact details; the Client's own email, mail-server, mailbox, storage-quota, filtering, quarantine, and spam configuration; carrier, network, and deliverability conditions; browser, session, cache, and rendering behaviour affecting the display of any user-interface banner; whether any Client Admin logs in at all; device settings, notification permissions, do-not-disturb states, battery-optimisation behaviour, application uninstallation, and operating-system restrictions; staff turnover, absence, and mailbox monitoring practices at the Client; and any general network, hosting, or third-party service failure;

(iii) no failure, defect, delay, non-generation, non-display, non-delivery, mis-delivery, partial delivery, or complete absence of any Courtesy Attempt shall: (A) give rise to any liability on the part of the Company of any kind; (B) postpone, defer, suspend, invalidate, or provide grounds to reverse any Compliance Suspension, Vehicle Lock, or Operator Lock; (C) constitute a breach of this Agreement or of any duty owed by the Company; (D) constitute a defence, excuse, mitigation, or answer to any lock or to any consequence flowing from it, including any consequence under Clauses 4.3(f), 5.10, 5.11, or 7.5; or (E) found any claim in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise;

(iv) the Client acknowledges that it has not entered into this Agreement in reliance upon the attempted courtesy behaviour described at Clause 5.8(a), that the availability of that behaviour formed no part of the consideration for the Fees, and that it would have entered into this Agreement on identical terms had that behaviour not existed; and

(v) the Company may modify, suspend, degrade, reduce, re-interval, or discontinue the Courtesy Attempt behaviour described at Clause 5.8(a), in whole or in part, at any time and without notice, consultation, or liability, without prejudice to the continued operation of the zero-day locks at Clauses 5.4 and 5.7(a).

(f) The burden does not move. Courtesy Attempts are a discretionary convenience only and do not transfer to the Company any part of the Client's obligation to monitor, renew, and maintain its own Compliance Credentials, or to monitor the recency of every Operator's Last DVLA Check Date. The burden of monitoring the currency of its own Compliance Credentials rests entirely and exclusively with the Client. The Company has no obligation to warn, and the Client shall not rely on being warned.

5.9 Lifting a Compliance Suspension, Vehicle Lock, or Operator Lock

(a) Tier 1A. A suspension or lock arising from a Self-Certified Credential lifts automatically upon the Client uploading a replacement document and inputting a new expiry date bearing a future date. The Company does not review the replacement document or check the new date — Clauses 5.5(b) and 5.5(c) apply identically to any renewal. The lock lifts because a future date has been inputted, and for no other reason.

(b) Tier 1B. An Operator Lock arising from an Operator Document lifts automatically upon a Client Admin recording a fresh Client Approval with a future expiry date. Clause 5.6(d) applies identically to any re-approval, and the Client's attestation and 100% liability attach afresh. An Operator Lock arising from a Stale Check lifts upon the Client recording a new last_dvla_check_date within the Check Recency Period, in accordance with Clause 5.13. The Client warrants that it will not record a Last DVLA Check Date in respect of a check it has not actually performed.

(c) Tier 2. A Vehicle Lock arising from a Government-Sourced Credential lifts automatically upon the relevant Government Data Source reflecting a renewed status for that vehicle. The Client acknowledges that this is subject to the update cycle, processing time, and availability of the DVSA or DVLA (as applicable), for which the Company accepts no responsibility whatsoever, and that a lock may accordingly persist after the Client has in fact renewed the credential in the real world.

(d) Fraud response — a right, not a review, and not a duty. The Company reserves the right, at its absolute discretion, to suspend, lock, or decline to lift any suspension or lock, and to require the Client to produce evidence, where the Company forms a suspicion that any entry, document, date, or Client Approval is fraudulent, forged, or knowingly false. The Client acknowledges and agrees that this right:

(i) exists solely for the protection of the Company's own commercial, reputational, and legal interests, and for the protection of End-Users and the Company's wider client base. It is not a service provided to the Client and confers no benefit on the Client;

(ii) is not, and shall never be construed as, a review, verification, validation, audit, or check of any document, date, or approval, and does not qualify, dilute, or create any exception to Clause 5.1(b), Clause 5.5(c), or Clause 5.6(c);

(iii) is exercisable only if, when, and to the extent the Company chooses, in its absolute discretion. The Company is under NO DUTY — in contract, tort, or otherwise — to form any suspicion, to look for any fraud, to investigate any matter, or to exercise this right at all, and no such duty shall be implied from the existence of this Clause 5.9(d), from any prior exercise of the right, or from any failure to exercise it;

(iv) creates no expectation, course of dealing, or precedent. Exercise on one occasion imports no obligation to exercise on any other, in accordance with Clause 15.4; and

(v) carries zero liability for the Company — for exercising this right, for declining to exercise it, for exercising it wrongly, or for failing to detect any fraud whatsoever.

Where the Company exercises this right and the Client submits evidence, the Client warrants the accuracy of that evidence, the exercise is recorded in the Audit Log, and Clauses 2.6(f) and 5.10 apply.

(e) General. The Client further acknowledges that: (i) reinstatement may be subject to a reasonable processing interval following upload or data refresh, and the Company gives no warranty as to the speed of reinstatement; and (ii) no compensation, credit, or make-good in respect of leads, jobs, or revenue foregone during any suspension or lock shall be due, and any leads arising within the Assigned Territory during a fleet-level suspension are irretrievably lost.

5.10 Zero Liability for Loss of Earnings and Operational Downtime

The Client expressly acknowledges and irrevocably agrees that the Company shall bear absolutely no liability of any kind — whether in contract, tort (including negligence), breach of statutory duty, restitution, or otherwise — for any loss whatsoever arising from or in connection with any Compliance Suspension, Vehicle Lock, or Operator Lock, whether arising under Clause 5.4, 5.7, or 5.13, including without limitation:

(a) lost earnings, lost revenue, lost profit, or lost margin;

(b) lost jobs, lost Towpal Leads, or lost dispatch opportunities within the Assigned Territory during the period of suspension or lock;

(c) operational downtime, idle driver, Operator, vehicle, or equipment cost;

(d) loss of business, goodwill, reputation, or commercial opportunity;

(e) any breach by the Client of any contract with any third party — including any motor club, insurer, police recovery contract, main dealer, or End-User — arising from the Client's inability to accept, attend, or complete a job during any suspension or lock, and any liquidated damages, service credits, penalties, or contract termination suffered by the Client in consequence;

(f) any loss arising where the suspension or lock was triggered by an inaccurate, incomplete, mis-keyed, or out-of-date expiry date inputted by or on behalf of the Client, including where the underlying credential was in fact valid and current at the relevant time;

(g) any loss arising where the suspension or lock was triggered by the absence, lapse, or revocation of a Client Approval, including where the underlying Operator Document was in fact valid and current and the Client Admin had simply not recorded an approval;

(h) any loss arising where a Vehicle Lock was triggered, or not triggered, by reason of any error, inaccuracy, omission, staleness, delay, outage, or unavailability of a Government Data Source, in accordance with Clause 5.7(c);

(i) any loss arising from the absence, failure, non-generation, non-display, or non-delivery of any Courtesy Attempt, in accordance with Clause 5.8(e);

(j) any loss arising from an incorrect Tachograph Exemption Declaration made by the Client, in accordance with Clause 5.3(e); and

(k) any loss arising from an Operator Lock triggered by a Stale Check, including where the Operator's driving record was in fact clear and the Client had simply not recorded a current Last DVLA Check Date.

No MRR Fee, Exclusivity Premium, Prepaid Territory Fee, or other Fee shall be refunded, reduced, waived, credited, or abated in respect of any period during which any Compliance Suspension, Vehicle Lock, or Operator Lock is in force. The Client remains liable for all Fees falling due throughout any such period, and no extension of any Multi-Year Term shall be granted on account of any such period.

5.11 Prolonged Compliance Suspension — Exclusivity Forfeiture and Termination

The Client acknowledges that a Compliance Suspension has consequences beyond the suspension itself:

(a) Volume Impact — no job can be completed during a fleet-level Compliance Suspension, because no job can be dispatched. The Client accepts that a Compliance Suspension is therefore likely to cause it to fail its Minimum Operational Volume, and that such failure shall be treated as a failure in the ordinary course under Section 7 without any allowance, adjustment, or excuse on account of the suspension;

(b) Exclusivity Forfeiture — where a fleet-level Compliance Suspension remains in force for a continuous period of [14] calendar days, the Company shall be entitled, at its sole discretion and upon written notice, to revoke the Client's Exclusive Territory Rights, releasing the Assigned Territory and its associated Towpal Lead routing to the open market, without any obligation to compensate the Client and without refund of any Exclusivity Premium; and

(c) Event of Default — where a fleet-level Compliance Suspension remains in force for a continuous period of [30] calendar days, or where the Client records any falsified, forged, or knowingly inaccurate Compliance Data or Client Approval at any time, this shall constitute an Event of Default under Clause 11.1(g) or 11.1(h) as applicable, entitling the Company to terminate this Agreement in accordance with Section 11.

5.12 The Audit Log

(a) Scope. The Compliance Module maintains an append-only, tamper-evident Audit Log recording, in respect of each of the following actions: (i) the identity of the individual user account performing it; (ii) the date and time to the second; and (iii) the substance of the action:

— every input, amendment, or correction of any expiry date (Tier 1A and Tier 1B), capturing the prior and new value;

— every document upload, replacement, or deletion;

— every Client Approval, rejection, revocation, and re-approval recorded through the Approval Workflow, capturing the Operator, the document type, and the identity of the Client Admin;

— every setting, amendment, or withdrawal of the Tachograph Exempt toggle, capturing the registration mark, the prior and new state, and the stated ground;

— every entry or amendment of a last_dvla_check_date;

— every exercise of the right reserved at Clause 5.9(d), and any evidence submitted in response; and

— every Compliance Suspension, Vehicle Lock, and Operator Lock applied and lifted, and the triggering datum.

(b) Unalterable. The Audit Log cannot be edited, overwritten, suppressed, or deleted by the Client, and any attempt to do so constitutes a material breach under Clause 3.2(h) and an Event of Default under Clause 11.1(h).

(c) Conclusive evidence. The Audit Log shall be the definitive and conclusive evidence of who recorded what, who approved what, and when, in any dispute, investigation, or proceeding, absent manifest error.

(d) Retention and production. The Company shall retain the Audit Log for the duration of the Subscription Term and for [6] years thereafter, and may produce it to any regulator, court, insurer, or enforcement authority upon lawful request without the Client's further consent.

(e) Not a monitoring undertaking. The Client acknowledges that the Audit Log is a passive record. The Company does not review, monitor, analyse, or act upon it, owes no duty to do so, and no such duty shall be implied from its existence. Clause 5.5(g) applies.

5.13 Driver Licence Compliance — Process-Only Enforcement on Check Recency

(a) The Platform processes a date, and nothing else. The Compliance Module records against each Operator a Last DVLA Check Date — a timestamp only, denoting the date on which the Client last independently reviewed that Operator's driving licence record via the DVLA Portal. The Platform holds no other information whatsoever relating to any Operator's driving record.

For the avoidance of all doubt, and by design, the Platform does not hold, receive, request, store, process, or have any visibility of: any DVLA check code; any pass, fail, or other outcome flag; any assessment, determination, or record of fitness to drive; any endorsement, endorsement code, or offence record; any penalty point count; any disqualification particular; any conviction detail; or any offence narrative. The Last DVLA Check Date records that a process occurred. It records no outcome of any kind.

(b) The Company performs no part of the check. The Company does not access the DVLA Portal, holds and uses no check code, does not view, retrieve, or receive any driving licence record, does not assess, interpret, score, or evaluate any driving record, and does not determine — and holds no view on — whether any Operator is fit to drive. The Company is not a licence-checking bureau and does not hold itself out as one.

(c) The Client is the sole Controller and sole checker. The Client acknowledges and agrees that it alone, as Data Controller:

(i) is responsible for obtaining each Operator's consent and check code as required, for accessing the official DVLA Portal, and for reviewing that Operator's physical driving licence record — including any endorsement, penalty point, disqualification, restriction, or entitlement limitation disclosed by it;

(ii) is responsible for determining, documenting, and applying its own fitness-to-drive criteria to that record, and for acting upon that determination, including by standing an Operator down, restricting their duties, revoking their Client Approval, or removing them from the Platform entirely;

(iii) is responsible for recording the Last DVLA Check Date within the Compliance Module promptly following each such review, and for retaining all check outcomes within its own systems, outside the Platform; and

(iv) is responsible for repeating that review at intervals no less frequent than the Check Recency Period, and more frequently where its own risk assessment, its insurers, its O-Licence undertakings, or applicable law so require.

(d) Enforcement is on recency alone. The Enforcement Matrix monitors the Last DVLA Check Date as a Tier 1B Credential and applies an Operator Lock, automatically and at zero days in accordance with Clause 5.4, where:

(i) the elapsed period since the recorded Last DVLA Check Date exceeds the Check Recency Period of six (6) months, such that the record becomes a Stale Check; or

(ii) no Last DVLA Check Date has been recorded for that Operator at all.

A Stale Check is an administrative condition. It denotes only that a required process is overdue. It is not, and shall not be represented, construed, or communicated by the Client as, any adverse finding, allegation, inference, or suggestion regarding the affected Operator's driving record, conduct, or fitness to drive.

(e) The critical limitation — the Platform does not know whether the driver is fit. The Client expressly acknowledges and agrees that:

(i) a current Last DVLA Check Date means only that the Client says a check was performed within the last six months. It means nothing else. It is not, and shall never be relied upon as, an indication that the check was actually performed, that it was performed competently, that the record was clear, that the Operator holds valid entitlement, that the Operator is not disqualified, or that the Operator is fit to drive;

(ii) the Enforcement Matrix will NOT apply an Operator Lock to an Operator whom the Client has checked and found to be disqualified, endorsed, unlicensed, or otherwise unfit, because that Operator's Last DVLA Check Date will be current and their Client Approval will subsist. The Platform has no knowledge of the outcome of any check and is structurally incapable of enforcing upon it;

(iii) it is therefore the Client's absolute and non-delegable responsibility, upon identifying any adverse matter in any Operator's licence record, to revoke that Operator's Client Approval and immediately deactivate, suspend, or remove that Operator from the Platform by its own action, in accordance with Clause 5.6(g), and to stand that Operator down from all duties. The Platform will not do this, cannot do this, and must never be relied upon to do this; and

(iv) the Company accordingly bears zero liability — in accordance with Clauses 2.3(d), 2.3(g), 2.3(h), 2.3(r), and 5.10 — for the deployment of any Operator who is disqualified, unlicensed, without appropriate entitlement, or otherwise unfit to drive, whether or not that Operator's Last DVLA Check Date was current, whether or not a Client Approval subsisted, and whether or not the Platform permitted their deployment. The indemnities at Clauses 2.6(g) and 5.6(f) apply.

(f) No inference from a lock. Because enforcement operates solely on the age of a timestamp, an Operator Lock arising under this Clause 5.13 discloses nothing about that Operator save that an administrative check is overdue. The Client shall not represent otherwise to any Operator, insurer, regulator, or third party.

5.14 Client Warranties Regarding Compliance Data

The Client warrants, represents, and undertakes on a continuing basis throughout the Subscription Term that:

(a) every Compliance Credential, inputted expiry date, calibration record, certificate, timestamp, declaration, Client Approval, and document recorded within the Compliance Module is true, accurate, complete, current, authentic, and not misleading at the time of recording;

(b) it will update the Compliance Module immediately upon becoming aware of the expiry, suspension, revocation, curtailment, cancellation, or repudiation of any Compliance Credential, whether or not the inputted expiry date has been reached, whether or not any Government Data Source reflects the change, and whether or not any Courtesy Attempt has been made or received;

(c) it holds, and will continue to hold, all Compliance Credentials required by law or by its own regulators, insurers, and accreditation bodies, irrespective of what the Compliance Module records, relays, or permits;

(d) every Tachograph Exemption Declaration it makes is accurate and made in good faith on informed grounds, in accordance with Clause 5.3(e);

(e) every Client Approval recorded by a Client Admin is made in accordance with, and satisfies in full, the attestation at Clause 5.6(d);

(f) every Last DVLA Check Date it records corresponds to a review of that Operator's licence record via the DVLA Portal actually performed by the Client on that date, in accordance with Clause 5.13;

(g) it will not deploy, and will not permit any Operator to deploy, any vehicle subject to a Vehicle Lock, any Operator subject to an Operator Lock, or any asset subject to an asset restriction, on any job — whether or not that job was obtained through the Platform;

(h) it will not deploy any vehicle lacking a current MOT or valid VED, notwithstanding that the Platform has not applied a Vehicle Lock to that vehicle;

(i) it will not deploy any Operator who is disqualified, unlicensed, without appropriate entitlement or CPC, without right to work, impersonating another person, or otherwise unfit to drive or work, notwithstanding that the Platform has not applied an Operator Lock to that Operator and notwithstanding any subsisting Client Approval, in accordance with Clauses 5.6(e) and 5.13(e); and

(j) it has obtained all necessary consents, notices, and lawful bases required to record Operator Data, Operator Documents, Licence Check Recency Data, tachograph card data, camera verification captures, and Walkaround Records within the Platform, in accordance with Section 14, and it has not recorded any check code, outcome flag, fitness determination, or offence detail in breach of Clause 14.2(f).

Breach of any warranty in this Clause 5.14 shall constitute a material breach of this Agreement.

SECTION 6 — THE MONOPOLY TRAPDOOR: PAYMENT DEFAULT, STRIPE FAILURE, AND TERRITORY FORFEITURE

6.1 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 and upon the Client maintaining a functioning Connected Stripe Account. Exclusivity is not a vested right; it is a privilege maintained by continued good standing.

6.2 Immediate Forfeiture on Payment Default

In the event that the Client's MRR Fee payment fails, is declined, is charged back, is reversed, or remains unpaid for more than [3] calendar days beyond its due date — including where such failure arises from a decline, dispute, reversal, freeze, or other event affecting the Client's payment method or Connected Stripe Account — 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.

6.3 Stripe Connect Onboarding Failure

Where the Client:

(a) fails to complete Stripe Connect onboarding and verification to the Company's technical requirements within [14] days of the Effective Date;

(b) fails Stripe's KYC, AML, or identity verification requirements at any time;

(c) has its Connected Stripe Account rejected, restricted, frozen, reserved, suspended, or terminated by Stripe for any reason; or

(d) fails to maintain a valid, verified Connected Stripe Account capable of receiving payouts throughout the Subscription Term,

then the Client's Exclusive Territory Rights shall be immediately forfeit in accordance with Clause 6.2, and the circumstance shall additionally constitute an Event of Default under Clause 11.1(b), entitling the Company to terminate in accordance with Section 11.

6.4 Reinstatement

Following a forfeiture under Clause 6.2 or 6.3, the Company may, entirely at its discretion, offer to reinstate Exclusivity to the Client upon settlement of all outstanding Fees, restoration of a compliant Connected Stripe Account, 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.

6.5 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 6.

6.6 Application to Multi-Year Terms

For the avoidance of doubt, this Section 6 applies with full force to a Client on a prepaid Multi-Year Term. Where a Multi-Year Term Client's Connected Stripe Account fails within the meaning of Clause 6.3, Exclusivity is forfeit notwithstanding that the Prepaid Territory Fee has been paid, and the refund position is governed exclusively by Clause 9.8.

SECTION 7 — MINIMUM OPERATIONAL VOLUME AND ANTI-SQUATTING PROVISION

7.1 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.

7.2 Zero or Negligible Activity — Anti-Squatting

The Client acknowledges that the Software Monopoly model depends upon licensed territories being actively worked. Where the Client registers zero completed jobs, or a volume of completed jobs falling below the Minimum Operational Volume specified in Schedule 2, within its Assigned Territory, the Client is treated as squatting on that territory and the remedies at Clause 7.4 apply.

7.3 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 7.4.

7.4 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 11 or Section 12, as applicable.

7.5 No Allowance for Compliance Suspension, Vehicle Lock, or Operator Lock

The Client expressly acknowledges that any period during which its Dispatch Queue is subject to a Compliance Suspension, or during which any of its vehicles or Operators are subject to a Vehicle Lock or Operator Lock, under Section 5 shall be counted in the ordinary course for the purposes of this Section 7. No adjustment, extension, allowance, tolerance, or excuse shall be granted in respect of a failure to meet the Minimum Operational Volume caused in whole or in part by any such suspension or lock, whether or not the underlying credential lapse was inadvertent, whether or not any Courtesy Attempt was generated, displayed, or delivered, and whether or not the lock arose from Government Data Source error.

7.6 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 and data reflecting periods of Compliance Suspension, Vehicle Lock, and Operator Lock — shall constitute the definitive measure of operational volume for the purposes of this Section 7 and shall prevail in any dispute, absent manifest error.

7.7 No Entitlement to Refund

Subject only to Clause 9.8, no refund of any Exclusivity Premium, MRR Fee, or Prepaid Territory Fee shall be due to the Client upon revocation of Exclusivity under this Section 7. The Client acknowledges that the Exclusivity Premium 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 8 — STRIPE CONNECT, PAYMENTS, PAYOUT WITHHOLDING, AND MERCHANT OF RECORD

8.1 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.

8.2 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.

8.3 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.

8.4 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.

8.5 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 11.1(b) and the provisions of Clauses 11.2 and 11.3 shall apply accordingly.

8.6 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.

8.7 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 8.7 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 8.8. 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.

8.8 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;

(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 7 and may constitute grounds for a Performance Warning Notice under Clause 7.3; and

(d) during a fleet-level Compliance Suspension, no Towpal Lead will be dispatched to the Client at all. The Client's right of acceptance or rejection under this Clause 8.8 is of no effect during any such period.

SECTION 9 — FEES, BILLING, SUBSCRIPTION TERMS, AND THE MULTI-YEAR PREPAID MODEL

9.1 Subscription Term Election

The Client shall elect in the Order Form one of the Subscription Terms set out in Schedule 3. The Client acknowledges that the Annual Term and the Multi-Year Terms are genuinely alternative bargains priced differently, that it has been offered each, and that its election is a free commercial choice made with knowledge of the terms and consequences of each. The elected Subscription Term, the applicable Fees, and the Termination Notice Period shall be as specified in Schedule 3 and the Order Form.

9.2 Monthly Recurring Fee — Annual Term

Where the Client is on an Annual Term, 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.

9.3 Fees Payable During Suspension

For the avoidance of all doubt, the MRR Fee, any Exclusivity Premium, and any Prepaid Territory Fee continue to fall due, remain payable in full, and are not abated, credited, refunded, or reduced during any period of Compliance Suspension, Vehicle Lock, or Operator Lock under Section 5, and during any period of suspension under Clause 9.4(b) or Clause 11.4. No Multi-Year Term shall be extended, and no additional months shall be granted, on account of any such period.

9.4 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 and the Compliance Module — immediately upon written notice, pending payment.

9.5 Multi-Year Terms — Primary Commitment

The Client may elect a 2-Year Term or a 3-Year Term in respect of its Assigned Territory. Where a Multi-Year Term is elected:

(a) the committed duration is a primary obligation of the Client and a primary term of the bargain, and is not a secondary obligation, sanction, or consequence of breach. The Subscription Term is fixed for the full elected duration and is not terminable by the Client for convenience during the Committed Period defined in Schedule 3 Part D, save as expressly provided in Clause 12.1;

(b) the Client's Exclusive Territory Rights, where granted, subsist for the duration of the Multi-Year Term subject in all respects to the trapdoors at Clause 4.7, which apply with undiminished force notwithstanding prepayment; and

(c) the Client acknowledges that a Multi-Year Term confers price certainty and territory security of tenure only. It confers no guarantee of lead volume, job volume, revenue, or commercial return whatsoever, and Clause 4.3 applies in full.

9.6 Prepaid Territory Fee — Payment in Full and in Advance

Where the Client elects a Multi-Year Term:

(a) the Prepaid Territory Fee covering the entirety of the elected Multi-Year Term becomes due and payable in full, in cleared funds, and in advance, on or before the Effective Date, in the amount specified in Schedule 3. The Prepaid Territory Fee is the price of the committed term. It is a primary obligation, in accordance with Schedule 3 Part D;

(b) the Company is under no obligation to activate the Platform, to configure the Assigned Territory, to grant Exclusivity, or to enable Towpal Lead routing until the Prepaid Territory Fee has been received in full in cleared funds;

(c) the Prepaid Territory Fee may not be paid by instalments, staged payments, deferred terms, or third-party finance without the Company's prior express written consent, which may be withheld at its absolute discretion; and

(d) where the Company has consented to any instalment or deferred arrangement, failure to pay any instalment on its due date shall constitute an Event of Default under Clause 11.1(a) and shall additionally trigger Territory Forfeiture under Clause 6.2.

9.7 Fee Lock — The Company's Undertaking

In consideration of, and strictly conditional upon, the Client's payment of the Prepaid Territory Fee in full and in cleared funds in accordance with Clause 9.6, the Company undertakes that the Fees applicable to the Client's Assigned Territory shall be locked at the discounted rate specified in Schedule 3 (the "Locked Fee") for the entire duration of the elected Multi-Year Term.

Accordingly:

(a) the Company shall not exercise its fee review right under Clause 9.9 in respect of that Client during the Multi-Year Term, and the Client is thereby protected from any year-on-year uplift, indexation, inflationary adjustment, or repricing of the Locked Fee that the Company may apply to its wider client base during that period;

(b) the Fee Lock attaches to the Assigned Territory and Platform tier as configured at the Effective Date. It does not extend to: (i) any additional postcodes, territory expansion, or Exclusivity upgrade acquired after the Effective Date, which shall be priced at the Company's then-current rates and may be subject to a separate Locked Fee for the balance of the Multi-Year Term by agreement in writing; (ii) any additional Platform module, tier upgrade, or optional feature acquired after the Effective Date; (iii) any third-party pass-through cost, including Stripe processing fees or any charge levied by a Government Data Source operator, which are outside the Company's control; or (iv) VAT, which shall be charged at the prevailing rate from time to time;

(c) the Fee Lock survives any Compliance Suspension, Vehicle Lock, Operator Lock, Exclusivity forfeiture, or Exclusivity revocation, but confers no right to any refund, credit, or abatement in any such circumstance, and the Client remains bound by the Multi-Year Term notwithstanding loss of Exclusivity;

(d) the Fee Lock terminates automatically on the expiry of the Multi-Year Term, on any earlier termination of this Agreement, or upon any refund of the Prepaid Territory Fee under Clause 9.8; and

(e) upon expiry of a Multi-Year Term, the Agreement shall renew on an Annual Term basis at the Company's then-current Standard Rate unless the Parties execute a fresh Order Form electing a further Multi-Year Term. The Company shall notify the Client of the applicable renewal rate no less than 60 days before the Multi-Year Term expires.

9.8 Prepaid Territory Fee — Refund Treatment on Early Termination

The following exhaustively governs the treatment of any unexpired portion of a Prepaid Territory Fee on early termination. In this Clause, "Unexpired Portion" means the Prepaid Territory Fee apportioned on a straight-line monthly basis over the elected Multi-Year Term, in respect of complete calendar months falling after the effective date of termination. This Clause 9.8 is to be read with Schedule 3 Part D.

The Company shall provide the Client with a written statement itemising the calculation of any refund and any deduction made from it within 30 days of the termination date. Nothing in this Clause 9.8 limits the Company's right to recover any further sums properly due to it.

9.9 Fee Reviews — Annual Term Clients

The Company reserves the right to review and adjust the MRR Fee on no less than 30 days' written notice to the Client. This Clause 9.9 does not apply to a Client on a Multi-Year Term during the currency of that term, whose Fees are protected by the Fee Lock at Clause 9.7. Where an Annual Term Client does not accept a revised Fee, it may terminate this Agreement under Section 12 by providing the requisite notice before the revised Fee takes effect.

9.10 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. Any change to the rate of VAT is not a Fee increase and is not caught by the Fee Lock.

SECTION 10 — INTELLECTUAL PROPERTY

10.1 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 Compliance Module, the Approval Workflow, the Enforcement Matrix, the Audit Log, and 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. For the avoidance of doubt, nothing in this Agreement confers on the Client any right in or to any data obtained from a Government Data Source, which remains subject to the terms of the relevant public body.

10.2 Client Data

The Client retains ownership of all Client Data, including Compliance Data, Operator Data, Operator Documents, Vehicle Data, Licence Check Recency Data, and Walkaround Records. 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 — including the operation of the Enforcement Matrix and the maintenance of the Audit Log — and to perform the Company's obligations under this Agreement. The Company shall handle Client Data in accordance with its Privacy Policy, Section 14 of this Agreement, and applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

10.3 Feedback

If the Client provides the Company with any feedback, suggestions, or recommendations relating to the Platform, the Compliance Module, the Approval Workflow, 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.

10.4 Prohibition on Reverse Engineering

The Client expressly acknowledges that any attempt to reverse-engineer, decompile, disassemble, copy, or reproduce the Platform — including the Compliance Module, the Approval Workflow, the Enforcement Matrix, the Audit Log, or 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 11 and to seek injunctive relief and all available remedies without requirement to demonstrate actual loss.

SECTION 11 — TERMINATION FOR CAUSE

11.1 Events of Default

Each of the following shall constitute a material Event of Default entitling the Company to terminate this Agreement upon written notice, subject to Clause 11.2:

(a) Subscription Payment Failure — the Client's MRR Fee payment, or any consented instalment of a Prepaid Territory Fee, 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 or Stripe Connect Failure — the Client fails to complete Stripe Connect onboarding within the period specified in Clause 6.3(a), or the Client's Connected Stripe Account is rejected, suspended, frozen, restricted, reserved, 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 establish or 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, Client Admins, Operators, or agents attempts to reverse-engineer, decompile, disassemble, copy, or replicate the Platform or any component thereof, including the Compliance Module, the Approval Workflow, or 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;

(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;

(g) Prolonged Compliance Suspension — a Compliance Suspension under Section 5 remains in force in respect of any fleet-level Tier 1A Credential for a continuous period of [30] calendar days;

(h) Compliance Data Falsification, False Attestation, Audit Log Interference, or Circumvention — the Client or any of its employees, Client Admins, Operators, contractors, or agents:

(i) inputs or records any falsified, forged, altered, backdated, post-dated, knowingly inaccurate, or recklessly inaccurate expiry date or item of Compliance Data, or uploads any forged, altered, or non-genuine document, in breach of Clause 5.5;

(ii) records any Client Approval in respect of a document not actually examined, or in respect of a document known or suspected to be forged, expired, or invalid, in breach of Clause 5.6(d);

(iii) records a Last DVLA Check Date in respect of a check not actually performed, in breach of Clause 5.13;

(iv) makes any knowingly incorrect Tachograph Exemption Declaration, in breach of Clause 5.3(e);

(v) attempts to alter, overwrite, delete, or suppress any entry in the Audit Log, in breach of Clause 3.2(h); or

(vi) attempts to circumvent, disable, spoof, or interfere with the Compliance Module, the Approval Workflow, the Enforcement Matrix, any Vehicle Lock, or any Operator Lock, in breach of Clause 3.2(g) or Clause 5.14;

(i) Deployment of Locked or Non-Compliant Assets or Operators — the Client deploys, or permits the deployment of, any vehicle subject to a Vehicle Lock, any Operator subject to an Operator Lock, any vehicle lacking a current MOT or valid VED, or any Operator who is disqualified, unlicensed, without appropriate entitlement, or without right to work, in breach of Clause 5.14(g), 5.14(h), or 5.14(i); or

(j) Sustained Volume Failure — the Client fails to meet the Minimum Operational Volume for the period specified in Clause 7.3 and the Company elects to terminate under Clause 7.4(b).

11.2 Cure Period

Save for the Events of Default specified in Clauses 11.1(c), 11.1(d), 11.1(f), 11.1(h), and 11.1(i) — which shall entitle the Company to terminate immediately and 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.

11.3 Effect of Termination for Cause

Upon termination under this Section 11:

(a) all Platform access — including access to the Compliance Module, the Approval Workflow, 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) where the Client is on an Annual Term, all outstanding Fees for the remainder of the then-current Subscription Term shall become immediately due and payable in full;

(d) where the Client is on a Multi-Year Term, the treatment of the Unexpired Portion of the Prepaid Territory Fee shall be governed exclusively by Clause 9.8 and Schedule 3 Part D;

(e) the Client shall immediately cease all use of the Platform and any associated branding; and

(f) 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.

11.4 Suspension Pending Termination

Nothing in this Section 11 limits the Company's right to suspend the Client's Dispatch Queue, apply a Vehicle Lock or Operator Lock, or suspend Platform access immediately and without notice under Section 5 or Clause 9.4(b), and any such suspension may run concurrently with a cure period without prejudicing the Company's right to terminate.

SECTION 12 — TERMINATION FOR CONVENIENCE

12.1 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, save where the Order Form or Schedule 3 specifies a longer notice period of sixty (60) days, in which case that longer period shall apply to both Parties equally. The applicable Termination Notice Period shall be as stated in the Order Form.

Multi-Year Term. Where the Client is on a Multi-Year Term:

(a) the Company may terminate for convenience at any time on the applicable Termination Notice Period, with the full refund consequence at Clause 9.8;

(b) the Client may terminate for convenience at any time on the applicable Termination Notice Period, provided that where notice is served during the Committed Period defined in Schedule 3 Part D, the refund consequence at Clause 9.8 applies and no refund of the Unexpired Portion is due. This reflects the primary commercial bargain recorded at Schedule 3 Part D and is not a sanction, penalty, deterrent, or consequence of breach; and

(c) nothing in this Clause 12.1 restricts either Party's right to terminate for cause under Section 11, nor the Client's right to terminate in response to a Fee increase under Clause 9.9 (which does not arise during a Multi-Year Term by operation of the Fee Lock).

12.2 Obligations During Notice Period

During the Termination Notice Period:

(a) both Parties shall continue to fulfil their obligations under this Agreement in full;

(b) the Client shall continue to pay all Fees falling due during the notice period;

(c) the Client shall continue to maintain current Compliance Credentials within the Compliance Module, and the Enforcement Matrix shall continue to operate in full in accordance with Section 5 throughout the notice period, including the zero-day regimes at Clauses 5.4 and 5.7(a) and the Operator Lock regime at Clause 5.13; and

(d) the Company shall continue to provide Platform access and Towpal Lead routing, subject to the Client's ongoing compliance with this Agreement and to any Compliance Suspension, Vehicle Lock, or Operator Lock in force.

12.3 Effect of Termination for Convenience

Upon expiry of the Termination Notice Period:

(a) Platform access — including the Compliance Module, the Approval Workflow, 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) where the Client is on an Annual Term, 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, save that no refund shall be due in respect of any Exclusivity Premium, which is non-refundable in accordance with Clauses 5.10, 6.5, and 7.7;

(d) where the Client is on a Multi-Year Term, the Unexpired Portion of the Prepaid Territory Fee shall be treated exclusively in accordance with Clause 9.8 and Schedule 3 Part D; and

(e) the Client shall have 14 days to request an export of its Client Data — including its Compliance Data, Vehicle Data, Operator Documents, Licence Check Recency Data, Operator Data, and Audit Log — after which the Company shall have no obligation to retain or provide access to that data, save as required by law, as set out in Section 14, or as provided at Clause 5.12(d) in respect of the Audit Log.

12.4 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 12, provided all accrued payment obligations are honoured and any refund due under Clause 9.8 is paid. 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 13 — CONFIDENTIALITY

13.1 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.

13.2 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. For the avoidance of doubt, production of the Audit Log under Clause 5.12(d) is permitted disclosure.

13.3 Survival

This Section 13 shall survive termination of this Agreement for a period of five (5) years.

SECTION 14 — DATA PROTECTION AND UK GDPR ROLES

14.1 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.

14.2 Roles of the Parties — Client as Controller, Company as Processor

The Parties acknowledge, agree, and record that, in respect of Operator Data, Operator Documents, Vehicle Data, Compliance Data, Licence Check Recency Data, and Walkaround Records processed through the Platform:

(a) the Client is the Data Controller. The Client alone determines the purposes and means of the processing of Operator Data, Operator Documents, and Compliance Data. This includes, without limitation:

(i) operator identity records and photographic identification;

(ii) driving licence number, entitlement categories, licence expiry date, and driving licence photocard images;

(iii) Licence Check Recency Data, being the Last DVLA Check Date (a timestamp) and the entitlement or CPC expiry date, and nothing further — see Clause 14.2(d)(iii) and Clause 14.2(f);

(iv) tachograph driver card numbers, card expiry dates, and card images, and any driver activity or download data attributable to a named Operator;

(v) camera verification captures, identity-verification photographs, and Walkaround Records, including any photograph or video footage in which an Operator is identifiable;

(vi) training, certification, CPC, and competence records, and any right-to-work documentation where that functionality is enabled by the Client; and

(vii) any other personal data relating to the Client's Operators, employees, Client Admins, or contractors;

(b) the Company is the Data Processor in respect of all such data. The Company processes Operator Data, Operator Documents, Compliance Data, Vehicle Data, Licence Check Recency Data, and Walkaround Records solely on the documented instructions of the Client, for the purpose of providing the Platform and operating the Compliance Module, the Approval Workflow, the Enforcement Matrix, and the Audit Log, and for no other purpose. The Company does not determine the purposes of that processing, does not use it for its own purposes, and does not analyse, interpret, assess, score, or evaluate any Operator on its own account;

(c) the Company's processing of such data is purely technical, infrastructural, and storage in nature. The operation of the Enforcement Matrix — including any Compliance Suspension, Vehicle Lock, or Operator Lock — is an automated function executed on data supplied, inputted, or attested by the Client, or relayed from a Government Data Source at the Client's instruction, in accordance with rules the Client has accepted by entering into this Agreement, and does not constitute the Company determining the purposes of processing or assuming Controller status. The Company's storage of an Operator Document does not constitute review of it — Clauses 5.5(b) and 5.6(c) apply;

(d) the Client warrants and undertakes that it has, and will maintain throughout the Subscription Term:

(i) a valid lawful basis under Article 6 UK GDPR for the processing of all Operator Data and Operator Documents recorded within the Platform;

(ii) where applicable, a valid Article 9 condition and a Schedule 1 Data Protection Act 2018 condition, together with an appropriate policy document, in respect of any special category data it elects to record;

(iii) sole and exclusive responsibility, as Data Controller, for verifying the underlying driving record. The Client acknowledges and agrees that:

(A) the Client alone is responsible for obtaining each Operator's consent and check code as required, for accessing the official DVLA Portal, for reviewing that Operator's physical driving licence record — including any endorsement, penalty point, disqualification, restriction, or entitlement limitation disclosed by it — for determining, documenting, and applying its own fitness-to-drive criteria to that record, for acting upon that determination, and thereafter for updating the last_dvla_check_date within the Compliance Module;

(B) the Company performs no part of that verification. The Company does not access the DVLA Portal, holds and uses no check code, does not retrieve, view, receive, store, assess, interpret, score, or evaluate any driving licence record, and does not determine — and holds no view on — whether any Operator is fit to drive. The Company has no visibility of any offence record, endorsement, penalty point, or disqualification, and no means of acquiring any;

(C) the Company stores the Last DVLA Check Date only — a timestamp recording that a check occurred — together with the entitlement or CPC expiry date. The Platform is not designed to receive, and the Company does not store, any DVLA check code, any pass/fail or other outcome flag, any fitness determination, any offence record, endorsement code, penalty point count, disqualification particular, conviction detail, or offence narrative;

(D) the Enforcement Matrix acts on the age of that timestamp and on nothing else. An Operator Lock arising under Clause 5.13 denotes only that an administrative check is overdue. It is not an adverse finding and permits no inference as to any Operator's driving record, conduct, or fitness; and

(E) accordingly, the Company processes no data relating to criminal convictions or offences within the meaning of Article 10 UK GDPR in connection with driver licence compliance, and the Client shall not cause it to do so;

(iv) all required privacy notices issued to its Operators, covering the collection and processing of driving licence data, licence checking and its outcomes (which outcomes the Client processes outside the Platform), Operator Documents and their storage, tachograph card and activity data, and camera verification and walkaround captures; and

(v) any necessary Data Protection Impact Assessment under Article 35 UK GDPR in respect of camera verification, walkaround capture, tachograph data processing, licence checking, Operator Document storage, and any systematic monitoring of Operators;

(e) nothing in this Agreement shall be construed as making the Company a Controller, joint Controller, or co-Controller of Operator Data, Operator Documents, Vehicle Data, Compliance Data, Licence Check Recency Data, or Walkaround Records; and

(f) Data minimisation — prohibition on recording check codes, outcomes, and offence detail. The Client shall not upload to, enter into, transmit to, or store within the Platform — whether in a structured field, a free-text field, a note, an attachment, a document upload, an image, a screenshot, the Approval Workflow, or otherwise — any DVLA check code, pass/fail or other outcome flag, fitness-to-drive determination, driving offence record, endorsement code, penalty point count, disqualification particular, conviction detail, or offence narrative relating to any Operator. The Platform is designed to hold a date and an entitlement expiry, and nothing more. The Client shall retain all licence check outcomes and assessments within its own systems, outside the Platform. The Client acknowledges that:

(i) any such data recorded in breach of this Clause is recorded without the Company's authority, instruction, or consent, and outside the scope of the processing instructions given under this Agreement;

(ii) the Company may delete any such data without notice upon becoming aware of it, and shall have no liability for doing so; and

(iii) the indemnity at Clause 2.6(i) applies to any regulatory action, data subject claim, or loss arising from the presence of such data within the Platform.

14.3 Company's Processor Obligations

In its capacity as Data Processor under Clause 14.2, the Company shall:

(a) process Operator Data, Operator Documents, and Compliance Data only on the Client's documented instructions, save where required to do so by law, in which case the Company shall inform the Client of that legal requirement before processing unless prohibited from doing so;

(b) ensure that persons authorised to process such data are subject to appropriate confidentiality obligations;

(c) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, in accordance with Article 32 of the UK GDPR, having regard to the sensitivity of driving licence, tachograph, identity-image, and Operator Document data;

(d) not engage any sub-processor without the Client's general written authorisation, which is hereby given in respect of the sub-processors listed in Schedule 5, provided that the Company shall give the Client 30 days' notice of any intended addition or replacement of a sub-processor and the Client may object on reasonable data protection grounds;

(e) taking into account the nature of the processing, assist the Client by appropriate technical and organisational measures, insofar as reasonably possible, in fulfilling the Client's obligations to respond to data subject rights requests from its Operators;

(f) assist the Client in ensuring compliance with its obligations under Articles 32 to 36 of the UK GDPR, taking into account the nature of processing and the information available to the Company;

(g) notify the Client without undue delay upon becoming aware of a personal data breach affecting Operator Data, Operator Documents, or Compliance Data;

(h) at the Client's election, delete or return all Operator Data, Operator Documents, and Compliance Data at the end of the Subscription Term in accordance with Clause 12.3(e), save where retention is required by law or as provided at Clause 5.12(d) in respect of the Audit Log; and

(i) make available to the Client information reasonably necessary to demonstrate compliance with this Section 14 and allow for and contribute to audits conducted by the Client or an auditor mandated by the Client, subject to reasonable notice, frequency limits, and the Client bearing the Company's reasonable costs of such audit.

14.4 Data Processing Agreement

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 the Company's processing of personal data as Data Processor and shall form part of this Agreement. Schedule 5 shall specify the subject matter and duration of processing, the nature and purpose of processing, the types of personal data (including Operator Documents and the last_dvla_check_date field), the categories of data subjects, and the approved sub-processors, as required by Article 28(3) of the UK GDPR. In the event of any conflict between this Section 14 and Schedule 5, Schedule 5 shall prevail.

14.5 Automated Decision-Making — Enforcement Matrix

The Client acknowledges that the Enforcement Matrix executes automated decisions on the Client's data. Where any such decision — in particular an Operator Lock arising from a Stale Check, an expired Client-inputted date, or the absence or revocation of a Client Approval, or a Vehicle Lock affecting an identified Operator's ability to work — may produce legal effects concerning, or similarly significantly affect, a natural person within the meaning of Article 22 UK GDPR:

(a) the Client, as Controller, is solely responsible for identifying whether Article 22 is engaged, for establishing a lawful exception under Article 22(2), and for providing any required safeguards to the affected Operator, including the right to obtain human intervention, to express a point of view, and to contest the decision;

(b) the Company shall, on the Client's documented instruction, provide the Client with the underlying data and the applicable Enforcement Matrix rule relied upon, to enable the Client to conduct any human review it is required to provide. The Client acknowledges that, in respect of an Operator Lock arising from a Stale Check, the underlying data comprises a single timestamp and the applicable rule is a simple comparison against the Check Recency Period, such that the logic is fully intelligible and readily explicable to any affected Operator. The Client further acknowledges that, in respect of any Operator-level restriction arising from a Tier 1B Credential, the Client's own Client Admin has already made a human decision in recording, refusing, or revoking the Client Approval upon which the Enforcement Matrix acts, such that the decision is not solely automated at the point of substance; and

(c) the Company does not, and will not, provide human review of any Enforcement Matrix decision to any Operator directly, that being the Controller's responsibility.

14.6 Operator Claims — Client Responsibility

The Client acknowledges that, as Data Controller of Operator Data and Operator Documents, it bears primary responsibility for any claim, complaint, or regulatory action brought by an Operator in respect of the collection, processing, retention, or disclosure of that Operator's personal data — including driving licence data, licence check outcomes processed outside the Platform, Operator Documents, tachograph card and activity data, and camera verification or walkaround captures — and including any complaint to the Information Commissioner's Office. The indemnities at Clauses 2.6(h) and 2.6(i) apply to any such claim brought against the Company.

14.7 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 15 — GENERAL PROVISIONS

15.1 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.

15.2 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, and any statement, demonstration, or marketing material concerning the Compliance Module, the Approval Workflow, the Enforcement Matrix, any warning, notification, or Courtesy Attempt functionality, or any Multi-Year Term. Each Party acknowledges that it has not relied on any representation, warranty, or undertaking not expressly set out in this Agreement.

15.3 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 — including Schedule 6 (Monitored Compliance Credentials, Compliance Mechanisms, and Declared Data Sources) — on no less than 30 days' written notice. The Company's right to update the Schedules shall not be exercised so as to increase the Locked Fee of a Client on a Multi-Year Term during the currency of that term, contrary to Clause 9.7.

15.4 Waiver

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

(a) no forbearance by the Company in enforcing a Compliance Suspension, Vehicle Lock, Operator Lock, Performance Warning Notice, or any exclusivity forfeiture provision shall constitute a waiver of its right to enforce the same or any similar provision on any subsequent occasion;

(b) no issuance of any Courtesy Attempt on any occasion shall create any expectation, obligation, duty, or course of dealing requiring the issuance of any Courtesy Attempt on any subsequent occasion; and

(c) no exercise of the right reserved at Clause 5.9(d) on any occasion, and no failure to exercise it, shall create any expectation, obligation, duty, or course of dealing requiring its exercise on any subsequent occasion, or import any duty to detect fraud.

15.5 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.

15.6 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 or of any Prepaid Territory Fee or Locked Fee — 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, provided that any such assignee shall be bound by any subsisting Fee Lock.

15.7 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, and any unavailability, delay, inaccuracy, interface change, deprecation, or withdrawal of any Government Data Source declared in Schedule 6, shall constitute circumstances beyond the Company's reasonable control for the purposes of this Clause 15.7. Force majeure shall not excuse the Client's obligation to maintain current Compliance Credentials or to pay Fees when due.

15.8 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. Automated notifications and Courtesy Attempts issued by the Compliance Module to the Client's registered account contact shall constitute valid written notice for the purposes of Section 5 only, subject always to Clauses 5.8(e) and 5.8(f).

15.9 Survival

The following shall survive termination or expiry of this Agreement for any reason:

(a) Section 2 (Liability Shield, Entity Separation, Aggregate Cap, and Client Indemnity);

(b) Clauses 5.5(f) and 5.6(f) (self-certification and Client Approval indemnities);

(c) Clause 5.6(e) (100% validation liability);

(d) Clauses 5.7(c) and 5.8(e) (Government Data Source and Courtesy Attempt disclaimers);

(e) Clause 5.9(d) (fraud-response right — no duty to detect);

(f) Clause 5.10 (Zero Liability for Loss of Earnings and Operational Downtime);

(g) Clause 5.12 (Audit Log retention, conclusive-evidence status, and production);

(h) Clause 5.13 (Driver Licence Compliance limitations);

(i) Clause 8.5 (Merchant of Record obligations in respect of transactions processed prior to termination);

(j) Clause 9.8 and Schedule 3 Part D (Prepaid Territory Fee refund treatment and its characterisation);

(k) Section 10 (Intellectual Property);

(l) Section 13 (Confidentiality), for the period stated therein;

(m) Section 14 (Data Protection);

(n) Clause 15.1 (Governing Law and Jurisdiction); and

(o) any accrued payment obligations.

SCHEDULE 1 — ASSIGNED TERRITORY

Forming part of the Agreement

The Client's attention is drawn to Clause 4.3 (No Volume Guarantee), Clause 4.4 (Nature and Limitations of Exclusivity), and Clause 4.7 (Exclusivity Trapdoors).

SCHEDULE 2 — MINIMUM OPERATIONAL VOLUME

Forming part of the Agreement

The Client's attention is drawn to Clause 7.5 — no allowance is made for any period of Compliance Suspension, Vehicle Lock, or Operator Lock.

SCHEDULE 3 — FEES, SUBSCRIPTION TERMS, AND THE MULTI-YEAR PREPAID COMMITMENT

Forming part of the Agreement

Part A — Subscription Term Options

The Client shall elect one of the following in the Order Form. Each option is a genuinely alternative bargain, priced differently, and freely available to the Client.

Part B — Commercial Terms

Part C — Payment Mechanics

C.1 The Prepaid Territory Fee is payable in full, in cleared funds, in advance, on or before the Effective Date. Instalments require the Company's express written consent (Clause 9.6(c)).

C.2 The Company is under no obligation to activate the Platform, configure the Assigned Territory, grant Exclusivity, or enable Towpal Lead routing until the Prepaid Territory Fee is received in full in cleared funds (Clause 9.6(b)).

C.3 All Fees are exclusive of VAT (Clause 9.10). Stripe processing fees and any Government Data Source charges are third-party pass-through costs outside the Fee Lock (Clause 9.7(b)(iii)).

C.4 Fees continue to fall due in full during any Compliance Suspension, Vehicle Lock, or Operator Lock (Clauses 5.10 and 9.3).

Part D — The Multi-Year Prepaid Commitment: Characterisation of the Bargain

This Part D records the commercial substance of the Multi-Year bargain and is to be read with Clauses 9.5, 9.6, 9.8, and 12.1(b).

D.1 — The bargain. The Prepaid Territory Fee is the price of a committed term. In electing a Multi-Year Term, the Client purchases twenty-four or thirty-six months of licensed Platform access and (where granted) Exclusivity as a single indivisible commitment, at a discounted Locked Fee materially below the Standard Rate available on the Annual Term, in exchange for duration certainty and payment in full and in advance.

D.2 — Primary obligation, not secondary. The Client's obligation to commit for the elected duration, and to pay the Prepaid Territory Fee for it, is a primary contractual obligation and a primary term of the bargain. It is not a secondary obligation. It is not a remedy, sanction, deterrent, or consequence triggered by any breach. It is simply what the Client has agreed to buy, and the price at which the Company has agreed to sell it.

D.3 — The Committed Period. The Committed Period is [12] months from the Effective Date. Where the Client serves notice to terminate for convenience during the Committed Period, no refund of the Unexpired Portion is due, in accordance with Clause 9.8. The Client acknowledges that:

(a) this consequence arises from the Client's own election to terminate, not from any breach by the Client and not as any sanction imposed by the Company. No breach is required for it to operate, and no breach triggers it;

(b) it is the price of the discounted, committed bargain the Client freely chose. The Client has received, and continues to receive, the benefit of a [X]% discount to the Standard Rate and the protection of the Fee Lock at Clause 9.7 in direct consideration for that commitment; and

(c) it applies to a term the Client elected in preference to a genuinely available alternative — the Annual Term, at the higher Standard Rate, with unrestricted convenience termination and pro-rata refund throughout. The Client was not required to elect a Multi-Year Term, and could have obtained flexibility by paying more.

D.4 — Legitimate interest. The Company has a legitimate commercial interest in the performance of the committed term, beyond mere compensation for the Fees themselves, including: (a) withholding the Assigned Territory from the open market for the committed duration, and forgoing the opportunity to licence those postcodes to any other operator during it; (b) forgoing its own pricing flexibility by granting the Fee Lock; (c) committing configuration, onboarding, integration, and territory-reservation resource at the outset of the term; and (d) planning its own capacity, revenue, and territory allocation on the faith of the commitment.

D.5 — Reciprocity. The bargain is not one-sided. Where the Company terminates for convenience, the Client receives a full refund of the Unexpired Portion (Clause 9.8) — the Company bears the entire cost of its own election. Where the Company terminates for cause, the Client nonetheless receives the Unexpired Portion less only the Company's actual, evidenced losses — the Company retains nothing beyond what it can prove. In neither case does the Company profit from termination.

D.6 — Post-Committed Period. After the Committed Period expires, the Client may terminate for convenience on the applicable Termination Notice Period and receives the Unexpired Portion less a [10]% administrative and de-configuration charge, being a genuine pre-estimate of the Company's cost of de-configuring the territory, releasing and re-marketing the postcodes, unwinding the Towpal routing configuration, and administering the exit.

D.7 — Informed election. The Client confirms that: (a) it was offered the Annual Term at the Standard Rate as a genuine alternative; (b) it had the opportunity to take independent legal advice before electing; (c) the discount, the Committed Period, and the refund consequences at Clause 9.8 were disclosed to it before election; and (d) it elected the Multi-Year Term freely, with full knowledge of these terms, in order to obtain the discount and the Fee Lock.

SCHEDULE 4 — WHITE-LABEL TERMS

Forming part of the Agreement where applicable (Clause 3.3)

[Optional. To be completed only where the Company has agreed in writing that the Client may deploy the Platform under its own trading name or branding. No Intellectual Property Rights are conferred on the Client by any such arrangement.]

SCHEDULE 5 — DATA PROCESSING AGREEMENT (ARTICLE 28(3) UK GDPR)

Forming part of the Agreement · Mandatory · To be drafted and executed before Platform activation

[TO BE DRAFTED. This Schedule must, as a minimum, specify in accordance with Article 28(3) UK GDPR: the subject matter and duration of the processing; the nature and purpose of the processing; the types of personal data — expressly including Operator Documents and their images, the last_dvla_check_date field as the sole licence-check datum, and the Clause 14.2(f) prohibition; the categories of data subjects; the Client's obligations and rights as Controller; the Approval Workflow and its processing characteristics; Audit Log retention under Clause 5.12(d); and the approved sub-processor list authorised under Clause 14.3(d). In the event of conflict between Section 14 and this Schedule 5, this Schedule 5 prevails (Clause 14.4).]

SCHEDULE 6 — MONITORED COMPLIANCE CREDENTIALS, COMPLIANCE MECHANISMS, AND DECLARED DATA SOURCES

Forming part of the Agreement · Updatable by the Company on 30 days' notice under Clauses 5.2(d) and 15.3

Part A — Declared Mechanisms and Data Sources

This Part A is a truthful declaration of the mechanism by which each Compliance Credential is recorded, and the provenance of the data upon which the Enforcement Matrix operates, made for the purposes of Clauses 2.1(d), 5.1(b), 5.1(c), 5.5, 5.6, and 5.7.

A.1 — Tier 1A · Self-Certified Credentials

Mechanism: the Client uploads a document file and inputs an expiry date. The Platform stores the file inert and never reads it. The Enforcement Matrix operates on the inputted date alone, blindly (Clause 5.5).

A.2 — Tier 1B · Operator-Level Client-Approved Credentials

Mechanism: a Client Admin views the document within the Approval Workflow, applies the Client's own criteria, records a Client Approval, and inputs an expiry date. The Company never views the document and plays no part in the approval (Clause 5.6).

A.3 — Tier 2 · Government-Sourced Credentials

Mechanism: automated API query by the Platform against the vehicle registration mark recorded by the Client. The Company relays; it does not verify (Clause 5.7).

Part B — Self-Certification Declaration (Tier 1A)

B.1 — The mechanism in full. For every Tier 1A Credential the Client (i) uploads a file and (ii) inputs an expiry date. That is the entirety of the process. Nothing else happens.

B.2 — The file is inert. The uploaded file is stored as an inert record for the Client's own convenience and audit purposes. It is never opened, read, examined, parsed, extracted, or looked at by the Company or by the Enforcement Matrix for any purpose whatsoever. The Company does not know what any file contains, whether it is genuine, whether it is legible, whether it relates to the credential claimed, whether it relates to the Client at all, or whether it is a document of any kind.

B.3 — Blind reliance. The Enforcement Matrix operates exclusively upon the Client-inputted expiry date and upon nothing else. The date is applied as fact, automatically, and without verification, question, cross-check, or independent enquiry, and regardless of its truth. The Company has no knowledge of, and no means of discovering, whether any inputted date is true, false, mistaken, mis-keyed, fabricated, or fraudulent.

B.4 — Client warranty. The Client warrants on a continuing basis that every inputted date is true, accurate, and current and corresponds exactly to the expiry of a genuine, subsisting, valid credential actually held; that every uploaded document is genuine, authentic, and unaltered; that it holds every credential it records; and that it will correct any date immediately upon becoming aware of any inaccuracy (Clause 5.5(d)).

B.5 — False entry = material breach + full indemnity. Any false, fabricated, forged, altered, backdated, post-dated, knowingly inaccurate, or recklessly inaccurate entry is a MATERIAL BREACH permitting immediate termination without cure (Clauses 5.5(e), 11.1(h), 11.2), and triggers the full third-party indemnity at Clause 5.5(f) — extending to any claim brought against the Company by any End-User, insurer, regulator, Traffic Commissioner, enforcement authority, motor club, or contracting counterparty who suffers loss in reliance upon, or in consequence of, the Client having been permitted to operate on the strength of that entry.

B.6 — No duty to detect. The Company owes no duty to detect, identify, question, investigate, or act upon any false or inaccurate entry, and none shall be implied from the Compliance Module, the Approval Workflow, the Enforcement Matrix, the Audit Log, any Courtesy Attempt, or the right reserved at Clause 5.9(d) (Clause 5.5(g)).

Part C — Vehicle Registration, Weight Default, and the Tachograph Exempt Toggle

C.1 — Mandatory vehicle fields. Per vehicle, the Client shall record: (a) the vehicle registration mark (upon which all Tier 2 Government Data Source queries depend); (b) make and model; (c) gross vehicle weight in kilograms (upon which the tachograph monitoring default depends); (d) insurance cover designation; (e) any LOLER-monitored lifting asset mounted on the vehicle; and (f) the Tachograph Exempt toggle setting.

C.2 — Tachograph monitoring default by weight.

Recorded GVW	Default	Client may change to
> 3,500kg	Tachograph Applicable — calibration monitored as Tier 1A, zero-day Vehicle Lock on expiry of the Client-inputted date	Tachograph Exempt by active declaration (C.3)
≤ 3,500kg	Not monitored — no calibration record required, no Vehicle Lock will arise from calibration	Tachograph Applicable by voluntary opt-in (C.4)

C.3 — The Tachograph Exempt toggle.

Setting	Meaning	Effect on the Enforcement Matrix
Tachograph Applicable (default above 3,500kg)	The Client declares the vehicle is within scope of applicable tachograph requirements	Tachograph Calibration monitored as Tier 1A; zero-day Vehicle Lock on expiry of the Client-inputted calibration date
Tachograph Exempt (active declaration only)	The Client declares, under Clause 5.3(b), that the vehicle falls outside the scope of applicable tachograph requirements	Tachograph Calibration monitoring disapplied for that vehicle only. No Vehicle Lock will arise from the absence or expiry of a calibration record. All other monitoring continues unaffected

C.4 — Exemption is never automatic. Exemption is never applied by the Platform and is never inferred from vehicle weight, class, body type, usage, or any other datum. The Client must positively elect it via the manual dashboard toggle and must record a stated ground of exemption (free-text). The Company does not review, assess, verify, question, or advise upon any stated ground. The Client warrants the accuracy of every Declaration and holds sole and exclusive liability for any false Declaration — Clause 5.3(e) applies in full, and the indemnity at Clause 2.6(f) applies.

C.5 — Sub-threshold opt-in. The Client may set the toggle to "Tachograph Applicable" for any vehicle with recorded GVW at or below 3,500kg. The Client acknowledges that a vehicle at or below the threshold may nonetheless fall within scope — including where it forms part of a combination whose aggregate weight exceeds the threshold — and that the default will not monitor such a vehicle unless the Client positively opts in. The Company gives no prompt, warning, or indication that opt-in may be required.

C.6 — Continuing obligation. The Client shall withdraw a Tachograph Exemption Declaration immediately upon the vehicle ceasing to be exempt, whether by reason of a change of vehicle, deployment, combination, or law. The Company does not monitor for, and will not detect, any such change.

C.7 — Unalterable Audit Log. Every setting, amendment, and withdrawal of the toggle is recorded in the append-only, tamper-evident Audit Log per Clause 5.12, capturing the registration mark, the prior and new state, the stated ground, the identity of the individual user account, and the date and time to the second. The Audit Log cannot be edited, overwritten, suppressed, or deleted by the Client. It is the definitive and conclusive evidence of the state of any Declaration at any time, absent manifest error, and is retained for the Subscription Term plus [6] years.

Part D — The Approval Workflow ("Digital Clipboard")

D.1 — Purpose. The Approval Workflow is a record-keeping and administrative convenience made available to the Client for the Client's own internal use, enabling a Client Admin to view, record, approve, reject, revoke, and re-approve the Client's own Operators' documents and record their expiry dates.

D.2 — The Company's absolute non-involvement. The Company never views, opens, reads, examines, or looks at any Operator Document. The Company never reviews, assesses, verifies, or checks any Operator Document or recorded date. The Company never approves, rejects, endorses, clears, or passes any Operator Document or any Operator, and holds no view whatsoever on any of them. The Company does not vet or screen any Operator and is not an employment agency, employment business, vetting service, or screening service. The Company does not select, appoint, authorise, control, supervise, direct, or instruct any Client Admin (Clause 5.6(c)).

D.3 — What "Approve" means. A Client Approval is an attestation by the Client, made by the Client's own representative, in the Client's own account, applying the Client's own criteria. It is not an approval granted by, endorsed by, participated in by, or known to the Company. By recording a Client Approval the Client attests that a competent authorised person actually examined the document; satisfied themselves it is genuine, authentic, unaltered, current, valid, and relates to the correct Operator; that the recorded expiry date is true; that the Client applied its own criteria and judgement; and that the Client has independently satisfied itself that the Operator holds every credential required by law, its insurers, its O-Licence undertakings, and its own contracts, whether or not recorded in the Compliance Module (Clause 5.6(d)).

D.4 — 100% Client liability on approval. Upon a Client Admin recording a Client Approval, the Client — as employer or engager of the Operator, and as Data Controller — assumes ONE HUNDRED PERCENT (100%) of the legal liability for that validation and for every consequence flowing from it. The Company assumes ZERO liability where a Client Admin approves a document that is forged, counterfeit, altered, expired, invalid, revoked, suspended, fraudulent, belongs to another person, or is in any way defective, and ZERO liability for the deployment of any Operator who — notwithstanding a subsisting Client Approval — is disqualified, unlicensed, without entitlement or CPC, without right to work, incompetent, dishonest, impersonating another, or otherwise unfit (Clause 5.6(e)). The full third-party indemnity at Clause 5.6(f) applies.

D.5 — What an approved status means. A green, approved, or unrestricted Operator status means only that a Client Admin clicked a button and typed a date. It means nothing else, and the Client shall not treat it as meaning anything else (Clause 5.6(e)(iv)).

D.6 — Mandatory interface characteristics. For the avoidance of doubt as to the Parties' intentions, and to ensure the Approval Workflow accurately reflects the allocation of responsibility recorded in this Agreement, the interface shall:

(a) attribute every approval to the named Client Admin who recorded it, and display it as such (for example: "Approved by [Client Admin name], [Client entity], [date and time]");

(b) not describe any Operator Document, Operator, or credential as verified, validated, checked, cleared, certified, or approved by the Company, by the Platform, or by DXDD Recovery;

(c) present an express attestation in the terms of Clause 5.6(d) at the point of approval, which the Client Admin must positively acknowledge; and

(d) not represent, imply, or suggest that the Company has seen, reviewed, or formed any view on any Operator Document.

D.7 — Not a checklist of the law. The Approval Workflow records the document types enumerated at Part A.2 and no others. The Company does not represent, and the Client shall not assume, that those document types constitute a complete, sufficient, or current statement of the credentials required for any Operator. The Client's obligations extend beyond what the workflow records (Clauses 5.1(f), 5.6(b)(iii)).

D.8 — Continuing obligation to act. A Client Approval is a point-in-time attestation. The Client shall revoke the approval and remove the Operator by its own action immediately upon becoming aware of any matter rendering the document invalid or the Operator unfit. The Platform will not do this, cannot do this, and must never be relied upon to do this (Clauses 5.6(g), 5.13(e)).

D.9 — Prohibited content. The digital clipboard is for documents evidencing entitlement and qualification. It is not a repository for driving records or offence data. No DVLA check code, outcome flag, fitness determination, offence record, endorsement code, penalty point count, disqualification particular, or conviction detail may be recorded within it, in any field, note, attachment, image, or screenshot (Clauses 5.6(i), 14.2(f)). The indemnity at Clause 2.6(i) applies.

D.10 — Audit Log. Every approval, rejection, revocation, and re-approval is recorded per Clause 5.12 — Operator, document type, Client Admin identity, date and time to the second — and is unalterable and conclusive evidence of who attested to what, and when.

Part E — Courtesy Attempts (All Credentials)

E.1 — Configured intervals. The Platform is configured to attempt to display UI banners and issue email notifications at approximately 30, 14, and 7 days prior to the applicable expiry date, for all Tier 1A, Tier 1B, and Tier 2 Credentials.

E.2 — Attempted courtesy behaviour only. This is a description of attempted courtesy automated system behaviour. It is NOT a warranty, undertaking, guarantee, representation, promise, assurance, service level, or contractual obligation. The Company owes NO DUTY TO WARN (Clause 5.8(a)).

E.3 — Warnings derive from the Client's own data. For Tier 1A and Tier 1B, any Courtesy Attempt is calculated from the expiry date the Client itself inputted. A Courtesy Attempt is only ever as accurate as the Client's own data entry. A wrong date produces a wrong warning time, or none at all (Clause 5.8(b)).

E.4 — No guarantee of anything. The Company does not guarantee generation. The Company does not guarantee display. The Company does not guarantee transmission. The Company does not guarantee delivery. The Company does not guarantee receipt. The Company does not guarantee reading — whether at all, at any time, at any interval, by any channel, or to any recipient (Clause 5.8(e)(i)).

E.5 — 0-Day hard lock applies regardless. The zero-day Compliance Suspension, Vehicle Lock, or Operator Lock operates automatically and unconditionally on expiry, regardless of whether any Courtesy Attempt was generated, displayed, transmitted, delivered, received, opened, read, understood, or acted upon, and regardless of whether any Courtesy Attempt was made at all (Clause 5.8(d)).

E.6 — No liability, no defence, no deferral. No failure or absence of any Courtesy Attempt gives rise to any liability, postpones or invalidates any lock, constitutes any breach or duty, provides any defence, or founds any claim (Clause 5.8(e)(iii)).

E.7 — Discontinuable at will. The Company may modify, suspend, degrade, reduce, re-interval, or discontinue Courtesy Attempts entirely, at any time, without notice, consultation, or liability (Clause 5.8(e)(v)).

E.8 — The burden does not move. The burden of monitoring the currency of its own Compliance Credentials rests entirely and exclusively with the Client. The Company has no obligation to warn, and the Client shall not rely on being warned (Clause 5.8(f)).

Part F — Operator Licence Check Recency

F.1 — The only field. last_dvla_check_date — a timestamp. No check code. No pass/fail or other outcome flag. No fitness determination. No offence detail of any kind (Clauses 5.13(a), 14.2(f)).

F.2 — Check Recency Period. Six (6) months. Variable by the Company on 30 days' notice under Clause 5.2(d).

F.3 — Enforcement.

Condition	Status	Effect
last_dvla_check_date within 6 months	Current	No restriction
last_dvla_check_date older than 6 months	Stale Check	Operator Lock, automatic, zero days
last_dvla_check_date not recorded	Stale Check	Operator Lock, automatic, zero days

F.4 — What the Client must do. The Client alone: obtains the Operator's check code; accesses the official DVLA Portal; reviews the physical driving record; applies its own fitness-to-drive criteria; acts on the outcome; and then records the date. All outcomes are retained in the Client's own systems, outside the Platform.

F.5 — What the Platform does not know. A current date means only that the Client says a check happened within six months. The Platform has no knowledge of the outcome and is structurally incapable of enforcing upon it. The Enforcement Matrix will NOT lock an Operator the Client has checked and found disqualified — the Client must revoke that Operator's Client Approval and deactivate that Operator by its own action (Clause 5.13(e)).

F.6 — No inference. An Operator Lock under this Part discloses only that an administrative check is overdue. It is not an adverse finding and the Client shall not represent it as one (Clause 5.13(f)).

Part G — Additional or Re-Designated Credentials

[To be completed. Any credential added, removed, re-tiered, or re-sourced under Clause 5.2(d) must be recorded here with its declared mechanism, data source, tier, monitoring granularity, and enforcement effect, and notified to the Client on 30 days' written notice.]

EXECUTION

This Agreement is entered into on the Effective Date as defined in the preamble.

Signed for and on behalf of DX DIGITAL DESIGN (trading as DXDD Recovery):

Signed for and on behalf of the CLIENT:

SCHEDULE STATUS

Open bracketed figures requiring instruction before execution: Clause 5.11(b) [14] days · Clauses 5.11(c) and 11.1(g) [30] days · Clause 5.12(d) [6] years · Clauses 6.2 and 11.1(a) [3] days · Clause 6.3(a) [14] days · Clause 9.8 [10]% · Schedule 3 Part B [12] months Committed Period · Revision Date · Company number · Registered address · Fee figures at Schedule 3 Parts A and B.

— END OF AGREEMENT —