Heycar Master Services Agreement

The Agreement between heycar and Dealer in relation to the Services, comprises of these Dealer Terms and the Dealer Service Form. These Dealer Terms comprise of this introductory paragraph, the General Terms and the Service Terms (including all definitions contained therein) ("Dealer Terms"). The General Terms apply to all Dealers at all times. The Service Terms apply to the extent that the applicable Services are being supplied by heycar to Dealer, as indicated in an executed Dealer Service Form.

General Terms

1. heycar obligations

1.1 heycar warrants that:

(a) it has the right to enter into the Agreement and to provide the Services;

(b) the Services shall comply in all material respects with the applicable Service Terms;

(c) the Services, their provision by heycar and their receipt, use and possession by Dealer, do not and will not infringe the Intellectual Property Rights of any third party;

(d) the Services shall be performed with all due care, skill and diligence and in accordance with Good Industry Practice;

(e) it shall utilise such adequate number of suitably qualified, skilled, trained, experienced and competent staff as may be reasonably necessary to provide the Services and who shall be appropriately supervised by heycar; and

(f) the Services, and heycar in the performance of its obligations under the Agreement, shall comply with all applicable laws, regulatory requirements, mandatory standards and codes of practice of any competent authority for the time being in force.

1.2 In the event of any breach of any of the warranties set out in clause 1.1, in addition to any other right or remedy available to Dealer under the Agreement or otherwise, heycar agrees promptly to take (at no additional cost or expense to Dealer) whatever action it deems reasonably necessary to remedy such breach, without interruption to Dealer's ongoing business.

2. Dealer obligations

2.1 During the term of the Agreement, Dealer shall:

(a) co-operate with heycar in all matters relating to the provision of any Services, including ensuring that Dealer has sufficient equipment and resources in place to receive the Services;

(b) comply with any additional responsibilities of Dealer as set out in the applicable Service Terms and Dealer Service Form;

(d) at all times comply with the Dealer Standards;

(e) not act nor describe itself as, nor hold itself out as being, a subsidiary, franchisee, partner, agent or representative of heycar or any of its Group Members or otherwise associated with heycar or any of its Group Members except as a member of the Dealer Network. Dealer shall not make or give any representation, warranty, condition or guarantee, enter into any agreement or contract, incur any liability or do any other act in the name, or on behalf of, heycar or any of its Group Members and shall not in any way pledge the credit of heycar or any of its Group Members and shall not permit any dealer personnel to do any of the foregoing;

(f) not issue any other advertising, marketing or promotional material, in any medium, in respect of heycar or the heycar Network, except with heycar's express prior written consent;

(g) not and shall procure that every person it employs or retains (including, without limitation, Authorised Users, employees, workers, contractors and agents and/or those of any authorised sub-contractors) shall not:

(i) do or communicate anything that, in heycar's reasonable opinion, harms or may harm heycar's name, reputation or business;

(ii) use the heycar Network to:

(A) upload, store, post, transmit, distribute, link to or otherwise make available, or advertise or promote any content that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, abusive, harassing, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), liable to cause anxiety, alarm or embarrassment, knowingly false or misleading, or that does not comply with all applicable laws and regulations or is otherwise objectionable or prohibited as set out in any acceptable use policy published online in relation to the Services, as updated by heycar from time to time;

(B) impersonate any person or entity or otherwise misrepresent Dealer's relationship with any person or entity;

(D) provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organisation(s) designated by the government of the United Kingdom or any foreign government as a foreign terrorist organisation;

(E) collect or store unauthorised Personal Data in relation to any individual;

(F) transmit or distribute any unsolicited or unauthorised advertising, marketing or promotional material or other form of solicitation (spam); and/or

(G) transmit or distribute any virus and/or malicious software or code or cause any virus and/or malicious software or code to affect the heycar Network of infrastructure (including heycar's software, servers, network and/or any computer or mobile equipment used by any of our employees, agents and staff),

(h) upon request, provide heycar with such information, documentation and cooperation as heycar may reasonably require for the purposes of verifying Dealer's compliance with the terms of this clause 2.

3. Representatives

3.1 The heycar Manager shall be responsible for the co-ordination of all matters relating to the provision of the Services, and the Dealer Manager, who shall function as Dealer's counterpart to the heycar Manager, shall be responsible for the co-ordination of all matters relating to the receipt of the Services and shall have the authority to make decisions on behalf of the Dealer.

3.2 Each party shall notify the other promptly in writing in the event of any proposed change to its Representative. Each party's Representative shall be available to liaise with, and respond to queries from, the other party's Representative.

4. Fees, invoicing and payment

4.1 Any Fees payable in connection with the Agreement shall be as set out in the Dealer Service Form and shall, unless agreed otherwise in writing, be payable in accordance with this clause 4.

4.2 Dealer shall pay each undisputed invoice within 30 days of the date on which Dealer receives it.

4.3 All amounts referred to in the Agreement are exclusive of VAT or other applicable sales tax which, where chargeable by heycar, shall be payable by Dealer at the rate and in the manner prescribed by law. They are also exclusive of any other applicable taxes, duties, imposts, levies and governmental charges of any kind (except for taxes exclusively attributable to heycar's income), which Dealer shall be additionally liable to pay to heycar.

4.4 Without prejudice to any other right or remedy that it may have, if Dealer fails to pay heycar any undisputed sum due under the Agreement on the date when it becomes due ("Due Date") heycar may:

(a) charge interest on all sums outstanding beyond the Due Date of any undisputed invoice. Such interest shall be charged from the Due Date until the date of payment (including after any judgment has been obtained) at the rate of 4% per annum above the base lending rate of the Bank of England for the time being; and/or

(b) suspend all or part of the Services until payment has been made in full.

4.5 heycar may increase the Fees on 30 days prior written notice at any time .

4.6 Dealer shall not be entitled, to set off any liability to heycar against any liability of heycar to Dealer (however such liability arises and whether present or future, liquidated or unliquidated, and irrespective of the currency of its denomination).

5. Mutual warranties

5.1 Except as set out in the Agreement, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to the Services provided by heycar.

5.2 Each party warrants that:

(a) it has all rights, licences and consents which it requires to enter into and perform its obligations under the Agreement (including the right to sell the Vehicles);

(b) it shall at all times comply with applicable laws in the exercise of its rights and performance of its obligations pursuant to the Agreement,

and in the case of (c) and (d) only, each party also undertakes at all times that:

(d) it will obtain and maintain all necessary and/or appropriate licences, permissions, memberships, registrations and authorisations (including such authorisation from the Financial Conduct Authority as may be required in accordance with the provisions of the Financial Services Market Act 2000 for the purpose of any proposed transaction with a Customer).

6. Indemnity

6.1 Dealer shall indemnify and keep heycar indemnified against all loss or damage that heycar incurs or suffers however arising as a result of or in connection with:

(a) any claim made by any third party arising out of or in connection with Dealer's breach of clause 5.2;

(b) any breach of clause 2.1 or clause 8; and

(c) any indemnity contained in the Service Terms, as relates to the Services heycar has agreed to provide to Dealer in an executed Dealer Service Form.

7. Exclusions and limitations

7.1 Nothing in the Agreement limits or excludes either party's liability:

(a) for death or personal injury caused by its negligence;

(b) for fraudulent misrepresentation or for any other fraudulent act or omission;

(d) any indemnity given under or in connection with the Agreement; or

(e) for any other liability which may not lawfully be excluded or limited.

7.2 Subject to clause 7.1, heycar shall not be liable (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any:

(a) loss of profit;

(b) loss of sales, turnover, revenue or business;

(d) loss of or damage to reputation or goodwill;

(e) loss of anticipated savings;

(f) loss of any software or data;

(g) loss of use of hardware, software or data;

(h) loss or waste of management or other staff time; or

(i) indirect, consequential or special loss; arising out of or relating to the Agreement.

7.3 Subject to clauses 7.1 and 7.2, each party's total liability arising out of or relating to the Agreement or its subject matter and to anything which it has done or not done in connection with the same (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited, in respect of each 12-month period calculated from the Effective Date (each a "Contract Year"), to the greater of:

(a) the total of all amounts paid or payable by Dealer to heycar under the Agreement during such Contract Year; and

(b) £10,000.

8. Confidentiality

8.1 Subject to clause 18.2, each party shall:

(a) keep confidential all Confidential Information of the other party which it receives in connection with the Agreement;

(b) apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information;

(c) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, the Agreement;

(d) not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors and sub-contractors on a 'need to know' basis as strictly required for the purposes of the Agreement and subject to each such person being bound by an obligation of confidentiality equivalent to this clause 8); and

(e) promptly, upon request and, in any event, upon termination of the Agreement (for whatever reason), at the other party's election, return to the other party or destroy all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.

8.2 Either party may disclose the other's Confidential Information to the extent required by law or by any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).

9. Data protection

9.1 Each party shall:

(a) at all times during the term of the Agreement, comply with the Data Protection Legislation; and

(b) to the extent applicable under the Data Protection Legislation, obtain and maintain all appropriate registrations and consents and provide all notices required in order to allow that party to perform its obligations under the Agreement.

9.2 Each party warrants that in relation to any shared Personal Data:

(a) it has in place, and will maintain in place for the term of the Agreement, all appropriate technical and organisational security measures to protect Personal Data from loss, misuse, unauthorised disclosure, alteration or destruction;

(b) it has appropriate internal procedures in place to identify, correct and update any shared Personal Data which may be inaccurate;

(c) it will ensure that its personnel are appropriately trained to handle and process the shared Personal Data in accordance with the Data Protection Legislation and that the level, content and regularity of such training shall be proportionate to the personnel's role, responsibility and frequency with respect to their handling and Processing of the shared Personal Data;

(d) without undue delay, and in any event within 24 hours of becoming aware, notify the other party of any data breach involving any shared Personal Data, and provide all material information pertaining to the breach and reasonably co-operate with heycar the other party's handling of the matter, including:

(i) assisting with any investigation;

(ii) providing the other party with access to facilities or operations;

(iii) facilitating interviews with personnel, former personnel and others involved in the matter; and

(iv) making available all relevant records, logs, files, data reporting and other materials,

in each case as reasonably required to comply with the Data Protection Legislation; and

(e) it will provide timely cooperation and assistance to the other party in ensuring compliance with the other party's obligations to respond to any complaint or request from any applicable data protection authority or any subject access request under any Data Protection Legislation, including by promptly notifying the other party of each subject access request it receives.

9.3 Dealer warrants that it shall only use any shared Personal Data included in the Lead Data for the purposes of performing its rights and obligations under the Agreement.

10. Provision of the services

heycar will begin providing the Services to Dealer from the relevant Start Date. Any revision requested by Dealer to the Services may be effected from time to time, but only further to Dealer's request to heycar for a quotation based upon the proposed revision. Such quotation shall be provided by heycar no more than 14 days after receipt of such request, and Dealer shall accept or reject such quotation within 14 days from its receipt. Failure by Dealer to accept a quotation in writing shall be deemed a rejection. Pursuit of negotiation of a quotation by Dealer shall stay the 14-day period for so long as such negotiations are pending.

11. Changes

heycar may update these Dealer Terms from time to time, in its sole discretion, to reflect changes to its service offering and business operations. heycar will notify Dealer of any such amendments 30 days before they become effective ("Notice Period").

12. Term and Termination

12.1 The Agreement shall commence on the Effective Date and shall, unless sooner terminated in accordance with this clause 12, continue until the Initial Term and thereafter renew automatically for successive Renewal Terms.

12.2 The Service(s) elected to be received under these Dealer Terms (as indicated in the Dealer Service Form) shall be provided from the Start Date, unless sooner terminated in accordance with this clause 12.

12.3 If Dealer wishes to no longer receive any applicable Services, it must notify heycar in writing within 30 days of the end of the Initial Term or Renewal Term (as applicable) of the Service(s) it no longer wishes to receive ("Service Termination Notice"). Following receipt of a valid Service Termination Notice, heycar will no longer be obliged to provide the applicable Service(s) indicated in the Service Termination Notice. However, the Service Termination Notice shall not affect the provision of any Service(s) not mentioned therein and the Agreement shall continue to apply as between the parties.

12.4 In addition to any rights of termination contained in applicable Service Terms, either party may terminate the Agreement, by giving the other written notice:

(a) not later than 30 days before the end of the Initial Term or the relevant Renewal Term, to terminate at the end of the respective Initial Term or the Renewal Term, as the case may be;

(b) if the other materially breaches any term of the Agreement and it is not possible to remedy that breach;

(c) if the other materially breaches any term of the Agreement and it is possible to remedy that breach, but the other fails to do so within 30 days of being requested in writing to do so;

(d) (where such termination is permitted by law) if the other suffers or undergoes an Insolvency Event; or

(e) pursuant to clause 14, the other is delayed in performing its obligations under the Agreement for a period of 30 days or more.

12.5 For the purposes of clause 12.4, in order for it to be possible to remedy a breach it must be possible to take steps so as to put the other party into the same position which (save as to the date) it would have been in if the breach had never occurred.

13. Consequences of termination

13.1 Upon termination of the Agreement, for any reason:

(a) heycar shall promptly discontinue supply of the Services; and

(b) Dealer shall have no claim against the heycar, as a result of the termination, in accordance with the terms of the Agreement, for compensation of any kind, including, without limitation, for loss of agency rights, loss of opportunity or goodwill or any similar loss.

13.2 Termination of the Agreement for any reason will not affect:

(a) any accrued rights or liabilities which either party may have by the time termination takes effect; or

(b) the coming into force or the continuation in force of any of its provisions that expressly or by implication are intended to come into force or continue in force on or after the termination.

14. Force majeure

14.1 Neither party will be liable to the other for any failure or delay in performing its obligations under the Agreement which arises because of any circumstances which it cannot reasonably be expected to control (which shall include Act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving personnel of heycar or a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery or breakdown in machinery, or interruption or failure of the Internet or of any network, telecommunications, power supply or infrastructure, or any provider of any of the foregoing), provided that it:

(a) notifies the other in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely effects;

(b) uses reasonable efforts to mitigate the effects of the circumstances so as to minimise or avoid any adverse impact on the other; and

in no event shall Dealer's failure or inability to pay for any reason constitute a force majeure event.

15. General

15.1 Dealer may not sub-license or assign, sub-contract or delegate any or all of its rights or obligations under the Agreement without the prior written consent of heycar. If heycar consents to Dealer sub-contracting performance of its obligations, Dealer will remain liable for performance of the relevant obligations and shall procure that the sub-contractor complies with all relevant provisions of the Agreement applying to performance of the obligations concerned.

15.2 All notices and consents relating to the Agreement (but excluding any proceedings or other documents in any legal action) must be in writing. Notices must be sent by email to the email address of the recipient set out in the Dealer Service Form or otherwise notified by the relevant party in accordance with the Agreement. Notices shall be deemed as having been delivered 24 hours from the time of being sent.

15.3 Unless the parties expressly agree otherwise in writing, if a party:

(a) fails to exercise or delays exercising or only exercises partially any right or remedy provided under the Agreement or by law; or

(b) agrees not to exercise or to delay exercising any right or remedy provided under the Agreement or by law;

then that party shall not be deemed to have waived and shall not be precluded or restricted from further exercising that or any other right or remedy.

15.4 If any provision of the Agreement is held for any reason to be ineffective or unenforceable, this shall not affect the validity or enforceability of any other provision of the Agreement or the Agreement as a whole. If any provision of the Agreement is so found to be ineffective or unenforceable but would be effective or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it effective and enforceable.

15.5 All variations to the Agreement must be agreed, set out in writing and signed on behalf of both parties before they take effect.

15.6 Except to the extent that the Agreement expressly provides otherwise, nothing in the Agreement shall or is intended to create a partnership or joint venture between the parties, constitute one party as agent of the other or give either party authority to make or enter into commitments, assume liabilities or pledge credit on behalf of the other party. Neither party may act as if it were, or represent (expressly or by implying it) that it is, an agent of the other or has such authority.

15.7 A person who is not a party to the Agreement shall not have any rights under or in connection with it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

15.8 It is a condition of the Agreement that, in pre-contract negotiations and in the exercise of its rights or the performance of its obligations under the Agreement, each party shall at all times ensure that it complies with the terms of the Bribery Act 2010 and that it does not commit (or procure the commission of) any breach of that Act.

15.9 The Agreement sets out all of the terms that have been agreed between the parties in relation to the subjects covered by it, and supersedes all previous agreements between the parties relating to such subjects. Provided always that nothing in this clause 15.9 will operate to limit or exclude any liability for fraud or fraudulent misrepresentation, no other representations or terms shall apply or form part of the Agreement and each party acknowledges that it has not been influenced to enter the Agreement by, and shall have no rights or remedies (other than for breach of contract) in respect of, anything the other party has said or done or committed to do, except as expressly recorded in the Agreement.

15.10 Subject to clause 15.12, any dispute or difference between the parties arising out of or in connection with the Agreement, its interpretation or subject-matter ("Dispute") shall be referred to the Representatives and then, if still not resolved, to the Chief Executive Officer (or equivalent officer) of each party. If any such Dispute remains unresolved for a period in excess of 14 days from the date it was referred to the latter representatives (or such other period as the parties may agree), it will be resolved in accordance with clauses 15.11 and 15.13.

15.11 Subject to clause 15.12, any Dispute which remains unresolved following the exhaustion of the procedure set out in clause 15.10 shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration ("LCIA"), which rules are deemed to be incorporated by reference into the Agreement. The number of arbitrators shall be one, unless the LCIA determines that, in view of all the circumstances of the case, a three-member tribunal is appropriate. The place and seat of arbitration shall be London, England. The language to be used in the arbitration proceedings shall be English. The decision of the arbitrator shall be final and binding upon the parties. Any reference under this clause 15.11 shall be deemed to be a reference to arbitration within the meaning of the Arbitration Act 1996.

15.12 Nothing in the Agreement shall prevent any party, in cases in which interim, injunctive or declaratory relief is required, or where the right to issue proceedings would be prejudiced by the impending expiration of any applicable limitation period, from commencing proceedings and pursuing claims before a court of competent jurisdiction.

15.13 This Agreement is governed by English law. Subject to clause 15.11, the parties submit to the exclusive jurisdiction of the English courts in relation to any Dispute, but heycar is also entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce its Intellectual Property Rights and/or Confidential Information.

Service Terms

16. Advertising and Marketing Services

16.1 Application

This clause 16 applies if the parties have agreed that heycar will provide Advertising and Marketing Services to Dealer, as indicated in an executed Dealer Service Form.

16.2 Services

(a) The Advertising and Marketing Services shall comprise of the following services, which heycar shall supply to Dealer:

(i) appoint Dealer as a member of the Dealer Network;

(ii) market and promote the Vehicles by making Listings available in relation to such Vehicles via the heycar Network;

(iii) refer Enquiries from Customers to Dealer via the API or such other means as agreed between the parties in writing from time to time;

(iv) make the heycar Network available to Dealer via the SFTP or such other means as agreed between the parties in writing from time to time; and

(v) periodically provide Dealer with insights relating to its use of the heycar Network,

(together, "Advertising and Marketing Services").

16.3 Dealer acknowledgments

(a) Dealer acknowledges and accepts that:

(i) the decision to advertise or promote any Vehicle through the heycar Network is subject to heycar's absolute discretion, heycar reserves the right to suspend Dealer's access to the heycar Network or refuse or cease to display any Listing at any time without liability to Dealer;

(ii) heycar makes no warranty or representation that any advertisement for sale of a Vehicle or any Lead will result in a sale of the Vehicle and heycar shall have no liability whatsoever to Dealer for any losses Dealer incurs as a result of its failure to sell any Vehicle on the heycar Network;

(iii) the SFTP, API and the heycar Network are provided on an "as-is" basis and heycar makes no warranty or representation that the Advertising and Marketing Services will be error-free, uninterrupted or free from malware or viruses; or are fit for any particular purpose held out by Dealer;

(iv) heycar may verify and/or supplement the Vehicle Details included in any Listing including, without limitation, through conducting its own hire purchase investigation and other checks in relation to the Vehicles;

(v) subject to clause 116.7(a), Dealer is free to set the Vehicle Price and heycar shall have no responsibility for any inaccuracies or errors in the Vehicle Price displayed as part of any Listing. Without prejudice to the generality of the foregoing, any Vehicle Price, including in relation to commercial Vehicles, must be inclusive of VAT. To the extent that any Vehicle Price provided by Dealer is not inclusive of VAT, heycar may add VAT at the then current rate to the Vehicle Price advertised. However it shall have no obligation to do so and shall have no responsibility for any failure by Dealer to include VAT in any Vehicle Price it provides;

(vi) heycar has absolute discretion in respect of the format, number, look and feel and/or presentation of each Listing (including but not limited to any vehicle images); and

(vii) Dealer is solely responsible for the content and accuracy of the Vehicle Details, including but not limited to its compliance with all relevant Regulatory Requirements. In the event the Vehicle price displayed in any Listing is inaccurate or out of date as a result of any failure by Dealer to provide accurate Vehicle Details then heycar may conclude the Sale on the terms set out in the Listing and shall have no liability to Dealer in respect of any Sale at an undervalue.

16.4 Dealer duties

(a) heycar's performance of the Advertising and Marketing Services is conditional on Dealer:

(i) providing heycar with the Vehicle Details via the SFTP in respect of the majority of the vehicles in its stock which meet the Vehicle Condition Standards, and in any event, in relation to each Vehicle that Dealer wishes to advertise through the heycar Network;

(ii) ensuring that all Vehicle Details are at all times complete, accurate and up to date and do not include Personal Data;

(iii) be responsible for any harm or damage suffered by any Customer on the Dealer's premises;

(iv) using reasonable endeavours to ensure that any Vehicle in the Data Upload is available for heycar to purchase;

(v) ensuring the purchase price of a Vehicle contained in the Vehicle Details is no higher than the price for the relevant Vehicle offered directly by Dealer to potential customers;

(vi) providing heycar with a daily (Monday-Friday at between 22.00 and 23.59) Data Upload of all current stock available for purchase by heycar – heycar will filter the data provided to exclude vehicles over 96 months old, and/or those that have been driven over 100,000 miles;

(vii) ensuring that all Vehicles comply with the Vehicle Condition Standards;

(viii) ensuring that each Data Upload:

(A) contains the Vehicle Details and the Dealer Information as well as any other information heycar may reasonably request from time to time;

(B) includes cars and vans (LCV) only (HGV, motorcycle stock and any other form of transportation shall not be included);

(C) is sent to heycar in standard DMS14 format, with the exception of Dealer Information, for which separate data files will be sent by Dealer,

(ix) where possible, offering vehicle finance to Customers subject to reasonable conditions, credit checks and third-party finance provider requirements at a rate not higher than 12.9% APR or as otherwise agreed with heycar in writing;

(x) maintaining an up-to-date and accurate written list of current Authorised Users and ensure that each Authorised User shall keep a secure password for his/her use of the SFTP and that each Authorised User shall keep his/her password confidential;

(xi) offering and complying with the terms of the Vehicle Warranty Requirements;

(xii) seeking to resolve as quickly and efficiently as possible any concerns or complaints raised by the Customer in respect of the Vehicle it has purchased;

(xiii) promptly notifying its heycar Manager of any dispute with or complaint received from a Customer in relation to any Vehicle or Listing and the parties shall work together in good faith to resolve such disputes as soon as reasonably possible;

(xiv) collaborating in good faith with heycar and any relevant vehicle finance provider with regard to any money back guarantee scheme it offers to Customers who purchase Vehicles; and

(b) If Dealer becomes aware of any errors or inaccuracies in any Listing, it shall promptly inform heycar and the parties shall work together in good faith to correct any such Listing as soon as reasonably possible.

(c) If any Vehicle is sold or otherwise ceases to be available for purchase by Customers, Dealer shall ensure that such Vehicle is removed from the next Data Upload.

(d) Dealer shall inform heycar promptly, in writing, if a Vehicle included within the daily Data Upload has been sold and therefore becomes unavailable.

16.5 Dealer shall, no later than the 6^th day of each month, provide to heycar the following data, in a format requested by heycar, for each Vehicle sold in the previous month, and any other such data that heycar may request from time to time, as reasonably required for heycar to conduct sales matching:

(a) VRM Data;

(b) Vehicle sale date;

(d) customer postcode; and

(e) dealership name and location (if part of a group).

16.6 Vehicle Warranty Requirements

All Vehicles must have warranty cover which expires no less than 90 days from the Collection Date. Such warranty cover may consist of either:

(a) an unexpired manufacturer's warranty; or

(b) a dealer warranty providing a materially equivalent standard of protection to a manufacturer's warranty.

16.7 Vehicle Sale / Purchase

(a) heycar shall have the option to purchase any available Vehicle at Dealer's retail Vehicle Price stated in the daily Data Upload.

(b) Once an order has been received from a Customer to purchase a Vehicle, heycar will contact Dealer's nominated contact to confirm Vehicle availability.

(c) Once a sale has been agreed between heycar and a Customer, following confirmation from Dealer that the Vehicle is available, heycar will send Dealer an order form (the "Purchase Order Form") for the purchase of the relevant Vehicle by heycar. The Dealer shall promptly check and sign the Purchase Order Form and return to heycar to confirm the sale.

(d) For each completed Sale, Dealer shall pay heycar the applicable Fees as set out in the Dealer Service Form.

(e) Dealer acknowledges and agrees that heycar shall be free to sell any Vehicle purchased pursuant to clause 116.7(a) at the price which it determines in its sole discretion. All collection and delivery charges are to be strictly dealt with by heycar.

16.8 Post-sale process

(a) Following completion of a Sale, heycar will confirm:

(i) the Collection Date;

(ii) whether the Vehicle is to be collected by heycar's nominated collection agent or a Customer (in which case heycar will also confirm the name of such Customer); and

(iii) the Inspection Date (if applicable).

(b) Dealer shall:

(i) ensure that all the following items (including the detachable 'section 6 Green Slip' section of the V5C) are inside the Vehicle, including:

(A) adequate fuel to reach the nearest petrol station, or a minimum of 100 miles range in the case of electric vehicles;

(B) 2 x working keys;

(C) V5C including section 6 'Green Slip'; the dealer must notify heycar on the 'Purchase Order Form' the Section 6 'Green Slip' Document Reference Number (12 digits);

(D) Vehicles should be recorded with DVLA 'In Trade' at the point of the purchase by heycar;

(E) Vehicles without a current V5C cannot be purchased by heycar under any circumstances. Vehicles with a cherished number on the current V5C will be taken to include the cherished number within the purchase price and this will be retained by heycar/the new owner;

(F) a full, accurate and up to date service record (unless provided for online or in other electronic form); and

(G) any other applicable accessories or documentation (including radio code, locking spare wheel nut and standard tool kit etc).

(ii) ensure the Vehicle meets the Vehicle Condition Standards and that it will be available for collection within 7 Business Days of completion of a Sale;

(iii) within 1 Business Day notify heycar when the Vehicle will be ready for collection;

(iv) send an invoice to heycar no later than 2 Business Days prior to the Collection Date;

(v) call the Customer not less than 24 hours before the agreed Collection Date to activate the applicable Vehicle warranty using the contact details provided by heycar;

(vi) make the Vehicle available for Inspection on the Inspection Date and allow the heycar nominated assessor to commence the Inspection within 15 minutes of their arrival at the Dealership Location;

(vii) make the Vehicle available for collection on the Collection Date and ensure that the Vehicle must be ready for collection within 15 minutes of the Customer or heycar's nominated collection agent (as applicable) arriving at Dealer's premises;

(viii) where the Vehicle is collected by a Customer, require the Customer to:

(A) verify their identity with photo identification (such as a passport or driving licence) prior to taking possession of the Vehicle; and

(B) sign an acceptance form acknowledging receipt of the Vehicle in the format provided by heycar from time to time;

(ix) and shall keep copies of all such signed acceptance forms for two years and of the identification provided for 30 days and provide copies of each to heycar on request;

(x) within 2 Business Days of the Collection Date, Dealer must dispatch the V5C by recorded delivery to: Mobility Trader UK Ltd. T/A heycar; and

(xi) within 10 Business Days of the Collection Date, Dealer must (if applicable) register the Customer as the registered owner of the warranty of the Vehicle.

(c) If the Vehicle is not made available for collection in accordance with the obligations stipulated in clause 116.8(b), Dealer shall reimburse heycar for any and all costs and/or losses that it incurs as a result of any cancelled or rearranged collection.

(d) Notwithstanding the outcome of an Inspection, if heycar (or a third party acting on its behalf) determines the Vehicle did not meet the relevant Vehicle Condition Standards at the point of collection, heycar shall be entitled to cancel the Sale in accordance with clause 16.9 and Dealer shall refund any payment made in respect of the Vehicle to heycar in full within 14 days of the Collection Date.

16.9 Cancellation

(a) heycar shall be entitled to cancel any Sale at any point up to 30 days following the date of the Sale if in heycar's reasonable opinion:

(i) the Vehicle does not conform/comply with the applicable Vehicle Condition Standards;

(ii) the Vehicle has been incorrectly described in the Data Upload;

(iii) the Vehicle is otherwise of unsatisfactory quality or fitness for purpose (including if it is damaged or has a fault or mechanical issue in any way); and/or

(iv) Dealer has failed to comply with its obligations in respect of such Sale pursuant to clause 16.8.

(b) In the event heycar is required by Dealer to rearrange a Collection Date or Inspection Date and a cancellation notification is received from the Customer prior to the rearranged Collection Date or Inspection Date (as applicable), heycar shall be entitled to cancel the Sale.

(c) Where heycar cancels any Sale pursuant to clauses 116.9(a) or 116.9(b), the Vehicle will be returned to Dealer at Dealer's reasonable expense and Dealer shall provide heycar with a full refund of all amounts paid to Dealer by heycar in respect of such Sale together with any other costs heycar has incurred in connection with such Sale, including, without limitation, any costs associated with collection, Inspection and/or delivery of the Vehicle, within 7 days of delivery to Dealer of the rejected Vehicle.

16.10 Terms of sale

(a) Save as expressly set out herein, all Sales to heycar are final, unless the Vehicle has been incorrectly described in the Data Upload or a Vehicle is subsequently considered to be faulty or damaged i.e. not fit for purpose or otherwise fails to comply with the applicable Vehicle Condition Standards.

(b) Sales are to heycar not to the Customer. Dealer has no liability in respect of distance selling to the Customer.

(c) The terms of this Agreement shall apply to any Sale to the exclusion of any other terms and conditions of sale. No terms or conditions endorsed upon, delivered with or contained in any quotation, estimate, correspondence, acknowledgement or acceptance of order or any similar document issued by Dealer shall form part of any contract between Dealer and heycar. And Dealer waives any right which it otherwise might have to rely on such terms and conditions.

(d) Title to any Vehicle subject to a Sale will pass to heycar upon full payment of cleared funds by heycar to Dealer of the Vehicle Price. Dealer warrants that such transfer of title shall be free of any encumbrance or third-party claim. Risk in the loss of or damage to Vehicle will transfer to heycar on collection.

(e) In the event that heycar cancels the Sale in accordance with clause 16.9, title in the Vehicle shall revert to Dealer upon heycar's receipt in full and cleared funds of the refund of the purchase price of the Vehicle. Risk in the loss of or damage to the Vehicle will transfer to Dealer on delivery of the Vehicle from heycar to Dealer following any such cancellation.

(f) Except as otherwise set out in this Agreement, Dealer shall have no liability for the collection and/or delivery of any Vehicle or any associated costs or charges for collection and/or delivery.

16.11 Intellectual Property Rights

(a) Dealer hereby grants heycar for the duration of this Agreement a non-exclusive, revocable, non-transferable, royalty-free licence:

(i) to copy, use and display Dealer IPR on the heycar Network; and

(ii) use, modify, copy, adapt, distribute and display the data relating to a Vehicle for the purpose of displaying the Vehicle advertisements on the heycar Site.

(b) heycar hereby grants Dealer for the duration of this Agreement, a non-exclusive, revocable, non-transferable, royalty-free licence for the Authorised Users to remotely access the SFTP and/or the API for solely for the purpose of providing the Data Upload and receiving Leads (the "Purpose").

(c) Save to the extent required to be permitted under applicable law which is incapable of exclusion, Dealer shall not and shall procure that any Authorised Users shall not copy, reverse assemble, reverse compile, decode or otherwise translate the object code underlying the SFTP and/or the API.

(d) heycar warrants that Dealer's use of the SFTP and/or API in accordance with clause 116.11(b) shall not infringe the Intellectual Property Rights of any third party. This warranty shall not apply if:

(i) Dealer has modified or adapted the SFTP or API; and

(ii) Dealer has used the SFTP or the API for any reason other than the Purpose,

and Dealer shall remain solely liable for any third-party claims arising out of its breach of 116.11(d)(i) and 116.11(d)(ii).

(e) Subject to clause 116.11(d), heycar shall indemnify Dealer and keep Dealer indemnified against all liabilities, costs, expenses, damages and losses (including any, penalties and reasonable legal costs and expenses) suffered or incurred by Dealer arising out of or in connection with any claims by a third party that the exercise of the rights granted pursuant to clause 116.11(c) infringes any third party's Intellectual Property Rights.

(f) Dealer shall indemnify heycar and keep heycar indemnified against all liabilities, costs, expenses, damages and losses suffered or incurred by heycar arising out of or in connection with its exercise of the rights granted pursuant to clause 116.11(a) and against any actual or threatened:

(i) third-party claim or legal action; or

(ii) administrative agency action or proceeding,

to the extent arising from or related to any alleged or actual infringement of any third-party Intellectual Property Rights by heycar.

(g) Save as expressly set out herein, nothing in this Agreement shall cause the ownership of any Intellectual Property Rights belonging to one party to be transferred to the other.

(h) heycar and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in heycar's brands, trade marks and logos, the heycar Network and the Lead Data. Except as expressly permitted by this Agreement, Dealer may not use any of heycar's Intellectual Property Rights without heycar's prior written consent.

(i) Dealer shall promptly bring to the attention of heycar any improper or wrongful use of any Intellectual Property Rights of heycar which comes to Dealer's notice. Dealer shall assist heycar in taking all steps to defend heycar's Intellectual Property Rights, but not institute legal proceedings of its own accord.

16.12 Indemnity

Dealer shall indemnify and keep heycar indemnified against all loss or damage that heycar incurs or suffers however arising as a result of or in connection with clauses 116.4(a), 116.7(e), 116.8(b), and 116.9(a).

17. Vehicle details and dealer information

17.1 The Data Upload sent to heycar from Dealer must contain the following Vehicle Details and Dealer Information to enable heycar to provide details of available Vehicles to Customers:

(a) Dealer Id: An identifier for Dealer, or showroom allowing cars in the vehicle file to be linked to the site location.

(b) Feed Id: The Dealer Id from the dealer file

(d) Make

(e) Manufacturer approved

(f) Model

(g) Year

(h) Price

(i) Picture Refs: a comma separated list of images for the car

17.2 The vehicle file should include the following fields for best visibility in the search results:

(a) Full Registration: The Vehicle Registration Mark for the car where available

(b) Colour

(d) Body Type

(e) Doors: Number of Doors

(f) Variant

(g) Engine Size

(h) Transmission

(i) Description

(j) Options

17.3 There is no industry wide specification for Comma Separated Files, however conforming to the following instructions will ensure the best compatibility with heycar Site:

(a) All fields should be enclosed in double quotes. e.g. "field1","field2".

(b) Any quotes within fields should be encapsulated with a quote. e.g. say "hello" there, would appear in the file as "say ""hello"" there".

(d) Files should be UTF-8 encoded.

(e) When a field is missing at the end of line, include this field in the output as,"" - don't create sparse files.

(f) Do not include text in numerical fields such as price or year.

18. Vehicle Condition Standards

18.1 The Dealer shall ensure that every Vehicle offered to heycar complies with the relevant Vehicle Condition Standards referred to below as applicable to their specific category (Used Pre-Registered and Used).

18.2 Used 'Pre-registered' Vehicles

18.3 Vehicles that are listed as pre-registered must fully conform to the Vehicle Condition Standards for new Vehicles, with the exception that the mileage clause stipulated shall be 100 miles for pre-registered stock and in addition must:

(a) not have been used in any way (including for the purpose of demonstrations, short term loan usage or any use by Dealer's employee whether privately or in the course of business). The Dealer shall be entitled to use the Vehicle to the extent that it is strictly required for the performance of proper and bona fide preparations of the Vehicle for a Sale;

(b) have the date of registration and the accurate current recorded mileage included in the Vehicle Details;

(c) have a valid unexpired manufacturer warranty or a warranty providing materially the same standard of protection as a manufacturer warranty, which is due to expire not less than 30 months from the date of Sale;

(d) not exceed 6 months of age from the date of registration;

18.4 Used Vehicle Condition Standards

(a) Vehicles must be prepared by Dealer in accordance with any applicable franchise approved programme standard, and in any case as a minimum must conform to the following standard: 0-72 months old.

(b) 0-59,000 miles.

(c) Service history: must be present and up-to-date. All vehicles must have at least 6 months or 6,000 miles before the next service is due.

(d) MOT status: all vehicles must have a valid MOT or not be due a MOT for at least 6 months.

(e) Tyres must be of the correct specification and have at least 3mm of usable tread across the tyre.

(f) Vehicles must undergo a full retail valet prior to collection.

(g) 2 keys and if appropriate radio code and alloy wheel locking key must be provided.

(h) Standard equipment (including removable sat nav units and CD/SD cards) must be provided.

18.5 Used Vehicle Condition Standards (vehicles from 0 to 12 months of age):

(a) Vehicles that are listed as used below 12 months old must comply with the following Vehicle Condition Standards:

(i) The Dealer shall carry out Vehicle inspection by applying a 2-metre arc appraisal in neutral daylight conditions on a clean dry vehicle.

(ii) Bodywork and Painted Components

(A) Maximum of 2 dents per car not to exceed 25mm in diameter.

(B) Maximum of 2 scratches per car not to exceed 30 mm in length.

(D) No evidence of previous repairs.

(iii) Bumpers

(A) Only light scratches up to 30mm in length.

(iv) Windscreen & Glass

(A) No chipping to exceed 5mm in diameter.

(B) Scratches that are easily visible at the viewing distance are not acceptable.

(v) Wheel & Tyres

(A) Maximum damage per wheel/trim not in excess of 25mm.

(B) Tyres must have a minimum of 3mm tread depth and meet current MOT standards.

(vi) Interior

(A) To be clean, no permanent marking or stains.

(B) Light scratching to sill entry plates and load area are acceptable.

(vii) Mechanical/Electrical

(A) Engine and transmission must function correctly.

(B) Electrics to function correctly with no faults or dashboard warning lights illuminated.

19. Used Vehicle Conditions Standards (vehicles from 12 to 72 months of age):

19.1 Vehicles that are listed as used between 12 & 72 months old must comply with the following Vehicle Condition Standards:

(a) Vehicle inspection will be carried out applying a 2-metre arc appraisal in neutral daylight conditions on a clean dry vehicle.

(i) Bodywork and Painted Components

(A) Maximum of 3 dents per car not to exceed 30mm in diameter.

(B) Maximum of 3 scratches per car not to exceed 30 mm in length

(D) No evidence of previous repairs.

(b) Bumpers

(i) Only light scratches up to 30mm in length, maximum 1 per bumper

(i) No chipping to exceed 10mm in diameter, maximum 3 per windscreen

(ii) Scratches that are easily visible at the viewing distance are not acceptable.

(d) Wheel & Tyres

(i) Maximum damage per wheel/trim not in excess of 25mm

(ii) Tyres must have a minimum of 3mm tread depth and meet current MOT standards

(iii) Tyres must be of the correct size and specification.

(e) Interior

(i) To be clean, no permanent marking or stains.

(ii) Light scratching to sill entry plates and load area are acceptable.

(iii) Must be free from smoking or pet or other odours

(f) Mechanical/Electrical

(i) Engine and transmission must function correctly

(ii) Electrics to function correctly with no faults or dashboard warning lights illuminated.

(iii) Service history to be complete, and up to date.

19.2 heycar reserves the right to reject vehicles that in its opinion do not conform/comply with the applicable Vehicle Condition Standards and to cancel the relevant Sale.

20. Definitions and interpretation

20.1 The definitions and rule of interpretation set out in this clause 120.1 apply to the Agreement:

"Advertising and Marketing Services" has the meaning given to it in clause 116.2(a).

"Agreement" means these Dealer Terms and the Dealer Service Form, together.

"API" means the application programming interface that heycar uses to notify the Dealer of any Leads.

"Authorised User" means any employee, staff member or agent of the Dealer authorised by heycar to access the SFTP via a user account.

"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

"Call" means a phone call from a Customer to a Dealer using a trackable telephone number set up and maintained by heycar in order to connect Customers and Dealers in relation to Listings.

"Collection Date" means the date on which the Customer or heycar or its authorised representative collects the Vehicle and the ancillary items from the Dealership Location following a Sale.

"Confidential Information" means all information (whether written, oral or in any other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of this agreement), including all information relating to that other's business, operations, systems, processes, products, trade secrets, know how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which (a) is available to the public other than through breach of this agreement; (b) is, when supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or (c) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others. heycar's Confidential Information includes the terms of this agreement and the Lead Data.

"Contract Year" has the meaning given to it in clause 17.3.

"Conversion Rate" means the rate at which heycar leads convert to a sale for the Dealer.

"Customer" means any user of the heycar Network who accesses it for the purpose of viewing any Listing and/or to purchase a Vehicle.

"Data Protection Legislation" means any applicable legislation and/or regulation which relates to the protection of personal data, including, without limitation, the UK GDPR (as defined in the Data Protection Act 2018 (as amended)), and including, where applicable, the guidance and codes of practice issued by the applicable supervisory authorities (including the Information Commissioner).

"Data Upload" means the provision of Vehicle Details via the SFTP.

"Dealer" means the 'dealer' set out in the Dealer Service Form.

"Dealer Information" means the details relating to the Dealer required as part of the Data Upload as is more particularly set out in clause 117 or otherwise notified by heycar to the Dealer in writing from time to time.

"Dealer IPR" means any and all Intellectual Property Rights owned by the Dealer (and/or licensed to the Dealer by a third party) in connection with the sale and/or lease of Vehicles or which is used by heycar in connection with this agreement, including such rights as may be owned by the manufacturer of a Vehicle.

"Dealer Manager" means the individual stated in the Dealer Service Form or any successor as notified in writing to heycar.

"Dealer Network" means the network of vehicle dealers who advertise Vehicles through the heycar Network as operated by or on behalf of heycar from time to time;

"Dealer Service Form" means the dealer service form that sets out the particulars of the Services to be provided by heycar to Dealer from time to time.

"Dealer Standards" means the required standards for each member of the Dealer Network as made available at heycar.co.uk/dealer-info or otherwise notified by heycar to the Dealer in writing from time to time.

"Dealer Terms" has the meaning given to it in the introduction.

"Dealership Location" means the dealership branch or other location from which Vehicles are made available for sale by or on behalf of the Dealer.

"Dispute" has the meaning given to it in clause 115.10.

"Due Date" has the meaning set out in clause 14.4.

"Effective Date" has the meaning given to it in the Dealer Service Form.

"Enquiry" means any written enquiry submitted by a Customer to a Dealer by email or through the applicable contact form functionality on the heycar Network in relation to a Vehicle.

"Fees" means the fees for the Services and Sales, particulars of which are set out in the Dealer Service Form.

"General Terms" means the 'general terms' set out in the Dealer Terms.

"Good Industry Practice" means in relation to any undertaking and any circumstances, the exercise of that degree of professionalism, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same type of activity under the same or similar circumstances.

"Group Member" means at the relevant time, in relation to any entity, an entity which, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with that entity, where "control" means holding, directly or indirectly, a majority of the voting rights in it, or the power to direct or cause the direction of its management, policies or operations, whether through holding of voting rights, by contract or otherwise.

"heycar Manager" means the individual stated in the Dealer Service Form or any successor as notified in writing to the Dealer.

"heycar Network" means the network of online platforms through which heycar promotes Listings including, without limitation, the heycar Site, the API, the SFTP, and the Third Party Platforms.

"heycar Site" the websites operated by or on behalf of heycar at <heycar.co.uk> and <honestjohn.co.uk> (or any successor uniform resource locator (URL) addresses notified by heycar from time to time).

"Insolvency Event" means, in relation to a person (which includes an individual and a legal person, such as a limited company), any of the following events:

(a) a meeting of creditors of that person being held or an arrangement or composition with or for the benefit of its creditors (including a voluntary arrangement as defined in the Insolvency Act 1986) being proposed by or in relation to that person;

(b) a chargeholder, receiver, administrative receiver or other similar person taking possession of or being appointed over or any distress, execution or other process being levied or enforced (and not being discharged within seven days) on the whole or a material part of the assets of that person;

(c) that person ceasing to carry on business or being deemed to be unable to pay its debts within the meaning of section 123 Insolvency Act 1986 (except that, for the purposes of this agreement, the reference to £750 in section 123(1) of that Act shall be construed as a reference to £10,000);

(d) that person or its directors or the holder of a qualifying floating charge or any of its creditors giving notice of their intention to appoint, appointing or making an application to the court for the appointment of, an administrator;

(e) a petition being advertised or a resolution being passed or an order being made for the administration or the winding-up, bankruptcy or dissolution of that person; or

(f) the happening in relation to that person of an event analogous to any of the above in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.

"Initial Term" means the 'initial term' mentioned in the Dealer Service Form.

"Inspection Date" means (if applicable) the date on which heycar or its authorised representative inspects the Vehicle at the Dealership Location following a Sale.

"Inspection" means the performance by heycar (or any third party acting on our behalf) of any inspection and/or any quality or technical assessments on any Vehicle including the Vehicle Condition Standards.

"Intellectual Property Rights" means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action).

"Invalid Lead" means any Call or Enquiry directly or indirectly generated through any automated, deceptive, fraudulent or other invalid means (including, but not limited to, robots, macro programs, click spam or the offer of incentives).

"LCIA" has the meaning given to it in clause 115.11.

"Lead Data" means any data relating to a Customer who makes a Call or submits an Enquiry.

"Lead" means a Call or an Enquiry which is not an Invalid Lead.

"Listing" means an advertisement on the heycar Network which displays the Vehicle, the Vehicle Price and Vehicle Details and allows Customers to contact the Dealer in relation to such Vehicle through Calls and/or Enquiries.

"Notice Period" has the meaning given to it in clause 111.

"Personal Data" shall each have the meaning set out in the Data Protection Legislation.

"Processing" shall each have the meaning set out in the Data Protection Legislation.

"Purchase Order Form" has the meaning given to it in clause 116.7(c).

"Purpose" has the meaning given to it at clause 116.11(b).

"Regulatory Requirements" means all statutes, statutory instruments, regulations, orders and regulatory guidance relevant to the activities contemplated by this agreement, including but not limited to any applicable requirements of the Data Protection Legislation, the Financial Services Market Act 2000, the FCA Handbook and the Consumer Rights Act 2015.

"Renewal Terms" means the 'renewal terms' set out in the Dealer Service Form.

"Representative" means the heycar Manager and the Dealer Manager.

"Sale" occurs at the point when a completed vehicle Purchase Order Form is agreed and signed by both parties.

"Service Termination Notice" has the meaning given to it in clause 112.3.

"Service Terms" means the 'service terms' set out in the Dealer Terms.

"Services" means the services heycar has agreed to provide to Dealer as indicated in and executed Dealer Service Form.

"SFTP" means the secure file transfer protocol that made available by heycar for the Data Upload.

"Start Date" means the 'start date' set out in the Dealer Service Form, from which the applicable Service will commence.

"Third Party Platforms" means the network of online platforms owned and operated by third parties through which heycar promotes vehicles from time to time.

"Vehicle Condition Standards" means the conditions which each Vehicle must meet to be eligible to be advertised through the heycar Network as set out in clause 118.

"Vehicle Details" means the details relating to the Vehicle required as part of the Data Upload as is more particularly set out in clause 117 or otherwise notified by heycar to the Dealer in writing from time to time.

"Vehicle Price" means the advertised sale price of the Vehicle.

"Vehicle Warranty Requirements" means the mandatory warranty terms which the Dealer must provide in respect of Vehicles listed on the heycar Network.

"Vehicle" means a vehicle which the Dealer provides heycar with the Vehicle Details of, for the purpose of advertising it for sale through the heycar Network.

"VRM Data" means the registration number of the vehicle.

In the Agreement unless the context otherwise requires: reference to a person includes a legal person (such as a limited company) as well as a natural person; clause headings are for convenience only and shall not affect the construction of the Agreement; reference to "including" or any similar terms in the Agreement shall be treated as being by way of example and shall not limit the general applicability of any preceding words; and reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation.