1.1. In these Conditions, the following terms shall have the following meanings:

“ALTIS”: ALTIS Automotive Limited (company number 17082570) whose registered office is at 88 Alderbrook Road, Solihull, England, B91 1NR

“Applicable Laws”: any applicable law, statute, bye-law or regulation in force from time to time;

“Business Day”: a day other than a Saturday, Sunday or public holiday in England, when banks are open for business;

“Charges” has the meaning given in the Order;

“Control”: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly;

“Effective Date”: the date specified in the Order.

“Insolvency Event”: any of the following events:

• (a) the passing of a resolution for winding up or a court of competent jurisdiction making an order for winding up or dissolution;
• (b) the appointment of an administrator, receiver, administrative receiver;
• (c) an encumbrancer taking possession of any assets;
• (d) being unable to pay debts within the meaning of section 123 of the Insolvency Act 1986;
• (e) ceasing to carry on business for more than 30 days;

“Intellectual Property Rights”: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world;

“Platform”: the web exchange via which the Supplier accesses and uses the Services;

“Order”: the Customer's order for Services as set out in the Customer's purchase order form and which incorporates these Conditions;

“Services”: has the meaning given in the Order;

“Service Level Objectives” means the service level objectives, as may be amended from time to time, as set out at altis-auto.com/slo;

“Specification” means in relation to a Service, the description of that Service, as provided by ALTIS or set out at Annex 2 to the Order;

“Customer Information”: any and all information placed on the Platform by the Customer, and any and all information concerning the Customer's use of the Platform;

“Customer Personnel” all directors, officers, employees, agents, consultants and contractors of the Customer;

1.2. Interpretation:

• 1.2.1. The words "include" and "including" shall be construed without limitation;
• 1.2.2. Any words not defined in these Terms and Conditions shall have the meaning given in the Order; and
• 1.2.3. A reference to a law or statute is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

2.1. These Conditions shall apply to and shall govern the supply of all Services by ALTIS to the Customer to the exclusion of any other terms and conditions that the Customer seeks to impose or ALTIS Automotive Limited incorporate, or may be implied by law, trade, custom, practice or in the course of dealing.

2.2. Quotations issued to the Customer by ALTIS shall not constitute an offer and may be withdrawn or varied at any time, and unless otherwise specified shall be automatically withdrawn after 30 days. No binding contract shall arise until there is an Order.

2.3. Subject to clause 13 of these Conditions and clause 4.3 of the Order, no Order may be terminated or cancelled by the Customer except with the written agreement of ALTIS and on terms that the Customer shall indemnify ALTIS against any loss, costs, charges and expenses incurred by ALTIS as a result of cancellation.

2.4. ALTIS’s employees and agents are not authorised to make any representations concerning the Services unless confirmed by ALTIS in writing.

3.1. ALTIS shall supply the Services to the Customer in accordance with the Order and the Specification in all material respects and using reasonable care and skill.

3.2. ALTIS shall use reasonable endeavours to comply with the Service Level Objectives (as applicable).

3.3. ALTIS reserves the right to suspend the Customer's access to the Platform and/or Services at any time, including where ALTIS reasonably believes that such access poses a security risk to the Platform or to the other Platform users and/or the Customer fails to comply with clause 4. ALTIS shall use reasonable endeavours to give the Customer written notice of any such suspension within 48 hours of the Customer's access being suspended and the reasons for the same. ALTIS reserves the right to notify the Customer's trading partners, connected by the Platform, of the Customer's suspension.

3.4. Without prejudice to clause 8, ALTIS shall take all reasonable steps to ensure the confidentiality and integrity of Customer Information. ALTIS shall not make any Customer Information available to any other party unless:

3.4.1. ALTIS considers it necessary for the performance of the Services;

3.4.2. ALTIS has obtained the prior written consent of the Customer;

3.4.3. ALTIS is making such information available to trading partners of the Customer on the Platform; and / or

3.4.4. ALTIS is acting in accordance with clause 8.

3.5. ALTIS reserves the right to amend the Specification of any of the Services at its sole discretion. ALTIS shall use reasonable endeavours to notify the Customer of any such updates.

3.6. ALTIS shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

4.1. The Customer shall:

• 4.1.1. ensure that the terms of the Order are complete and accurate;
• 4.1.2. co-operate with ALTIS in all matters relating to the Services;
• 4.1.3. Provide ALTIS with such information and materials as ALTIS may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
• 4.1.4. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the Effective Date;
• 4.1.5. obtain, install and maintain suitable equipment and software and internet access or connection services to allow it to access the Platform and the Services;
• 4.1.6. comply with any and all of its obligations in its agreement with its Internet service provider (including any Internet acceptable use policies);
• 4.1.7. comply with any additional obligations set out in the Specification; and
• 4.1.8. comply with all Applicable Laws.

4.2. The Customer shall act in a professional and ethical manner at all times when using the Platform or Services, and shall not use the Platform and / or Services:

• 4.2.1. to send unsolicited any bulk mail message (commonly known as "junk mail" or "spam") which is disruptive or which is capable of generating complaints, including advertising messages;
• 4.2.2. to send unauthorized mass transactions to the Platform;
• 4.2.3. for flaming, hacking or otherwise obtaining unauthorized access to any data or systems;
• 4.2.4. to obtain email addresses or any other information for marketing purposes;
• 4.2.5. for any criminal or unlawful activity, or to post any information or material which might be legally actionable; or
• 4.2.6. to harass any person.

4.3. The Customer shall not introduce any virus, logic bomb, harmful code and/or Trojan horse to the Platform and / or the Services.

4.4. The Customer shall not use any kind of program, script or command which interferes with any person's use of the Platform and / or any of the Services, or any other service.

4.5. The Customer shall promptly notify ALTIS if it suspects or becomes aware of any unauthorized use of the Platform, the Services and/or the any user identification or password associated with the Customer or any Customer Personnel.

5.1. The Customer shall pay ALTIS the Charges as per the payment terms and methods agreed in the Order and in accordance with this clause 5.

5.2. The Charges shall be exclusive of amounts in respect of VAT and the Customer shall pay VAT in addition to any Charges, sum or other consideration on receipt of a valid VAT invoice.

5.3. The Customer shall raise any invoice dispute within 15 Business Days of receipt of an invoice. In the event that the dispute is raised within this period, the Customer shall be entitled to withhold payment of the disputed invoice. ALTIS and the Customer shall use all reasonable endeavours to resolve the disputed invoice as soon as reasonably possible.

5.4. If the Customer fails to pay any amount due and payable by it under these Conditions by the due date, then without prejudice to any other right or remedy available to ALTIS, ALTIS shall be entitled to:

• (a) terminate the Order in accordance with clause 6.3.3;
• (b) suspend the supply of Services and / or the Customer's access to the Platform and/or Services in accordance with clause 3.3; and/or
• (c) unilaterally vary the terms of the Order so that any future Charges are payable in advance of the provision of Services by ALTIS;
• (d) charge the Customer an administration fee to process any overdue Charges, in accordance with the Order; and/or
• (e) charge the Customer interest on the overdue amount at a rate of 4% per annum above the Bank of England base rate but at the rate of 4% per annum for any period during which that base rate is below 0% (such interest being deemed to accrue from day to day and being compounded on the last day of each calendar month) from the due date to the date of actual payment.

6.1. Without prejudice to any other right or remedy it may have, including any specific termination provisions contained elsewhere in these Conditions, ALTIS or the Customer (as applicable) shall be entitled to terminate the Order on such written notice to the Customer or ALTIS (as applicable) as may be specified in the relevant Order.

6.2. Without prejudice to any other right or remedy it may have, including any specific termination provisions contained elsewhere in these Conditions, ALTIS shall be entitled to terminate an Order with immediate effect without giving written notice to the Customer if:

• 6.2.1. the Customer commits a material breach of its obligations under the Order or if ALTIS reasonably considers that the Customer has committed a material breach of its obligations under the Order; and / or
• 6.2.2. the Customer's agreement with any Internet service provider for access or connection to the Internet is terminated for any reason.

6.3. Without prejudice to any other right or remedy it may have, including any specific termination provisions contained elsewhere in these Conditions, ALTIS shall be entitled to terminate an Order on written notice to the Customer if:

• 6.3.1. the Customer undergoes a change of control where the entity acquiring control is a competitor of ALTIS and for the purposes of this clause, "control" shall have the meaning given in section 1124, Corporation Tax Act 2010;
• 6.3.2. the Customer suffers an Insolvency Event; and / or
• 6.3.3. any undisputed payment relating to that Order is overdue by more than 14 days.

7.1. As between ALTIS and the Customer, ALTIS owns or has the benefit of a licence to the Intellectual Property Rights in the Platform, including any data housed on the Platform (other than any data the Customer has provided to ALTIS or to the Platform) and the Services. The Customer may not use, copy or reproduce any material or information contained on the Platform other than to the extent necessary to receive the Services during the Term.

7.2. The Customer grants to ALTIS a non-exclusive, perpetual, irrevocable, royalty-free licence to use, copy, reproduce and distribute the data it adds to the Platform in the course of its use of the Platform, for the purpose of operating the Platform and performing the Services. This licence shall survive termination of this Order.

7.3. ALTIS warrants to the Customer that its use of the Platform and / or Services does not, to the best of ALTIS’s knowledge, infringe the Intellectual Property Rights of any third party.

8.1. Subject to clauses 8.2 and 8.3, each party shall treat as strictly confidential all commercial and technical information relating to the other party received or obtained as a result of entering into or performing these Conditions including but not limited to information which relates to the provisions or subject matter of these Conditions ("Confidential Information").

8.2. ALTIS may disclose the Customer's Confidential Information where such disclosure is inherent to the provision of the Services or performance of the Platform.

8.3. Either party may disclose the other party's Confidential Information:

• 8.3.1. to its affiliates, consultants or employees to the extent necessary for the performance of the Services;
• 8.3.2. with the consent of the other party;
• 8.3.3. as required by law, a court order or by any relevant regulatory or government authority; and / or
• 8.3.4. to the extent that the Confidential Information has come into the public domain through no fault of the receiving party.

9.1. For the purposes of this clause, "Data Protection Laws" means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of personal data including: (i) EU Regulation 2016/679 as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the "UK GDPR"); (ii) the Data Protection Act 2018 ("DPA"); and (iii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time; and the terms "Data Subject", "Personal Data", "processing", "processor" and "controller" shall have the meanings set out in the UK GDPR.

9.2. Each party shall comply with the provisions and obligations imposed on it by the Data Protection Laws when processing Personal Data in connection with these Conditions.

9.3. To the extent that a party processes any Personal Data on behalf of the other party, the processing party shall:

• (a) comply with the provisions and obligations imposed on a processor by the GDPR, including the stipulations set out in Article 28(3)(a)-(h) which form a part of, and are incorporated into, these Conditions as if they were set out in full, and the reference to "documented instructions" in Article 28(3)(a) shall include the provisions of these Conditions; and
• (b) not disclose any Personal Data to any Data Subject or to a third party other than at the written request of the other party except as expressly provided for in these Conditions.

9.4. If either party receives any complaint, notice or communication which relates to the processing of Personal Data by the other party or to either party's compliance with the Data Protection Laws, or if any Personal Data processed in connection with these Conditions is subject to a personal data breach (as defined in the GDPR), it shall immediately notify the other party and provide the other party with reasonable co-operation and assistance in relation to any such complaint, notice, communication or personal data breach.

ALTIS shall not be liable to the Customer or be deemed to be in breach of these Conditions by reason of any delay in performing, or any failure to perform, any of ALTIS’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond ALTIS's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond ALTIS’s reasonable control:

• (a) natural disaster, explosion, flood, tempest, fire or accident;
• (b) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of ALTIS or third parties);
• (c) war or threat of war, sabotage, insurrection, civil disturbance or requisition;
• (d) import or export regulations or embargos; and
• (e) acts or omissions on the part of Customers or third parties engaged by ALTIS, and liquidity or solvency problems.

11.1. Nothing in these Conditions shall be deemed to limit or exclude the liability of ALTIS for:

• (a) death or personal injury caused by its negligence;
• (b) fraud or fraudulent misrepresentation; or
• (c) any other liability which cannot be validly limited or excluded at law.

11.2. Subject to clause 11.1, ALTIS shall not be liable to the Customer for the following loss or damage whether in contract, tort (including negligence), breach of statutory duty or otherwise, howsoever caused and even if foreseeable by ALTIS:

• (a) indirect or consequential loss, loss of profits, business, contracts, revenues, goodwill;
• (b) loss arising from any claim made against the Customer by any other person;
• (c) loss of use or destruction of data;
• (d) any loss of, alteration to, corruption of and / or improper access to the Customer's information whilst carried over any telecommunications or data communications facilities not under the control of ALTIS.

11.3. Subject to clause 11.1 and 11.2, ALTIS's total liability arising out of or in connection with this Order, whether in contract, tort (including negligence), or otherwise in any one calendar year during the Term, shall be limited to the total Services Charges paid by the Customer to ALTIS during the calendar year in which the liability or liabilities arose.

11.4. All sales and / or purchases of goods or services which the Customer makes with, to or from other users to the Platform are contracts between the Customer and the other user and will be subject to the terms and conditions agreed between users. ALTIS is not a party to any such sales and / or purchases made by the Customer using the Platform or Services and has no liability for any disputes between the Customer and any user arising from or out of the Customer's use of the Platform and / or Services.

11.5. ALTIS shall not be liable for or guarantee any marketing or other information provided by users of the Platform and shall not be liable for or guarantee that any user purchasing goods and / or services on the Platform is credit worthy in any way whatsoever. ALTIS shall not be liable for or guarantee any goods and / or services sold using the Platform and / or the Services or for any errors or defects in any goods and / or services purchased or sold using the Platform and / or the Services in any way.

11.6. Except as expressly provided for in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

12.1. The Customer shall not be entitled to sub-contract, transfer, novate or assign the Order or these Conditions either wholly or in part to any third party without the prior written consent of ALTIS.

12.2. No provision of these Conditions is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

12.3. No single or partial exercise or failure or delay in exercising any right, power or remedy by either party shall constitute a waiver by that party of, or impair or preclude any further exercise of that or any right, power or remedy arising under these Conditions or otherwise.

12.4. To the extent that any provision of these Conditions is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision will be deemed not to be a part of these Conditions, it will not affect the enforceability of the remainder of these Conditions nor will it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.

12.5. Any notice to be given to a party under these Conditions shall be in writing signed by or on behalf of the party giving it, and shall be delivered personally, or sent by recorded delivery, to the address of the party set out in these Conditions or on the Order or to legalandnotices@altis-auto.com . Either party may, by a notice given in accordance with this clause, change its address for the purposes of this clause. A notice shall be deemed to have been served:

• 12.5.1. at the time of delivery if delivered personally; or
• 12.5.2. 3 days after posting in the case of an address in the United Kingdom and 7 days after posting for any other address; or
• 12.5.3. If sent by email at the time of transmission, or if this falls outside business hours, when business hours resume. In this clause business hours means 9.00 a.m. to 5.00 p.m. on a Business Day.

12.6. These Conditions constitute the entire agreement and understanding of the parties with respect to the subject matter of these Conditions and supersede any prior agreements, representations or arrangements between the parties (oral or written) in relation to such subject matter. Each party acknowledges that:

• 12.6.1. upon entering into these Conditions, it does not rely, and has not relied, upon any representation (whether negligent or innocent), statement or warranty made or agreed to by any person (whether a party to these Conditions or not) except those expressly set out in these Conditions; and
• 12.6.2. the only remedy available in respect of any misrepresentation or untrue statement made to it shall be a claim for breach of contract under these Conditions.

ALTIS reserves the right to amend these Conditions in its sole discretion and will notify the Customer of any changes. If the Customer does not agree to any amendment made by ALTIS pursuant to its rights under this clause 13, it may terminate the Order by serving 90 days‘ notice on ALTIS. Such notice must be served in accordance with clause 12.5 of these Conditions. Following service of any such notice the proposed amendments will not take effect and the Order will then continue throughout the 90 day notice period. If the Customer does not serve notice to terminate pursuant to this clause 13 within 30 days of being notified of any amendment, it will be deemed to have accepted the changes and the Order will continue on the basis of these Conditions as amended by ALTIS.

14.1. These Conditions, the Order and any dispute, claim or obligation (whether contractual or non- contractual) arising out of or in connection with them shall be governed by the law of England and Wales.

14.2. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with these Conditions, an Order, their subject matter or performance.