– LAST UPDATED: AUGUST 2026

– BETWEEN PARTIES

This Agreement is made between:

1. The entity identified as “Supplier” on the Order Form(s) (“Supplier”).

2. The entity identified as the “Customer” on the Order Form(s) (“Customer”).

General Construction:

Description. This Agreement sets out the general terms and conditions under which TekCor4 agrees to provide, and Customer agrees to receive and use, certain Solutions. Capitalised terms used in this Agreement are defined in Section 1 or elsewhere in this Agreement.

Orders. The specific Solutions shall be identified and set out in separate Orders that shall (unless expressly stated otherwise) incorporate the terms and conditions of this Agreement, and Customer hereby acknowledges and agrees that any access to and use of the applicable Solutions shall be in accordance with and solely and exclusively for the purposes set out therein.

Parties. Affiliates of the Parties may enter into Orders governed by this Agreement. In such circumstances, references to “Customer”, “TekCor4” or a “Party” in this Agreement shall be read, for the purposes of such Order, to mean the specific Customer Affiliate and/or TekCor4 Affiliate (as applicable) identified in and executing such Order.

Contract. The contract between TekCor4 and the Customer is made up of the following:

a. This Agreement;

b. Any relevant Order;

c. The Data Processing Addendum;

d. Any other applicable ‘Terms of Use’ communicated to the Customer from time to time.

Order of Precedence: If there is any conflict or ambiguity between the terms of the documents listed above, a term contained in a document higher in the following list shall have priority over one contained in a document lower in the following list:

a. Order (including any Special Terms and any relevant service level agreement);

b. Data Processing Addendum;

c. This Agreement;

d. Any other applicable ‘Terms of Use’ communicated to the Customer from time to time.

CONDITIONS

Definitions

Affiliate: Any legal entity that controls, is controlled by, or is under common control with a Party. “Control” means owning more than 50% of the voting rights or assets and having authority over daily operations.

Agreement: This master agreement, including any referenced Orders or other documents.

Authorised User(s): Employees of the Customer (and Affiliates, if specified in an Order) permitted to access and use the Solutions as outlined in the Order.

Commencement Date: The Effective Date specified at the top of this Agreement.

Confidential Information: Information shared in any form that is confidential by nature or marked as such. This includes business operations, customer data, technical information, and the terms of this Agreement. TekCor4’s Confidential Information includes its Solutions, while Customer Confidential Information includes Customer data provided to TekCor4.

Contract: Means a contract for the provision of Services or Products as set out in an Order.

Customer Information: Data or information provided by the Customer to TekCor4 for fulfilling the Agreement.

Data Processing Addendum: TekCor4’s data processing addendum as located at https://tekcor4.com/data-processing-addendum/ (as amended from time to time).

Documentation: User guides, manuals, or other materials provided with the Solutions.

Exhibit(s): Additional terms applying to certain Solutions, as referenced in an Order.

Expenses: Costs incurred by TekCor4 as specified in an Order.

Fees: Amounts payable by the Customer for the Solutions (or otherwise) as set out in the Order.

Force Majeure Event: Events outside a Party’s reasonable control, including natural disasters, pandemics, war, strikes, government restrictions, or utility failures.

Good Industry Practice: The standard of care, skill, and diligence expected from a professional provider under similar circumstances and complying with applicable laws.

Internal Use: Use by the Customer within its own operations. Solutions cannot be shared or provided to third parties, except for Affiliates as specified in the Order.

Minimum Agreement Period: The period of 12 months starting on the Commencement Date.

Order: A document specifying the Solutions provided, license terms, Fees, and any Special Terms that shall apply to any specific Solutions purchased by the Customer under this Agreement from time to time.

Privacy Policy: TekCor4’s privacy policy, as set out at https://tekcor4.com/privacy-policy/ (as amended from time to time).

Product(s): Data, reports, or deliverables provided by TekCor4 as part of the Solutions.

Service(s): Services offered by TekCor4 as more accurately described in an Order.

Service Level Agreements: means the standard Service Level Agreement attached to this Agreement or any Service-specific Service Level Agreement appended to any individual Order.

Solutions: Products, Services, and related deliverables provided under the Agreement.

Special Terms: The terms included in an Order that will apply solely to that Order (including any specific terms relating to the processing of personal data).

TekCor4 Property: Includes all software, data, methodologies, trade secrets, and intellectual property owned or provided by TekCor4 under this Agreement.

Third-Party Providers: External entities that supply data or technology to TekCor4 for the Solutions.

1. Term and obligations

1.1 Term:

a. The Agreement begins on the Commencement Date and remains in effect for the Minimum Agreement Period, unless terminated earlier in accordance with the terms of this Agreement. On the expiration of the Minimum Agreement Period, this Agreement shall automatically renew for successive periods of 12 months, unless terminated by either party on no less than 90 days written notice or unless terminated in accordance with the provisions of section 8 of this Agreement.

b. Each Order shall constitute an offer by the Customer to purchase the Products or Services in accordance with the terms of this Agreement (as modified by any applicable Order). Special Terms for each Solution will be detailed in the relevant Order (including any relevant service level agreement).

c. Once signed by both parties, each Order shall constitute a separate Contract.

d. Each Order shall, unless otherwise agreed in writing by the Parties, commence on the specified live date and shall continue for the period specified in each Order (an “Initial Subscription Period”) unless terminated in accordance with clause 8 of this Agreement or any relevant term of the Order. On the expiration of the term of an Order, each Order shall renew for successive periods of 12 months (each, a “Renewal Period”) unless terminated by either party on no less than 90 days written notice or unless terminated in accordance with the provisions of section 8 of this Agreement.

1.2 Obligations:

The Customer shall:

a. Provide all such information as may be required by TekCor4 from time to time to enable TekCor4 to provide the Services.

b. Should any information change (including, but not limited to, dealer code updates), the Customer shall provide updated information to TekCor4 no later than 30 days after the Customer becomes aware of the changes.

The Customers shall procure that any DMS vendor shall:

a. Establish lines of communication between the Customer and TekCor4; and

b. Install the TekCor4 data extract on the DMS server and add to the daily ‘end of day’ procedures so that data can be automatically transmitted

TekCor4 shall:

a. perform the Services substantially in accordance with any provided documentation / Service Level Agreement and with reasonable care and skill;

b. use all reasonable endeavours to meet any performance dates specified from time to time, but such dates shall be estimates only and time shall not be of the essence for performance of the Services;

c. have the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendments will not materially affect the nature or the quality of the Service; and

d. In the event of a conflict between the terms of any Service Level Agreement, the terms contained in a Service Level Agreement contained in an Order shall prevail to the extent that there is a conflict.

2. Fees, Payment, and Taxes

2.1 Invoices and Payment:

Unless otherwise agreed in writing:

a. TekCor4 will invoice the Customer for Fees and Expenses quarterly in advance.

b. Unless otherwise set out in an Order, payment is due in GBP within 30 days of the receipt of an invoice. Late payments may incur interest at 6% per annum or the maximum rate allowed by law.

c. TekCor4 may recover reasonable costs incurred in collecting overdue amounts.

d. Where permitted under the terms of this Agreement or the Order, TekCor4 may invoice such additional Fees as may become due. The terms of this clause 2 shall apply to these additional Fees.

In this clause 2.1, an invoice shall be deemed to be received at the time of transmission via email, or, if sent by post, the second business day after posting.

2.2 Taxes:

Fees are exclusive of taxes. The Customer must pay all applicable taxes, ensuring TekCor4 receives the full amount specified in the Order.

2.3 Fee Adjustments:

a. TekCor4 shall be entitled to increase the fees payable in any Renewal Period in line with the higher of:

a. the Consumer Price Index for the year in which the Renewal Period commences; or

b. 5%.

b. TekCor4 may make additional increases to fees with the written agreement of the Customer. Subject to the parties having agreed the fee increase in writing no less than 90 days before the commencement of any Renewal Period, the increases in this section 2.3(b) shall be effective on the commencement of any Renewal Period.

2.4 Scope Changes:

If the Customer requires additional services or a broader scope, they should contact TekCor4. Any changes will be documented through a written proposal and adjusted Fees.

Any bespoke development work requested by the Customer may be quoted and must be approved in writing by TekCor4 on a case-by-case basis. TekCor4 shall be under no obligation to agree to any additional bespoke development.

3 License and Use

3.1 License:

a. TekCor4 grants Customer a license to use the Solutions as specified in the applicable Order, contingent on the Customer’s compliance with this Agreement and the Order. Authorised Users may use the Solutions solely for the Customer’s internal business purposes unless otherwise stated in the Order.

b. The Customer is responsible for the actions and omissions of its Authorised Users and must take reasonable measures to prevent unauthorised access or misuse of the Solutions. The Customer must also maintain an up-to-date list of Authorised Users and provide it to TekCor4 upon reasonable request.

c. All software supplied by TekCor4 or its agents remain the property of TekCor4 at all times.

3.2 Delivery:

a. The Customer is solely responsible for the equipment, facilities, or connections required to receive the Solutions (“Delivery”) on its systems. TekCor4 is not responsible for any such equipment or connections.

b. If access to the Solutions is provided via logins (e.g., usernames, passwords), the Customer agrees these credentials are for Authorised Users only and cannot be shared. If logins are assigned to specific individuals, they are personal and non-transferable.

c. For electronically delivered Solutions, Delivery occurs when access credentials are issued. Services are considered delivered upon the completion of relevant milestones specified in the Order. TekCor4 may deactivate or reassign logins if unauthorised use is suspected.

3.3 Security:

The Customer must maintain security measures to prevent unauthorised access or misuse of the Solutions. This includes, at minimum:

a. Implementing systems and procedures to protect the Solutions and ensure access is limited to Authorised Users.

b. Notifying TekCor4 promptly of any security breaches or unauthorised use, including a detailed report of actions taken to resolve the issue.

3.4 Terms of Use:

The Customer’s use of TekCor4’s websites and Solutions must comply with any applicable “Terms of Use” provided therein.

3.5 Use Restrictions:

Unless expressly authorised in an Order, the Customer shall not:

a. Remove or alter proprietary markings such as trademarks or copyright notices.

b. Use Solutions in a way that implies they are part of services offered by the Customer to third parties or that TekCor4 is responsible for the accuracy of the Customer’s offerings.

c. Copy, distribute, modify, decompile, or reverse-engineer any Solutions.

d. Circumvent any security features within the Solutions.

e. Use Solutions for illegal activities or in competition with TekCor4.

f. Breach any applicable laws, including competition or antitrust laws, or violate intellectual property rights.

3.6 Modification of Solutions:

TekCor4 reserves the right to modify the Solutions as needed:

a. To address statistical, technical, or administrative changes.

b. To comply with third-party provider requirements.

c. To meet legal or regulatory obligations.

3.7 Site Termination and Data-Only Provision:

a. Site Termination

In the event that the Customer, during the term of this Agreement, closes or disposes of a site (each, a “Site”), the Customer shall provide written notice to TekCor4. Upon receipt of such notice, TekCor4 shall disable access to the terminated Site unless otherwise instructed. No further charges shall apply from the commencement of the next billing cycle.

b. Data-Only Provision

If the Customer elects to redirect predictions following Site termination, a data-only charge shall apply for a period of twelve (12) months unless otherwise agreed in writing. This charge shall take effect from the next billing cycle at a rate specified in the applicable Order, or, in the absence of such a specified rate, £195 per month per Site. Unless otherwise agreed in writing, the provisions of clause 2 shall apply to this payment.

c. Notice Requirement

To facilitate uninterrupted billing continuity and service provision, the Customer shall provide at least ninety (90) days’ written notice, where feasible, for any anticipated site changes, including closures, disposals, or operational transitions.

3.8 Dealer Management System (DMS) Changes:

a. Notification Requirement

The Customer shall notify TekCor4 in writing at least three (3) months in advance of any change to its DMS vendor or version to ensure continuity of data capture. Failure to provide such notice may result in data loss and/or disruption to any relevant programme functionality.

b. Associated Costs

If the Customer changes its Dealer Management System (“DMS”) provider, the Customer acknowledges that such changes may result in additional costs to TekCor4, including but not limited to integration, reconfiguration, data migration, and DMS cancellation fees. Such costs shall be passed on to the Customer and will be recovered directly. TekCor4 shall communicate these charges in advance, and they shall be invoiced in accordance with the provisions of clause 2.1(d).

c. Volume discounts

To the extent that the Customer benefits from any volume discount, in the event that the price count per Site falls by 10% or more (“Trigger Event”), Tekcor4 may, in its sole discretion, review the prices payable. Following this review, Tekcor4 may, in its sole discretion, increase the prices payable, including the withdrawal of any volume discount. Such price increases shall take effect from the date that Tekcor4 first became aware of the Trigger Event.

3.9 Reporting and Modifications:

a. Performance Reporting

Performance reports shall be available in Excel and MyAnalytics formats via the CFA Report dashboard or MD BrainBox reporting suite (depending on the Services purchased by the Customer), accessible to all authorised Customer personnel.

b. Bespoke Reporting

Any additional bespoke reporting requirements beyond standard reports shall be developed in consultation with the Customer’s management team. Such reports shall be subject to mutual written agreement before development and shall be priced accordingly.

c. Modifications and Additional Costs

If modifications to existing reports or additional reporting functionalities are required due to changes in data sources, system integrations, or other external factors, any associated development costs incurred by TekCor4 shall be passed on to the Customer. These costs shall be communicated in advance and agreed to in writing before implementation.

3.10 Training

To the extent that TekCor4 offers training under an Order, TekCor4 shall provide training in the use of any Solutions up to the number of hours or days stated in the Order. Upon written agreement, TekCor4 undertakes to provide additional training in the use of the Solutions for the staff of the Customer.

3.11 Support Services

Where software is supplied as part of the Solutions then, subject to compliance with its responsibilities as specified in this clause 3.11, TekCor4 shall throughout the term of the relevant Order provide the support services (the ‘Support Services’) subject to the following:

a. Use its reasonable endeavours to correct any faults in the Solutions notified to it by the Customer (but not to cover or reconstruct the Customer’s own computer records corrupted or lost as a result of such faults);

b. Deliver updates to the Customer from time to time;

c. Provide the Customer with all documentation which TekCor4 reasonably deems necessary for the utilisation of any update; and

d. Provide the Customer with telephone helpline assistance (in accordance with the terms of any Service Level Agreement).

The Customer shall:

a. Only use the current version of any Solutions made available to it from time to time by TekCor4;

b. Ensure that the Solutions are only used on equipment which complies with the minimum requirements of that product information supplied to the Customer from time to time and is only used in a proper manner by competent trained employees or by persons under the supervision of a competently trained employee;

c. Notify each software fault to TekCor4 as it arises and shall supply TekCor4 with a documented example of each fault;

d. Co-operate fully with TekCor4 in diagnosing any software fault;

e. Not request, permit, or authorise anyone other than TekCor4 to provide any Support Services of the Solutions.

The Support Services do not include:

a. The support or maintenance of software not supplied by TekCor4 as part of the Solutions;

b. Diagnosis and/or rectification of any fault arising from:

a. The improper use of the Solutions;

b. The use of the Solutions on equipment other than equipment complying with any minimum technical requirements specified to the Customer in writing from time to time;

c. The failure by the Customer to implement recommendations in respect of solutions to faults previously advised to TekCor4;

d. Any repair, adjustment, alteration or modification of the Solutions by any person other than TekCor4 without TekCor4’s prior consent;

e. The Customer’s failure to install and use any update in substitution for the previous release within 7 working days of receipt of the same; or

f. Loss or damage caused directly or indirectly by operator error or omission.

3.12 Volume reduction

The Customer warrants that it shall throughout the term of this Agreement and any Order, that it shall notify TekCor4 of any Qualifying Reduction in Services of Products.

In the event that the Customer undergoes a Qualifying Reduction, TekCor4 may in its sole discretion increase the prices payable, including the withdrawal of any volume discounts applicable to the Customer’s Order(s). Such price increases shall take effect from the date that Tekcor4 first became aware of the Qualifying Reduction

In this clause 3.12, the term ‘Qualifying Reduction’ shall mean a reduction in qualifying Services or Products of more than 10%.

3.13 Audit rights

TekCor4 shall have the right to audit the Customer’s use of the Solutions (including but not limited to, number of Authorised Users, Sites, compliance with use restrictions and compliance with the terms of this Agreement or any Order). TekCor4 shall be permitted to enter into the Customer’s premises to conduct this audit, such audit not to occur on less than 3 working days’ notice.

4. Ownership of Intellectual Property

4.1 Ownership:

TekCor4 retains all rights to the Solutions, and the Customer retains all rights to its data. Feedback provided by the Customer to TekCor4 may be used without obligation. The Solutions are proprietary to TekCor4 and developed through significant investment. Unauthorised disclosure or use would result in harm to TekCor4.

To the extent that any transactional data forms part of the Services, the transactional data and the output of the Programme (e.g. reports, marketing lists) are and remain the exclusive ownership of the Customer. transactional data will not be transferred to any other party without the express permission of the Customer.

TekCor4 may use the Programme Data, from time to time, excluding any Customer Personal Data, in aggregated and statistical format for inclusion in TekCor4 products and services. Such use is strictly analytical and statistical in nature and shall never involve the use or disclosure of any Customer’s Customer Personal Data, never reference, infer or facilitate derivation of the Customer as a source or otherwise.

4.2 Third-Party Provider Rights:

Certain parts of the Solutions may involve rights held by third-party providers. Such providers will be set out in writing by TekCor4 in each Order with associated rights pertinent to the provision of the services provided to the Customer.

4.3 Protection of Proprietary Rights:

Unauthorised sharing of Solutions data or derivative works, except as expressly permitted, constitutes a material breach of this Agreement. The Customer must take commercially reasonable measures to protect TekCor4’s proprietary rights and comply with TekCor4’s reasonable requests to enforce those rights.

4.4. Right to use Customer’s intellectual property:

Subject to prior written approval, the Customer hereby grants to TekCor4 a non-exclusive, non-transferable licence to use the Customer’s names, logos, branding, get up, trade marks and other intellectual property rights solely for the purpose of marketing and promotional activities, including but not limited to use on TekCor4’s website, marketing materials, case studies, and other promotional documentation.

5. Confidential Information

5.1 Confidentiality Obligations:

Both parties agree to protect the other’s Confidential Information using at least the same degree of care as they use for their own sensitive information, but no less than reasonable care. Confidential Information may only be used to fulfil obligations or exercise rights under this Agreement and shared only with individuals who need to know and are bound by confidentiality obligations.

5.2 Exclusions from Confidentiality:

Confidential Information does not include information that:

a. Becomes public through no fault of the Recipient.

b. Was known to the Recipient without confidentiality obligations before disclosure.

c. Is independently developed by the Recipient.

d. Is disclosed under legal obligation, provided the Discloser is notified (if permissible) and given an opportunity to object or seek protective measures.

6. Indemnification

6.1 TekCor4’s Indemnification Obligations:

TekCor4 will defend the Customer against claims alleging that the Solutions infringe third-party intellectual property rights, provided the Solutions are used as permitted under this Agreement and the Order. TekCor4 will indemnify the Customer for damages awarded or settlements agreed upon, subject to Section 6.4.

6.2 Exclusions:

TekCor4 is not liable for claims arising from:

a. Unauthorised use of the Solutions.

b. Modifications not approved by TekCor4.

c. Use of outdated versions of the Solutions.

d. Customer-provided designs, creative assets, fonts or specifications.

6.3 Remedies for Infringement:

If the Solutions are deemed to infringe, TekCor4 may:

a. Modify them to remove infringement while maintaining functionality.

b. Replace them with equivalent non-infringing Solutions.

c. Obtain a license for continued use.

d. Terminate the Order and refund applicable fees for the impacted Solutions.

This section outlines TekCor4’s entire liability for third-party intellectual property claims.

6.4 Customer Responsibilities

6.4.1 Infringement Claims:

The Customer agrees to defend and indemnify TekCor4, its Affiliates, and Third-Party Providers, including their respective officers, directors, employees, and successors (“TekCor4 Indemnitees”), against claims alleging that materials, data, software, or other information provided by the Customer to TekCor4 infringe third-party intellectual property rights (“Infringement Claims”). The Customer will:

a. Cover damages and reasonable legal fees awarded against TekCor4 Indemnitees in such claims; or

b. Pay amounts agreed upon in settlement of these claims.

If the material provided by the Customer is determined or reasonably believed by TekCor4 to infringe third-party rights, TekCor4 may cease its use without liability for breach of this Agreement.

6.4.2 Other Claims:

The Customer will also indemnify and defend TekCor4 Indemnitees against losses, damages, or expenses (including reasonable legal fees) resulting from:

a. Unauthorised use of Solutions or related data by third parties due to Customer actions; or

b. Breach of the Agreement by the Customer.

6.5 Indemnification Procedure:

The indemnification obligations require the indemnified party to:

a. Promptly notify the indemnifying party of claims (failure to notify does not void obligations except where it prejudices the defence);

b. Allow the indemnifying party to control the defence or settlement; and

c. Provide reasonable cooperation at the indemnifying party’s expense.

The indemnifying party must not settle claims or admit liability on behalf of the indemnified party without prior written consent.

7. Disclaimer and Limitation of Liability

7.1 Disclaimer of Warranties:

TekCor4 disclaims all warranties not expressly stated in this Agreement, including implied warranties of merchantability, fitness for a particular purpose, or accuracy of results as far as permitted under law.

7.2 Exclusions of Liability:

TekCor4 is not liable for losses or damages arising from:

a. Errors, omissions, or inaccuracies in Solutions; or

b. Decisions made based on Solutions.

7.3 Limitation of Damages:

Neither TekCor4 nor the Customer will be liable for indirect, special, or consequential damages, such as loss of revenue, data, or goodwill, even if advised of such risks.

7.4 Liability Cap:

Except for indemnification obligations, TekCor4’s maximum liability is limited to the lower of:

a. £1,000,000; or

b. Fees paid by the Customer for the relevant services in the prior 12 months.

7.5 Exemptions:

The liability limits do not apply to cases of gross negligence, fraud, or other exclusions prohibited by law.

8. Disputes and Termination for cause

8.1 Disputes:

If a dispute arises out of or in connection with this Agreement or any Order, the parties shall follow the procedure set out in the following:

a. Either party shall give the other written notice of the dispute, setting out its nature and full particulars, together with relevant supporting documents. A suitably senior employee of TekCor4 and the responsible stake holder of the Customer shall attempt in good faith to resolve the dispute.

b. If the suitably senior employee of TekCor4 and the principal commercial contact of the Customer are for any reason unable to resolve the dispute within 30 days, the dispute shall be referred to the Chief Financial Officer of TekCor4 and the Managing Director (or equivalent) of the Customer who shall attempt in good faith to resolve the dispute.

c. If for any reason the dispute is not resolved within 30 days, the dispute shall be referred to and finally resolved by the courts of England and Wales.

8.2 By TekCor4:

TekCor4 may terminate this Agreement and each and any Order on 90 days written notice if it (in its sole discretion) determines the Solutions are no longer commercially viable or lawful.

TekCor4 may terminate this Agreement and each and any Order on immediate notice if one of the following events occurs:

a. The Customer materially breaches any term of this Agreement or any other contractual document (including, but not limited to, the terms of any Order) and that breach is not remedied within 30 days of notice;

b. The Customer undergoes an insolvency event;

c. The Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;

d. The Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the contract are in jeopardy; or

e. There is a change of control of the Customer.

8.3 By Customer:

The Customer may terminate an Order immediately on written notice if:

a. TekCor4 materially breaches any term of this Agreement and that breach is not remedied within 30 days of written notice;

b. If the Solutions are deemed unlawful by a competent authority; or

c. TekCor4 undergoes an insolvency event.

8.4 Post-Termination Obligations:

Upon termination for whatever reason:

a. The Customer must pay all outstanding fees (whether they have been invoiced or not) and destroy or expunge all copies of Solutions, except as legally required; and

b. All Licenses terminate immediately, and the Customer must cease use of the Solutions.

9. Compliance with Laws

9.1. No Advice:

The Customer is prohibited from using the Solutions to transmit, undertake, or encourage unauthorised investment advice, financial promotions, or to create content (advice, recommendations, alerts, etc.) for its clients or third parties. Nothing within the Solutions should be construed as a solicitation by TekCor4 or its Affiliates to buy or sell any securities, loans, or investments.

9.2. Anti-Corruption:

Both Parties shall adhere to all applicable anti-corruption laws and regulations, including the UK Bribery Act. Neither Party will engage in bribery or corrupt practices in connection with this Agreement or any Orders. Violation of these laws constitutes a material breach of the Agreement and any related Orders.

9.3. Export Controls and Sanctions:

Each Party also certifies that it will not cause the other Party to violate any sanctions laws in force for the duration of this Agreement. Breaching these requirements is considered a material breach of the Agreement and any Orders.

9.4. Anti-Slavery:

Both Parties agree to comply with applicable anti-slavery and human trafficking laws, including the UK Modern Slavery Act 2015, in fulfilling their obligations under this Agreement and related Orders.

10. Data Protection and Security

10.1. Privacy Policy and Personal Data:

Unless expressly agreed otherwise, TekCor4 will handle personal data per the Data Processing Addendum, any Special Terms and, where relevant, in accordance with its Privacy Policy, to deliver the Solutions, TekCor4 may:

a. Use, store, process, and disclose personal data; and

b. Transfer such data outside of the European Economic Area as described in the Data Processing Addendum.

The Customer warrants that it has informed relevant individuals regarding the use, processing, and transfer of their personal data as described in this Agreement and has identified an appropriate lawful basis for the processing (the ‘Customer Information’). The Customer warrants the accuracy of the Customer Information provided to TekCor4. If required, the Parties agree to enter into any supplementary agreements (including, but not limited to the Data Processing Addendum) as may be required to give effect to the terms of this Agreement or any Order.

Nothing in this Agreement shall relieve either party of complying with their obligations under any relevant data protection legislation, including, but not limited to, the UK GDPR.

10.2. General Compliance:

Each Party shall:

a. Comply with all applicable privacy, consumer protection, and data security laws.

b. Use and process Customer Information solely as authorised in this Agreement.

c. Maintain robust security measures to safeguard Customer Information and the Solutions.

d. Implement an information security program aligned with industry best practices to mitigate accidental or malicious threats.

e. Apply reasonable measures to prevent and respond to cybersecurity threats, including malicious software.

10.3. Anti-virus Measures:

Both Parties will utilise antivirus tools designed to prevent the introduction of malicious software into the Solutions. TekCor4’s inclusion of license keys or logins within the Solutions does not qualify as malware or malicious code.

11. Miscellaneous

11.1. Provision of Solutions:

TekCor4 will employ commercially reasonable efforts to deliver the Solutions in accordance with industry standards.

11.2. Independent Contractors:

The Parties are independent contractors. This Agreement does not establish a partnership, joint venture, agency, or employment relationship between the Parties or their Affiliates.

11.3. Entire Agreement:

This Agreement and associated Orders represent the entire understanding between the Parties, superseding any prior arrangements. Customer-issued purchase orders are purely administrative and do not amend or add terms to this Agreement, even if acknowledged by TekCor4.

11.4. Contractual Responsibility:

• Customer Accountability: If the Customer or its Affiliates utilise the Solutions, the Customer is responsible for ensuring compliance by all users.

• Affiliate Contracts: Orders executed by Customer Affiliates are treated as separate contracts, with those Affiliates assuming responsibility for compliance.

11.5 Amendments

TekCor4 may update these terms from time to time. We will provide no less than 30 days written notice of any material changes, sent to the email address provided on the Order Form. If the Customer does not accept the revised terms, it may terminate this Agreement by written notice before the changes take effect, without penalty. Continued use of the Services after the effective date of any change constitutes acceptance of the revised terms.

11.6. Waiver:

Failure to enforce any provision of this Agreement does not constitute a waiver of future rights or remedies.

11.7. Assignment:

The Customer cannot assign or transfer this Agreement or any Orders without TekCor4’s prior written consent, except to Affiliates. TekCor4 may assign its obligations to Affiliates provided there is no adverse impact on the Solutions.

11.8. Successors and Assigns:

This Agreement benefits and binds the Parties, their successors, and permitted assigns. TekCor4 may subcontract obligations without affecting its liability to the Customer.

11.9. Governing Law:

This Agreement is governed by the laws of England and Wales. Disputes will be resolved exclusively in London courts. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

11.10. Force Majeure:

Neither Party is liable for delays or non-performance due to events beyond their reasonable control, provided notice is given. Obligations are suspended for the event’s duration, with reasonable efforts made to mitigate its effects.

11.11. Severability:

If any provision is found invalid, the remaining terms remain enforceable. Parties will negotiate to replace invalid provisions with ones achieving similar objectives.

11.12. Notices:

All notices must be in writing and delivered via hand, courier, certified mail, or confirmed email to the designated addresses. Legal notices must also be sent to:

Attention: Tekcor4 Legal Department, General Counsel, 2nd Floor East, Portland House, 4 Great Portland Street, London W1W 8QJ.

Service Level Agreement

To ensure that TekCor4 provides maximum service, the Customer must commit to:

1: Provide two contacts that are familiar with the Customer Dealer Management System to be trained in the administration, capture and transmission of Transactional Data and the use of the Programme.

2: Return the System Specification Sheets or other information as required by TekCor4 within 5 days of receipt. If not returned within this period, the order will be referred back to the contracting Group for resolution and a discretionary charge made to the Customer for work completed to date.

3: Advise of any changes to their invoicing format such as handling of internal accounts, field positions, analysis codes, to TekCor4 via email, prior to any changes being made.

4: Advise of any changes to their systems/processes to TekCor4 via email, prior to any such changes being made, or as soon as is practical afterwards. Changes include but are not limited to: MS software or hardware used, network connectivity, environmental factors, technical contact, operational contact and report contact.

5: Advise TekCor4 of any change of DMS vendor or version, at least 3 months in advance to ensure continuity of data capture. Failure to adhere to this requirement may lead to loss of data and/or Programme functionality and may also result in the pass-through of DMS cancellation charges.

6: Any migration to a new DMS—whether involving a change of vendor or a significant system upgrade—will be treated as a new onboarding process and will incur additional onboarding and installation charges. These charges will either be notified in writing or, in the case of larger or more complex projects, set out in a separate Order Form to be agreed between the parties.

7: Advise TekCor4 of any concern relating to data within 2 weeks of the reporting production and website update. NOTE: Data differences will only be reviewed for the current month’s processing. TekCor4 can provide hard copies or electronic files (according to the Customer’s preference) detailing the invoices that have been included in calculating this report to enable validation by the Customer. NOTE: TekCor4 reserve the right to charge for the reporting if the above conditions are not adhered to.

To ensure full benefit from the Programme, TekCor4 commit to:

1: Manage the installation requirements, subject to receipt of all requested information & provision of all requested services.

2: Monitor data transmissions to ensure timeliness of web-based reporting production.

3: The list of dealer sites requested for enrolment and activation into the Programme shall be specified by an authorised agent of the Customer. The Customer shall keep TekCor4 informed in respect to any additions to, or variations to the originally provided list (such notifications to be made in writing). TekCor4 will act on written instructions from an authorised agent of the Customer to execute new installations or remove existing sites from the originally provided list in line with the terms and conditions of this Contract.

4: Monthly data completeness, calculated on the 5th working day of the following month, reported quarterly showing the % of days where data is present as a proportion of the total dealer landscape. DMS should easily achieve the targets specified in the attachment.

5: Validation of MOT predictions based on a sample of 30 predictions issued in the period.

6: Item Line description cleansing – review of invoice lines to determine where poor descriptions are excluding jobs from creating high quality predictions and/or responders

Helpdesk Categories & Resolution Performance Targets

The categories of all TekCor4 Helpdesk cases are detailed in the table below, which will be allocated when the case reported is logged with the Helpdesk

Last Updated 20th August 2026