2. The Scheme

2.1. The Employer engages the Company as the exclusive provider of the Scheme to its employees, from the Commencement Date for an initial term of two years (the "Initial Term"). Upon expiry of the Initial Term and each Subsequent Term, this Agreement shall automatically renew for a subsequent one year term (each a "Subsequent Term"), unless and until either party provides the other party with 3 months' written notice to terminate this Agreement prior to the end of the Initial Term or the then current Subsequent Term. The Initial Term and each Subsequent Term shall, together, be known as the "Term".

2.2. During the Term, every Eligible Employee that participates in the Scheme is required to agree to the terms of the Employee Agreement. The Employer must also sign and agree to the terms of the Employee Agreement in respect of each Eligible Employee.

2.3. The Employer understands and agrees that unless and until the Employee Agreement has been signed by the Eligible Employee and the Employer, the Company shall be under no obligation to provide a Vehicle and/or Charger Products to the relevant Eligible Employee. Where the Employer wishes to opt out of allowing Eligible Employees to utilise Charger Products, the Employer must notify the Company either as part of the sign-up process or, thereafter, in writing. Upon written confirmation of receipt by the Company, the relevant terms of this Agreement applicable to Charger Products shall not apply. The Employer shall notify the Company in the event that, at a future date, it wishes to make Charger Products available to Eligible Employees and, in such case, the relevant terms of this Agreement applicable to Charger Products shall apply.

2.4. The Company will use reasonable endeavours to ensure that Vehicles and Charger Products are delivered within the agreed delivery timescales; however, the Employer understands that this can be dependent on third parties which is not within the control of the Company. The Company shall have no liability for any loss, damage or expense arising from delays in delivery of the Vehicle and/or Charger Products by a third party (including without limitation the manufacturer, the Leasing Company, the Charger Product Supplier, or their agents or subcontractors).

2.5. The Hire Term, the Rental, and the Charger Product Deduction, together with the terms and conditions applicable to the use of each Vehicle and/or Charger Products by the Eligible Employee shall be detailed in the relevant Employee Agreement.

2.6. The Employer hereby agrees and consents to the Company re-applying for credit on behalf of the Employer. This shall be permitted in the event that the Employer's credit with the relevant funder has expired or the relevant credit limit is insufficient to fulfil a new order, where an alternative funder may provide lower lease prices for Eligible Employees or where the initial funder can no longer provide a line of credit. This may result in funders undertaking a soft credit check on the directors of the Employer. Information on how we process your personal data is detailed within our privacy policy, which can be found here.

3. Obligations of the Employer

3.1. During the Term, the Employer will use reasonable endeavours to promote the Scheme to its Eligible Employees. Such promotion may include, but is not limited to, providing Company marketing materials and information to its employees and organising communications and sessions with employees to inform them of the existence of the Scheme and how they may participate. The Employer shall also refer its employees to the Company for further information as and when requested by such employees.

3.2. The Employer warrants that it will comply with the terms and conditions of the Employee Agreement and will take all reasonable steps to ensure that the Eligible Employees who participate in the Scheme will adhere to their obligations under the Employee Agreement.

3.3. The Employer understands that the salary sacrifice calculations provided to the Eligible Employee in the Driver Order Form and Charger Order Form (if applicable) are based on the limited information available to the Company and does not take into account each Eligible Employee's own particular facts and circumstances which may have a bearing on their tax position. The Employer will take reasonable steps to ensure that each Eligible Employee is advised correctly of their tax position or is directed to obtain independent tax or financial advice prior to participating in the Scheme.

3.4. As with any company car scheme, there is a risk of damage to the Vehicle or failure by an Eligible Employee to comply with the terms detailed in the Employee Agreement. Where this occurs, the Company will advise the Employer of the charges due to the Leasing Company pursuant to the Master Hire Agreement. The Employer may, at its sole discretion, make deductions from the Eligible Employee's monthly salary equivalent to the charges payable to the Leasing Company.

3.5. For the avoidance of doubt, the Company does not collect any charges from the Employer or Eligible Employee on behalf of the Leasing Company. The Company's obligations under Clause 3.4 are limited to informing the Employer only.

3.6. The Employer acknowledges and agrees that the Company does not have any employment obligations to an Eligible Employee, and that such responsibilities remain solely with the Employer.

‍3.7. Where the Employer wishes to opt out of insurance with the Primary Insurance Company, the Employer must notify the Company either as part of the sign-up process or, thereafter, in writing. Upon written confirmation of receipt by the Company, the relevant terms of this Agreement applicable to the Primary Insurance Company shall not apply. The Employer shall notify the Company in the event that, at a future date, it wishes to make the Primary Insurance Company available to Eligible Employees and, in such case, the Representative shall engage with the Primary Insurance Company to enrol the Eligible Employees to such insurance, and upon written confirmation by the Company, the relevant terms of this Agreement applicable to the Primary Insurance Company shall apply.

3.8. Where the Employer decides to insure the Vehicle itself from an insurer other than the Primary Insurance Company, the policy must:

• 3.8.1. name the Employer as the insured;
• 3.8.2. insure the Vehicle under full comprehensive cover; and
• 3.8.3. cover the Eligible Employee and all named drivers.

3.9. The Employer shall keep the Vehicle insured with a reputable insurance company under full comprehensive policy against all risks and shall provide the Leasing Company with evidence of such cover prior to the Vehicle delivery date and each date of renewal of the insurance cover.

3.10. Where the Employer allows the Eligible Employee to utilise the Charger Products, and this is confirmed within a Charger Order Form, the Employer acknowledges and agrees that the Employer is the legal owner of the Charger Products during the Hire Term. Where the Employer wishes to transfer ownership of the Charger Products to the Eligible Employee at any time, the Employer shall abide by the terms stated within the Charger Order Form in relation to such transfer.

3.11. The Employer hereby acknowledges and agrees that they hold the sole responsibility to notify the Company in the event they are not VAT-registered, or are otherwise incapable of reclaiming VAT on any of the services provided by the Company or the Leasing Company. This notification is essential as it has a direct impact on the Rental amount payable by the Eligible Employee. The Employer further agrees that any financial liabilities or costs incurred as a direct or indirect consequence of the Employer's failure to communicate their VAT status prior to the Commencement Date shall rest solely upon them, without any recourse to the Company for indemnification or reimbursement.

3.12. The Employer shall bear full responsibility for ensuring that the Eligible Employee's gross salary shall not, by virtue of paying the Rental, fall below the National Minimum Wage.

4. Obligations of the Company and Representative

4.1. The Company agrees to adhere to the terms of the Employee Agreement and to make the Vehicles and Charger Products (if applicable) available to each Eligible Employee as prescribed in the Driver Order Form or Charger Order Form (as the case may be), for the Hire Term.

4.2. The Company acknowledges and agrees that the Company will use reasonable endeavours to ensure that the Charger Product is installed by the Charger Product Supplier as close to the Start Date as possible, but cannot guarantee that the Charger Product will be installed on the Start Date.

4.3. The Company undertakes to provide the Employer with payroll reports in respect of each Vehicle and Charger Products the day after the Vehicle or Charger Products are delivered (as the case may be) to the Eligible Employee and may thereafter provide payroll reports on the 1st day of each calendar month of the Hire Term (if required by the Employer).

4.4. The Company agrees to make the Software available to all Authorised Users and to use reasonable endeavours to ensure that the Software has uptime availability of 97%.

4.5. The Company shall use reasonable endeavours to obtain the most favourable price offered by the Leasing Company for a Vehicle at the time the Employee Agreement is signed, and in any case, such price shall be limited to the Agreed Fees.

4.7. Where requested by the Employer, the Representative shall introduce the Employer to the Primary Insurance Company in relation to fleet insurance policies. This relationship allows the Representative to provide insurance quotes via the Software in real time.

5. Zero Risk Guarantee

5.1. Subject to the exclusions and conditions set out below, the Company will provide the Zero Risk Guarantee (as defined below) to the Employer in the event of Early Termination of a Vehicle Lease by an Eligible Employee in the circumstances set out in Clause 5.2, provided that:

• 5.1.1. the Employer and Eligible Employee have re-listed the Vehicle through the EV ReHire Service in accordance with Clause 6 below and, within a period of 10 Business Days (or such longer period as may be agreed between the Company and the Employer) from such re-listing a new hirer for the Vehicle is not found; and
• 5.1.2. the Employer has complied with all its obligations under this Agreement.

5.2. The Zero Risk Guarantee applies in relation to an Early Termination by an Eligible Employee experiencing the following circumstances and only with effect as set out in the second column below:

5.3. Subject to Clause 5.1 above, the Company will:

• 5.3.1. in the case an Early Termination within the first three months of the lease of the Vehicle, where the Company cannot source a ReHire Hirer, transfer the lease of the Vehicle to itself; or
• 5.3.2. in the case of any Early Termination not falling within Clause 5.3.1 above, at its discretion, either:
  • 5.3.2.1. transfer the lease to a ReHire Hirer;
  • 5.3.2.2. transfer the lease of the Vehicle to itself; or
  • 5.3.2.3. where the Employer subsequently becomes liable to pay any Early Termination fee in relation to that Vehicle, refund to the Employer an amount equal to the Service Fee and/or any other commission received by the Company in respect of that Vehicle (capped at the sum that is the aggregate amount equivalent to three months' Rental in relation to that Vehicle) in reimbursement of such Early Termination fee paid by the Employer to the Leasing Company (provided that the Company shall not be obliged to make such refund payment until the Employer has either paid or procured the payment of the Employee Commitment Fee to the Company (pursuant to Clause 5.4 below), or payment of the Employee Commitment Fee has been waived by the Company (pursuant to Clause 5.5 below)),

(the "Zero Risk Guarantee").

5.4. The Employer shall be liable to pay the Company the following amount in respect of the Zero Risk Guarantee (in each case, the "Employee Commitment Fee"):

• 5.4.1. in the case of an Early Termination after the first three months of the lease of the Vehicle, one month's cost of the Rental of the particular Vehicle; or
• 5.4.2. in the case of any Early Termination not falling within Clause 5.4.1 above, three months' cost of the Rental of the particular Vehicle.

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5.5. Provided always that the Employer shall have made reasonable attempts to recover, the Employee Commitment Fee from an Eligible Employee in the circumstances envisaged in Clause 5.4.2 above, if the Employer does not recover all or part of the Employee Commitment Fee, the Company, acting in its reasonable discretion may waive its right to receive a proportion of the Employee Commitment Fee up to an amount corresponding to two (2) months' Rental. The Company may request, and the Employer shall provide within two (2) days of such request, evidence that the Employer has made reasonable attempts to recover the Employee Commitment Fee (which may include payslips of the Eligible Employee during their notice period, the contract of employment of the Eligible Employee detailing their notice period, and communications the Employer has sent to the Eligible Employee detailing their obligation to pay the Employee Commitment Fee).

5.6. For the avoidance of doubt, any refund amount under Clause 5.3.2 shall not exceed the amount paid by the Employer in respect of the Early Termination fee for the relevant Vehicle and shall not include any arrears, interest on arrears, excess wear and tear charges and excess mileage charges.

5.7. The Employer warrants and undertakes as follows:

• 5.7.1. As at the date of this Agreement and at the Start Date of each Eligible Employee taking possession of a Vehicle ("Start Date"):
  • 5.7.1.1. the Employer's maximum employee Attrition Rate has not exceeded 15% per annum during the immediately preceding thirty six (36) month period;
  • 5.7.1.2. the Employer shall provide such documentation as the Company may reasonably request to evidence its compliance with Clause 5.7.1.1; and
  • 5.7.1.3. the Employer has not been the subject of insolvency proceedings or a court protection order during the previous 5 years.
• 5.7.2. It shall:
  • 5.7.2.1. notify the Company of the Employer's intention to terminate the Employee Agreement, to allow the Company to notify the Leasing Company (who will then advise when the Hire Term may be terminated);
  • 5.7.2.2. advise the Company in the event of any event of Early Termination of a Vehicle Lease by an Eligible Employee which may be eligible under the Zero Risk Guarantee as soon as reasonably practicable and no later than 7 days from the date of the occurrence of any Circumstance set out in the table in Clause 5.2 above;

• • 5.7.2.3. cooperate with the Company to provide information reasonably requested, including any evidence as may be reasonably required by the Company to ascertain whether any Circumstance set out in the table in Clause 5.2 above has occurred; and
  • 5.7.2.4. cooperate with the Company in investigating and assessing any loss, or the surrounding circumstances.

5.8. The Employer understands and agrees that if the Attrition Rate exceeds 15% per annum before any new Start Date, the corresponding Vehicle shall be deemed ineligible for the Zero Risk Guarantee. However, this provision shall not affect the eligibility of any existing Vehicles that qualify for the Zero Risk Guarantee, to which the Zero Risk Guarantee will continue to apply, irrespective of any subsequent increase in the Attrition Rate.

6. EV ReHire Service

6.1. The Company provides access to Eligible Employees to the EV ReHire Service in the event of Early Termination of a Vehicle Lease by an Eligible Employee following a Circumstance as set out in Clause 5.2.

6.2. The Employer shall be required to comply with, and shall procure that Eligible Employees comply with, the following in respect of the EV ReHire Service:

• 6.2.1. follow the remarketing guidance provided within the EV ReHire Service (including but not limited to cleaning the Vehicle, taking the relevant number of photographs required, and disclosing Vehicle imperfections) within 5 Business Days;
• 6.2.2. cooperate with the Company to ensure arrangement of an independent inspection of the Vehicle;
• 6.2.3. ensure the Vehicle is available for collection at a pre-agreed location and time;
• 6.2.4. provide all information requested by the Company in a timely manner, without delay; and

6.3. The Company shall:

• 6.3.1. advertise the Vehicle to its network via the EV ReHire Service;
• 6.3.2. use reasonable endeavours to find a ReHire Hirer;
• 6.3.3. arrange an independent inspection and collection of the Vehicle; and
• 6.3.4. deal with the Leasing Company and all associated documentation in order to transfer the Master Hire Agreement to the ReHire Hirer where possible pursuant to the existing terms of agreement between the Employer and the Leasing Company.

6.4. The Company shall not be required to accept a ReHire of, or assist in the ReHire of, the lease of the Vehicle, where the Leasing Company has refused to accept such ReHire.

6.5. The Company shall have 10 Business Days, or longer as mutually agreed, from the date of receiving images of the Vehicle, confirmed as acceptable to the Company, to use reasonable endeavours to source a ReHire Hirer.

6.6. The Employer acknowledges that use of the EV ReHire Service shall delay the Early Termination date notification pursuant to Clause 5.7.2.2.

6.7. Delivery costs for a Vehicle that is successfully matched via the EV ReHire Service shall be borne by the ReHire Hirer.

7. Charge Card

7.1. The Company shall provide Eligible Employees with the ability to use charge cards to enable payment for charging.

7.2. The Company shall make Charge Cards available to Eligible Employees where that Eligible Employee has signed the Charge Card Order Form in respect of the service.

7.3. The Eligible Employee shall elect the amount of charging credit required annually, for a minimum term of 12 months. Such amount shall be confirmed within the Charge Card Order Form (the "Charge Card Fees").

7.4. The Employer shall pay to the Company, via Stripe:

• 7.4.1. a £100 float per Eligible Employee, to be paid upfront, but refundable at the end of the Charge Card Term or in the event that the Charge Card Order Form is otherwise terminated. The float is for pre-authorisation fees required by charge point operators as part of the charging payment process; and
• 7.4.2. the elected charging balance, which is billed in advance, on a monthly basis.

7.5. The Employer shall subsequently make a salary deduction from the employee's gross salary over the following 12 months as agreed in the Charger Card Order form for the agreed charging credit.

7.6. The Company shall then make the Charge Card available to the Eligible Employee, via Stripe as virtual card issuer. Whilst the Charge Card will be made available promptly to the Eligible Employee, the Eligible Employee may not make use of the Charge Card until the float and the first balance payment as outlined in clause 7.7 have been paid.

7.7. The Eligible Employee is required to download a mobile application (the "App") to make use of the Charge Card. The App shall provide the following functionality to the Eligible Employee:

• 7.7.1. provide the means to pay for the cost of charging the Vehicle;
• 7.7.2. offer a balance to track spending and the Eligible Employee's current balance; and
• 7.7.3. provide functionality to submit information to remain compliant with salary sacrifice requirements.

8. Agreed Fees

8.1. The Leasing Company will pay to the Company a commission in exchange for brokering the Master Hire Agreement (the "Broker Fee"). The Company shall disclose this in the Employee Agreement, and obtain explicit consent from both the Eligible Employee and the Employer.

8.2. The Broker Fee will be incorporated into the monthly Rental, spread in equal instalments over the Hire Term. The Broker Fee will be disclosed to the Eligible Employee in the Employee Agreement.

8.3. For the avoidance of doubt, the Employer will be liable for rental payments detailed on each Master Hire Agreement which will be paid directly to the Leasing Company, and the Employer may, at its sole discretion, subsequently collect amounts equivalent to the Rental payments via deductions from the Eligible Employee's salary.

8.4. The Employer will be liable to pay a service fee to the Company (the "Service Fee"). The Service Fee will be covered by the Employer's national insurance savings which arise by virtue of the Scheme, thereby ensuring that the Scheme is cost-neutral for the Employer.

8.5. The Employer will be liable to pay an administration fee to the Company of £150 plus VAT in respect of each of the Charger Products ordered (the "Charger Fee"). The Charger Fee will be deducted from the Employer's national insurance savings which arise by virtue of the Scheme, thereby ensuring that the Scheme is cost-neutral for the Employer.

8.6. The Employer is responsible for paying the Charge Card Fees. The Charge Card Fees are inclusive of VAT.

8.7. The Company shall charge the national insurance savings for the Charge Card Term to the Employer as a service fee (the "Charge Card Service Fee") for the provision of the service. This shall be invoiced on a monthly basis for the duration of the term.

8.8. The Employer then deducts the Charge Card Fees, by way of salary sacrifice, from the Eligible Employee over the Charge Card Term.

8.9. At the end of the Charge Card Term, a balancing payment is made. If the balance is not fully utilised by the Eligible Employee, the Company shall repay the relevant amount to the Employer, which is returned to the Eligible Employee through their gross salary.

8.10. The Company will collect the Service Fee and the Charger Fee and Charge Card Fees (if applicable) from the Employer via monthly direct debit. The Broker Fee, the Service Fee, and the Charger Fee (if applicable) shall be collectively referred to as the "Agreed Fees".

8.11. The Company reserves the right to only provide the Zero Risk Guarantee where there are no overdue Service Fees from the Employer.

8.12. In the event of an Early Termination, neither the Employer nor the Eligible Employee, under any circumstances, will be liable for any outstanding Broker Fee nor Service Fee instalments.

8.13. Where Early Termination occurs, the Company will advise the Employer of the Early Termination charges: (i) payable pursuant to the Master Hire Agreement and whether it is eligible for the Zero Risk Guarantee; and (ii) in connection with provision of the Charger Product. The Employer may, at its sole discretion, make the deductions from the Eligible Employee's monthly salary equivalent to the Early Termination charges.

8.14. Where the Employer chooses to vary the terms detailed in the Employee Agreement, the Employer agrees to bear sole and exclusive responsibility for any such changes, and ensuring those changes are compliant with applicable law and regulation. The Employer acknowledges and agrees that the Company does not provide employment, legal or taxation advice.

9. Dynamic Deposit

9.1. Each Eligible Employee will be given the option to increase their initial Rental between month one and no later than month six of the lease of the Vehicle, to an amount of their choosing, and as calculated by the Company, provided they do not fall below the National Minimum Wage during the period of increased Rentals.

9.2. Where the Eligible Employee chooses to participate in Dynamic Deposit, the Company will reduce the Agreed Fees to allow for reduced Rentals over the remaining term of the Vehicle lease.

9.3. Where the Employer wishes to opt out of allowing Eligible Employees to utilise Dynamic Deposit, the Employer must notify the Company either as part of the sign-up process or, thereafter, in writing. Upon written confirmation of receipt by the Company, the relevant terms of this Agreement applicable to Dynamic Deposit shall not apply. The Employer shall notify the Company in the event that, at a future date, it wishes to make Dynamic Deposit available to Eligible Employees and, in such case, the relevant terms of this Agreement applicable to Dynamic Deposit shall apply.

10. Use of the Software

10.1. The Company shall provide the Employer (and its employees, each an "Authorised User") with access to its online platform (the "Software"). Only the Authorised Users may access the Software.

10.2. Subject to continued compliance with this Agreement, the Employer is granted a revocable non-exclusive, non-transferable licence to permit Authorised Users to use the Software from the date of this Agreement for the Term.

10.3. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that the Employer has any right to obtain source code for the Software.

10.4. Unless otherwise specified in this Agreement, the Software provided may only be used in conjunction with:

• 10.4.1. providing access to the Software solely to Authorised Users; and
• 10.4.2. accessing and using the Software as necessary to enable the performance of this Agreement.

10.5. The Employer may not:

• 10.5.1. lease, loan, resell, assign, licence, distribute or otherwise permit access to the Software; or
• 10.5.2. use the Software to provide ancillary services related to the Software; or
• 10.5.3. permit access to or use of the Software by or on behalf of any third party; except as permitted in this Agreement.

10.6. All intellectual property rights and title to the Software (save to the extent these incorporate any data or intellectual property of the Employer) shall remain with the Company and/or its licensors and subcontractors, and no interest or ownership in the Software is transferred to the Employer under this Agreement.

10.7. The Employer grants the Company a non-exclusive, non-transferable licence to use its data for the Term solely to the extent required for the provision of the Software.

10.8. The Employer must not remove any proprietary marks or copyright notices from the Software.

11. Termination

11.1. Either party may terminate this Agreement with immediate effect in the event that the other party:

• 11.1.1. commits a material breach of this Agreement;
• 11.1.2. enters into liquidation, administration or receivership;
• 11.1.3. has a winding-up petition filed against it; or
• 11.1.4. makes an arrangement with its creditors regarding payment of debts.

11.2. If a change in tax rules means there is no longer a tax advantage in operating the Scheme, the Company reserves the right to withdraw the Scheme on written notice to the Employer (the "Withdrawal Date"). No new Vehicles or Charger Products will be delivered after the Withdrawal Date.

11.3. Withdrawal of the Scheme under Clause 10.2 shall not affect the Hire Term for any Eligible Employees participating in the Scheme prior to the Withdrawal Date.

11.4. Upon termination for any reason (including under Clause 2.1 of this Agreement):

• 11.4.1. the Company shall give 30 days notice to terminate the Employee Agreement for each Eligible Employee, and all Vehicles will require to be returned within the period specified by the Company;
• 11.4.2. the Employer shall give notice to each Eligible Employee of the necessary deductions from the Eligible Employee's monthly salary in order to transfer ownership of the Charger Product to each Eligible Employee;
• 11.4.3. the licence to the Software shall terminate and the Employer shall cease using the Software; and
• 11.4.4. a party shall immediately and permanently destroy or return (at the other party's option) all copies of information and data provided by a party and in the other party's possession, custody or control and, in the case of destruction, shall certify to the other party that it has done so.

12. Data Protection

12.1. Each party shall comply at all times with the Data Protection Legislation in respect of any Personal Data.

12.2. In respect of any Personal Data processed by either party pursuant to this Agreement, each party warrants to the other that it has made all necessary registrations of its particulars where required, in accordance with the Data Protection Legislation.

12.3. The parties have determined that, for the purposes of Data Protection Legislation each of the Company and the Employer shall be a controller in respect of the Personal Data shared for the purposes of the Scheme.

12.4. Each party shall ensure it has all necessary notice and consents and lawful bases in place to enable the lawful transfer of Personal Data between the parties for the purposes of the Scheme (including but not limited to special category data under Article 9 of UK GDPR).

12.5. The Company shall make its Privacy Policy available to employees of the Employer via the Software and shall process all Personal Data received by it in accordance with its Privacy Policy.

12.6. Both parties shall:

• 12.6.1. take appropriate technical and organisational measures are adopted to ensure safekeeping against unauthorised or unlawful processing of the Personal Data and against accidental loss, or destruction of, or damage to the Personal Data, including taking all such measures as may be required to comply with the Data Protection Legislation; and
• 12.6.2. provide the other party, when necessary, reasonable assistance and co-operation to enable the party requiring assistance to fulfil its obligations to respond to requests from individuals exercising their rights under the Data Protection Legislation.

13. Confidentiality

13.1. Each party undertakes that it shall not at any time disclose to any person any Confidential Information of the other party, except as permitted by Clause 12.2.

13.2. Each party may disclose the other party's Confidential Information:

• 13.2.1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement (a "Permitted Recipient"), and each party shall ensure that each Permitted Recipient to whom it discloses the other party's Confidential Information complies with this Clause 12; and
• 13.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority provided that, to the extent it is legally permitted to do so, the disclosing party gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

13.3. No party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

14. Liability

14.1. Except for those expressly stated herein, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the greatest extent permitted by applicable law, excluded from this Agreement.

14.2. Subject to Clause 14.4, the Company's liability under this Agreement shall be limited to £25,000 regardless of the form of any claim or action whether in contract, delict or tort including negligence, misrepresentation or for any other reason. Such limitation does not apply to breaches of Clause 11, for which the Company's liability shall be limited to Clause 12.

14.3. The Company shall not be liable whether in tort or delict (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise for any direct or indirect losses: loss of profit, loss of goodwill, loss of opportunity, loss of sales, or loss of content or data, or any indirect, special or consequential loss costs, damages, charges or expenses howsoever arising hereunder. This does not impact the protection offered by the Zero Risk Guarantee.

14.4. Nothing in this Agreement shall exclude or limit either party's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other loss which may not by law be excluded or limited.

15. General

15.1. Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, flood, industrial disputes, cyber attack, epidemic, pandemic or viral, bacterial or any other disease outbreak, government recommended or required social distancing or quarantines, declared national, state, county or city emergency, any law or any action taken by a government or public authority, including without limitation imposing sanctions, embargoes or breaking off of diplomatic relations, an export or import restriction, quota or prohibition and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

15.2. If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, then such invalidity or unenforceability will not render the Agreement invalid or unenforceable as a whole. In such event, such provision shall be reinstated in accordance with applicable law to reflect as nearly as possible the original intentions of the parties and the remainder of the Agreement shall continue in full force and effect.

15.3. The delay or failure of either party to exercise any right or power provided under this Agreement or to require performance by the other party of any provision of this Agreement will not impair such right or power, nor be deemed a waiver thereof. No single or partial exercise of a right or power shall prevent or restrict further exercise of that or any other right or power. A waiver by either party of any covenants to be performed by the other party, or any breach thereof, will not be taken or held to be a waiver of any succeeding breach thereof or of any other covenant contained in this Agreement.

15.4. All notices provided pursuant to this Agreement will be in writing and will be deemed given: (i) if by hand, upon delivery; (ii) if sent by first class post or special or recorded delivery (or other "proof of delivery" or "proof of posting" service), two (2) Business Days after sending; (iii) if sent via courier, upon receipt; or (iv) if sent by email, at the time of transmission or, if this time falls outside the hours 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt, when business hours resume, in each case to the recipient's address as specified by the parties in writing. The foregoing shall not apply to the service of any proceedings or other documents in any legal action or, where applicable, any method of dispute resolution.

15.5. Nothing contained in this Agreement shall be construed as establishing or implying any partnership or joint venture between the parties.

15.6. The Employer shall not assign, subcontract, delegate or deal in any other manner with its rights, duties or obligations hereunder without the prior written consent of the Company. Any attempt by the Employer to do so without the Company's prior written consent shall be void. The Company may at any time assign, subcontract, delegate, or deal in any other manner with its rights, duties or obligations hereunder. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

15.7. This Agreement and the Employee Agreement contain the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written between the parties. To the extent there is a conflict between the documents comprising this Agreement, the order of precedence shall be as follows: (i) the Driver Order Form and the Charger Order Form (if applicable); (ii) the Driver Handbook; and (iii) this Agreement.

15.8. The Company may vary this Agreement from time to time by providing not less than 30 days written notice to the Employer prior to the effective date of such variation. If the Employer (acting reasonably) considers any proposed variation has a material adverse effect it may terminate this Agreement on 14 days written notice.

15.9. This Agreement may be executed in two or more counterparts, each of which when so executed will be deemed to be an original and both of which when taken together will constitute one and the same agreement. Electronically scanned copies of such executed documents may be used in lieu of the originals for any purpose. The parties' consent to use a third party service for purposes of electronically signing the Agreement and agree to be bound by electronic signature.

15.10. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Scotland and the parties hereby agree to submit to the non-exclusive jurisdiction of the Scottish courts.