Terms and Conditions

Introduction

This page, together with our Privacy Policy, sets out who we are and the terms on which we make the Services shown on our Website available to You.

We would draw Your attention in particular to clause 12 (Our Responsibility for Loss or Damage Suffered By You).

1. About Us

We are AUTOVERTEX TECHNOLOGIES LTD, trading as Vertex Battery Passport, a company limited by shares that is incorporated in England and Wales under company number 16508617, with its registered office at 15 Moorlands Avenue, Dewsbury, England, WF13 2JZ. References in these Conditions to "us" or "our" mean Vertex Battery Passport together with its employees, agents and subcontractors.

2. Interpretation

The following definitions apply throughout these Conditions:

Applicable Laws: every law, statute and regulation in force from time to time that applies.

API: any Application Programming Interface through which the Services can be accessed.

Authorised Users: the employees, agents or contractors whom You nominate as permitted to access the Services, each through their own individual account.

Business Day: any day that is not a Saturday, Sunday or public holiday in England and on which banks in London are open for ordinary business.

Commencement Date: the date on which We accept the Order under clause 3.

Conditions: these terms and conditions, as varied from time to time under clause 3.5.

Confidential Information: the existence and terms of the Contract; all confidential or proprietary information relating to the business, affairs, clients, customers, suppliers, plans or commercial opportunities of the other party; and any other information that is described as confidential, or is confidential or proprietary by its very nature, and which is not generally available to the public.

Contract: the agreement between us and You for the supply of the Services on these Conditions.

Data Protection Legislation: (i) for as long as the General Data Protection Regulation ((EU) 2016/679) (GDPR) continues to have direct effect in the UK, the GDPR together with any national implementing laws, regulations and secondary legislation, as amended or updated from time to time in the UK; and thereafter (ii) any legislation that replaces the GDPR, or the Data Protection Act 2018.

Initial Order: the first Order that You place and that We accept in accordance with clause 3.

Intellectual Property Rights: patents, rights in inventions, copyright and related and neighbouring rights, moral rights, trade marks and service marks, business and domain names, rights in get-up, goodwill, design rights, rights in software, database rights, rights to keep confidential any confidential information (including know-how and trade secrets), and every other intellectual property right — in each case whether or not registered, and including all applications for such rights.

Order: Your order for the Services, as set out in Your purchase order form or placed through the Website.

Personal Data: any information relating to a person who can be identified, directly or indirectly, in particular by reference to an identifier such as (but not limited to) a name, address, contact details or online location data.

Services: the services We supply to You, as described in the Specification.

Specification: the description of the Services, including the number of Authorised Users, set out in the Order.

Subscription Term: whichever is the longer of: (a) the period You have paid us for in respect of the Services; or (b) any other period agreed in writing.

Usual Business Hours: 9.00am to 5.00pm UK local time on each Business Day.

Website: the Vertex Battery Passport website at https://www.vertexbatterypassport.com, or any other address we later notify to You.

You: the individual or business that buys the Services from us; "Your" is construed accordingly.

3. Basis of Contract

3.1 An Order is an offer by You to buy the Services on these Conditions.

3.2 An Order is treated as accepted at the point We either send You written acceptance of it or start providing the Services to You.

3.3 These Conditions govern the Contract to the exclusion of any other terms You attempt to apply or incorporate, and of any terms implied by law, trade custom, practice or previous dealings.

3.4 Except where We state otherwise in writing, these Conditions apply to every future Order.

3.5 We may revise these Conditions from time to time, and We will give You notice of any such revision through the Website at least 7 days before it takes effect.

4. Term

4.1 Subject to clause 4.2, the Contract begins on the Commencement Date and runs for the Subscription Term.

4.2 Unless We or You end it under clause 13, the Contract will renew automatically on the terms of the Initial Order, for a further period equal to the Subscription Term of the Initial Order.

5. Supply of Services

5.1 Provided You comply with these Conditions, We will supply the Services to You through the Website and/or the API, in line with the Specification.

5.2 The Services will be made available as set out in the Specification and are to be used only by You and the Authorised Users.

5.3 Subject to clause 5.4, We do not promise that the Website, the API or any of their content will always be available or free from interruption. We may suspend, withdraw or limit all or part of the Website or API for business or operational reasons, and We will endeavour to give You reasonable notice of any such step.

5.4 We will always take reasonable steps to keep the Services continuously available and to carry out maintenance outside Usual Business Hours; occasionally, however, it may be helpful or necessary to carry out maintenance during Usual Business Hours. In every case We will try to keep disruption to a minimum and to warn You of any planned maintenance likely to cause disruption.

6. Changes to the Services

6.1 After the first calendar month of the Subscription Term, You may ask us to change the scope of the Services at any time. Any such request must be made through the Website or in writing.

6.2 We will consider any request of that kind and confirm the outcome to You in writing. If We accept it — a matter entirely within our discretion — We will confirm the revised Specification in writing.

6.3 We may amend the Specification where necessary to comply with any law or regulatory requirement, to achieve business efficiencies, to improve (in our view) the Services and/or the Website, or where the amendment will not materially affect the nature or quality of the Services; We will notify You in any such case.

6.4 If We amend the Specification in a way that materially affects the nature and quality of the Services, You may either accept the amendment by carrying on using the Services, or end the Contract by giving notice of our amendment and terminating before that notice expires, in accordance with clause 13.

7. Price

7.1 The price of the Services is the price quoted on the Website when You submit the Order, or otherwise confirmed to You in writing in a quote before You submit an Order. Prices are inclusive of value added tax (VAT) - where applicable, which You must also pay at the rate applicable from time to time.

7.2 If You ask us to change the scope of the Services under clause 6.1 and We agree, the revised price will be confirmed in the updated Specification; the change to Your billing will be applied on a pro-rata basis and charged when the change takes effect.

7.3 Prices for the Services may change from time to time. We will give You 10 Business Days' notice before any such change. Where this happens, You may either accept the new price or end the Contract under clause 13.

7.4 If We decide that supplying the Services is no longer commercially viable, We may end the Contract immediately by giving You notice.

8. Payment

8.1 Payment for the Services is due in advance, before You are given access to the Services through the Website and/or the API.

8.2 For any Order that renews automatically under clause 4.2, We will invoice You before the renewed Order begins, unless the Specification says otherwise.

8.3 Unless We expressly agree otherwise in writing, every invoice is payable on delivery, and You must pay each invoice in full and in cleared funds within 30 days of its date, time being of the essence.

8.4 If You have access to the Services through the Website and/or API and any payment for them is overdue, We may suspend Your access until all outstanding amounts have been paid.

8.5 As well as suspending access, We may charge a late payment surcharge at 5% a year above the Bank of England base rate. The surcharge accrues daily from the due date until payment is actually made, whether before or after judgment. You must pay the surcharge together with the overdue amount.

8.6 Because the price of the Services can depend on the length of the Subscription Term, if the Contract ends or access is suspended for any reason: (a) the full price for the Subscription Term remains due and payable by You; and (b) You will not be entitled to any refund of amounts already paid in respect of the remainder of the Subscription Term after termination or suspension.

9. Use of the Services

9.1 You must: (a) work with us on everything relating to the Services; (b) give us the information We reasonably need to supply the Services, and make sure that information is complete and accurate in all material respects; (c) put in place, run and enforce policies and procedures governing how individual Authorised User accounts are allocated and used to access the Services through the Website and/or API; (d) use best endeavours to stop any unauthorised access to, or use of, the Services; and (e) tell us promptly, in line with clause 15, if You become aware that any login or password for the Services has become known or available to a third party, and use best efforts to change the password for any compromised login.

9.2 If We suspect that unauthorised access to or use of the Services has happened or may happen, We will notify You promptly and may take steps to suspend and/or end Your access to or use of the Services.

9.3 Any abuse of the API, or requests We consider (in our sole discretion) to be unreasonably frequent, whether by You or an Authorised User, may lead to Your or that Authorised User's API access being suspended temporarily or permanently.

9.4 If at any time We suspect that You are not complying with these Conditions — including in relation to access to or use of the Services — We may suspend and/or end the Services, and We will notify You of any such suspension or termination.

10. Intellectual Property

10.1 All Intellectual Property Rights in, arising out of, or connected with the Services belong to us.

10.2 We grant You a non-exclusive, royalty-free licence, for the term of the Contract, to use the Intellectual Property Rights in the Services for the purpose of receiving and using the Services in Your business as described in the Order. You may not sub-licence, assign or otherwise transfer the rights granted by this clause 10.2, nor use those Intellectual Property Rights for any other purpose.

10.3 You grant us a non-exclusive, royalty-free, non-transferable licence, for the term of the Contract, to copy and modify any Intellectual Property Rights You provide to us, for the purpose of supplying the Services to You.

10.4 You acknowledge that, where the Services include third-party Intellectual Property Rights, Your use of those rights depends on us securing a written licence from the relevant licensor on terms that allow us to licence them on to You.

10.5 You must use best endeavours to ensure that only You and the Authorised Users can access the Services and the Intellectual Property Rights in them, through password-protected login accounts to the Website and API.

10.6 If You suspect any actual, potential or attempted infringement of the Intellectual Property Rights in the Services, You must notify us promptly under clause 15.

10.7 If We suspect any actual, potential or attempted infringement of the Intellectual Property Rights in the Services, We may suspend Your access to the Services immediately by giving You notice.

11. Data Protection

11.1 The parties agree that, for the purposes of the Data Protection Legislation, We are the Data Controller of Your Personal Data and the Data Processor of the Authorised Users' Personal Data. The Authorised Users' Personal Data is provided to us by You so that We can supply the Services. The terms Personal Data, Data Controller, Personal Data Breach, Data Subject, Commissioner and Data Processor have the meanings given in the Data Protection Legislation.

11.2 Our Privacy Policy governs how We use Your Personal Data.

11.3 To supply the Services to You, We will need to process the Authorised Users' Personal Data, and in doing so both We and You will comply with all applicable requirements of the Data Protection Legislation.

11.4 Without limiting clause 11.3, You will make sure You have all the necessary consents from, and notices in place with, the Authorised Users to allow their Personal Data to be transferred to us lawfully for the duration and purposes of the Contract.

11.5 Without limiting clause 11.3, in relation to any Personal Data We process in performing our obligations under the Contract, We will: (11.5.1) process that Personal Data only on Your documented instructions, unless Applicable Laws require us to process it otherwise; (11.5.2) have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing and against accidental loss, destruction of, or damage to, Personal Data; and (11.5.3) keep the Personal Data confidential and not disclose it to third parties unless You specifically authorise the disclosure, or it is required by domestic law, a court or a regulator (including the Commissioner).

11.6 You acknowledge and confirm that, as at the date of the Contract, You have been given enough information to assess, and have approved, our systems and processes for processing Personal Data.

11.7 You consent to us engaging a number of third-party processors of Personal Data under the Contract. A list of those processors is available on request.

11.8 You, as Data Controller of the Authorised Users' Personal Data, may rely on any lawful basis under the Data Protection Legislation to transfer that Personal Data to us and to allow us to appoint sub-processors outside the United Kingdom or the European Economic Area. In those cases We will comply with all applicable Data Protection Legislation, carry out the required due diligence, and ensure that a lawful and valid transfer mechanism (including an adequacy decision or the Standard Contractual Clauses) is in place before transferring any of the Authorised Users' Personal Data.

11.9 We will ensure that all of our employees who access the Personal Data are told it is confidential, are bound by duties of confidentiality, have completed appropriate Data Protection training, and understand our and their own obligations under the Data Protection Legislation and this clause 11.

11.10 We will notify You without undue delay if We become aware of the loss, unintended destruction, damage, corruption or unusability of some or all of the Personal Data; any accidental, unauthorised or unlawful processing of the Personal Data; or any Personal Data Breach.

11.11 Where We become aware of any matter in clause 11.10, We will, without undue delay, give You in writing a description of the nature of the matter (including the categories and approximate number of affected records and Authorised Users), the likely consequences, and a description of the measures taken or proposed to address it.

11.12 After any accidental, unauthorised or unlawful processing of Personal Data, or any Personal Data Breach, the parties will work together to investigate, and We will co-operate reasonably with You, at no extra cost to You, in Your handling of the matter (including by helping with any investigation, making available relevant records and logs, and taking reasonable and prompt steps to mitigate the effects).

11.13 We will not tell any third party about any accidental, unauthorised or unlawful processing of the Personal Data or any Personal Data Breach without first getting Your written consent, except where domestic or (where applicable) EU law requires us to do so.

11.14 You alone have the right to decide whether to notify any Authorised User, the Commissioner, other applicable regulators, law enforcement or anyone else of the incident, and whether to offer affected Authorised Users any remedy (and the nature and extent of that remedy).

11.15 At no extra cost to You, We will take whatever technical and organisational measures may be appropriate, and promptly give You whatever information You reasonably require, to enable You to comply with the rights of Authorised Users under the Data Protection Legislation (including subject access, rectification, portability and erasure) and with any information or assessment notices served on You by the Commissioner or another relevant regulator.

11.16 We will notify You immediately in writing of any complaint, notice or communication We receive that relates, directly or indirectly, to the processing of the Personal Data or to compliance with the Data Protection Legislation.

11.17 We will notify You within seven days if We receive a request from an Authorised User to access their Personal Data or to exercise any of their other rights under the Data Protection Legislation, and will give You our full co-operation and assistance, at no extra cost, in responding.

11.18 We will not disclose the Personal Data to any Authorised User or third party except in accordance with Your written instructions, or as required by domestic or (where applicable) EU law.

11.19 If a change in the Data Protection Legislation stops either party performing all or part of its obligations, the parties may agree to suspend the processing until it complies with the new requirements. If the parties cannot bring the processing into compliance within 60 days, either party may end their engagement by giving the other at least 20 Business Days' written notice.

11.20 At Your request, We will give You — or a third party You nominate in writing — a copy of, or access to, all or part of the Personal Data in our possession or control, in the format and on the media You reasonably specify. When the engagement ends for any reason, We may securely delete or destroy the Personal Data, or, if You so direct in writing, return it and keep no copies, subject to any legal requirement to retain it (of which We will notify You).

11.21 We will keep detailed, accurate and up-to-date written records of any processing of the Personal Data (the Records), and give You copies of the Records on request.

11.22 We warrant that everyone accessing the Personal Data on our behalf is reliable and trained, that all processing will comply with the Data Protection Legislation, and that We will apply appropriate technical and organisational measures to keep the Personal Data secure. You warrant that our expected use of the Personal Data, as instructed by You, will comply with the Data Protection Legislation, and that You have a valid lawful basis allowing us to transfer the relevant Personal Data to any sub-processors outside the European Economic Area. You will indemnify us against any loss We suffer as a result of Your failure to have such a lawful basis.

12. Our Responsibility for Loss or Damage Suffered by You

12.1 Nothing in these Conditions limits or excludes our liability for: (a) death or personal injury caused by our negligence, or that of our employees, agents or subcontractors (as applicable); (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (d) anything else for which it would be unlawful for us to limit or exclude our liability.

12.2 All terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.

12.3 Subject to clause 12.1, We will not be liable to You — whether in contract, tort (including negligence), for breach of statutory duty, or otherwise — arising under or in connection with the Contract, for any: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; or (g) indirect or consequential loss.

12.4 Subject to clause 12.1, our total liability to You for all other losses arising under or in connection with the Contract — whether in contract, tort (including negligence), for breach of statutory duty, or otherwise — is limited to the amounts We received under the Contract in the 12 months before You issue any proceedings.

12.5 We will have no liability under the Contract for any claim or potential claim by You unless We receive written notice of it within six months of the date the liability arose, or the date You ought reasonably to have become aware of it. That notice must set out, in reasonable detail, the grounds of the claim and an estimate of the loss.

13. Termination

13.1 We may end the Contract and Your access to the Services at any time by giving You notice, with such termination taking effect at the end of the Subscription Term.

13.2 You may end the Contract and Your access to the Services at any time after the minimum Subscription Term by either: (a) giving us written notice, in which case termination takes effect at the end of the current Subscription Term; or (b) going to the relevant billing page of the Website or API, logging in with the individual account created on the date of the Initial Order, and following the 'Cancel Subscription' process shown on that billing page, in which case termination takes effect at the end of the Subscription Term.

13.3 Without affecting any other rights or remedies it may have, either party may end the Contract and access to the Services, without liability to the other, if the other party: (a) commits a material breach of these Conditions and (where the breach can be put right) fails to do so within 14 days of being told about it in writing; (b) has an order made, or a resolution passed, for its winding-up; (c) has an administrator appointed over its affairs, business and property; (d) has a receiver appointed over any of its assets; (e) reaches any arrangement or composition with its creditors; (f) stops, or threatens to stop, trading; (g) undergoes a Change in Control within the meaning of section 1124 of the Corporation Tax Act 2010 (in which case only We may terminate); or (h) takes or suffers any similar or equivalent action in any jurisdiction because of debt.

13.4 On termination of the Contract, we may destroy or otherwise dispose of any of Your data in our possession, unless We receive — no later than 10 days after the Contract ends or expires — a written request for delivery to You of the most recent backup of that data. If We receive such a request, we will use reasonable commercial endeavours to deliver the data to You as soon as reasonably practicable, provided that at the time of the request You have paid all outstanding fees and charges. You will pay all expenses We incur in providing the data.

14. Events Outside Our Control

14.1 Neither party will be liable for any failure or delay in performing its obligations under the Contract that is caused by any act or event beyond its reasonable control (an Event Outside Our Control).

14.2 If an Event Outside Our Control affects a party's performance of its obligations under the Contract: (a) that party will contact the other as soon as reasonably possible to let them know; and (b) that party's obligations under the Contract will be suspended, and the time for performing them extended, for the duration of the Event Outside Our Control. That party will set a new date for performance once the Event Outside Our Control is over.

14.3 You may end the Contract affected by an Event Outside Our Control that has continued for more than 30 days. If You do, We will refund the price You paid, less the charges reasonably and actually incurred by us in performing the Services up to the date the Event Outside Our Control began.

15. Communications and Notices

15.1 References to "in writing" in these Conditions include email.

15.2 Any notice or other communication given under the Contract must be in writing, addressed to the relevant party at its registered office or at any other address it has notified to the other party in writing under this clause, and must be delivered personally, or sent by pre-paid first-class post or other next-working-day delivery service, by commercial courier, or by email.

15.3 A notice or other communication is treated as received: (a) if delivered personally, when left at our registered office; (b) if sent by pre-paid first-class post or other next-working-day delivery service, at 9.00am on the second Business Day after posting; or (c) if sent by email, one Business Day after it was sent.

16. Assignment

16.1 We may at any time assign, transfer, mortgage, charge, subcontract or otherwise deal with all or any of our rights under the Contract to another organisation, without affecting Your rights or our obligations under these Conditions. We will notify You in writing, or by posting on the Website, if this happens.

16.2 You may not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over, or otherwise deal with any or all Your rights or obligations under the Contract.

17. Confidentiality

17.1 Neither party will, at any time during the Contract or for 5 years after it ends, disclose to anyone any Confidential Information about the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 17.2.

17.2 Either party may disclose the other party's Confidential Information: (a) to its employees, officers, representatives, subcontractors, advisers or suppliers who need it to carry out that party's obligations under the Contract, provided it ensures that everyone to whom it discloses that information complies with clause 17.3; or (b) where required to do so by law, a court of competent jurisdiction, or any governmental or regulatory authority.

17.3 Neither party will use the other party's Confidential Information for any purpose other than performing its obligations under the Contract.

18. Third Party Rights

The Contract is between us and You. No one else has any right to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

19. Variation

We may, in our sole discretion, change, modify, add to, supplement or remove any part of these Conditions at any time, with or without notice — but We will use reasonable endeavours to give You reasonable notice of any material change to these Conditions.

20. Waiver

If We do not require You to perform any of Your obligations under the Contract, or do not enforce our rights against You, or delay in doing either, that does not mean We have given up our rights against You or that You need not comply with those obligations. Any waiver by us of a right will only be effective if made in writing and will not automatically waive any right in relation to any later default by You.

21. Severance

Each paragraph of these Conditions operates separately. If any court or competent authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will continue in full force and effect.

22. Governing Law and Jurisdiction

The Contract is governed by English law, and each party irrevocably agrees that the courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with it.

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