1. Interpretation

1.1 Definitions:

Autocab API: any application programming interface to allow the Partner’s software and systems to connect to the Autocab Products and Services (including any updates, upgrades, new releases or new versions, error corrections, fixes or patches) as may be made available by Autocab from time to time.

Autocab: is the trading name of GPC Computer Software Limited, (Company number 02628523), Floors 15-16, No.2 Circle Square, 1 Symphony Park, Manchester, M1 7FS

Autocab Materials: any materials, documents, trade marks, logos (including the Autocab and Autocab Connect logos), information, data and products owned or developed by Autocab or its agents, subcontractors and personnel and which are supplied or made available by Autocab to the Partner pursuant to this Licence in any form, including without limitation, advertising materials, data, reports and specifications (including drafts), but excluding the Partner Materials.

Autocab Products and Services: any software applications, products or services developed, owned or licensed by Autocab.

Authorised Users: those employees and contractors of the Partner who are authorised by the Partner to use the Autocab API.

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

Conditions: these terms and conditions.

Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

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

Licence: the licence between the Partner and Autocab incorporating these Conditions, whereby Autocab will license to the Partner the Autocab API to enable the Partner to access the Autocab Products and Services for the Purpose.

Partner: the person, firm or company to whom/which an Autocab API is made available by Autocab.

Partner Data: any data input through the Autocab API by the Partner or its Authorised Users.

Partner Materials: any materials, documents, trade marks, logos, information, software and data supplied by the Partner to Autocab.

Purpose: the purpose for which the Partner is permitted to use the Autocab API to access the Autocab Products and Services, which shall be for the

Partner’s own internal business purposes or as may be expressly agreed in writing by Autocab.

Start Date: the date on which either (i) the Partner accepts these Conditions, or (ii) first uses or accesses the Autocab API, whichever is the earlier.

Term: the term of this Licence as detailed in clause 12, or as may be expressly agreed in writing by Autocab.

1.2 Interpretation:

(a) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. (c) A reference to writing or written includes email.

2. Licence

2.1 Subject to these Conditions and any other terms expressly agreed in writing, Autocab hereby grants to the Partner for the duration of the Term a revocable, non-transferable right, without the right to grant sub-licences, to use the Autocab API solely for the Purpose.

2.2 This Licence is non-exclusive and nothing in this Licence shall prevent or restrict Autocab from entering into similar or different agreements with third parties.

3. Use of the Autocab API

3.1 The Partner shall:

(a) only use the Autocab API to access the Autocab Products and Services for the Purpose;

(b) use the Autocab API in accordance with such specifications or guidance or limits (including in relation to data capacity and number of authorised users) as Autocab shall stipulate from time to time;

(c) ensure the accuracy and completeness of any Partner Data;

(d) provide Autocab with all such co-operation and information as may be reasonably required by Autocab from time to time in connection with the Partner’s use of the Autocab API or the Autocab Products and Services;

(e) ensure that the Authorised Users use the Autocab API and the Autocab Products and Services in accordance with this Licence and shall be responsible for any Authorised User’s breach of this Licence;

(f) be solely responsible for procuring and maintaining its network connections and telecommunications links;

(g) comply with all applicable laws, statutes and regulations from time to time in force in its use of the Autocab API and/or the Autocab Products and Services and in the conduct of its business;

(h) obtain and maintain all consents, licences and permissions (statutory, regulatory, contractual or otherwise) as it may require and which are necessary in its use of the Autocab API and/or the Autocab Products and Services and in the conduct of its business; and

(i) allow Autocab and its agents to audit the Partner’s compliance with this Licence, on reasonable notice and promptly provide to Autocab, such information and documentation as Autocab shall reasonably require in this regard.

3.2 The Partner shall not:

(a) use the Autocab API or the Autocab Products and Services in any way which:

(i) is abusive, harmful, threatening or defamatory or any other way that may cause offence;

(ii) could be harmful to other users of the Autocab API or the Autocab Products and Services (including uploading any material that otherwise contains a virus, trojan horse or other malicious code);

(iii) breaches any applicable laws or regulations or legal duty to a third party (including a duty of confidentiality) or which infringes a person's right to privacy;

(iv) promotes discrimination or is likely to incite hatred; or

(v) infringes the Intellectual Property Rights of any third party;

(b) except as allowed by any applicable law which is incapable of exclusion by agreement and except to the extent expressly permitted under this Licence:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Autocab API and/or the Autocab Products and Services in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Autocab API and/or the Autocab Products and Services;

(c) save with Autocab’s express approval in writing, access or use all or any part of the Autocab API and/or the Autocab Products and Services in order to create or provide a product or service which competes with the Autocab Products and Services;

(d)allow or assist any third party to access or use the Autocab API or the Autocab Products and Services (other than Authorised Users engaged by the Partner in connection with the Purpose);

(e) use the Autocab API and/or Autocab Products and Services (including by way of “daisy-chaining” APIs or otherwise) to enable any third parties or any Aggregator (i.e. a person or company who aggregates requests and passes them on to one or more service providers) to access or benefit from the Autocab Products and Services, save and to the extent only that this may be agreed in advance in writing by Autocab;

(f) transfer or sub-license, temporarily or permanently, any of its rights under this Licence.

3.3 The Partner shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Autocab API and/or the Autocab Products and Services and, in the event of any such unauthorised access or use, it shall promptly notify Autocab.

3.4 The Partner acknowledges and agrees that:

(a) Autocab may at any time suspend in whole or part, the Partner’s access, to and/or use of the Autocab API and/or the Autocab Products and Services

(i) in order to carry out any maintenance work;

(ii) where the Partner does not provide any information required under clause 4.3;

(iii) where it is necessary to protect the Autocab API, the Autocab Products and Services, any third party systems, or other users; or

(iv) where the Partner is in breach of this clause 3 and until Autocab is satisfied that such breach has been rectified and that sufficient steps have been taken to ensure that such breach will not recur

and in such circumstances Autocab shall use reasonable commercial endeavours to let the Partner know of such suspension in advance;

(b) the Partner is responsible for its hardware, content and any data uploaded through the Autocab API, for its access to the internet and for any and all liability that arises in connection with any unauthorised access via its systems or any activity using its usernames or passwords (whether authorised or not);

(c) Autocab does not warrant or represent that the Autocab API or the Autocab Products and Services will be:

(i) available on an uninterrupted basis or error-free; or

(ii) compatible with the Partner’s or any third party’s software or equipment;

(d) Autocab does not give any warranties nor make any representations about results to be obtained from using the Autocab API and/or the Autocab Products and Services;

(e) Autocab may at any time change or withdraw any Autocab API and/or any Autocab Products and Services, in order to comply with any applicable laws or regulations or for technical or commercial reasons. Autocab shall use reasonable commercial endeavours to give the Partner as much notice as possible of any such change or withdrawal.

3.5 The Partner shall indemnify Autocab against all losses, liabilities, damages, costs, claims and proceedings which Autocab may sustain, suffer or incur in connection with:

(a) any use of the Autocab API and/or the Autocab Products and Services by the Partner (or its Authorised Users) other than in accordance with this Licence; or

(b) any claim by a third party arising out of any act or omission of the Partner (or its Authorised Users) in the conduct of its own business.

4. Integration

4.1 Autocab will make the Autocab API available to the Partner to facilitate integration with the Autocab Products and Services for the Purpose. However the Partner has the ultimate responsibility for (and bears the risk of) integrating its systems and software with the Autocab API and the Autocab Products and Services.

4.2 Autocab reserves the right to update or amend the Autocab API at any time for technical, commercial or legal reasons. In such circumstances it shall give the Partner as much notice as possible of the change and the provisions of clause 4.1 shall apply equally to the updated or amended Autocab API.

4.3 Autocab reserves the right to test the integration at any time and the Partner shall provide such access to any information, people and data as is reasonably required to carry out such tests.

4.4 The Partner must obtain the prior written express approval of Autocab before accessing any live data via the Autocab API and the parties shall enter into a separate agreement setting out the commercial terms on which Autocab is prepared to permit the continued use of the Autocab APIs and/or integration with the Autocab Products and Services. Any such approval or commercial terms shall be at Autocab’s sole discretion and may involve the Partner and Autocab entering into an iGo Originator or similar agreement where the integration is otherwise than for the Partner’s own internal business

purpose or is intended to generate demand for any third party.

5. Partner Data

5.1 The Partner shall own all right, title and interest in and to all of the Partner Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Partner Data.

5.2 Autocab shall follow its own internal backup and recovery procedures for any Partner Data held by it. In the event of any loss or damage to Partner Data caused by Autocab's breach or negligence, the Partner’s sole and exclusive remedy against Autocab shall be for Autocab to use reasonable commercial endeavours to restore the lost or damaged Partner Data from the latest back-up of such Partner Data maintained by Autocab in accordance with Autocab's procedures. Autocab shall not be responsible (whether in contract, tort (including negligence) or otherwise howsoever arising) for any loss,

destruction or alteration of Partner Data.

6. Third Party Providers

6.1 The Partner acknowledges that the Autocab API and the Autocab Products and Services enable or assist it to interact with third parties and that it does so solely at its own risk. Autocab does not endorse any such third parties and makes no representation, warranty or commitment in relation to such third parties and shall have no liability (whether in contract, tort (including negligence) or otherwise howsoever arising) nor any obligation whatsoever in relation to any interaction between the Partner and such third parties, the use of any services provided by the third parties and/or any contract entered into by the Partner and such third parties.

7. Non-Solicitation

7.1 In order to protect the legitimate business interests of Autocab, the Partner covenants with Autocab that it shall not (and shall procure that no member of the Partner’s Group shall) during the Restricted Period (except with the prior written consent of Autocab):

(a) solicit or entice away (or attempt to solicit or entice away) from the employment or service of Autocab the services of any Restricted Person other than by means of a national advertising campaign open to all-comers and not specifically targeted at one or more Restricted Persons; or

(b) solicit the services of or enter into an agreement with any Restricted Person (or attempt to do so).

7.2 For the purposes of clause 7.1:

(a) Restricted Period means:

(i) during the term of this Licence; and

(ii) for a period of 12 months after termination or expiry of this Licence.

(b) Restricted Person shall mean any person who at the Relevant Time is, or has been at any time during the 12 months immediately preceding the Relevant Time, employed or engaged by Autocab.

(c) Relevant Time means the point at which the solicitation or enticement of any Restricted Person (as the case may be) occurs.

7.3 The Partner acknowledges and agrees that the restrictive covenant in clause 7.1 is reasonable and necessary for the protection of the legitimate business interests of Autocab.

7.4 If the Partner commits any breach of clause 7.1(a), the Partner shall, on demand, pay to Autocab a sum equal to one year’s basic salary or the annual fee that was payable by Autocab to the Restricted Person plus the recruitment costs incurred by Autocab in replacing such person.

8. Intellectual Property

8.1 The Partner acknowledges and agrees that Autocab and/or its licensors own all Intellectual Property Rights in the Autocab API and the Autocab Products and Services (and in all updates and modifications to the same whether or not these are requested or paid for by the Partner).

8.2 Autocab warrants that the Autocab API and the Autocab Products and Services do not infringe the rights, including any Intellectual Property Rights, of any third party.

9. Confidentiality

9.1 Each party undertakes that it shall not at any time during this Licence, and for a period of two years after termination of this agreement, disclose to any person any confidential information concerning the products and services, business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.2.

9.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives 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 Licence. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 9; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3 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.

9.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

9.5 This clause 9 shall survive termination of this agreement, however arising.

10. Data protection

10.1 “Data Protection Legislation” the UK Data Protection Legislation and any other applicable legislation relating to Personal Data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).

“UK Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation (EU) 2016/679 as it forms part of the law of the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018, and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (the “UK GDPR”); the Data Protection Act 2018; and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Business Contact Details means the business contact information of personnel engaged by either party to this Licence, specifically the name, business telephone number, business email address, business postal address and/or the job title of such personnel;

The expressions "personal data", "controller", "processor" and "process" bear the meaning given to that expression in Article 4 of the UK GDPR.

10.2 Each party shall, at its own expense, ensure that it complies with all applicable requirements of the Data Protection Legislation in force from time to time relating to the use of personal data in relation to the activities under the Licence.

10.3 The parties acknowledge and agree that for the purposes of clause 10.2:

(a) each party is a controller for the personal data it processes in connection with this Licence;

(b) each party is responsible for its own compliance with its data protection obligations under Data Protection Legislation with regard to its processing of personal data;

(c) the only personal data to be transmitted between the parties is Business Contact Details; and.

(d) if a party (the Disclosing Party) discloses Business Contact Details to the other party (the Recipient), the Disclosing Party shall ensure that such disclosure is lawful and the Recipient shall only process the Disclosing Party's Business Contact Details:

(i) to the extent necessary to perform its obligations under this Licence or as is otherwise necessary to comply with a legal obligation; and

(ii) in compliance with Data Protection Legislation.

10.4 In the event that clause 10.3 becomes or will become inaccurate or incomplete before the termination of this Licence, the parties agree to negotiate in good faith and enter into a contractual arrangement in accordance with Article 28(3) of the UK GDPR and which will:

(i) reflect the personal data being transmitted between the parties; and

(ii) ensure that the transmission and processing of such personal data complies with all applicable requirements under Data Protection Legislation.

11. Limitation of liability

11.1 This clause 11 sets out the entire financial liability of Autocab (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Partner:

(a) arising under or in connection with this Licence;

(b) in respect of any use by the Partner of the Autocab API or the Autocab Products and Services (or any of them); and

(c) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Licence.

11.2 Except as expressly and specifically provided in this Licence, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Licence.

11.3 The Autocab API and the Autocab Products and Services are provided on an “as is” basis.

11.4 Nothing in this Licence excludes the liability of Autocab for:

(a) for death or personal injury caused by Autocab's negligence;

(b) for fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

(d) any other liability which cannot be limited or excluded by applicable law.

11.5 Subject to clause 11.4, Autocab shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise, for

(a) any loss of profits,

(b) loss of sales or business,

(c) loss of anticipated savings,

(d) loss of use or corruption of software, data or information,

(e) loss or damage to goodwill, and

(f) any special, indirect or consequential loss costs, damages, charges or expenses

however arising under or in connection with this Licence.

11.6 Subject to clause 11.4, Autocab's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Licence shall be limited to £20,000.

12. Duration and termination

12.1 The Licence shall commence on the Start Date and shall continue unless otherwise terminated as provided in this clause 12.

12.2 Autocab may terminate this Licence at any time by giving to the Partner not less than 60 days’ notice in writing.

12.3 Without affecting any other right or remedy available to it, Autocab may terminate this Licence with immediate effect by giving written notice to the Partner if the Partner:

(a) is in breach of clause 3.2 of these Conditions; or

(b) commits a material breach of this Licence and, where the breach is capable of remedy, has failed to remedy such breach within 14 days of written notice requiring remediation; or

(c) makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, scheme of arrangement, receivership, administration, liquidation, bankruptcy or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of a distraint, execution, event of insolvency or event of bankruptcy or any similar process or event, whether in the United Kingdom or otherwise.

13. Consequences of termination

On termination of this Licence for any reason:

(a) all licences granted under this Licence shall immediately terminate and the Partner shall immediately cease all use of the Autocab API and/or the Autocab Products and Services;

(b) each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party. In particular, the Partner shall cease to use and shall return to Autocab any Autocab Materials held by it;

(c) Autocab may destroy or otherwise dispose of any of the Partner Data in its possession unless it receives, no later than ten days after the effective date of the termination of this Licence, a written request for the delivery to the Partner of the then most recent back-up of the Partner Data. Autocab shall use reasonable commercial endeavours to deliver the back-up to the Partner within 30 days of its receipt of such a written request, provided that the Partner has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Partner shall pay all reasonable expenses incurred by Autocab in returning or disposing of the Partner Data;

(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Licence which existed at or before the date of termination shall not be affected or prejudiced; and

(e) any provision of this Licence that expressly or by implication is intended to come into or continue in force on or after termination of this Licence shall remain in full force and effect.

14. Force majeure

Neither party shall be in breach of this Licence nor liable for delay in performing, or failure to perform, any of its obligations under this Licence if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for more than 90 days, the party not affected may terminate this Licence by giving 30 days' written notice to the affected party.

15. Anti-Bribery

The Partner shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 and shall not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK. In particular and without prejudice to the foregoing, the Partner will not attempt to incentivise any employee or contractor of Autocab to act or refrain from acting in a certain way.

16. Waiver

No failure or delay by a party to exercise any right or remedy provided under this Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17. Rights and remedies

The rights and remedies provided under this Licence are in addition to, and not exclusive of, any rights or remedies provided by law.

18. Severance

18.1 If any provision or part-provision of this Licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Licence.

18.2 If any provision or part-provision of this Licence is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

19. Entire agreement

19.1 This Licence constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence.

19.3 Nothing in this clause shall limit or exclude any liability for fraud.

20. Assignment and other dealings

20.1 The Partner shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Licence without the prior written consent of Autocab.

20.2 Autocab may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of its rights and obligations under this Licence.

21. No partnership or agency

Nothing in this Licence is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

22. Variation

No variation of this Licence shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

23. Third party rights

A person who is not a party to this Licence shall not have any rights under the Licences (Rights of Third Parties) Act 1999 to enforce any term of this Licence.

24. Notices

24.1 Any notice or other communication given to a party under or in connection with this Licence shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the address specified in the Licence or such other email address as may be specified from time to time for that purpose

24.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

25. Governing law

This Licence 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 England and Wales.

26. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Licence or its subject matter or formation.