ONLINE DEALING AGREEMENT

ONLINE DEALING AGREEMENT These terms and conditions of this Agreement (as amended or supplemented from time to time in accordance with these provisions hereof,) are incorporated into each Contract (as defined below). By offering to purchase a Vehicle using the System, the Dealer accepts and agrees that each Contract shall be subject to these terms and conditions. PART 1: DEFINITIONS AND SCOPE 1. Definitions 1.1. When used herein: Agreement means this agreement and all if schedules (if applicable); Approved Condition Standards means the mfldirect approved condition standards as notified to the Dealer by MO and published on the System from time to time; Bid Price means the price offered by the Dealer to purchase the Vehicle; Contract means any contract for the sale by MO and the purchase by the Dealer of a Vehicle which is formed using the System or an alternative means approved by MO; Credit Limit means the credit limit (if any) which MO may grant (and increase or reduce) from time to time in its sole discretion to the Dealer for the purchase of Vehicles and other transactions between the Dealer and MO; Dealer means the relevant individual, partnership or company which has registered to use the System, to facilitate the purchase of vehicles and whose Offer to purchase a Vehicle is accepted by MO using the System; Delivery Fee means the delivery charge calculated by MO on the date of the relevant Contract with reference to MO s standard mileage delivery rates; Description means, in respect of a Vehicle, the description of that Vehicle appearing on the System or otherwise given to the Dealer at or prior to the relevant Contract being made; Inspection means an independent inspection of a Vehicle following a complaint by the Dealer under Clause 9; Inspector means an individual, partnership or company appointed by MO to carryout an Inspection; Mainland UK means mainland England, Wales and Scotland and any islands connected to any such mainland by a permanent road which is accessible at any time of day; Price means the Offer by the Dealer to purchase a Vehicle as communicated to MO at or prior to the relevant Contract being made; MO means Motability Operations Limited of City Gate House, 22 Southwark Bridge Road, London SE1 9HB; Offer means the fixed price offered by the Dealer or an accepted Bid Price; System means the world wide web-based site and systems constructed by MO accessible to any dealer through the World Wide Web, at either (i) www.mfldirect.co.uk or (ii) www.mfldirectbidding.co.uk, pursuant to which MO invites offers for the purchase of vehicles and accepts the same by electronic confirmation; Vehicle means any vehicle or vehicles to be sold using the System as specified in the particulars of the vehicle appearing on the System or otherwise notified by MO at or prior to the relevant Contract being made; and Working Day means a day other than a Saturday, Sunday, bank or other public holiday in England. 2. Scope 2.1. These terms and conditions apply to the purchase of all Vehicles by a Dealer. 2.2. These terms and conditions shall apply to the exclusion of any terms and conditions of sale, which may have been entered into or applicable between MO and the Dealer unless MO specifies in writing that such other terms and conditions shall apply in place of or in addition to these Conditions. PART 2: TRANSACTION PROCEDURE AND SECURITY 3. Transaction Procedure 3.1. The System will set out information, including the make, age, mileage, price and other information about the Vehicle(s) that may be available for purchase. 1

3.2. The Dealer acknowledges and understands that the provision by MO of such information does not constitute a warranty that any individual Vehicle is available for purchase at the specified price and that it is simply an invitation to treat. 3.3. Each Contract for the sale by MO and the purchase by the Dealer of a Vehicle shall be binding upon the Dealer and MO from the moment that MO indicates acceptance of the Dealer s Offer via the System (using whichever mode of communication under the System that MO shall elect). 3.4. The Dealer acknowledges and understands that by participating in purchases of Vehicles via the System, the Dealer expressly consents to all relevant information such as company name, address, contact details (to include, for the avoidance of doubt, any personal data of an employee of the Dealer), being passed to a third party for processing, maintenance of or inclusion of the System. 4. Password Security 4.1. Subject to registration on the System, MO undertakes to provide the Dealer with an individual login username for each individual email address registered on the System. Each individual user within the Dealer shall be required to register via the System and set-up a unique password security. 4.2. Both parties agree and acknowledge that MO is entitled to assume that any electronic communication from the Dealer via the System is bona fide and duly authorised by virtue of the use of password security. PART 3: PURCHASE OF VEHICLES 5. Delivery and Risk 5.1. MO will endeavour to deliver each Vehicle purchased within 10 (ten) Working Days of the date of receipt by MO of the Price or Bid Price and the Delivery Fee (if applicable) and all other amounts payable to MO in respect of the Vehicle in full. In no circumstances will MO be liable for loss or damage of any kind whatsoever caused directly or indirectly by any delay in the delivery of the Vehicle. The Dealer shall be entitled to terminate or rescind a Contract if, but only if, such delay exceeds 30 (thirty) days. 5.2. Delivery will be made at the Dealer s trade premises in the Mainland UK (or, if none, a port in Mainland UK (except that where the Vehicle is located in Northern Ireland and the Dealer s trade premises are located in Northern Ireland, delivery will be made at the Dealer s trade premises in Northern Ireland)) as notified to MO. For the avoidance of doubt, where Delivery is made to a port in Mainland UK, the costs of transportation from the specific port in Mainland UK (including but not limited to ferry or storage fees) to the Dealer s premises shall be borne by the Dealer. 5.3. In addition to the Price or Bid Price the Dealer shall pay to MO the Delivery Fee in respect of the cost of delivery of the Vehicle to the Dealer. 5.4. Notwithstanding any other term of the Contract, risk in the Vehicle shall pass to the Dealer when the Vehicle is delivered to the Dealer or its agent. 5.5. Where the Dealer so elects, collection of the Vehicle shall be made at the premises of MO (or MO s agent) as notified to the Dealer. In such an event: (a) no Delivery Fee shall be payable by the Dealer; and (b) the Dealer shall collect the Vehicle within 3 (three) Working Days from whichever is the later of (i) the date on which the Dealer became bound to purchase the Vehicle and (ii) the end of the term of the hire agreement between MO and the hirer of that Vehicle, as appearing on the System or as otherwise notified to the Dealer. If the Dealer fails to collect the Vehicle within such 3 (three) Working Day period MO or its agent shall, be entitled to charge storage fees. 5.6. In the case of a Vehicle which the Dealer agrees to purchase from MO prior to the end of the term of the hire agreement between MO and the hirer of that Vehicle, the Contract shall be conditional upon MO being able to deliver that Vehicle in the Approved Condition Standard to the Dealer on the date for delivery. If MO is unable to make such delivery (for example, because the Vehicle is damaged or written-off or because the hirer has not returned the Vehicle to MO on expiry of the hire term or because the hirer has been allowed to retain the Vehicle after the expiry of the hire term pending delivery of a new vehicle to the hirer or because the hire agreement in respect of the Vehicle is terminated by MO or the hirer of the Vehicle prior to the expiry of the hire term), MO shall promptly notify the Dealer and:

(a) MO shall be entitled, by notice to the Dealer, to delay the date for delivery (and, if such delivery is made within 10 (ten) Working Days of the original date for delivery, the Dealer shall accept such delayed delivery); and/or (b) MO may offer to the Dealer an alternative vehicle to the Vehicle (being a vehicle of the same make and model and, where possible, of the same colour, with the same or similar mileage and with the same or similar options) at a price notified by MO to the Dealer (such offer being open for acceptance by the Dealer for 2 (two) Working Days); and/or (c) MO may provide the Dealer with details of any damage to the Vehicle or any other reasons why the Vehicle does not meet the Approved Condition Standard and offer to sell the Vehicle to the Dealer at a reduced price (such offer being open for acceptance by the Dealer for 2 (two) Working Days); or (d) MO may, by notice to the Dealer, cancel the Contract under Clause 9.2. 5.7. The Dealer shall complete and sign a Proof of Delivery Form ( POD ) or Proof of Collection Form ( POC ) on delivery or collection of the Vehicle and maintain a copy thereof. The POD or POC (as the case may be) shall serve as evidence of the condition of the Vehicle at time of delivery or collection. 6. Condition, Warranties and Exclusion Clauses 6.1. MO warrants that the Vehicle (subject to Clause 5.6(c)) will on the date of delivery meet the Approved Condition Standards and shall comply in all material respects with the Description, except that the warranty given in respect of mileage will be the actual mileage of the Vehicle at the date the Dealer became bound to purchase the Vehicle. The Dealer acknowledges that as a consequence the actual mileage upon delivery of the Vehicle will be higher than that at the date of purchase, due to the Vehicle (inter alia) being driven by the hirer, being collected by MO and being driven to the Dealer. 6.2. To the extent it is able to do so without undue effort or incurring any cost or expense, MO will transfer to the Dealer the benefit of the subsisting part of any warranty or guarantee given by the manufacturer of the Vehicle at the time the Vehicle was first registered. 6.3. Save as aforesaid, the Vehicle is sold without any condition, warranty, guarantee or representation (whether express or implied, by statute or otherwise) as to its age, condition description, suitability, fitness for purposes, quality or roadworthiness and all such conditions, warranties, guarantees and representations are excluded. For the avoidance of doubt MO makes no representation as to whether or not the Vehicle is or has been subject to a manufacturer product safety recall(s) and whether such recall(s) have been actioned. Responsibility for verification in relation to the status of any manufacturer product safety recall vests solely with the Dealer. 6.4. The Dealer agrees to notify MO in writing within 8 (eight) Working Days of delivery of the Vehicle if the VIN/chassis/frame numbers of the Vehicle differ from those shown on the registration document or if there has been any alteration or apparent alteration of the VIN/chassis/frame number or, if the VIN/chassis/frame number cannot be found on the Vehicle, if there has been any alteration or apparent alteration of the registration document 6.5. Other than in the case of death or personal injury caused by MO s negligence, the maximum liability of MO (whether in contract, tort or otherwise) in respect of the Vehicle shall be limited to the aggregate of Price (or the Bid Price) and Delivery Fee actually received by MO. 7. Property in the Vehicle 7.1. The property in and ownership of the Vehicle shall not pass to the Dealer until: (a) The Price (or the Bid Price) and Delivery Fee (if applicable) have been received by MO in full in cleared funds; (b) the Dealer has paid all other amounts due to MO whether under the relevant Contract or on any other account whatsoever. 7.2. Until property in the Vehicle has passed to the Dealer, the Dealer shall keep the Vehicle in his possession and shall not sell it, shall keep the Vehicle safe and in good and serviceable repair and condition (fair wear and tear excepted) and shall not remove any mark placed on the Vehicle by MO identifying the Vehicle as being supplied by or belonging to MO. 7.3. Items inadvertently left in the Vehicle do not form part of the Contract.

7.4. If at any time before the ownership of a Vehicle passes to the Dealer any amount payable by the Dealer to MO under the relevant Contract is not paid when due or the Dealer fails to observe or perform any obligation under the relevant Contract or any event referred to in Clause 10.1 occurs, MO shall be entitled to re-take possession of the Vehicle and to remove it to MO s or MO s agents premises, and the. Dealer shall be deemed irrevocably to have granted authority to MO (its servants or agents) to enter upon the Dealer s premises and to re-take possession of the Vehicle, and to remove the Vehicle from the Dealer s premises. 7.5. Nothing in this Clause 7 shall constitute the Dealer the agent of MO in respect of any re-sale of the Vehicle by the Dealer to a third party so as to confer upon such third party rights against MO. 7.6. The fact that MO may have permitted the Dealer to be registered as the keeper of the Vehicle shall not affect or constitute a waiver of MO s rights in this Clause 7. 8. Price and Payment 8.1. The Dealer shall pay the Price (or Bid Price) and the Delivery Fee (if applicable) in full on the date upon which the Dealer became bound to purchase the Vehicle. 8.2. All payments by the Dealer shall be made by direct debit and the Dealer shall complete, sign and deliver to MO a direct debit instruction in respect thereof as a condition of MO accepting the Dealer s Offer to purchase any Vehicle. 8.3. The Price (or Bid Price), the Delivery Fee (if applicable) and all other amounts payable by the Dealer hereunder are exclusive of Value Added Tax which may be chargeable thereon and which will be paid by the Dealer in addition. 8.4. Where the Dealer is in default under a Contract or any other contract with MO in payment on the due date of any sum due to MO, MO may postpone delivery or may cancel each Contract or any other contract between MO and the Dealer but without prejudice to any right or remedy which MO may have against the Dealer in respect of such default. MO shall have no liability to the Dealer in respect of such cancellation. 8.5. In the event of MO cancelling a Contract under the provisions of Clause 9.2 or in the event of the Dealer cancelling a Contract or failing to take delivery of the Vehicle, any amount paid hereunder shall not be repaid to the Dealer. The retention of MO of any such amount in such circumstances shall be without prejudice to any other remedy of MO. 8.6. In the event of MO cancelling a Contract under Clause 9.1, any amounts paid by the Dealer to MO in relation to such cancellation shall be repaid to the Dealer subject to deduction of any amounts which may be due to MO under that or any other Contract. 8.7. In the event that all or any part of the amounts payable by the Dealer are not paid on the due date then interest at a rate of 4% per annum above the base rate from time to time of HSBC plc shall be payable by the Dealer. Such interest is to be calculated on a daily basis and shall accrue (before as well as after judgment) until such unpaid amounts are received by MO in full. 8.8. In the event that the direct debit mandate instruction form is due to expire as a result of inactivity on the Dealer s mfldirect account, the Dealer authorises MO to process a one pound sterling transaction in order to re-activate the direct debit instruction mandate. On activation of the direct debit mandate MO will issue a credit note for the sum of one pound sterling. 8.9. If in the event of a cancellation in accordance with clause 9.8, any such cancelled Vehicle is located outside of Mainland UK or Northern Ireland, the Dealer warrants that it shall arrange for the Vehicle to be delivered within 6 (six) Working Days to a location within the UK Mainland or Northern Ireland, as directed by MO prior to delivery and such delivery shall be at no cost to MO. 9. Cancellation Rights and Complaints Procedure 9.1. If MO is unable to supply a Vehicle or to procure any services or goods necessary to enable it to supply a Vehicle or if the supply of a Vehicle is prevented or hindered by reason of any cause beyond MO s control (which for the avoidance of doubt and without prejudice to the generality of the foregoing shall include acts of God, war, Act of Parliament or orders, regulations or bye-laws made under any statutory authority, labour disputes (including those involving the workforce of MO), civil commotion, accident, fire, flood or other seriously adverse weather conditions) MO may cancel the

Contract in respect of such Vehicle by notice (verbally or in writing) to the Dealer and such cancellation shall not give rise to any claims by the Dealer. 9.2. Other than as provided by clauses 9.3 if the Dealer cancels, extends or delays or purports to cancel, extend or delay a Contract or part thereof, or fails to take delivery of the Vehicle on the date on which MO attempts to deliver the Vehicle to the Dealer, then the Dealer will be liable (without prejudice to any other rights of MO to claim damages) to indemnify MO against any resulting loss, damage or expense incurred, including the cost of delivery of a Vehicle from where it may be located to a place as nominated by MO. 9.3. If the Dealer considers that a Vehicle was not in accordance with the Approved Condition Standards when delivered or collected or does not comply with its Description then the Dealer must notify MO of the alleged complaint within 8 (eight) Working Days of delivery to or collection by the Dealer (or their agent) of the Vehicle to the Dealer or its agent (the Complaints Period ). Time is of the essence in this respect and no complaints may be made after the Complaints Period. 9.4. In order to notify MO of any complaint, the Dealer must send details of the complaint in writing using the Car Quality & Claims tab within the Customer Support section on the System (if available), which shall identify the Vehicle and shall contain sufficient details of the nature of the complaint including but not limited to images, diagnostic reports, part numbers (where applicable) and a full description of the claim, to enable MO to comply with its obligations set out below. The claim should also be supported by a POC or POD (as applicable) report. If the Vehicle is purchased following a hand back to the Dealer, the Vehicle Condition Description will be accepted. MO shall not deal with multiple complaints in relation to a single Vehicle and therefore all issues will need to be raised by the Dealer in a single complaint using the Car Quality & Claims tab. 9.5. Upon receipt of a complaint made by a Dealer in respect of a Vehicle, MO shall endeavour to resolve the matter. If MO considers that an inspection is required, MO shall instruct an Inspector to carry out an Inspection of the Vehicle. The Inspector s decision shall be binding on MO and the Dealer, and the costs of the determination shall be borne as between the Dealer and MO in such proportions as the Inspector directs. 9.6. The Dealer must leave the Vehicle untouched and must ensure that the Inspector is allowed access to the Vehicle in order to carry out an Inspection at such time as MO may determine. If the Vehicle is located at an address outside of the UK Mainland or Northern Ireland, the Dealer must arrange within 3 (three) Working Days, at its own cost, for the delivery of the Vehicle to such location as required by MO in order for the inspection to be carried out. 9.7. The Dealer must not allow any repair or other work to be done to the Vehicle unless and until it has received authorisation from MO to do so. If works are commenced without authorisation or the vehicle was not at the agreed location, the Dealer shall be deemed to have accepted the Vehicle in the condition in which it was delivered and shall not be entitled to pursue any complaint hereunder. 9.8. If a complaint is upheld, the parties shall look to agree a reduction in the Price (or the Bid Price) of the Vehicle, in either of the following ways: (a) Upon receipt of your claim, which must include an estimate of repair costs, MO will assess it against our costs matrix ( Costs Matrix ). If the claim is less than or equal to the provisions of the Costs Matrix MO will automatically agree the claim and the reduction to the Price or Bid Price (as the case may be). MO will process payment to you within one Working Day. Please allow up to 5 Working Days to receive funds into your nominated bank account. (b) If the claim does not qualify for automatic payment under clause 9.8(a) above, MO will produce a revised Price ( Revised Price ) to the Dealer with due regard to the Cost Matrix You may either accept or reject the offer. If the revised Price is not rejected within 4 (four) Working Days, you will be deemed to have accepted the revised Price. We will make payment equivalent to the difference of the Price and the Revised Price to you within one Working Day. Please allow up to 5 working days to receive funds into your nominated bank account.

9.9. If the parties are unable to agree a reduced Price the Dealer shall be entitled to cancel the Contract. Any amounts paid by the Dealer to MO in relation to such cancellation shall be repaid to the Dealer subject to deduction of any amounts which may be due to MO under that or any other Contract. If the Vehicle is located at an address outside of the UK Mainland or Northern Ireland, the Dealer must arrange within 6 (six) Working Days, at its own cost, for the Vehicle to be returned to a location as required by MO. 10. Termination 10.1. This Agreement and each Contract will terminate immediately upon the happening of any one or more of the following events: (a) the Dealer convenes a meeting of creditors (whether formal or informal) or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation or has a receiver, manager, administrator or administrative receiver appointed of its undertaking or any part thereof or a resolution has been passed or a petition presented to any court for the winding-up of the Dealer or any proceedings have been commenced relating to the insolvency or possible insolvency of the Dealer; or (b) MO serving written notice upon the Dealer that the Dealer has failed to pay any amount due under this contract or any other amount payable by the Dealer to MO or has failed to observe or perform any of its obligations or duties under any Contract and, other than in the case of a non-payment or a failure which MO reasonably considers to be incapable of remedy, such failure is not remedied within the period of 7 (seven) days from the date on which MO notifies the Dealer of such failure. 10.2. MO reserves the right to terminate this Agreement should the Dealer be in default of its obligations under the Agreement or if in MO s sole discretion it believes that the business interests of the Dealer are not aligned to those of MO. 10.3. MO s rights contained in Clause 7 (but not the Dealer s rights) shall continue beyond the discharge of the parties primary obligations under each Contract consequent upon its termination by MO under this Clause 10. 10.4. The termination of this Agreement or any Contract in any way whatsoever will be without prejudice to the rights, obligations and liabilities of either party accrued prior to termination. PART 4: DATA PROTECTION AND STATUTORY OBLIGATIONS 11. Data Protection The Dealer will observe all obligations under the Data Protection Act 1998 and any amendments, re-enactments or related or subsequent legislation. 12. General 12.1. MO will be entitled to assign sub-contract or sub-let this Agreement or any Contract or any part thereof to any other person. 12.2. The Dealer shall not be entitled to assign or transfer its rights or obligations under this Agreement or any Contract except with the consent of MO. 12.3. The Dealer warrants that it is entering into this Agreement and each Contract for itself and not as agent for any other person or in any other capacity. 12.4. No delay by MO in enforcing any of the terms of this Agreement or any Contract, nor the granting of any time or indulgence to the Dealer shall affect MO s rights under such this Agreement or any Contract, nor shall any waiver of a breach operate as a waiver of any subsequent or continuing breach. 12.5. Any notice served hereunder may be served personally or left at the last known address of the Dealer or may be sent by pre-paid post to such address in which case the same shall be deemed to have been received on the 2nd (second) Working Day following that on which it was posted. 12.6. We may vary these terms and conditions to reflect any changes in our procedures or arrangements with respect to the sale of Vehicles via the System or where reasonably required by law. Any such variation will be notified to you by way of notification on the System and will not take effect until at least 7 (seven) days after such notification is published on the System.

12.7. In relation to all obligations of the Dealer under this Agreement and each Contract time of performance is of the essence. 12.8. In the event that more than one person is the Dealer under any Contract, the liability of such persons as Dealer shall be joint and several. Any act by or notice given by or event that occurs in relation to any one of such persons shall be deemed to be an act by or notice given by or event that occurs in relation to all such persons. Service by MO of a notice on any one person shall be deemed to be service of a notice on all such persons. 12.9. In these terms and conditions words in the masculine gender shall include the feminine and neuter genders and vice versa. 13. Governing Law This Agreement and each Contract will be governed by and construed in accordance with English Law.