COMMERCIAL TERMS AND CONDITIONS

for the licensing of the LVELITE valet and vehicle management software platform

These Commercial Terms and Conditions (the "Terms") govern the twelve (12) month commercial arrangement between LUX VALET BLACKROCK LIMITED, a company incorporated in England and Wales with company number 15456580 whose registered office is at Foundry, 6 Brindley Place, Brunswick Street, Birmingham, B1 2JB, England ("LVBR") and [BUSINESS NAME] LIMITED (the "Business") for the licensing of the LVELITE valet and vehicle management software platform. They take effect on the Rollover Date under, and continue the arrangement trialled during, the Pilot Agreement between the parties (the "Pilot Agreement").

1. INTERPRETATION
   1. Defined terms used but not defined in these Terms have the meanings given in the Pilot Agreement. In addition:
      Commercial Term" means the period of twelve (12) months commencing on the Rollover Date, unless terminated earlier in accordance with clause 14 or extended under clause 2.2;
      Charges" means the fees and other amounts payable under these Terms, as set out in the Order Form / Schedule 1;
      Order Form" means the document recording the commercial particulars agreed by the parties (Premises, Valet accounts, Charges, Platform Fee, contacts), in the form of Schedule 1;
      Services" means the provision by LVBR of access to and use of the Platform by the Business, its Valets and Customers under these Terms, together with the support described in Schedule 2 and any further features the parties agree in writing to add;
      Business" means the business identified above to which LVBR licenses the Platform.
2. TERM
   1. These Terms take effect on the Rollover Date and continue for the Commercial Term, unless terminated earlier under clause 14.
   2. Unless either party gives not less than [60] days' written notice before the end of the Commercial Term, these Terms will automatically renew for successive periods of twelve (12) months, each on the same terms (subject to any Charges adjustment under clause 6.4). Either party may prevent renewal by giving such notice.
   3. If the parties do not roll over from the Pilot Agreement, or terminate these Terms, the licences and rights granted under these Terms end in accordance with clause 15.
3. GRANT OF RIGHTS AND SCOPE
   1. LVBR grants the Business a non-exclusive, non-transferable, non-sub-licensable, revocable licence during the Commercial Term to access and use the Platform, and to permit its Valets to access and use the Platform, solely for the purpose of providing the Valet Service to Customers at or from the Premises, and to use LVBR's approved branding and materials for that purpose only.
   2. LVBR will make the Platform and the Services available to the Business, its Valets and Customers during the Commercial Term with reasonable skill and care and in accordance with the service levels (if any) set out in Schedule 2.
   3. The licence granted is limited to the Business's own Premises, Valets and Customers. It does not extend to any group company, affiliate or third party except as expressly agreed in writing. Any expansion (including additional premises, additional Valet accounts or additional modules) will be recorded in a written variation or a new Order Form.
   4. The Business will not, and will not permit any third party to, copy, adapt, reverse engineer, decompile or disassemble the Platform (except to the extent permitted by law and not capable of exclusion), nor use the Platform or any LVBR IPR to build or assist a competing service.
4. VEHICLES, VALETS AND CUSTOMER DRIVERS
   1. The Business is responsible, at its own cost, for procuring any premises, parking facility, parking space or land at or in which Customers' vehicles are parked or stored, for employing or engaging its Valets, and for providing the Valet Service. LVBR supplies software only and has no obligation to procure or provide parking, valets or drivers of any kind.
   2. Clause 12 of the Pilot Agreement (Vehicles, Valets and Customer Drivers) is incorporated into these Terms and continues to apply. LVBR is not the provider of the Valet Service, does not own, operate, manage or provide security for any premises, parking facility or parking space, does not at any time take possession, custody or control of any vehicle or the keys to any vehicle, and is not responsible or liable for the acts or omissions of the Business, any Valet or any Customer Driver, for loss of, theft of or damage to any vehicle, its keys or its contents, or for any road traffic offence, penalty or charge, in each case to the fullest extent permitted by law and subject to clause 11.1.
   3. The Business will maintain the insurances set out in Schedule 3 to the Pilot Agreement throughout the Commercial Term, including motor trade road risks insurance covering the driving, movement and parking of Customers' vehicles by its Valets, and will provide evidence of cover to LVBR on request. If any such insurance lapses or is materially reduced, the Business will notify LVBR immediately and LVBR may suspend the Services under clause 14.3.
5. OBLIGATIONS OF THE PARTIES
   1. The Business will: (a) promote the availability of the Valet Service to its customers using LVBR-approved materials; (b) not make unauthorised representations about the Platform, the Services or LVBR; (c) comply with applicable laws and its regulatory obligations, including all laws relating to the employment or engagement of its Valets, the driving, movement, parking and storage of vehicles, road traffic, health and safety and consumer protection; (d) not damage LVBR's reputation or the LVELITE brand; (e) ensure that each Valet is licensed, competent and authorised to handle Customers' vehicles, and that each Customer accepts the End User Terms; (f) contract directly with each Customer for the Valet Service and handle all Customer complaints, claims, refunds and disputes relating to it; and (g) promptly report complaints, claims, accidents, damage or safety concerns.
   2. LVBR will: (a) provide the Services in accordance with these Terms; (b) provide onboarding, account set-up and the support described in Schedule 2; (c) comply with applicable laws, including Data Protection Legislation; (d) provide the reports of Operational Data described in clause 6; and (e) collect Customer Payments and account for and remit them in accordance with clause 6.
6. CUSTOMER PAYMENTS, PLATFORM FEE AND PAYMENT
   1. The fees payable by Customers for the Valet Service are set by the Business and are recorded in the Order Form. The Business may vary those fees on reasonable prior written notice to LVBR, and is responsible for ensuring that they are lawfully and clearly notified to Customers.
   2. LVBR will collect Customer Payments through the Platform as agent for the Business and will remit them to the Business after deducting the Platform Fee of ten per cent (10%) of Revenue (or such other percentage as the parties record in the Order Form), any payment-processing charges levied by the Payment Services Provider, and the amount of any refunds and chargebacks, in each case calculated on the same basis as under the Pilot Agreement. The Business remains responsible for authorising and funding all refunds to Customers in respect of the Valet Service.
   3. LVBR will provide a statement of Operational Data, Customer Payments, the Platform Fee and the net amount remittable for each [month] within [15] days of the end of that period, and will remit that net amount within [30] days. All amounts are exclusive of VAT, which will be added where applicable, and each party is responsible for accounting to HM Revenue & Customs for VAT on the supplies it makes. LVBR will keep records of Customer Payments and the Platform Fee for the Commercial Term and [12] months afterwards, subject to the verification right in clause 8.5 of the Pilot Agreement (applied here not more than [twice] in any 12-month period).
   4. On renewal under clause 2.2, LVBR may adjust the Charges and the Platform Fee percentage by no more than the greater of [5]% and the percentage increase in the Consumer Prices Index over the preceding 12 months, on [60] days' prior written notice.
   5. The Business will pay any undisputed Charges due to LVBR within [30] days of the date of a valid invoice. LVBR may charge interest on overdue amounts at [4]% above the Bank of England base rate.
7. INTELLECTUAL PROPERTY
   1. Clause 9 of the Pilot Agreement (Intellectual Property) is incorporated into these Terms and applies for the Commercial Term. All Intellectual Property Rights in the Platform, LVELITE, the Services and anything produced by the Platform remain the sole and exclusive property of LVBR (or its licensors), including LVBR's UK patent application and any resulting patent. The Business receives only the limited rights expressly granted in clause 3.
   2. LVBR warrants that it has the right to make the Platform and Services available and, so far as it is aware, that use of the Platform as intended will not infringe a third party's Intellectual Property Rights. LVBR will indemnify the Business against third-party IPR infringement claims on the terms of clause 18.2 of the Pilot Agreement. This IPR indemnity is not subject to the liability cap in clause 11.3.
8. CONFIDENTIALITY
   1. Clause 11 of the Pilot Agreement (Confidentiality) is incorporated into these Terms and applies during the Commercial Term and for [three (3)] years afterwards (and indefinitely for trade secrets).
9. DATA PROTECTION
   1. Clause 10 of the Pilot Agreement (Data Protection) is incorporated into these Terms. Each party acts as an independent controller of the personal data it processes for its own purposes and will comply with the Data Protection Legislation. Data-protection particulars are set out in Schedule 3.
10. WARRANTIES
    1. Each party warrants that it has the right and authority to enter into and perform these Terms.
    2. LVBR will provide the Services with reasonable skill and care. Except as expressly stated in these Terms, and to the fullest extent permitted by law, all warranties, conditions and terms implied by statute or common law are excluded. LVBR does not warrant that the Services will be uninterrupted or error-free.
11. LIMITATION OF LIABILITY
    1. Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be excluded or limited; or (d) the Business's payment obligations, a party's indemnity obligations, or breach of the IP or confidentiality provisions.
    2. Subject to clauses 4.2 and 11.1, neither party is liable for any loss of profit, loss of business or revenue, loss of anticipated savings, loss of or corruption to data, loss of goodwill, or any indirect or consequential loss, in each case whether in contract, tort (including negligence), breach of statutory duty or otherwise.
    3. Subject to clauses 4.2, 7.2 and 11.1, each party's total aggregate liability arising out of or in connection with these Terms in any 12-month period, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of (a) 100% of the Charges and the Platform Fee paid, payable or retained in that period, and (b) £[AMOUNT]. The parties agree this allocation of risk is reasonable having regard to the Charges and the availability of insurance.
    4. Each party will maintain adequate insurance appropriate to its liabilities under these Terms and will provide evidence on reasonable request. The Business will in addition maintain the insurances set out in Schedule 3 to the Pilot Agreement.
12. INDEMNITIES
    1. The indemnities in clause 18 of the Pilot Agreement (Business indemnity for breach of IP/data/confidentiality, unauthorised statements and the provision of the Valet Service; LVBR IPR-infringement indemnity) are incorporated into these Terms and apply during the Commercial Term.
13. RECORDS, AUDIT AND SUPPORT
    1. LVBR will keep accurate records relevant to the Charges, Customer Payments and the Platform Fee and will make them available for verification in accordance with clause 6.3.
    2. LVBR will provide the support described in Schedule 2 (if any). Updates and upgrades to the Platform made generally available during the Commercial Term are included at no additional charge, unless they constitute a separately chargeable new module notified in advance.
14. TERMINATION
    1. Either party may terminate these Terms immediately by written notice if the other: (a) commits a material breach that is irremediable or, if remediable, is not remedied within [30] days of written notice; (b) repeatedly breaches these Terms; or (c) is unable to pay its debts, becomes insolvent, or is subject to any insolvency, administration, receivership or winding-up process (to the extent permitted by the Insolvency Act 1986 and the Insolvency (Protection of Essential Supplies) Order 2015).
    2. Either party may terminate these Terms for convenience by giving not less than [90] days' written notice, such notice not to expire before the end of the [first six (6) months] of the Commercial Term.
    3. LVBR may suspend or terminate the Services where required by a regulator or by law, where any insurance required under clause 4.3 lapses or is materially reduced, or where continued operation would create a safety or legal risk.
15. CONSEQUENCES OF TERMINATION
    1. On termination or expiry: (a) all rights and licences granted under these Terms end immediately; (b) the Business will ensure that it and its Valets cease all use of the Platform and of LVBR's branding and materials; (c) each party will return or securely destroy the other's Confidential Information, subject to legal retention requirements; and (d) LVBR will account for and remit any Customer Payments received up to the date of termination, less the Platform Fee and the other deductions permitted by clause 6.2.
    2. Termination does not affect accrued rights or liabilities. The provisions that by their nature should survive (including clauses 1, 7, 8, 9, 11, 12, 15 and 16, and the incorporated clauses of the Pilot Agreement) continue in force.
    3. At the Business's request, LVBR will provide reasonable transition assistance for up to [30] days after termination, at LVBR's then-current rates, save where termination was due to LVBR's material breach.
16. GENERAL
    1. Relationship. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
    2. Assignment. Neither party may assign or transfer its rights or obligations without the other's prior written consent (not to be unreasonably withheld or delayed), save that LVBR may assign to a group member or in connection with a sale of the LVELITE business.
    3. Entire agreement. These Terms, together with the Order Form, Schedules and the surviving/incorporated provisions of the Pilot Agreement, constitute the entire agreement for the Commercial Term and supersede prior discussions, save that nothing limits liability for fraud.
    4. Order of precedence. In the event of conflict, the Order Form prevails over the body of these Terms, which prevails over the incorporated provisions of the Pilot Agreement, in each case only to the extent of the conflict.
    5. Variation. No variation is effective unless in writing and signed by or on behalf of each party.
    6. Waiver / Severance / Notices / Third-party rights / Counterparts. Clauses 19.5 to 19.9 of the Pilot Agreement apply to these Terms as if set out in full.
    7. Force majeure. Clause 16 of the Pilot Agreement applies to these Terms.
    8. Governing law and jurisdiction. These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

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Agreed by the parties on the Rollover Date, or as otherwise executed below.

SIGNED for and on behalf of LUX VALET BLACKROCK LIMITED .................................................... Signature .................................................... Name: Title: Date:

SIGNED for and on behalf of [BUSINESS NAME] LIMITED .................................................... Signature .................................................... Name: Title: Date:

SCHEDULE 1

Order Form (Commercial Particulars)

LVBR: LUX VALET BLACKROCK LIMITED, company no. 15456580, of Foundry, 6 Brindley Place, Brunswick Street, Birmingham, B1 2JB, England.
Business: [BUSINESS NAME] LIMITED, company no. [ ], of [ ].
Commencement (Rollover Date): [ ] Commercial Term: 12 months.
Premises and Valet accounts: [Premises address]; [number] Valet accounts.
Customer fees for the Valet Service (set by the Business): [ ].
Platform Fee: [10]% of Revenue, retained by LVBR from Customer Payments.
Reporting/remittance: monthly; statement within [15] days; remittance within [30] days.
Contacts / notices: LVBR [ ]; Business [ ].

SCHEDULE 2

Service Levels and Support

1. Availability. [Target availability of the Platform, or "commercially reasonable efforts".]
2. Support. [Support hours, contact channel, target response/resolution times.]
3. Updates and upgrades. Included at no additional charge except separately chargeable new modules notified in advance.
4. Maintenance windows. [Planned maintenance arrangements and notice.]

SCHEDULE 3

Data Protection Particulars

As Schedule 4 to the Pilot Agreement: each party an independent controller; LVBR receives no special category personal data; personal data processed by LVBR as controller comprises Customer name, contact details, vehicle registration, vehicle location and images, service history and payment details collected directly through the Platform, together with Valet account details; appropriate security measures; breach notification without undue delay.