AGREEMENT FOR THE PROVISION OF GOODS AND SERVICES

Terms & Conditions

 

1.0 Introduction

We as a Company take pride in both the products & services that we offer and the subsequent after sales service provided, thereby ensuring our new or existing customers become the foundation of our repeat customer base.

We have for your information set out the main elements of our service levels with you, we trust you find the terms and conditions of the agreement acceptable.

However, should you require clarification on any matters concerning this agreement you are asked to communicate with your Account Manager or your main point of contact at the earliest opportunity

2.0 Scope & Objectives

The objectives of the agreement is to provide a more concise understanding, as well as better communication concerning the Company / Client relationship.

The parties involved come together in order to understand each other’s needs, priorities and concerns, and to gain an insight into the problems which may be faced by each party through the failure of each party to fulfil their obligations. Guards against expectation creep.

It is not uncommon for one party’s expectations to be slightly higher than considered reasonable. The process facilitates the identification and discussion of expectations. As a result, it helps identify service levels that are considered acceptable by each party and which are attainable and achievable.

By working to a mutually beneficial agreement, this provides a framework against which performance may be measured. It identifies customer expectations, defines the boundaries of the service provision and clarifies responsibilities.

3.0 Definitions

Agreement: means the agreement between The Vehicle Group and the Client, Contract and any attachments thereto, including these General Terms and Conditions.

Client: means the person, firm or corporate body together with any subsidiary or associated Company requiring the services of the Company.

Company: means The Vehicle Group or the applicable subsidiary Company

Effective Date: means the date the TVG Contract is signed by the Client.

Engineer: means Employed by the Company to carry out specific work scopes assigned

Force Majeure: means any cause beyond the reasonable control of the party affected, which affects the performance of the Agreement, including in any case prolonged break-down of transport, telecommunication or electrical supply.

General Terms and Conditions: means these general terms and conditions for TVG supplied products & services. Products & Services: means as agreed in relation to a proposal or tender submission to the Client for Goods and/or

Services
Order: means Orders raised by the Company and /or the Client outlining the agreed work scope

Remote Services: means diagnostics / training support carried out by the Company via internet, telephone, or wireless connection

RFI: means Request For Information, which is undertaken at the Initiation and planning phase in order to gain all pertinent data in relation the contract

RMA: means Return Merchandise Authorisation is a part of the process of returning a product in order to receive a replacement, or repair during the product's warranty period.

RPI: means Retail Price Index

Service Level Agreement (SLA): means a document that determines all the terms and conditions of quality of Goods or Services, variables, roles and responsibilities and any other clauses not captured in the invitation documents, appointment letters or General Terms and Conditions of contract

Service & Technical Desk: means First line support for the Client for the services offered by the Company System: means the agreed product to have work scopes carried out upon
4.0 Applicability

4.1 These General Terms and Conditions for any of the products or services supplied shall apply to and are expressly incorporated into the agreement and all subsequent agreements entered into between TVG and the Client in connection with the contract.

4.2 The applicability of the Client’s general terms and conditions is hereby expressly excluded.

5.0 Specific Terms & Conditions

5.1 The quantity and description of the goods and/or services shall be as set out in our quotation. Please see appendices contained within this document on the last page.

5.2 The Client will be responsible for ensuring the accuracy of any order (including any applicable specification) and for giving us any necessary information within enough time to enable us to perform the required work scope.

5.3 Amendment to Agreement - Any amendment to the Terms and Conditions of this agreement would require the approval of both the Company and the Client. The amendment of the agreement would take place through an addendum to this agreement and recorded as such and signed & dated by both parties. The only persons who are vested with this authority are Directors at Board level.

5.4 The Clients accepts responsibility for Payment for all the agreed costs at the Rates & Intervals as outlined. These terms will apply unless prior agreement has been made with the client for alternative arrangements.

5.5 The headings in this Agreement shall not be construed as forming part of this Agreement.

5.6 The Company or any of its Sub-Contractors or Agents will remain adequately insured to conduct its obligations under this Agreement. The Client may request a summary copy of insurance (prior to engineer presence / attendance) cover from their designated Account Manager.

5.7 If any part of this agreement is deemed invalid or unenforceable the remainder shall none the less remain in full force and effect.

5.8 Should any discrepancies or faulty workmanship be identified by the Client which they perceive is a direct result of any of the services provided by the Company, these must be highlighted to Lytx for RMA procedure initiation. We would also advise that we cannot be held responsible for any costs incurred in relation to the above, unless agreed and written confirmation from TVG is provided following our RMA procedure.

5.9 We would ask that in the event of this happening Lytx is provided all relevant details (via phone/email/fax) in order for the Company to evaluate and/or resolve.

5.10 Each party agrees not to use Proprietary Information received from the other for any purpose other than the services described herein. The receiving party shall disclose or gives access to Propriety Information only to such

party’s employees, agents or contractors (‘Receiving Personnel’) having a ‘need to know’ and for use in connection with this Agreement.

5.11 Unless otherwise specifically provided all notices required or permitted by this Agreement shall be in writing and in English, effective upon receipt, and may be delivered personally, by commercial express courier, first class recorded mail, or electronic transfer (email) with electronic receipt.

5.12 This agreement cannot be transferred to another party.

5.13 This agreement shall be governed by and construed in accordance with English Law and the parties hereto agree to submit to the non-exclusive jurisdiction of the English Courts.

6.0 Client Responsibilities

6.1 The Client agrees not to allow any person other than one of our authorised representatives to test, repair, adjust, connect to or alter any part of the system at any time during the period of cover, unless expressly directed by us with confirmation provided by TVG in writing.

6.2 The Client Appointed Representative or the Equipment Manufacturer acting on the Clients behalf is required to contact Lytx and report the suspected fault

6.3 The Client is under obligation to ensure drivers do not tamper with or in any way attempt to ‘deceive’ the equipment.

6.4 The Company do not monitor Clients vehicles or equipment, so this agreement is wholly reliant on the Client informing the Lytx of any suspected malfunction.

6.5 If The Company deems the repairs to the equipment are not possible by our Engineer with their available resources the Client will may required to deliver the vehicle to an appointed depot to effect a satisfactory repair.

6.6 We reserve the right to withdraw our employees or representatives if any significant hazard becomes apparent.

6.7 The Client accepts overall responsibility for the integrity of the system insofar as we cannot reasonably be accountable for the Clients actions or those of the Clients agents, or the Clients distribution of keys and/or passwords and codes and therefore the potential for someone to identify themselves using correct codes & passwords; and the Client indemnify us against any loss, damage or injury following a breach of the Clients own security or safety protocol.

6.8 The Client accepts that there is no guarantee the system cannot be circumvented or compromised; and the Client indemnifies us against liability for any loss, damage or injury to persons following the non-operation of the system.

6.9 The Company has no specialist knowledge of the value or nature of the contents of the Clients assets or the nature of the risks that the Clients contents or personnel may be exposed to. The system is not a replacement for this and may, at best only reduce any risk, loss, damage or injury to persons to the extent this is reasonably practicable. We therefore, ask that the emphasis remains with the Client in terms of all likely risks associated with the above.

6.10 It is the client’s responsibility to ensure they comply / register to any requirements under the Data Protection Act 2018 and indemnify us against any prosecution for failure to conform to this Act.

6.11 The Company must be informed of any modifications or electrical work carried out on the vehicle post original installation once RMA is initiated

7.0 What is not covered by this agreement

7.1 Regardless of the level of service cover, the Client agrees to pay the cost (see applicable appendices) of labour, equipment and / or attendance fees, to repair, replace or disconnect the system as well as any associated equipment connected to the system in the event of a fault if the cause includes the following:

7.1.1 Accidental, theft or malicious damage to the equipment or interference or tampering with the equipment by either the Client itself or a third party other than normal user operation, which includes surface damage.

7.1.2 General wear and tear of the equipment and degradation over a period of time.

7.1.3 Any damage caused by unaccounted for activity, or the repair or resetting of the system due to activation caused by any of these circumstances.

7.1.4 Any insurable loss such as fire, flood, theft or acts of God such as adverse weather, storms or lightning whether the Client are insured for such events.

7.1.5 Failure of, or interference from, any connected or third-party service or any other system.

7.1.6 Changes to layout, equipment or environmental conditions internal or external that interfere with, prevent the operation of, or reduce the performance of any part of the system.

7.1.7 Cost of hiring any temporary loan equipment, insurance for this equipment and the cost of refurbishment if not returned in the same condition as it was originally issued along with any Incurred costs for substitute equipment whilst awaiting repair.

7.1.8 Any financial arrangements made by the Client itself for persons acting as the Clients agents for attending to or in connection with the operation of the Clients system.

7.1.9 Equipment subjected to unauthorised opening or repairs.

7.1.10 Misuse, moisture, liquids, proximity or exposure to heat and accident, abuse, non-compliance with the instructions supplied with the hardware, neglect or misapplication.

7.1.11 Equipment not installed by either the Company or by an approved installer holding a valid Certificate of Competence issued by the Company.

7.1.12 Breakdown or failure during a period of suspended cover which is not attributable to the systems or the manner in which it was installed by TVG.

7.1.13 Where additional, upgrade or exchange parts are required to effect optimum system performance e.g. when a different antenna would rectify a coverage/connectivity problem.

7.1.14 Batteries of any description associated with any equipment.
7.1.15 Delivery cost for equipment not covered by this Agreement or if not pre agreed in the quote. 7.1.16 Equipment being recalled by any third-party component supplier.
7.1.17 No fault being found with the Equipment.
7.1.18 Routine maintenance i.e. firmware updates.
7.1.18 Repairs/Service carried out outside the United Kingdom.
7.1.19 Hardware that is still covered by a Manufacturers Limited or Full Warranty.

7.1.20 Repair after the hardware has been interfered with or relocated within the vehicle or relocated into another vehicle by unauthorised persons.

7.1.21 Damage to the Equipment covered by this Maintenance Agreement being caused by vehicle component failure.

8.0 Charges & Payments

8.1 The Client agrees to pay all other invoices within 30 days of the invoice date unless queried within 7 (seven) days of the invoice date or unless alternative payment terms have been agreed in advance in writing.

8.2 If the Client fails to pay any charges when due and payable, The Company reserves the right to charge interest at the rate of 4% above Bank base rate on the amount outstanding.

8.3 All charges stated are exclusive of Value Added Tax which will be charged at the current rate.

9.0 Limitations & Extenuating Circumstances

9.1 If a party is prevented or delayed in the performance of any of its obligations under the agreement by Force Majeure, then that party will be excused from the performance or punctual performance, as a result of this and its associated obligations.

9.1.1 To the extent where such Force Majeure continues the Company agrees to use all reasonable endeavours to overcome or work around the Force Majeure so as to be able to perform its obligations under the agreement.

9.1.2 The Company do not accept liability and cannot be deemed to be in breach of this Agreement for failure to perform any of our obligations by reason of Force Majeure, to include but not limited to war or threat of war, riots, civil strife, terrorist activity, industrial dispute, natural or nuclear disaster, adverse weather conditions, traffic congestion, obstruction of any road or highway, or any other cause beyond our control.

9.2 The Company cannot accept liability for any loss in trading or profits, internal expenses or consequential loss incurred by the Client following any unlawful act of entry or otherwise of any person or persons in or on the Client asset(s).

9.3 The Company shall not be required to perform any services or to make any repayment to the Client if any 2nd / 3rd party should withdraw (product is dis-continued) or delay the provision of its services.

9.4 Should the Client pay 2nd / 3rd party for the execution of services which the Company has been requested to carryout, and the Company is not reimbursed by the 2nd / 3rd party for the services undertaken or to be undertaken, the Company retains the right to withdraw its services until such time that reimbursement has been made to the Company. The onus of responsibility for resolution lies with the 2nd / 3rd party and the Client.

9.5 The Company will not be liable or held responsible for delays in fulfilling its obligations laid out herein due to delayed supply or service from the equipment manufacturer, any industrial action or any other conditions beyond its reasonable control.

9.6 Neither the Company nor its suppliers shall be liable to the Client or any third party for any damages either direct, indirect, incidental, consequential, or otherwise (including in each case but not limited to, damages for the inability to use the equipment or access data, loss of data, loss of business, loss of profits, business interruption or the like) arising out of the use or inability to use the Hardware even if the Company has been advised of the possibility of such damages.

9.7 Notwithstanding any damages that the Client might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of the Company and any of its suppliers shall be limited to the amount actually paid by the Client for this Maintenance Agreement.

9.8 The Company shall not be responsible for any fraud on the part of its employees and/or agents; or any fraudulent misrepresentation on the part of its employees and/or agents.

9.9 Neither party’s liability for death or personal injury resulting from its own negligence shall be limited.

9.10 The Company’s role is that of a hardware provider only and thereby have no control over vehicle compatibility issues that may arise. Therefore, the Company cannot under any circumstances be held liable for any malfunctioning components / equipment and/or data loss.

9.11 In extreme cases where OEM (main dealer) requirement to resolve compatibility issues, any associated charges will be passed on if not organised by the Client.

10.0 Cancellation & Termination

10.1 Any notice required to be given under this Agreement shall be deemed to have been sufficiently given if properly addressed and sent by post to our registered office, or in the case of us contacting the Client, the Clients last known address, and shall be deemed to have been properly served at the time when in the ordinary course of transmission it would have reached its destination.

10.2 The Client may terminate this Agreement (Excluding connected services) after the contract term by giving three months’ notice of termination in writing. Should no cancellation take place, the agreed services will continue until such time that confirmation is provided and acknowledged.

10.3 TVG may terminate the contract at any stage by providing one (1) months’ notice.

Each party may, without prejudice to any of its other rights arising hereunder, upon giving written notice, terminate the Agreement with immediate effect, if:

a) the other party fails to observe or perform any material term or condition hereof, including in any event non or late payment, and such default or breach (if capable of remedy) shall not be remedied within twenty (20) calendar days after notice in writing, specifying the breach and requiring the same to be remedied, has been given,

b) any of the following events occur: 1) the presentation of a petition for winding up of the other party; 2) the other party is the subject of an order or an effective resolution is passed for winding up the other party; 3) the application for an order or application for the appointment of a receiver (including an administrative receiver), administrator, trustee or similar officer in respect of the other party; 4) if a receiver, administrative receiver, administrator or similar office is appointed over all or any part of the assets or undertaking of the other party; 5) the other party making a composition or arrangement with its creditors generally or an assignment for the benefit of its creditors or other similar arrangement; 6) the other party goes into liquidation; 7) the other party becoming unable to pay its debts or otherwise becoming insolvent 8) the other party ceasing, or threatening to cease, to carry on business, or

c) there has been any delay or failure in performance under the Agreement resulting from any event of Force Majeure, which delay, or failure shall have continued for a period of three (3) months.

10.4 Termination will not be deemed to be complete until all outstanding payments have been received.

NOTE: Any Service provided as part of this agreement is non-transferable and will be cancelled upon termination.

10.5 The Company may terminate the agreement and/or withdraw all or any of its services or obligations hereunder (whether temporarily or permanently at the absolute discretion of the Company) if any invoice is outstanding beyond its term or in the event that the Client are in breach of any term or condition of this Agreement, subject to giving the Client notice in writing of not less than 7 (seven) days.

10.6 Any such termination withdrawal or suspension of services or obligations arising under this Agreement as may occur by virtue of these provisions shall be without prejudice to our right to reclaim any payment due from the Client together with interest (both before and after Judgement) at the rate of 4% above base rate from point of application.

10.7 This Agreement is personal to the Client and may not be assigned or otherwise transferred by the Client, although the Company may be prepared to enter into a new agreement with the new Client at our sole discretion, notwithstanding the Clients obligations.

10.8 In the event of discontinuation of the manufacture of required parts for repair of the equipment covered by this Agreement, the Company reserve the right to cancel this Agreement and refund to the Client the part of the fee relating to the remaining period of this Agreement. In the event where a Client is paying by instalments, no refund will be given but collection of fees will be cancelled.

10.9 The Company reserves the right to terminate this agreement without refund under circumstances of persistent breach of this agreement by the Client or its employees.

11.0 Reservation of Rights

11.1 TVG is entitled to amend these General Terms and Conditions, which amendments shall enter into force on the date that the Client is notified thereof.

11.2 This agreement supersedes any existing agreements that may have been offered previously.

11.3 All pricings are subject to review and will reflect any changes to material costs, working practices (including that of sub-contracted or Key Supplier activities) as deemed applicable by the Company (not exceeding 15% in any one year).

12.0 Intellectual Property

12.1 TVG retains all intellectual property rights vested in its products and services and the Client shall not at any time acquire any rights, title or interest in these intellectual properties’ rights by virtue of any use that the Client may make thereof pursuant to the Agreement.

12.2 The Client will not at any time contest TVG’s ownership of the intellectual property rights, nor assist anyone else to do so, nor do anything that would jeopardize or diminish TVG’s rights to its products or services or the value of the intellectual property rights vested therein.

14.0 Working hours and resolution times

14.1 Out of Hours (Weekend & Bank Holidays)

TVG are open Monday to Friday 9am to 5pm and closed on bank holidays

17.0 Requirements from the Client

17.2 TVG may ask to inspect a vehicle installation completed by Lytx, or Lytx representative. In this instance The Company would ask that we have reasonable availability / access to a Client representative(s) when arranging any activities on the Clients behalf. In the form of direct Telephone or Email details.

17.3 Should TVG carry out an inspection on a vehicle installation, The Client will provide the Company and its approved contractor’s right of access to their facilities / agreed location(s) to carry out all required work scopes, servicing and necessary checks, subject to prior agreement with the Clients Site Representative all such facilities will have safe working conditions, adequate working space and cover in poor weather conditions.

17.4 Prior to a site visit by any of the Company assigned Engineers we would ask that the Client advises of any Site Inductions that they may have to undertake prior to work start. We would however state that the Company would introduce a Standing Charge should the induction process be extensive in that it impinges on the allocated work scope time.

17.5 Any equipment required for the work scope that has been shipped directly to the Client must be made available at the agreed time and location. All equipment or components must be kept in a safe accessible location and remain the responsibility of the Client during this period.

17.6 On agreements where stock is required to be held by the Company or the Client requires additional equipment to be held/managed at the Company head office, quotes will be issued based on hardware and subsequent requirements. A Material Handling fee applies this will be included within the Quote issued.

17.7 Access Times & Parking, the Company would also request details of depot / facilities and vehicle access times as well as any designated parking areas to be utilised.

17.8 The Client shall make every endeavour to ensure the vehicle is made available at the agreed time and place. The Company must be notified immediately as to any changes to the vehicle’s availability as they become known. The Company reserve the right to charge a call out fee for a second or any subsequent visits if the vehicle was not made available at the prearranged time and place and the Client failed to cancel the callout within the 24-hour cancellation time stated (this also extends to any maintenance agreement in place).

18.0 Booking an Engineer Inspection Visits

18.1 Once the Client confirms the agreement to the proposed schedule / visit, the Company will liaise with the Client contact to confirm appointments for the Engineers to attend at designated sites on the agreed dates to complete the agreed work scope.

18.2 Written confirmation of arrangements will be provided by the Company to the Clients Designated Project Coordinator via email.

18.3 The Company will undertake any inspection work scope requirements at a pre-defined / agreed location (be it at a coach/body manufacturing facility or in-situ). This discipline / work scope will be undertaken by a fully trained Engineer(s).

18.4 All work will be carried out to a minimum requirement of FCS1362 UK Code of Practice for the installation of mobile radio and related ancillary equipment in land-based vehicles (previously known as MPT 1362).

18.5 Agreed arrival times are largely dependent on traffic and travel times. Please understand that any delay in arrival time will have been out of our control and wherever possible will be communicated with the Client. In extremely rare circumstances, we reserve the right to cancel an installation / service call. The Company will not under any circumstances be liable for any vehicle down time or any other claimed losses of any description.

19.0 Onsite Activities

19.1 Arrival: a) An appointment time window indicates the earliest and latest time the Engineer may arrive and does not indicate the time the work will be completed and the Company requires that the Client, or someone the Client appoints with sufficient authority, to be on the premises at all times and that they will have authority to sign for the work carried out and to authorise additional work and any associated costs where applicable. b) The Company require uninterrupted access, within the confirmed timescale, to carry out the agreed work scope.

19.2 Safety Considerations: a) Environment - During inclement weather conditions all inspections must take place under cover. If the engineer feels there is a high risk of water or high wind damage to the vehicle and decides to cancel due to there being no cover then it will be deemed and processed as a cancellation, it is therefore recommended that all locations can provide appropriate fitting facilities. b) In the event of adverse weather (including High Winds etc) we request the option of an alternative site location to carry out required work scopes (max within a 5 mile radius – please be aware that this will impact on the assigned timescale – and an evaluation of any associated time & costs will be taken into account) c) Risk Assessment – The Company’s Engineer will perform a risk assessment on the scheduled work scope – should this highlight any unsafe circumstances / situations this will need to be remedied or the work scope may be aborted with agreed charges being applicable.

19.3 Engineer Pre-checks: a) The Company assigned Engineer will carry out pre-checks of the vehicle(s), which we recommend is carried out in conjunction with the Client. b) Photographic evidence of pre-existing damage will be documented (and highlighted to the Client representative) and retained with the Job sheet c) If the Client provides us access but due to our operational circumstances the Company are unable to complete the work scope or remedial work as required.

19.4 Engineer Completion checks: a) Upon completion of the work scope any faults with the service and associated activities provided must be raised and discussed with the engineer before they leave the site in relation to activities not specific to the performance of the Company work scope. Any significant issues should be noted & signed for on the Job Sheet. b) We request upon successful completion that as part of the agreed close out the Client representative signs off the work carried out via a completion Job sheet or PDA app.

21.0 Callout, Repairs and Visits

21.1 If the Client require the services of the Company which fall outside of the Lytx Agreement, any visits will be chargeable for attendance fees, labour and materials and the Client agrees to pay the charges as outlined within the applicable appendices. Alternatively, a separate quotation can be requested,

21.2 Although every effort will be made to carry out any agreed work scope(s) on the Clients system without delay, attendance on site is not a guarantee of full completion of the work scope(s) and may require further attendance and associated costs may apply.

21.3 Details of any work scopes and remedial work carried out may be recorded either electronically or in paper format and a copy will be provided upon request.

21.4 Works not included within the scope of the Maintenance or that incur additional charge, will only be carried out with the Clients authorisation or the authorisation of the person the Client have appointed.

22.0 Delays, Cancellations and No Shows

22.1 If the Company attend on the date, and during the time window of the suggested or agreed appointment, the Client, or his authorised person, are not present to allow access, the Engineer will notify the Service Desk of the situation and await further instructions. Should no contact be made within an allocated timeframe the visit will be classified as a ‘No Show’ and charged accordingly. If the Client subsequently require us to re-attend to carry out the work scope, this will result in the re-booking of the appointment and will fall under the normal agreed terms.

22.2 Once a visit is scheduled the Company require a minimum of 24 business hours cancellation notice prior to commencement of work. If this is not adhered to then a cancellation fee will apply.

22.3 All times will be confirmed in advance with the relevant Client contact. Should there be a delay of up to 15 mins due to vehicle or shipped equipment / parts (direct to Client) be unavailable or where the engineer is either unable to continue satisfactorily - a delay fee will be applied. Where an engineer is in attendance, should the vehicle(s) / equipment / parts (direct to Client) be unavailable a charge will be levied based on the agreed charges. A re- scheduled visit will be charged at the normal rate.

22.4 Cancellations / no show will be charged for at the applicable single rate cost per vehicle

22.5 Misleading / Incorrect information: this may occur for example when a Client identifies a damaged or unserviceable item, which upon Engineer attendance has not been as identified correctly by the Client. Which in turn has led the Engineer to being equipped with the incorrect part / item. Should this occur applicable charges will apply in relation to an abort fee or a re-visit to resolve (if applicable).

23.0 Scope Changes

23.1 Outside ‘Of’ agreed scope: a) If the Client require the services of the Company which fall outside of the established Lytx Agreement any visits will be chargeable for attendance fees, labour and materials and the Client

agrees to pay the charges after agreeing the quotation. b) Should the Company’s engineer encounter situations which fall outside of the standard agreed work scope, that require resolution, thereby exceeding the allotted timeframe or entails the use of extra materials & components, the Company reserves the right to recover the costs for time & components utilised. This also covers any work carried out to enable specialist interfaces between the Company installed systems and existing technology. Both Engineer and the Client Representative are to inform TVG Head Office should this arise. c) Although every effort will be made to carry out any agreed work scope(s) on the Clients system without delay, attendance on site is not a guarantee of full completion of the work scope(s) and may require further attendance and associated costs will apply. d) Details of any work scopes and/or remedial work carried out may be recorded either electronically or in paper format and a copy will be provided upon request.

23.2 Changes ‘To’ agreed scope: a) When on site, if a vehicle differs to the information that has been provided, wherever possible the Company will endeavour to complete the agreed work scope on the new vehicle. However, should the Company not be able to do so due to incorrect equipment (vehicle specific bracket etc.) then the Company will reschedule the installation / service call and a cancellation charge will apply. b) Existing Equipment - Where the installation is compromised by existing equipment already installed on the vehicle, an additional charge may apply for labour and/or remedial hardware. In this situation the Client will be advised immediately and asked for their further instructions in line with our recommendations. The Engineer will report the status immediately to the Company should this arise.

c) If existing equipment is installed in such a way that totally hampers any attempts to complete any of the Company’s work scopes this may be subject to being aborted (a charge will be applied in the event of this). The following applies: 1) Any coding on equipment fitted (i.e. Radio etc.) be made available the day if not previously supplied or changed since original RFI. A further visit may be required if this is not available or delays progress (this will be subject to a standing charge until resolution) 2) Details of any special antenna equipment if changed from original RFI. 3) Existing brackets and dash mounted fixed items if changed from original RFI 4 Faulty Client components & equipment) 5) If additional equipment/services are required/requested by the Client which are not detailed in the original quotation, The Company will supply an additional quotation which will require Client authorisation and purchase order to cover the request. 6) Technological clashes (i.e. DAB radio v System) – These may only become apparent after an initial period of time after system fitment. Should these be identified, and we are requested to attend, this will be subject to applicable charges. 7) Where OEM technical support is fundamental to the installation and this is not made available, the Company reserves the right to abort the work scope and re-schedule upon resolution. This is due to the constraints and requirements in relation to the guidelines imposed by the body builder and or OEM

d) Where a work scope is identified that does not form part of the scope of the agreement this will incur additional charge(s) and will only be carried out with the Clients consent or with the authorisation of the person the Client has appointed, in the event of this, this must be addressed immediately in order for the work scope to proceed. e) If additional equipment/services are required which are not detailed in the original quotation, The Company will supply an additional quotation which will require Client authorisation and purchase order to cover the request.

24.0 Warranty & Faults

The Company provides a comprehensive warranty (Back to Base – Warranty Return) on the equipment specified, however this agreement is specific to the equipment supplied – full details of individual Warranty periods will be provided in relation to the product/s utilised.

Lytx will provide first line technical support in the event of a fault being identified by the Client, this will be in the first instance dealt with by our Lytx Technical Support desk who will take the necessary steps in addressing the problem this may include taking the Client through a required diagnostic process.

24.1 Should a Client need to return an item (identified as faulty), an RMA (Return Materials Authorisation) process will be carried out. Lytx will contact the Company, whereupon The Company will raise the required paperwork and advise of the procedure to be undertaken.

24.2 In relation to Faults Lytx will endeavour to diagnose & rectify the fault over the phone this will be carried out within 24 hours of the report being logged.

24.3 Warranty periods (2nd & 3rd party supplied) - Will be subject to manufactures standard warranty periods (these periods will be outlined in the Quotation or Order submitted to the Client).

25.0 End of Life – Product & Services

25.1 The Company is continually striving to bring new solutions and features to market that help our Clients address their business needs. Associated with the continuing life cycle of product innovation, we will on occasion discontinue the sale / supply of certain products and provision of services related to those products (“End of Life”). In order to assist our Clients in transitioning from superseded products / services to newer technology or service provision, the Company has established the End of Life Policy this entails the following: a) Technical support will be available for up to 3 years from the End of Sale b) Spares or replacement parts for hardware will be available for up to 3 years from the End of Sale

25.2 Where the Company acts in the capacity of 2nd party supplier we will endeavour to provide as longer notice period as possible in relation to changes or product / service cessation, this will be provided as and when we receive notification.