Brego Master Services Agreement

This Master Services Agreement (the “MSA”) is entered into between Brego Ltd, a company registered in England and Wales under company number 13710133 whose registered office is at The Stable Yard, Vicarage Road, Stony Stratford, Milton Keynes, Buckinghamshire, England, MK11 1BN (“Brego”), and the customer identified in an Order (“Customer”).

This MSA takes effect when Brego first accepts an Order that refers to it. By signing, electronically accepting or using Services under an Order, the Customer agrees to the Agreement applicable to that Order. Publication of this MSA does not, of itself, amend an existing agreement.

1. Agreement structure and Orders

1.1 This MSA governs every Order accepted by Brego that incorporates it, in the version applicable under clause 19.5. Each Order identifies the Services, Permitted Purpose, Customer Systems, usage entitlements, Fees, term, Support Plan (if any), and any applicable SLA, Supplier Terms, Supplemental Terms or Statement of Work. The AUP applies to all Services, and the DPA and Security Measures apply where Brego processes Customer Personal Data. Applicable documents must be identified and made available to the Customer before it accepts the Order, subject to later changes under clause 19.5.

1.2 Each Order is a separate contract under this MSA. Expiry or termination of one Order does not automatically terminate any other Order or this MSA. Brego may suspend or terminate multiple Orders where this MSA expressly permits it.

1.3 An Order is binding only when accepted by Brego. A Customer purchase order, procurement portal entry or other administrative document does not bind Brego or amend the Agreement, even if Brego refers to it on an invoice or accepts payment against it. Brego may accept an Order by signature, an express order-acceptance confirmation, provisioning the ordered Services or commencing performance of that Order. An acknowledgement of receipt alone is not acceptance. Any departure from Brego’s standard contractual terms must be expressly approved in writing by an authorised representative of Brego. Provisioning access or commencing performance does not, by itself, approve such a departure.

1.4 An Affiliate of the Customer may use the Services only where expressly identified in an Order, and the Customer is responsible for that Affiliate’s acts, omissions and payment obligations as if they were the Customer’s own.

1.5 Nothing in the Agreement creates exclusivity or restricts Brego from supplying similar products or services to another person.

1.6 The Customer enters into the Agreement wholly or mainly for the purposes of its trade, business, craft or profession. The Services are not supplied to consumers.

1.7 An Order may be placed through Brego’s online registration or checkout process, including for Trial Services. The Customer’s identity and the Services, plan, Fees, payment timing, term, renewal and cancellation provisions, usage entitlements, Permitted Purpose and other order details presented to and accepted by the Customer through that process form part of the Order.

1.8 An Order may incorporate Brego’s standard plan description to specify the permissions and commercial parameters left to the Order, including approved data, Customer Systems, channels, storage and retention. Only the description expressly identified and made available for acceptance forms part of the Order, in the version accepted. Other website or marketing content is not incorporated merely because it describes the Services.

2. Definitions and interpretation

2.1 In the Agreement:

“Acceptable Use Policy” or “AUP” means Brego’s acceptable use policy made available at the URL specified in the relevant Order or otherwise notified by Brego, as updated in accordance with clause 19.5;

“Affiliate” means an entity that directly or indirectly controls, is controlled by or is under common control with a party, where “control” means direct or indirect ownership of more than 50% of the voting rights or the ability to direct management or policy;

“Agreement” means this MSA, each Order, each applicable Statement of Work and each applicable AUP, DPA, Security Measures, SLA, Supplemental Terms and Supplier Terms, in each case as applying under an Order and as updated in accordance with clause 19.5;

“API Key” means an authentication credential or token issued or approved by Brego to enable access to a Service through an application programming interface;

“Authorised User” means the Customer, where the Customer is an individual, or an employee, officer, partner, contractor or consultant of the Customer or of an Affiliate of the Customer identified in an Order, in each case permitted by the applicable Order to access the Services;

“Business Day” means a day other than a Saturday, Sunday or public holiday in England on which banks in London are open for general business;

“Confidential Information” means information disclosed by or on behalf of a party that is marked confidential or that a reasonable person would understand to be confidential having regard to its nature and the circumstances of disclosure, including business, financial, commercial, security, technical, software, source code, model, methodology, pricing, customer, supplier and product information, and all information derived from it;

“CPI” means the United Kingdom Consumer Prices Index (all items) published by the Office for National Statistics or any replacement index;

“Customer Data” means data, content, files, instructions and materials submitted to or made available for the Services by or on behalf of the Customer, including Vehicle Listing Data, but excludes Output Data, Supplier Data and Usage Data;

“Customer Personal Data” means personal data comprised in Customer Data, to the extent that Brego processes that personal data on behalf of the Customer as processor under the DPA. It excludes processing for which Brego acts as an independent controller under clause 15.2;

“Customer Systems” means the Customer applications, websites, platforms, devices, networks, systems, integrations and automated workflows identified in the applicable Order or otherwise approved by Brego in writing;

“Documentation” means Brego’s then-current technical and user documentation, specifications and usage instructions for the relevant Services;

“Data Protection Laws” means the data protection, privacy and electronic communications laws applicable to the relevant processing under the Agreement, as further described in the DPA;

“DPA” means Brego’s data processing agreement made available at the URL specified in the relevant Order or otherwise notified by Brego, as updated in accordance with clause 19.5;

“Effective Date” means the date on which Brego first accepts an Order referring to this MSA;

“End Customer” means a third-party customer, prospective customer or other user of the Customer to whom the applicable Order permits the Customer to display Output Data or provide Brego-powered functionality;

“Fees” means the fees, charges, minimum commitments, overages, expenses and other amounts payable under an Order or Statement of Work;

“Force Majeure” means an event outside a party’s reasonable control, including failure or restriction of the internet, utilities, cloud or telecommunications services, denial-of-service or cyberattack not caused by that party’s breach, epidemic, pandemic, fire, flood, severe weather, natural disaster, war, terrorism, civil disorder, labour dispute, governmental act, change in law or failure of an Upstream Licensor or other supplier affected by such an event;

“Implementation Services” means configuration, integration, migration, consultancy, training or other professional services supplied under a Statement of Work;

“Initial Term” means the initial period stated in an Order or, for an Order for a paid recurring subscription that states no period, 12 months from its Order Effective Date;

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, database rights, trade marks, service marks, business names, domain names, rights in get-up and goodwill, design rights, rights in software, confidential information, trade secrets, know-how and all similar rights anywhere in the world, whether registered or unregistered, including applications and renewals;

“Order” means an order form, online order, registration for Trial Services, statement of services or other ordering document accepted by Brego that refers to this MSA, including the details and any plan description incorporated under clauses 1.7 and 1.8;

“Order Effective Date” means the effective date stated in the relevant Order or, if none is stated, the date on which Brego accepts that Order;

“Output Data” means a price indication, valuation, estimate, forecast, prediction, score, analysis, classification, report or other result generated by the Services using Brego’s models, methodologies or processing, but excludes Supplier Data;

“Permitted Purpose” means the specific business purposes and use cases expressly stated in the applicable Order;

“Reasonable Cause” means any purpose, eligibility basis or other justification required by applicable Supplier Terms for access to or use of Supplier Data;

“Renewal Term” means each period for which an Order renews under clause 16.2;

“Security Measures” means Brego’s then-current description of the technical and organisational measures generally maintained for Customer Personal Data, made available with the DPA or at the URL specified in the relevant Order;

“Services” means the Brego software, platform, APIs, data products, Output Data, support and other services identified in an Order, excluding Implementation Services unless expressly stated;

“SLA” means Brego’s optional service level agreement that applies only where expressly selected in an Order;

“Statement of Work” means a document accepted by Brego and the Customer describing Implementation Services, deliverables, assumptions, dependencies, timetable, Fees and any acceptance criteria;

“Supplemental Terms” means product-specific, reseller, marketplace, Mobile Home, Holiday Home or other additional terms stated in or incorporated into an Order;

“Supplier Data” means any data, field, record, content or information supplied by or on behalf of an Upstream Licensor and made available to the Customer through the Services, including any identifiable extract from it;

“Supplier Terms” means terms, restrictions, policies, conditions and flow-down requirements imposed by an Upstream Licensor and notified or made available to the Customer;

“Support Plan” means the enhanced support package, if any, expressly purchased and described in an Order, including any applicable support hours, channels, response targets and other support entitlements;

“Term” means, in relation to an Order, its Initial Term and all Renewal Terms, and in relation to this MSA, the period described in clause 16.1;

“Third Party Materials” means data, content, software, services, infrastructure, documentation or other materials not owned by Brego, including open-source software and Supplier Data;

“Trial Services” means any free, trial, evaluation, proof-of-concept, beta, preview, pilot, sandbox, test, development, pre-release or other non-production service or feature;

“Upstream Licensor” means a third party from which Brego or its licensors obtain data, content, products, services or rights used in connection with the Services, including the DVLA and SMMT;

“Usage Data” means technical, diagnostic, operational, metering, configuration, performance, query, traffic, error, support, security and service-usage information generated by or relating to use of the Services, excluding Customer Data content and Supplier Data; and

“Vehicle Listing Data” means vehicle-advertisement and listing data made publicly available through a website, application, API, feed or other source owned or controlled by, or operated for, the Customer, or otherwise expressly supplied by the Customer for the purposes of clause 8.3(b), including vehicle identifiers, specifications, equipment, mileage, advertised prices, advert descriptions, listing dates, status and business advertiser details. It excludes private customer enquiries, unpublished transaction data, personal contact details, general editorial content and other materials unrelated to the vehicle advertisement or listing.

2.2 References to “including” or similar words are illustrative and do not limit the preceding words. A reference to writing includes email. Headings do not affect interpretation. An obligation not to do something includes an obligation not to permit or assist it.

3. Services

3.1 Brego shall provide each Service from its Order Effective Date for the applicable Term in accordance with the Agreement. Brego may use Affiliates, Upstream Licensors, hosting providers and other subcontractors to perform the Services.

3.2 Brego may release updates and make changes to features, data fields, data sources, interfaces, limits, delivery methods and Documentation from time to time and does not guarantee that any specific feature, field, source, integration or version will remain available. Any material reduction or discontinuation of the core paid functionality of a Service shall be dealt with under clause 11.

3.3 The Customer shall use supported versions and comply with the Documentation and reasonable technical instructions issued by Brego. Brego is not required to support an unsupported configuration, version, integration or use case.

3.4 Implementation Services are supplied only under a Statement of Work. Unless it expressly states otherwise, Implementation Services are charged on a time and materials basis at Brego’s then-current rates.

3.5 The Customer shall provide all timely access, information, personnel, decisions, test environments and other dependencies reasonably required for Implementation Services. Brego is not liable for delay caused by the Customer or a third party under the Customer’s control, and resulting additional work may be charged at Brego’s then-current rates. Where Brego is ready and able to provide the relevant Services, a delay caused by the Customer or a third party under its control in activation, integration or use does not postpone the commencement of Fees or extend the Term.

3.6 A deliverable under a Statement of Work is accepted on the earliest of: (a) the Customer’s express acceptance; (b) the Customer’s first use of it in production; and (c) expiry of 10 Business Days after delivery without Brego receiving written notice from the Customer within that period describing in reasonable detail a material failure to meet an express acceptance criterion. Brego’s obligation for a valid rejection is limited to using reasonable efforts to correct the identified failure.

3.7 No statement concerning a roadmap, proposed feature, future product, development timetable, demonstration, proof of concept or expected result creates a commitment unless expressly included in an Order or Statement of Work signed by an authorised Brego representative.

3.8 No SLA, uptime commitment, support response time, resolution time or service credit applies unless expressly selected in the applicable Order. Where an SLA applies, service credits are the Customer’s sole and exclusive remedy only for failure to achieve a service level expressly stated in that SLA. Any response or resolution times included in a Support Plan are targets only and do not give rise to service credits, termination rights or other remedies unless the applicable Order expressly states otherwise.

3.9 Brego’s obligation to provide any Service dependent on Third Party Materials or an Upstream Licensor is conditional on the continued availability of the relevant materials, rights, licences and services on terms acceptable to Brego.

4. Access, licence and acceptable use

4.1 Subject to payment of all Fees and continuing compliance with the Agreement, Brego grants the Customer a limited, non-exclusive and non-transferable right, which may not be sublicensed except as expressly permitted by the Agreement, during the applicable Term to permit its Authorised Users and approved Customer Systems to access and use the Services and Output Data solely for the Permitted Purpose.

4.2 The licence in clause 4.1 permits access through the APIs, feeds, interfaces, applications and other manual or automated access methods expressly authorised in the applicable Order or Documentation, subject to applicable usage limits and rate limits.

4.3 API Keys and user credentials are issued solely for approved Authorised Users and Customer Systems. The Customer shall keep all credentials secure and must not share, transfer, publish or embed them in publicly accessible code or client-side software. The Customer is responsible for all activity conducted using its accounts, credentials and API Keys and must notify Brego immediately of actual or suspected compromise.

4.4 Except to the extent expressly permitted by the Agreement, the Customer shall not, and shall ensure that its Authorised Users, Customer Systems, Affiliates and End Customers do not:

(a) sell, resell, sublicense, lease, loan, distribute, disclose, transfer or otherwise make available any Service, Output Data or Supplier Data to a third party;

(b) copy, combine, store, cache, enrich, retain or disclose Supplier Data except as expressly permitted by the applicable Supplier Terms and Order;

(c) modify, adapt or translate the Services or create a derivative work from them;

(d) reverse engineer, disassemble, decompile or otherwise attempt to derive source code, object code, underlying structure, models, algorithms, methodology or non-public data from the Services or Output Data, except to the minimum extent that applicable law prevents this restriction;

(e) use the Services, Output Data or Supplier Data to develop, train, fine-tune, retrain, test, validate, benchmark or improve any machine-learning model or artificial-intelligence system, whether for internal or external use, or to develop, test, validate, benchmark or improve any product, service, database or valuation methodology that competes with the Services, except to the extent expressly permitted in the applicable Order. This paragraph does not prevent the Customer from using Output Data as an input to an existing production system solely for the Permitted Purpose, provided that such use does not train, fine-tune, retrain, test, validate, benchmark or improve that system;

(f) scrape, crawl or systematically extract data other than through an access method expressly authorised in the applicable Order or Documentation, or otherwise bulk extract data, circumvent usage controls or rate limits, or reconstruct or create a substitute or derivative database;

(g) access the Services to monitor their availability, performance or functionality for competitive analysis or publish any benchmark or performance test without Brego’s prior written consent;

(h) use the Services outside the Permitted Purpose, territory, approved Customer Systems or other restrictions in the applicable Order;

(i) remove or obscure a proprietary, source, copyright or attribution notice; or

(j) use the Services unlawfully, fraudulently, maliciously or in a manner that threatens the security, integrity, availability or reputation of Brego, an Upstream Licensor, another customer or the Services.

4.5 The Customer shall comply with the AUP. Brego may update the AUP to address security, abuse, service integrity, law, regulatory guidance, technology or operational risk in accordance with clause 19.5.

4.6 The Customer shall maintain complete and accurate records sufficient to demonstrate compliance with the usage, licensing, Permitted Purpose, End Customer, storage, caching and Supplier Terms restrictions for the Term and two years afterwards. On reasonable notice, the Customer shall provide information reasonably requested by Brego to verify compliance.

4.7 Brego or its representative may, on reasonable notice, audit the Customer’s records and systems relevant to compliance with the Agreement, initially remotely and, where reasonably necessary, at the Customer’s premises during normal business hours. Routine audits shall not occur more than once in any 12-month period, but additional audits may be conducted where Brego reasonably suspects a breach or underpayment or is required by an Upstream Licensor or regulator. The Customer shall promptly pay any underpayment identified, together with interest under clause 9.7. If an audit identifies a material breach or an underpayment exceeding 5% of the Fees due for the audited period, the Customer shall also reimburse Brego’s reasonable audit, investigation and enforcement costs.

4.8 Brego may implement technical controls to protect the Services, Supplier Data and its Intellectual Property Rights, including metering, throttling, access restrictions and credential revocation.

5. Customer responsibilities and Customer Systems

5.1 The Customer is solely responsible for selecting, configuring, operating, securing and maintaining its Customer Systems, networks, devices, integrations, telecommunications links and internet access, and for all loss, delay, incompatibility, delivery failure or other issue arising from them.

5.2 The Customer authorises Brego and its subcontractors to access, use and interoperate with Customer Systems and third-party services to the extent reasonably necessary to provide, support and secure the Services in accordance with the Customer’s configuration and instructions.

5.3 The Customer shall obtain and maintain every licence, permission, consent and third-party right required for Brego to interoperate with Customer Systems and for the Customer to use each integration. Brego is not responsible for a third party changing, restricting, suspending or withdrawing an integration, interface, licence, policy or service.

5.4 A change to, incompatibility with or unavailability of a Customer System, integration or third-party service selected by the Customer does not reduce the Customer’s minimum commitment or other payment obligations.

5.5 The Customer shall maintain appropriate technical and organisational security measures, prevent unauthorised access, use current malware protection appropriate to its systems, and ensure that Customer Systems and Customer Data do not contain malicious code or interfere with the Services.

5.6 The Customer is responsible for every act, omission, negligence and breach of the Agreement by an Authorised User, Customer System, Affiliate, subcontractor, End Customer or other person to whom the Customer gives or permits access, as if it were the Customer’s own act or omission.

5.7 The Customer shall obtain and maintain all lawful bases, privacy notices, consents, permissions, Reasonable Cause, sector eligibility and authorisations required for Customer Data, Supplier Data, its instructions and its use of the Services.

5.8 The Customer remains solely responsible for every credit, underwriting, lending, purchasing, pricing, insurance, investment, compliance and other business decision. If the Customer uses Output Data in a significant decision based solely on automated processing, it shall independently comply with all applicable requirements, including any required information, representations, human intervention and challenge rights.

5.9 The Customer shall comply with all laws, regulations, sanctions, export controls, professional rules and industry requirements applicable to its business and use of the Services. Brego does not assume the Customer’s regulatory obligations.

5.10 The Customer shall ensure that any third-party provider permitted to process Output Data or Supplier Data for a Customer System has no right to use that data for its own model training, product improvement or other independent purposes, except as expressly permitted by the Agreement. This does not authorise any disclosure or use otherwise prohibited by the Agreement.

6. Output Data, Supplier Data and permitted third-party use

6.1 Output Data consists of estimates and analytical results generated from data available to Brego, assumptions, models and methodologies at the relevant time. Output Data is not a guarantee, binding valuation, independent appraisal or promise of the price at which an asset will be bought, sold, financed or realised.

6.2 Brego does not provide financial, investment, lending, credit, insurance, legal, tax or other regulated advice. The Customer shall not represent that Brego or Output Data provides such advice.

6.3 The Customer is responsible for selecting, interpreting and using Output Data, taking account of all relevant facts and circumstances not available to Brego, and obtaining any independent assessment that is appropriate to the Customer’s decision and risk profile.

6.4 The Customer may use Output Data only for the Permitted Purpose. Any right to retain, archive, disclose or use Output Data after the applicable Term must be expressly stated in the Order, Supplier Terms or another applicable provision of the Agreement. During the Term, storage or enrichment of internal vehicle records is permitted only where the Order specifies the approved data, Customer Systems, purpose and retention period, subject to applicable Supplier Terms. Such expressly permitted records do not breach clause 4.4(f) or the AUP solely because they contain approved lookup results. This does not permit a substitute data product or collection outside the approved workflow.

6.5 Where the Order expressly permits it, the Customer may: (a) display specified Output Data to End Customers through approved websites, applications, portals, reports, certificates or communications; and/or (b) integrate specified Services or Output Data into an approved Customer System, product or workflow. White-label use is permitted only where expressly stated in the Order.

6.6 Any use under clause 6.5 is limited to the outputs, functionality, audience, channels, Customer Systems, territory, volumes, retention, branding and other conditions stated in the Order. Output Data must remain ancillary to the Customer’s own product or service and must not be offered as a standalone data product, feed, searchable database, valuation service, API or subscription, except that the Order may expressly approve a consumer vehicle-valuation journey in which valuation is a principal feature. That exception permits only the specified display and individual outputs through the approved channels. An End Customer may view, receive or download an approved individual report, certificate or communication only to the extent permitted by the Order. No bulk distribution, database access, resale, sublicensing or onward service access is permitted unless clause 6.17 applies.

6.7 The Customer is the sole provider and contracting party for its product or service and shall provide all first-line support to End Customers. Brego does not contract with End Customers, owes them no duty to provide or support the Customer’s product or service, and is not responsible for the Customer’s product, transaction, decision, customer journey, billing, refunds, complaints or support.

6.8 The Customer shall present Output Data accurately, legibly and in context, with any attribution, source notices and disclaimers required by Brego. It must not alter, recalculate, combine, suppress, rank or relabel Output Data in a way that changes its meaning, source, limitations or apparent accuracy, and must not state or imply that it is a guaranteed or binding value, an independent appraisal, regulated advice, a commitment to a transaction outcome or endorsed by an Upstream Licensor.

6.9 Before, or as a condition of, access to Output Data or Brego-powered functionality, the Customer shall ensure that each End Customer is bound by enforceable website, application, report or other terms that: (a) authorise the processing necessary for the approved use; (b) contain appropriate limitations and disclaimers protecting Brego and its licensors; (c) prohibit unauthorised access, scraping, bulk extraction, redistribution, resale, reverse engineering, competitive benchmarking and AI or model training; (d) confer no ownership, direct API access or affirmative right or claim against Brego or an Upstream Licensor; (e) make the Customer solely responsible for its product, service, decisions and support; and (f) permit Brego and relevant Upstream Licensors to enforce restrictions intended for their benefit under the Contracts (Rights of Third Parties) Act 1999, without requiring their consent to amendment, rescission or termination of any other commercial provision of those terms.

6.10 The Customer shall keep API Keys and credentials server-side, must not disclose them to an End Customer, and shall ensure that End Customers access the Services only through approved Customer Systems and channels. The Customer shall implement authentication, authorisation, input validation, abuse prevention, rate limiting, logging and monitoring appropriate to the approved use.

6.11 The Customer remains solely responsible for all privacy notices, lawful bases, consumer-protection, advertising, accessibility, financial-services, data-protection and sector-specific requirements, decisions and automated-decision safeguards relating to its product, service and End Customers. It shall promptly notify Brego of any material complaint, claim, regulator contact, media enquiry, security incident, suspected misuse or allegation concerning Brego, Output Data, Supplier Data or an Upstream Licensor and shall cooperate with Brego’s response instructions.

6.12 Any approval of existing or live use is limited to the outputs, fields, uses, Customer Systems and channels expressly identified in the Order or otherwise approved by Brego in writing. It is not confirmation of legal or contractual compliance and does not waive continuing obligations. Brego’s prior written approval is required for a change to the approved datasets, fields, audiences, onward disclosures, Customer Systems or use cases. Ordinary presentation changes within the approved scope remain subject to Brego’s review rights. Brego may review a proposed or live use under clause 6.5 and require reasonable technical, presentational, contractual or compliance changes. Brego may restrict or suspend that use in accordance with clause 11, and may permanently withdraw it by terminating the affected part of an Order in accordance with clause 11 or 16. The applicable provisions of clauses 11 and 17 govern the effect on Fees and minimum commitments. On expiry, termination or withdrawal, the Customer shall cease the affected display or access, remove Brego branding where required and retain Output Data or Supplier Data only as permitted by the Agreement.

6.13 Supplier Data remains subject to the rights and restrictions of the relevant Upstream Licensor. The Customer must not use, disclose, copy, store, cache, combine, enrich, retain or permit access to Supplier Data except as expressly permitted by the applicable Order and Supplier Terms.

6.14 The Customer is solely responsible for establishing, maintaining and evidencing any Reasonable Cause, lawful basis, consent, permission, sector eligibility and End Customer status required for its receipt or use of Supplier Data. Any approval given by Brego is revocable and may be subject to additional conditions.

6.15 Supplier Data and Third Party Materials are provided “as is” and “as available”. They may be inaccurate, incomplete, delayed, changed or unavailable without notice. Brego gives no warranty and accepts no liability for them except to the extent that liability cannot lawfully be excluded.

6.16 Supplier Terms, including any DVLA Supplier Terms, apply to the data and uses to which the relevant upstream requirements extend, as notified or made available to the Customer. This includes restrictions that an Upstream Licensor requires to apply to Output Data or a permitted use, even where the underlying data is used solely within Brego. Such Supplier Terms prevail only for the data or use to which they apply.

6.17 The Customer must not resell, syndicate or grant a third party direct access to the Services or a Brego-powered service unless the Order expressly permits it and the reseller-specific Supplemental Terms or a bespoke reseller agreement apply. Display and embedded functionality expressly approved under clauses 6.5 and 6.6 through Customer Systems, without direct third-party API or database access, do not constitute resale or direct access for this purpose and do not require a reseller appointment or reseller-specific Supplemental Terms. Product-specific limitations, including any terms applying to Mobile Homes, Holiday Homes or marketplace use, may be set out in applicable Supplemental Terms.

7. Trial and Beta Services

7.1 Brego may make Trial Services available at its discretion. Trial Services may be subject to additional terms, reduced functionality, usage limits and shorter retention periods.

7.2 Trial Services are provided “as is” and “as available”, may contain errors and are not intended for production, business-critical, lending, underwriting or other material decision-making use. No SLA, Support Plan, availability commitment, functionality warranty or service credit applies.

7.3 Brego may modify, suspend or discontinue Trial Services at any time without notice or liability and may delete data associated with them after the trial or evaluation period.

7.4 Brego has no obligation to make a Trial Service generally available or to preserve compatibility between a Trial Service and any later version.

7.5 Brego’s intellectual-property indemnity does not apply to Trial Services. Subject to clause 13.1, Brego’s total aggregate liability arising from Trial Services shall not exceed £100.

8. Intellectual Property Rights and data use

8.1 Brego and its licensors retain all Intellectual Property Rights and title in and to the Services, APIs, Documentation, Output Data, valuation models, algorithms, methodologies, database structures, interfaces, software, service telemetry, Usage Data, aggregated and derived data that does not identify the Customer or an individual, improvements, updates and reusable software, tools, connectors, templates and know-how. No ownership right is transferred to the Customer.

8.2 The Customer retains ownership of Customer Data and Intellectual Property Rights owned or licensed by it before the applicable Order or developed independently of the Services.

8.3 The following rights apply to Customer Data:

(a) The Customer grants Brego, its Affiliates and subcontractors a non-exclusive, worldwide licence to host, copy, transmit, process, display and otherwise use Customer Data and other materials supplied by the Customer to the extent necessary to provide, operate, meter, support, maintain, secure and enforce the Services, comply with law and the Agreement, and exercise Brego’s legal rights.

(b) Unless expressly excluded or restricted in an Order, the Customer authorises Brego and its subcontractors to collect Vehicle Listing Data during the Term, including by automated means, and grants Brego a non-exclusive, worldwide, royalty-free, transferable and sublicensable licence to store, retain, copy, extract, adapt, combine, analyse, use and make that data, or information derived from it, available in or through Brego’s current and future products and services, including products and services supplied to other customers. This includes use to develop, train, validate and improve Brego’s valuation models, analytical models and related products and services. For Vehicle Listing Data lawfully obtained while this licence applies, the licence is perpetual and irrevocable and survives expiry or termination of the Agreement, subject to paragraph (d).

(c) Certain features require access to Vehicle Listing Data and the licence in paragraph (b). Brego shall identify those features and dependencies in the Order or otherwise agree them in writing before activation. Subject to paragraph (d), the Customer shall maintain the authorisation, licence and any agreed access to Vehicle Listing Data throughout the Term and shall not withdraw or restrict them or stop making agreed Vehicle Listing Data available without Brego’s prior written agreement. If the necessary licence or data is not provided or ceases to be available, Brego may withhold or discontinue the features that depend on it; other agreed Services are not affected solely for that reason, without limiting Brego’s other rights in respect of a breach. Any resulting change to Fees must be stated in the Order or agreed in writing; otherwise Fees and minimum commitments are not reduced.

(d) The product-use licence in paragraph (b) does not extend to Customer Personal Data or confidential Customer Data supplied solely for delivery of the Services. The Customer warrants that it has the rights and permissions needed to make Customer Data available and grant the applicable licences. Each party remains responsible for its own compliance with Data Protection Laws, including lawful basis, transparency, retention and deletion requirements. Nothing in this clause overrides the DPA or applicable Supplier Terms.

8.4 Brego may collect and use Usage Data during and after the Term to administer accounts, calculate Fees, provide and support the Services, monitor and improve performance, diagnose issues, prevent fraud and abuse, protect security and integrity, plan capacity, develop and improve products and models, and generate business, market and industry insights.

8.5 Brego may aggregate or de-identify Vehicle Listing Data licensed under clause 8.3(b) and Usage Data so that it does not identify the Customer or an individual, and may use and disclose the resulting data for any lawful business purpose during and after the Term. Brego shall not attempt to re-identify data treated as de-identified under this clause.

8.6 The Customer assigns to Brego all rights in feedback, suggestions, ideas and improvement requests relating to the Services. If an assignment is ineffective, the Customer grants Brego a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable licence to use and exploit them without restriction.

8.7 The Customer’s rights to access and use the Services and Output Data are governed by clauses 4 and 6.

8.8 Supplier Data remains owned by the relevant Upstream Licensor. Third Party Materials remain owned by their respective owners and are subject to any applicable third-party terms.

8.9 No right or licence is granted by implication, estoppel or otherwise. Brego reserves all rights not expressly granted.

8.10 Unless a Statement of Work expressly states otherwise, Brego owns all Intellectual Property Rights in deliverables created in providing Implementation Services, excluding Customer Data and the Customer’s materials referred to in clause 8.2. Subject to payment of the applicable Fees, Brego grants the Customer a non-exclusive, non-transferable licence to use those deliverables during the applicable Term solely for the Permitted Purpose in connection with the Services. That licence may not be sublicensed except as expressly permitted by the Agreement. Third Party Materials remain subject to clause 8.8.

9. Fees, invoicing and payment

9.1 The Customer shall pay all Fees stated in each Order and Statement of Work. Minimum committed Fees are payable irrespective of actual usage, availability of Customer Systems, business volumes or the Customer’s decision not to use the Services. Minimum committed Fees are the agreed consideration for Brego reserving capacity, data rights and access to the Services. Subject to the express termination provisions of the Agreement, recurring Fees and minimum commitments for the Initial Term are committed from the Order Effective Date and those for each Renewal Term are committed from the start of that Renewal Term, notwithstanding instalment billing. Except as expressly provided in the Agreement or required by law, Fees paid are non-refundable.

9.2 Unless an Order states otherwise, recurring Fees are invoiced in advance and variable, overage and time-and-materials Fees are invoiced in arrears. Brego may invoice through an Affiliate or authorised payment provider.

9.3 Brego shall calculate usage in accordance with its metering systems, whose records are conclusive absent manifest error. Unless an Order expressly states otherwise, unused calls, credits, allowances and entitlements expire at the end of the relevant billing period, do not roll over and do not give rise to any refund or credit.

9.4 Fees are exclusive of VAT and all similar sales, use, withholding and transaction taxes, duties and levies, which the Customer shall pay in addition, except taxes imposed on Brego’s net income. If the Customer is required by law to withhold or deduct an amount, it shall pay such additional amount as is necessary for Brego to receive the amount it would have received without the withholding or deduction.

9.5 The Customer shall pay Fees at the time or within the period stated in the Order, including at checkout or by advance payment where specified. If no payment period is stated, each invoice is payable within 14 days after its date. The Customer’s failure to issue a purchase order or complete its internal procurement, approval or invoice-processing procedures does not postpone a payment due date. All payments shall be made in full and without set-off, counterclaim, deduction or withholding except as required by law.

9.6 The Customer must notify Brego in writing of a bona fide invoice dispute within 10 days after the invoice date, giving full details and supporting evidence. The Customer shall pay all undisputed amounts when due. An invoice not disputed within that period is deemed accepted.

9.7 If any amount is not paid when due, Brego may charge interest and claim fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. Where that Act does not apply, interest accrues from the due date at 8% per annum above the Bank of England base rate and the Customer shall reimburse Brego’s reasonable recovery costs. If the amount remains unpaid seven days after its due date, Brego may suspend the affected Services without liability.

9.8 Where the Customer provides a payment method, it authorises Brego and its payment provider to charge that method for due Fees, taxes, overages and renewals. A failed or expired payment method does not delay the due date or prevent suspension. Where payment in advance is required by the Order, Brego may withhold activation, renewal or further access to the relevant Services until that payment is received. The seven-day period in clauses 9.7 and 11.1(a) does not apply to that withholding.

9.9 Brego may increase Fees:

(a) on each anniversary of the relevant Order Effective Date by the greater of 5% and the percentage increase in CPI during the preceding 12 months;

(b) at any time on at least 30 days’ notice to pass through a material increase in Supplier Data, Upstream Licensor, hosting, telecommunications, taxation, regulatory or compliance cost; and

(c) otherwise on at least 60 days’ notice, with the increase taking effect at the start of the next Renewal Term.

9.10 A discount, promotional price, free period, credit or other concession applies only for the period and scope expressly stated and does not renew or establish the price for any additional or later Service.

9.11 If the Customer reduces the term, volume, usage allowance, vehicle types, datasets, Services or other commitment forming the basis of a discounted price, Brego may reprice the remaining Services at its then-current rates from the effective date of the reduction. Any reduction of an agreed commitment requires Brego’s written agreement unless expressly permitted by the Agreement. Where Brego offers a plan change through its online account process, the change takes effect on the date and on the charging and commitment terms presented to and accepted by the Customer through that process, subject to clause 1.3.

9.12 Excess, unauthorised or continued use after expiry of an entitlement is chargeable at Brego’s then-current rates, without creating any right to continued access or waiving a breach. Brego may allocate any payment received against the oldest outstanding amount first.

9.13 If Brego reasonably considers that the Customer’s creditworthiness has deteriorated or payment is at risk, it may require payment in advance, direct debit, a deposit, guarantee or other reasonable credit support as a condition of continuing to provide Services.

10. Warranties and disclaimers

10.1 Each party warrants that it has authority to enter into the Agreement and shall comply with laws applicable to its own performance under it.

10.2 Brego warrants that it shall perform paid Services and Implementation Services with reasonable skill and care. The Customer must notify Brego of an alleged breach of this warranty within 30 days after it became aware, or ought reasonably to have become aware, of the alleged breach. Subject to the Customer’s right to terminate under clause 16.5, Brego’s sole obligation and the Customer’s sole remedy for a valid claim is, at Brego’s option, to re-perform the affected Services or Implementation Services or issue a credit not exceeding the Fees paid for the affected Services for the period in which the breach occurred or for the affected Implementation Services, as applicable.

10.3 The Customer warrants and undertakes that:

(a) Customer Data, Customer Systems and all instructions, uses and disclosures are lawful and do not infringe any third-party right;

(b) it has and shall maintain all rights, notices, consents, permissions, Reasonable Cause and sector eligibility required by the Agreement, law and each Upstream Licensor;

(c) it shall comply with the Permitted Purpose, Supplier Terms, Documentation, AUP and all restrictions applying to End Customers; and

(d) it shall not make a representation, warranty, guarantee or commitment on behalf of Brego or an Upstream Licensor.

10.4 Except as expressly stated in the Agreement, the Services, Output Data, Supplier Data, Third Party Materials and Trial Services are provided “as is” and “as available”. To the fullest extent permitted by law, Brego excludes all express, implied, statutory and common-law warranties and conditions, including satisfactory quality, fitness for purpose, non-infringement, accuracy and completeness.

10.5 Brego does not warrant that the Services, Output Data or Supplier Data will meet the Customer’s requirements, be accurate, complete, current or uninterrupted, achieve a particular commercial or regulatory result, identify every relevant fact, or be free from errors, vulnerabilities, delay or loss.

10.6 Brego is not responsible for the internet, Customer Systems, integrations, third-party connectivity, Third Party Materials, Upstream Licensors or events outside the boundary of systems controlled by Brego.

11. Suspension, changes and discontinuation

11.1 Brego may restrict, suspend or disable all or any part of the Services, including an account or API Key, immediately and without liability where Brego reasonably considers that:

(a) a payment required in advance under clause 9.8 has not been received when due, another amount remains unpaid seven days after its due date, or required credit support has not been provided within the period specified by Brego;

(b) the Customer or a person for whom it is responsible has breached, or is reasonably suspected of breaching, the Agreement, Supplier Terms or law;

(c) an account, credential, Customer System or integration is compromised or subject to unauthorised access;

(d) use exceeds agreed usage or rate limits, places excessive demand on the Services or threatens availability, security, integrity or lawful operation;

(e) continued provision creates a legal, regulatory, security, credit, reputational or Upstream Licensor risk;

(f) Brego is required or requested to do so by law, a regulator, court, government body or Upstream Licensor; or

(g) an Upstream Licensor restricts or withdraws relevant data, rights or services.

11.2 Brego shall give notice before suspension where reasonably practicable and otherwise as soon as reasonably practicable afterwards. Brego is not required to disclose information that would compromise security, an investigation, legal privilege or a third-party obligation.

11.3 Suspension does not relieve the Customer of Fees, minimum commitments or other obligations. Brego may refuse to restore access until the Customer has remedied the issue and provided assurances and evidence satisfactory to Brego acting reasonably.

11.4 The Customer shall cooperate with any investigation, audit, remediation or Upstream Licensor review relating to a suspension or suspected misuse and shall reimburse Brego’s reasonable costs where the matter arises from an act or omission of the Customer or a person for whom it is responsible.

11.5 Where an Upstream Licensor, law, security issue or third-party dependency affects a Service, Brego may alter fields, sources, functionality, delivery methods, limits or Supplier Terms; substitute a reasonably comparable service or dataset; reallocate Fees or minimum commitments to a replacement; or suspend or terminate the affected Service without liability.

11.6 Brego may on at least 30 days’ notice modify, replace, discontinue or terminate a Service where continued provision is no longer commercially or technically reasonable. Brego may offer a replacement service or revised pricing.

11.7 If Brego terminates an affected Service solely under clause 11.6 and not because of the Customer, an Upstream Licensor, law, security or another reason addressed elsewhere in the Agreement, Fees accruing for that Service after the effective termination date shall cease and clause 17.3 applies.

12. Indemnities

12.1 Subject to this clause 12, Brego shall defend, or at its option settle, a third-party claim brought against the Customer alleging that the paid Services as supplied by Brego and used unmodified in accordance with the Agreement infringe that third party’s Intellectual Property Rights subsisting in the United Kingdom or another jurisdiction expressly specified for the purposes of this clause in the applicable Order, and shall pay damages finally awarded by a court of competent jurisdiction or agreed in a settlement approved by Brego.

12.2 If a Service becomes, or Brego considers that it may become, subject to an infringement claim, Brego may at its option:

(a) procure the right for the Customer to continue using the affected Service;

(b) modify or replace it with a substantially equivalent non-infringing service;

(c) alter the scope or delivery method; or

(d) terminate the affected Service, in which case clause 17.3 applies.

12.3 Brego has no obligation under clauses 12.1 or 12.2 to the extent a claim arises from Trial Services, Output Data, Supplier Data, Third Party Materials, Customer Data, Customer Systems, an item or instruction supplied by the Customer, combination with anything not supplied by Brego, use outside the Agreement or Permitted Purpose, an unauthorised modification, failure to implement an update provided to avoid the claim, or continued use after Brego has required the Customer to stop.

12.4 Subject to clauses 12.5 and 12.6, the Customer shall indemnify Brego against all losses, liabilities, damages, additional licence charges and reasonable, properly incurred costs and expenses to the extent arising from:

(a) a third-party claim brought against Brego, including a claim by an Upstream Licensor, arising from:

(i) an allegation that Customer Data, including Vehicle Listing Data collected under clause 8.3(b), or another material supplied by or on behalf of the Customer infringes a third party’s Intellectual Property Rights or was unlawfully made available, where Brego’s relevant use is permitted by the Agreement, including the licence in clause 8.3(b);

(ii) a material breach of the Agreement, applicable Supplier Terms, Data Protection Laws or the DPA by the Customer or a person for whom it is responsible;

(iii) a misleading representation or an unauthorised warranty, guarantee or commitment made by the Customer or a person for whom it is responsible concerning the Services, Output Data, Supplier Data, Brego or an Upstream Licensor; or

(iv) the Customer’s product or service, or the Customer’s use, presentation or distribution of the Services or Output Data, including any claim by an End Customer; or

(b) whether or not a third-party claim is made, a breach by the Customer or a person for whom it is responsible of any obligation or restriction under the Agreement relating to licensing, access, use, disclosure, storage, caching, retention, Intellectual Property Rights, confidentiality, security or data protection, including the Permitted Purpose, or of applicable Supplier Terms, any required Reasonable Cause or sector eligibility condition, Data Protection Laws or the DPA.

The Customer shall defend any third-party claim covered by this clause. Recoverable amounts include liabilities to Upstream Licensors, settlements entered into or approved by Brego under clause 12.5, and reasonable, properly incurred legal and professional costs and costs of investigation, audit, incident response, remediation, restoration of data, Services or upstream access, and enforcement arising from a matter covered by paragraph (a) or (b).

It does not apply to the extent that the claim or loss is caused by Brego’s breach of the Agreement, negligence or wilful misconduct.

12.5 For a third-party claim, an indemnified party shall give reasonable notice of a claim where practicable, but delay does not relieve the indemnifying party except to the extent materially prejudiced. For a claim under clause 12.1, the Customer shall preserve relevant information, provide reasonable assistance requested by Brego and make no admission or settlement without Brego’s prior written consent. The indemnifying party may control the defence and settlement, subject to the indemnified party’s right to participate at its own cost and to withhold consent to a settlement that admits its fault or imposes a non-monetary obligation on it. Notwithstanding the preceding provisions of this clause, Brego may elect to assume sole conduct and control of the defence, investigation, audit, correspondence and settlement of any matter indemnified under clause 12.4. The Customer shall provide reasonable cooperation at its own cost where Brego exercises that right.

12.6 Amounts due under the Customer indemnity are payable on demand, without set-off, counterclaim, deduction or withholding except as required by law. Reasonable, properly incurred costs covered by clause 12.4 and cooperation costs under clause 12.5 are payable as they arise. Clauses 12.1 to 12.3 state the Customer’s sole and exclusive remedy for any actual or alleged infringement of third-party Intellectual Property Rights by the Services.

13. Liability

13.1 Neither party excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited.

13.2 Subject to clause 13.1, and except for amounts expressly payable under clause 12.1 (which remain subject to clause 13.3), Brego shall not be liable to the Customer, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, indemnity, contribution or otherwise, for any of the following, whether direct or indirect:

(a) loss of profit, revenue, business, contracts, opportunity, goodwill, reputation, anticipated savings or data;

(b) business interruption, wasted management or staff time, or the cost of restoring or reconstructing data;

(c) any liability, loss or claim incurred by an End Customer, client or other third party;

(d) the cost of obtaining substitute products, data or services; or

(e) any other indirect, consequential, special or exemplary loss.

13.3 Subject to clauses 13.1 and 13.2, Brego’s total aggregate liability to the Customer arising under or in connection with the Agreement and all Orders shall not exceed the lesser of: (a) £100,000; and (b) 100% of the Fees paid or payable for the affected Services and Implementation Services under the affected Order or Orders during the 12 months immediately preceding the event giving rise to the claim. If an affected Order has been in force for less than 12 months when the event occurs, the amount attributable to that Order is the Fees paid or payable for the affected Services and Implementation Services during the first 12 months of that Order. Where more than one Order is affected, the amounts attributable to the affected Orders shall be aggregated, subject always to the £100,000 maximum. All claims arising from the same or substantially the same acts, omissions, events or related series of events shall be treated as one claim arising when the first such event occurred.

13.4 The separate cap in clause 7.5 applies to Trial Services. Service credits are subject to the limits in the applicable SLA and do not increase the cap in clause 13.3. Reasonable external legal and professional costs incurred by Brego in defending a claim under clause 12.1 count towards the applicable cap in clause 13.3, together with damages and settlement payments under clause 12.1.

13.5 Subject to clause 13.1, the Customer may not bring a claim under or in connection with the Agreement more than 12 months after the act, omission or event giving rise to the claim.

13.6 The Customer is not entitled to recover more than once in respect of the same loss. A service credit, refund, re-performance or other remedy received in respect of an event shall be taken into account when calculating any other recovery for that event.

13.7 The parties acknowledge that the exclusions and limitations in the Agreement allocate the risks between them, have been reflected in the Fees and apply notwithstanding the failure of an exclusive or limited remedy.

13.8 No Upstream Licensor or supplier has liability to the Customer in connection with the Services or Supplier Data except to the extent expressly stated in applicable Supplier Terms that are directly enforceable by the Customer.

13.9 Subject to clause 13.1 and mandatory Data Protection Laws and transfer terms, Brego’s Affiliates, officers, employees and subcontractors involved in providing the Services or Implementation Services may rely on the exclusions and limitations of liability in the Agreement, including the time limit in clause 13.5, as if references to Brego included them. The applicable cap under clause 13.3 or 7.5 applies in aggregate to Brego and all such persons, not separately to each of them.

14. Confidentiality and publicity

14.1 Each receiving party shall keep the disclosing party’s Confidential Information confidential, use it only to exercise rights and perform obligations under the Agreement, and not disclose it except as permitted by this clause 14.

14.2 A receiving party may disclose Confidential Information to its Affiliates, employees, officers, agents, subcontractors, service providers, Upstream Licensors, professional advisers, auditors, insurers, banks, lenders, actual or potential investors and actual or potential purchasers of that party or its business or assets, where they have a need to know and are bound by confidentiality obligations or professional duties no less protective than this clause. The receiving party remains responsible for a breach by a recipient.

14.3 The confidentiality obligations do not apply to information that the receiving party can demonstrate was lawfully known without restriction before disclosure, becomes public other than through breach, is received lawfully from a third party without duty of confidence, or is independently developed without use of the disclosing party’s Confidential Information.

14.4 A receiving party may disclose Confidential Information to the extent required by law, regulation, court order or a competent authority, provided that, where legally permitted, it gives prompt notice and reasonable assistance to the disclosing party at the disclosing party’s cost.

14.5 On request following termination or expiry, each party shall return or destroy the other party’s Confidential Information, except for copies required by law, regulation, professional standards, insurance, corporate governance or bona fide record-keeping requirements and copies in routine backups that are not readily accessible and are deleted in the ordinary course. Retained information remains subject to this clause.

14.6 The parties acknowledge that unauthorised use or disclosure of Confidential Information, Supplier Data, the Services or Intellectual Property Rights may cause harm for which damages are not an adequate remedy. The affected party may seek injunctive, equitable or other urgent relief in any competent jurisdiction without limiting any other remedy.

14.7 Neither party shall issue a public announcement concerning the Agreement without the other party’s prior written consent. Brego may identify the Customer as a customer and use its name and logo in customer lists, proposals, presentations, websites and marketing materials, provided that Brego does not disclose the Customer’s Confidential Information or imply an endorsement not given by the Customer.

15. Data protection and security

15.1 To the extent that Brego processes personal data comprised in Customer Data on behalf of the Customer in providing the Services, the Customer is the controller and Brego is the processor, and the DPA and Security Measures apply automatically to that processing.

15.2 Brego acts as an independent controller for personal data it processes for its own purposes, including account and relationship management, billing and debt recovery, business communications, service security, fraud and abuse prevention, Usage Data, service improvement, its collection and use of Vehicle Listing Data under clause 8.3(b), legal and regulatory compliance, and the establishment, exercise and defence of legal rights. That processing is governed by Brego’s applicable privacy notice and not the DPA, and remains subject to Data Protection Laws. This clause does not authorise reuse of Customer Personal Data contrary to the DPA.

15.3 Where Supplier Data constitutes personal data, the Customer acts as an independent controller from the point at which it is disclosed or made available to the Customer, unless expressly agreed otherwise in writing. The Customer is solely responsible for its subsequent processing and compliance with Data Protection Laws and Supplier Terms.

15.4 The Security Measures describe the controls generally maintained by Brego for Customer Personal Data. Brego may replace or modify an individual measure provided that the overall level of security is not materially reduced. No particular technology, certification, standard, audit, testing method or review frequency is warranted unless expressly stated in an Order.

15.5 The Customer shall not submit special category personal data or personal data relating to criminal convictions and offences unless Brego has expressly agreed in writing and the Customer has satisfied all additional legal, security and contractual requirements.

15.6 The Customer authorises Brego to use the subprocessors listed at https://www.brego.io/legal/sub-processors or any replacement location notified by Brego, subject to the DPA.

15.7 Subject to clause 13.1 and mandatory Data Protection Laws and transfer terms, Brego’s contractual liability under or in connection with the DPA and Security Measures is subject to clause 13 and forms part of, and does not increase, the single aggregate cap in clause 13.3. A different contractual allocation must be expressly agreed in writing, signed by both parties and identify this clause and the relevant provision of clause 13 being varied. The priority of the DPA under clause 19.8 is subject to this clause. Nothing in this clause limits either party’s duties under Data Protection Laws, regulatory powers, data subjects’ rights or any liability or right of recourse that cannot lawfully be limited.

16. Term and termination

16.1 This MSA begins on the Effective Date and continues until all Orders have expired or been terminated, at which point it terminates automatically, subject to clause 17.7.

16.2 Each Order begins on its Order Effective Date and continues for its Initial Term. Unless the Order expressly states otherwise:

(a) an Order for a paid recurring subscription renews automatically after its Initial Term for successive periods of 12 months where the Initial Term is at least 12 months, or on a rolling monthly basis where the Initial Term is shorter;

(b) either party may give at least 60 days’ written notice of non-renewal to take effect at expiry of the Initial Term or then-current Renewal Term. For an Order that renews monthly, whether under paragraph (a) or as expressly specified in the Order, either party may instead terminate on at least 30 days’ written notice, to take effect at expiry of the Initial Term or on any later date once that notice period has elapsed. Notice may be served during the Initial Term or a Renewal Term; and

(c) Orders solely for one-off purchases, non-recurring credit packs or Trial Services do not automatically renew or convert to paid subscriptions.

16.3 Brego may suspend or terminate Trial Services at any time without cause, notice or liability.

16.4 Brego may terminate all or any part of an Order immediately and without liability if:

(a) Brego reasonably determines that the Customer or a person for whom it is responsible has committed a material breach of clauses 4, 5, 6, 8, 14 or 15, the AUP, DPA, Supplier Terms, a data-use restriction or law, and the breach is incapable of remedy, is repeated, or immediate termination is reasonably necessary to protect Brego, an Upstream Licensor, another customer or the Services;

(b) Brego is prohibited or restricted by law, a regulator, court, government body or Upstream Licensor from providing the affected Service;

(c) an Upstream Licensor withdraws, suspends, restricts or materially changes relevant data, rights or services;

(d) continued provision creates a material security, integrity, credit, regulatory, compliance or reputational risk for Brego or an Upstream Licensor;

(e) an undisputed amount remains unpaid for 14 days after Brego gives written notice requiring payment; or

(f) the Customer fails to provide credit support within seven days after Brego’s written request under clause 9.13.

16.5 Either party may terminate an affected Order by written notice if the other party commits a material breach that, if capable of remedy, is not remedied within 30 days after written notice specifying the breach, or becomes insolvent, enters liquidation or administration other than for a solvent reconstruction, has a receiver appointed over a material part of its assets, ceases or threatens to cease business, or is unable to pay its debts as they fall due, in each case only to the extent that termination is permitted by applicable insolvency law.

16.6 Unless the Order expressly permits otherwise, the Customer may terminate an Order for convenience only on the notice and with effect from a date permitted by clause 16.2. Any attempted earlier termination is ineffective and does not relieve the Customer of its committed Fees.

16.7 The Customer shall notify Brego in writing before any person acquires direct or indirect control of the Customer or substantially all of its business or assets or, where prior notice is not legally permitted, as soon as legally permitted afterwards. Within 90 days after receiving notice or otherwise becoming aware of the change, Brego may suspend, terminate or reprice any affected Order if the acquirer is a person that competes with Brego or any material part of its business, or if the change creates or increases an Upstream Licensor, security, credit, regulatory, compliance or reputational risk.

16.8 A material breach affecting one Order may be treated by Brego as a breach of another Order where it reasonably affects payment, security, lawful use, Supplier Terms, Brego’s Intellectual Property Rights or Brego’s ability to continue supplying that other Order.

17. Consequences of termination

17.1 On expiry or termination of an Order, Brego shall cease providing the affected Services, the Customer’s licences and access rights for those Services end except as expressly permitted by the Agreement, and the Customer shall immediately stop using them except for any restricted export access expressly permitted under clause 17.5.

17.2 If Brego terminates an Order because of the Customer’s breach, misuse, non-payment, failure to provide credit support, unlawful conduct, security or compliance risk, breach by a person for whom the Customer is responsible, or another circumstance attributable to the Customer or such person, or the Customer purports to terminate other than under an express contractual right, the Customer shall within 14 Business Days pay all accrued and unpaid Fees, the unpaid balance of the agreed recurring Fees and minimum commitments for the remainder of the Initial Term or then-current Renewal Term, and any other unpaid charges expressly committed under the applicable Order or Statement of Work. The amount payable excludes future usage or overage charges not incurred beyond an agreed minimum commitment and shall be calculated without double counting, after crediting payments or credits already applied to the same period or commitment.

17.3 If the Customer validly terminates for Brego’s uncured material breach, or Brego terminates an affected Service solely under clause 11.6 or 12.2(d), Fees accruing for that affected Service after the effective termination date shall cease. Brego shall apply any prepaid Fees attributable solely to that affected Service and the period after termination as a credit against other Fees payable by the Customer and, if no other Fees are payable, refund that amount.

17.4 Where an Upstream Licensor, change in law, regulatory requirement, security issue or third-party dependency causes Brego to terminate an affected Service, and the event was not caused by the Customer or a person for whom it is responsible, Brego may first apply Fees or minimum commitments to a replacement or reasonably related Service. If Brego terminates the affected Service without offering a replacement, Fees accruing for that Service after termination shall cease, but Fees already paid are non-refundable. Where the relevant event constitutes Force Majeure and the affected Service is terminated under clause 18.3, clause 18.3 governs the treatment of Fees.

17.5 The Customer is responsible for exporting Customer Data through available product functionality before termination. If all amounts are paid, Brego may provide up to 30 days of restricted read-only or export-only access after termination. Brego may charge for bespoke extraction, transformation, format, migration or assistance. Supplier Data and Output Data may be exported or retained only where the Order and Supplier Terms permit it.

17.6 Customer Personal Data shall be returned or deleted in accordance with the DPA. Brego may retain Customer Personal Data only to the extent permitted by the DPA or required by applicable law. Brego’s rights to retain and use Vehicle Listing Data and resulting data under clauses 8.3(b) and 8.5 continue in accordance with those clauses, subject to Data Protection Laws and applicable Supplier Terms. Brego may retain other data and records for security, fraud prevention, insurance, dispute resolution, Supplier Terms and bona fide backup or record-retention purposes. To the extent Brego processes retained personal data for its own purposes, it does so as an independent controller under clause 15.2.

17.7 Termination or expiry does not affect accrued rights. Clauses that by their nature are intended to survive, including clauses 4.6, 4.7, 6, 8, 12, 13, 14, 15, 17 and 19, together with the Customer’s obligations to pay accrued Fees, interest and other amounts under clause 9, continue in force.

17.8 On expiry or termination of an Order, or withdrawal of a data-use right, the Customer shall securely delete the affected Output Data and Supplier Data, including copies and extracts, from its active Customer Systems and procure equivalent deletion by persons acting on its behalf within 30 days, or any shorter period required by Supplier Terms, subject to the following:

(a) Retention is permitted only to the extent expressly allowed by an applicable Order, Supplier Terms or law. Retained data must remain protected and be used only for the permitted retention purpose, not to operate a continuing product or service unless expressly licensed under another current Order.

(b) Routine backup copies that are not readily accessible may remain until overwritten or deleted in the normal backup cycle, provided they are immediately put beyond operational use, are not restored for use outside the Agreement and no applicable Supplier Terms or law require earlier deletion.

(c) On reasonable request, the Customer shall provide written confirmation by a responsible officer of deletion and any permitted retention, identifying the retained data, basis and period of retention. This clause governs Customer retention of Output Data and Supplier Data notwithstanding clause 14.5 and does not alter the DPA or Brego’s surviving rights under clauses 8.3(b) and 8.5.

18. Force Majeure

18.1 A party is not liable for delay or failure to perform a non-payment obligation to the extent caused by Force Majeure. Payment obligations, including Fees and minimum commitments accruing before termination under clause 18.3, confidentiality, data-security duties and obligations concerning lawful use of Supplier Data are not excused.

18.2 The affected party shall notify the other as soon as reasonably practicable and use commercially reasonable efforts to mitigate the effect. Brego may modify delivery, use alternative suppliers, suspend affected functionality or allocate available capacity among customers.

18.3 If Force Majeure materially prevents Brego from providing an affected Service for more than 90 consecutive days, either party may terminate only that affected Service on written notice. Neither party has liability arising from that termination. Fees accruing after termination shall cease, and Brego shall provide a pro-rata credit for any prepaid Fees attributable solely to the period after termination or, if no further Fees are payable, refund that amount. Fees accrued before termination remain payable.

19. General

19.1 The Customer may not assign, transfer, novate, charge, subcontract or otherwise deal with any right or obligation under the Agreement without Brego’s prior written consent. Brego may without the Customer’s consent assign, transfer or novate the Agreement to an Affiliate or in connection with a merger, reorganisation, financing, security arrangement, sale of shares, sale of assets or sale of all or substantially all of its business, grant security over any right, and subcontract performance to Affiliates, Upstream Licensors, hosting providers, professional advisers and other service providers.

19.2 The parties are independent contractors. Nothing creates a partnership, joint venture, fiduciary, agency or employment relationship, and neither party may bind the other except as expressly stated.

19.3 A notice under the Agreement must be in writing and may be sent by prepaid post to the registered or principal business address of the recipient or by email, in the case of Brego, to legal@brego.io and, in the case of the Customer, to the notice email stated in the applicable Order or the designated contractual contact email recorded in its account, as subsequently updated by the Customer. The Customer shall keep that address current. An email notice is deemed received on delivery before 5.00 pm on a Business Day, otherwise on the next Business Day, provided no delivery-failure notification is received. A postal notice is deemed received two Business Days after posting. A cancellation submitted through a cancellation function expressly provided by Brego for that purpose constitutes written notice when recorded by that function and takes effect in accordance with the applicable Order and clause 16.2. Operational, support and invoicing communications are not formal notices unless expressly stated.

19.4 The Agreement may be executed or accepted electronically and in counterparts. A person accepting an Order or amendment on behalf of a Customer warrants that it has authority to bind that Customer. For online Orders, the Customer accepts by completing Brego’s prescribed acceptance step. Brego shall retain a record of the accepted Order, the applicable document versions and the acceptance, and shall make the accepted Order and terms available to the Customer by email or through its account in a form it can store and reproduce.

19.5 The following provisions apply to document versions and changes:

(a) The version of this MSA identified in an Order applies to that Order. If no version is identified, the version made available to and accepted by the Customer when placing the Order applies. Other incorporated documents apply in the versions identified or made available for that Order, subject to changes under this clause. Brego shall retain copies of superseded versions. Publication of a revised document does not, of itself, amend an existing Agreement.

(b) Brego may update the AUP, Documentation, Security Measures and Supplier Terms during the Term. Brego shall give email notice under clause 19.3 of a materially adverse change and its effective date, giving at least 30 days’ notice where reasonably practicable. An earlier change may be made to the extent reasonably required by law, regulation, security, fraud, abuse or an Upstream Licensor, with as much notice as reasonably practicable. Other non-material changes, including non-substantive corrections or clarifications, may be notified through email, the Services or a notified URL.

(c) Brego may update this MSA, the DPA, an SLA or Supplemental Terms on at least 30 days’ email notice under clause 19.3, with the update taking effect from the start of the next Renewal Term after that notice period, or earlier to the extent reasonably required by law, regulation, security or an Upstream Licensor. For an earlier change, Brego shall give as much email notice as reasonably practicable and identify its effective date.

(d) Acceptance of a version for a new Order does not amend another Order or an existing negotiated variation unless expressly agreed under clause 19.7. An expressly agreed Order, Statement of Work or amendment variation continues within its agreed scope despite an update, except to the extent mandatory law or applicable mandatory Supplier Terms require otherwise under clause 19.8.

(e) Subject to this clause and clause 19.6, continued use after the effective date of an update notified under this clause constitutes acceptance of that update.

19.6 The Customer may terminate only the materially affected Order before a change under clause 19.5 takes effect where the change is materially adverse, is not required or reasonably made for a reason permitting an earlier change under clause 19.5(b) or (c), and materially reduces the core paid functionality or materially increases the Customer’s obligations. The Customer must give notice before the effective date. Fees accruing after valid termination cease, but Fees already paid are non-refundable.

19.7 The Agreement constitutes the entire agreement concerning the applicable Order and supersedes prior and contemporaneous negotiations, statements and communications concerning it. Neither party relies on a statement not expressly set out in the Agreement. A new Order does not replace or amend an existing Order or other agreement unless it expressly identifies that agreement and the extent and effective date of the replacement or amendment. A replacement does not affect accrued rights or surviving licences and obligations unless expressly stated.

Except for plan descriptions incorporated under clause 1.8, any proposal, tender or RFP response, security questionnaire, due-diligence response, roadmap, demonstration, sales material, purchase order or other document is administrative or informational only and does not amend or form part of the Agreement unless an Order signed by an authorised Brego representative expressly incorporates it. Additional or inconsistent Customer terms have no effect. Nothing in this clause excludes or limits liability for fraud or fraudulent misrepresentation. Except for a change made under clause 19.5 or through an Order or plan change accepted under clause 1.3 or 9.11, and subject always to clause 1.3, no amendment is effective unless it is in writing and signed by authorised representatives of both parties.

19.8 If documents forming the Agreement conflict, they prevail in the following order: (a) mandatory standard contractual clauses or another transfer mechanism, to the extent required by law; (b) applicable Supplier Terms for the data or use to which they apply under clause 6.16; (c) the DPA in relation to Customer Personal Data, subject to clause 15.7; (d) an expressly agreed written amendment, within its stated scope; (e) an applicable Statement of Work in relation to Implementation Services; (f) the applicable Order; (g) applicable Supplemental Terms for their specific subject matter; (h) this MSA; and (i) the AUP, Security Measures and Documentation.

An SLA prevails only for the service levels and remedies expressly covered by it. Support Plan terms and plan descriptions incorporated into an Order form part of that Order; its specific order details prevail over an incorporated standard plan description. An Order, Statement of Work or amendment overrides another document only where it expressly identifies the provision being overridden. Specifying a permission or commercial parameter that this MSA expressly leaves to an Order is not an override for this purpose. Any departure from Brego’s standard contractual terms remains subject to clause 1.3.

19.9 A delay or failure to exercise a right is not a waiver. A waiver is effective only if in writing and applies only to the specific circumstances for which it is given. Rights and remedies are cumulative except where the Agreement expressly states that a remedy is exclusive.

19.10 If a provision is invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its commercial intent, and the remaining provisions continue in force.

19.11 The persons identified in clause 13.9 may enforce that clause under the Contracts (Rights of Third Parties) Act 1999. Except for those rights and any enforcement right expressly granted to an Upstream Licensor under applicable Supplier Terms, a person who is not a party to the applicable Order has no right to enforce the Agreement under that Act or otherwise. The parties may amend, rescind or terminate the Agreement without the consent of any person entitled to enforce clause 13.9 in respect of the rights conferred by that clause.

19.12 The Agreement and any non-contractual obligations arising from it are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute or claim arising out of or in connection with the Agreement, subject to Brego’s right to seek urgent or protective relief elsewhere.