Terms of Use for Valuation Service and Seller Agreement for Auction of Vehicles

Contents

1. Definitions
2. Introduction
3. Services
4. Valuation Services
5. Supply of Vehicles for Auction – Title & Risk
6. Transport of Vehicles
7. Sensitivity, Safety & Security of Vehicles
8. Remarketing & Auction Sale
9. Auction Sales Proceeds: Statement of Account & Payment
10. Termination
11. Confidentiality and Publicity
12. Data Protection
13. Intellectual Property
14. Force Majeure
15. Entire Agreement
16. Severability
17. Limitation of liability
18. Law and Jurisdiction
19. Notices

1 Definitions

“Agreed Fee” means the sum of £100 payable to JPS by the Seller if they elect to remove from JPS’ site a Vehicle during the first or second attempts to sell the Vehicle at auction; such Agreed Fee does not apply if a Vehicle is removed after the conclusion of the second auction in accordance with clause 8.11.

“Auction Services” means either an attempt to sell or the actual sale of Vehicle(s) on behalf of the Seller that from time to time the Seller requests JPS to provide pursuant to this Agreement following a User obtaining a valuation via the Valuation Service.

“Data-wiping Services” means the services to remove personal data stored on Vehicles carried out by JPS on behalf of a Seller pursuant to clause 7.1.

“Hammer Price” means the highest bid placed for a Lot which is accepted by JPS, exclusive of VAT and any other charges.

“Instruction” means any single request from the Seller to JPS to sell specified Vehicles on the Seller’s behalf.

“JPS” means John Pye & Sons Limited, company number 02564753, of James Shipstone House, Radford Road, New Basford, Nottingham, NG7 7EA, jpvehicles@johnpye.com, also trading as “John Pye Auctions”.

“Lot” means any single Vehicle or set of Vehicles.

“Services” means the Valuation Services and Auction Services provided by JPS pursuant to this Agreement.

“Statement of Account” means a statement produced by JPS and provided to the Seller, detailing all Lots entered into each auction, whether the Lots are sold or unsold, where applicable Hammer Prices achieved, deductions for disbursements or additional charges as permitted by these Terms, where applicable Agreed Fee payable, VAT and the sum to be remitted to the Seller.

“Terms” means these terms and conditions which govern the Agreement between the Seller and JPS.

“User” means a person that uses the Valuation Service provided by the Website.

“Valid Identification Documents" means Valid Proof of Address, Valid Proof of Identity and, where applicable, Valid Proof of Trade Status as set out in Appendix 1 hereto.

“Valuation Service” means the service provided on the Website to provide an estimated value(s) for a Vehicle or Vehicles.

“Vehicle” or “Vehicles” means all single or collections of vehicles valued using the Valuation Service and/or supplied by the Seller to JPS to be offered for sale in an auction or other sale operated by JPS as the Seller’s agent.

“Seller” means a User that obtains a Vehicle valuation via the Website and subsequently instructs JPS that they wish to use the Auction Services to sell such Vehicle.

“Website” means the website at https://vehicle.auctionvalue.co.uk.

“Working Day” means a day other than a Saturday or Sunday or a public holiday in England, when JPS is open for business.

“Writing” includes e-mail but not faxes.

2 Introduction

2.1 The Terms apply to the Valuation Service and the Auction Services the Seller has instructed JPS to provide, irrespective of whether the Seller has signified acceptance of the Terms. Each time the Seller asks JPS to provide the Auction Services in relation to a new separate Vehicle constitutes a new and separate Instruction. In connection with the provision of the Auction Services, JPS acts solely as the Seller’s agent. The Seller is obliged to sign the Terms prior to using the Auction Services, and if they decline to do so, JPS is not obliged to perform the Auction Services.

2.2 The trading relationship of the parties pursuant to this Agreement shall commence from the date that a User uses the Valuation Services and may be terminated in accordance with clause 10.

2.3 JPS will subject to these Terms, make available the Valuation Services and carry out the Auction Services in accordance with this Agreement (and any variations to it that we have agreed with the Seller in writing). If there is any conflict between these terms and any other agreement or terms, the Terms will prevail.

2.4 Except as set out in these Terms, no other variation of these Terms, including the introduction of any additional terms and conditions, shall be effective unless agreed in writing signed by JPS.

2.5 Nothing in this Agreement entitles any third party to rely on or enforce any term of this Agreement whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

2.6 If at any time JPS fails to insist that the Seller performs its obligations under the Agreement, or if JPS does not exercise any of its rights or remedies under the Agreement, that will not mean that JPS has waived such rights or remedies and will not mean that the Seller does not have to comply with those obligations. If JPS waives a default by the Seller that will not mean that JPS automatically waives any prior and/or subsequent default by the Seller. No waiver by JPS of any of these Terms shall be effective unless JPS expressly states that it is a waiver and JPS tell the Seller so in writing.

3 Services

3.1 In order to provide the Valuation Services and carry out the Auction Services for the Seller, JPS reserves the right to engage sub-contractors, as deemed necessary without the Seller’s prior approval.

3.2 JPS will use reasonable endeavours to meet any performance dates requested by the Seller, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 JPS shall not be responsible for any failure or delay to provide or perform any of the Services or for any costs or losses sustained or incurred by the Seller arising directly or indirectly from JPS’ failure or delay to provide or perform any of the Services, where such delay is caused by matters beyond JPS’ control (including but not limited to the Seller’s failure to provide, in a timely manner, the information referred to in condition 5 below).

3.4 JPS reserves the right to make changes to the Services which are necessary to comply with any applicable law or safety requirement, or which changes do not materially affect the nature or quality of the Services.

4 Valuation Services

4.1 Use of the Valuation Services is subject to fair and reasonable use.

4.2 The Seller warrants that information and representations they make regarding the Vehicle, not limited to the condition of the Vehicle, is complete and accurate for the purposes of providing the Services and acknowledges that JPS may rely upon it.

4.3 The Valuation Service provides an estimated valuation of the Vehicle based on the details submitted on the Website. The estimate provided is not binding upon JPS, is not a guaranteed price for the Vehicle, is based on current market values for similar vehicles and the details the Seller submitted online, nor is a User bound to utilise JPS’ Auction Services following receipt of a valuation. All valuations obtained via the Valuation Service are valid for a maximum of 7 days from the date and time shown on the valuation provided;

4.4 If the vehicle history check regarding the Vehicle obtained by JPS discloses adverse entries, JPS reserves the right to decline to offer the User the opportunity to use the Auction Services to sell the Vehicle.

4.5 Any vehicle that is reasonably regarded as a classic car, a commercial vehicle, a motorbike or a newly launched make or model, cannot be valued automatically online; in such circumstances, JPS’ team will conduct a valuation offline and supply such valuation to the User.

4.6 If the Valuation Service or a member of our Vehicles’ Team determines that a Vehicle has a value lower than £400 JPS may offer to connect a User with Auto Solutions 2000 Limited (“AS2K”), a group company that provides vehicle recycling services. By accepting our invitation to introduce you to AS2K, the Seller hereby authorises JPS to share its personal data with AS2K, but is under no obligation to use AS2K’s services and such services as may be provided will be subject to a separate agreement between the Seller and AS2K;

4.7 If the Vehicle’s value is £400 or greater, JPS will offer the User the opportunity to use the Auctions Services to sell the Vehicle.

5 Supply of Vehicles for Auction – Title and Risk:

5.1 All Vehicles that the Seller instructs JPS to sell as its agent:

5.1.1 Shall be wholly owned by the Seller; or

5.1.2 the Seller shall have express written authority from the owner to arrange the sale of the Vehicle; and

5.1.3 shall be free from any encumbrances, charges, liens or Retention of Title claims.

5.2 Title in the Vehicle(s) shall remain with the Seller until payment in full has been received by JPS from the buyer or as referred to below in clause 9.3.2.2.

5.3 Risk in the Vehicle(s) shall remain with the Seller until the Vehicle(s) are delivered to JPS’ premises.

5.4 On delivery of the Vehicle(s) to JPS’ premises, all Vehicle(s) shall be securely stored and will be covered by JPS’ insurance policies.

6 Transport of Vehicles

6.1 The Seller shall be responsible for arranging transport of the Vehicles to the specific JPS’ site chosen by JPS and notified to the Seller.

6.2 The Seller is liable for the loading of all vehicles in which the Vehicles are to be transported to JPS’ premises and must ensure that all Vehicles are properly and safely loaded on to vehicles.

6.3 Unless otherwise agreed by JPS in writing a Vehicle shall not be accepted into any auction unless and until the Seller has produced:

6.3.1 the Vehicle to the relevant JPS’ site;

6.3.2 Form V5 in respect of the Vehicle (where available);

6.3.3 any other required fees as specified by JPS in accordance with these Terms;

6.3.4 the keys to the Vehicle;

6.3.5 all other certificates pertaining to the Vehicle which the Seller is reasonably able to produce upon request (including maintenance records); and

6.3.6 the service history if available.

6.3.7 JPS may at its sole discretion refuse to accept any Instruction to sell a Vehicle.

6.4 Prior to delivering Vehicle(s) for sale to JPS’ premises the Seller shall supply JPS by phone or by e-mail or by text message the following information with regard to each Vehicle to be offered for sale:

6.4.1 Make or brand;

6.4.2 Model number and VIN;

6.4.3 Condition and whether the Vehicle starts or not;

6.4.4 Current odometer reading;

6.4.5 Details of any accident damage that has not been repaired; and

6.4.6 A key, if available.

6.5 The Seller also warrants that the documentation and information provided to JPS is complete and accurate for the purposes of providing the Auction Services and acknowledges that JPS may rely upon it. The Seller will indemnify JPS, its servants and agents against any loss or damage suffered by them in consequence of any breach or breaches of the warranties set out in these terms on the part of the Seller.

6.6 Unless agreed otherwise, at least two Working Days before the intended delivery date, the Seller shall contact JPS by e-mail to arrange to deliver Vehicle(s) to JPS’ premises. JPS will make reasonable efforts to facilitate the delivery of Vehicle(s) at a time convenient to the Seller, but the time and date upon which the Vehicle(s) will arrive at JPS’ premises must be agreed in advance with JPS.

6.7 On delivering the Vehicle to JPS’ premises, the Seller must sign a receipt acknowledging that they have left the Vehicle on JPS’ premises and wish to use the Auction Services.

7 Sensitivity, Safety & Security of Vehicles

7.1 Unless otherwise agreed in writing with JPS, the Seller shall be liable to ensure that, where relevant, all Vehicles are wiped of all personal data before such Vehicles are supplied to JPS. Where the Seller requires JPS to undertake data wiping, such service is only provided where physically possible and must be notified to JPS prior to receipt of the Vehicle by JPS. JPS accepts no liability for failure to data-wipe, whether adequately or at all, any devices contained within the Vehicle.

7.2 JPS shall capture its own images in respect of the Vehicle. Any images supplied to JPS by the Seller whilst using the Valuation Service, are used solely for the purpose of assessing the likely condition of the Vehicle.

7.3 The Seller warrants that all Vehicles it supplies to JPS:

7.3.1 are safe for handling by JPS’ staff;

7.3.2 are not cloned or stolen or recorded as scrapped, or have been previously exported out of the UK or designated as an insurance write-off Cat A or B;

7.3.3 bear the correct chassis number (VINs) and registration mark;

7.3.4 are not subject to any third-party interests as detailed in clause 5.1 above; and

7.3.5 may be legally sold in the UK, comply with all relevant health and safety, fire safety and environmental legislation in force at the time the Vehicles are supplied to JPS;

7.3.6 except where explicitly notified to JPS, do not require specialist handling or treatment prior to sale, during transfer or prior to use.

7.4 Any discrepancies between the information supplied by the Seller to JPS’ either whilst using the Valuation Services or pursuant to clause 7.3 shall be notified to the Seller as soon as possible after receipt of the Vehicle(s). Such discrepancies may include: condition, damage to Vehicles or health and safety issues.

JPS shall be under no obligation to accept for sale:

7.4.1 Vehicles that do not conform to the description provided by the Seller when using the Valuation Services;

7.4.2 Vehicles that display adverse entries when an HPI check (or similar check) is carried out in respect of the Vehicle.

7.5 Unless otherwise agreed in writing with JPS, all Vehicles shall be entered into auction with associated branding including, where indicated, the make and model. If requested, JPS may undertake “de-branding” or “de-labelling” in respect of any Vehicle(s) on the Seller’s behalf at an additional cost to be agreed in writing prior to receipt by JPS of those Vehicles.

8 Remarketing & Auction Services

8.1 JPS shall provide the Auction Services to sell the Vehicles via JPS’ online auction platform or at any given JPS’ site, or at the sole discretion of JPS, via any other appropriate sales medium operated by JPS from time to time. The Seller acknowledges that JPS has sole rights to market and sell the Vehicle whilst this agreement is in force and accepts that the Vehicle will not be offered for sale via any other third party, including any sales channels operated by the Seller.

8.2 JPS has sole discretion in selecting the site or sales medium to be used and to maximise realisation opportunities and revenue, may, with the Seller’s agreement, attempt to sell the Vehicle(s) via more than one sales medium during the currency of any Instruction from the Seller.

8.3 JPS does not guarantee exclusivity to any one Seller in any individual auction or sale.

8.4 Without prejudice to clause 11.5, unless otherwise agreed in writing with the Seller JPS shall not disclose the Seller’s identity or the source of the Seller’s Vehicles to be sold save where ordered to do so by legislation, a court of competent jurisdiction, or under the terms of an insurance policy held by JPS, or by any other governmental or regulatory body.

8.5 Subject to these terms, and unless otherwise agreed in writing with the Seller, JPS will not charge the Seller remarketing and auction sales activity costs incurred.

8.6 When providing the Auction Services JPS will recommend a reserve for the Vehicle based on the figures produced by the Valuation Service and the Vehicle’s actual condition when it is delivered to JPS’ premises. In the event that the Seller disagrees with the reserve proposed by JPS, JPS is not under an obligation to enter a Vehicle into auction at a reserve that it does not believe to be achievable. In any event, where a Vehicle does not sell in the first auction, the Vehicle’s reserve will not be increased at the second auction. The Seller agrees that it shall not place bids, or arrange for a third party to do so, in respect of Vehicles it has supplied to JPS for sale at auction.

8.7 Any Vehicles valued or supplied in a condition that does not correspond with the representations made by the Seller whilst using the Valuation Service, or with a grading below auction suitability standard may be:

8.7.1 returned to the Seller; or

8.7.2 (for Vehicles supplied by non-consumers) scrapped by JPS at the Seller’s instruction and, if scrapped, may be subject to a cost level scrappage fee, to be decided by JPS and deducted from the self-billing Statement of Account of auction sales proceeds,

such circumstances will be notified to the Vendor during preparation of sale processing. JPS may offer to introduce the Seller to AS2K, which company may attempt to sell Vehicles or otherwise recycle them, prior to scrapping them.

8.8 The Seller’s attention is also drawn to clause 9.4.1 below.

8.9 Unless otherwise agreed in writing between the parties, all Vehicles supplied by the Seller are offered for sale by JPS on a “sold-as-seen basis”. No warranties or guarantees are implied or expressly offered and those implied by statute are expressly excluded where it is possible to do so.

8.10 JPS reserves the right to refuse to enter into an auction or to remove any Vehicles offered for sale in a live auction where it considers appropriate, or where ordered to do so by a court of competent jurisdiction, or upon receipt of a request from any other governmental or regulatory body, or where the warranties given by the Seller in clause 7.3 have been breached.

8.11 Where a non-consumer Seller wishes to withdraw a Vehicle from an auction, JPS reserves the right to charge the Agreed Fee (plus VAT). This clause shall apply whether the Vehicle has been prepared for sale or not, and whether the auction is live or not, but does not apply to consumer Sellers or after attempts to sell a Vehicle have been made in two previous auctions and such attempts are complete.

8.12 The Seller hereby acknowledges and accepts that Vehicles in the custody of JPS (whether in a live auction or prior to entry into auction) may be seized by a third party pursuant to a court order, or by a governmental or regulatory body, and in such circumstances JPS shall not be liable for any losses of any type suffered by the Seller caused by the seizure of such Vehicles.

8.13 The Seller shall indemnify and keep indemnified JPS for all liabilities, costs, claims, expenses, damages, losses, charges, fees, fines (including but not limited to any direct, indirect or consequential losses, loss of profit, reputation and all interest, penalties and legal costs (on a full indemnity basis) and all other professional costs and expenses) suffered, incurred or paid by JPS due to the seizure of Vehicles by a third party, including but not limited to the costs of recovering the Vehicles and/or refunding sums paid to JPS by its customer where an auction for the Vehicles has concluded before seizure occurs.

9 Auction Sales Proceeds: Statement of Account & Payment

9.1 After completion of an Instruction, and only once payment in full has been made to JPS of the sums due from the purchaser of the Vehicles, JPS shall:

9.1.1 provide the Seller with a Statement of Account; and

9.1.2 within 7 days of receiving payment for the Vehicle from the Buyer make payment to the Seller of the sum shown on the Statement of Account, once the permitted deductions have been made, plus VAT (at the prevailing rate) where applicable.

9.2 [Not applicable to consumer Sellers] Alternatively, if agreed in writing between the parties, JPS shall make periodic payments to the Seller of the sums raised through auction sales’, less Agreed Fee, disbursements, any applicable additional charges authorised pursuant to these Terms and VAT (at the prevailing rate) either by way of interim payment(s) or at the end of each separate Instruction.

9.3 Any Vehicles unsold (or which the buyer has not paid for in full) at the first attempt, shall be automatically entered into a second and subsequent auction unless the Seller instructs JPS otherwise, and the sale proceeds will be accounted for on the following Statement of Account.

9.3.1 Any Vehicle(s) unsold at the second attempt, JPS may, at the Seller’s instruction, enter the Vehicle into a further and subsequent auction, but only on condition that such Vehicle(s) are entered without reserve.

9.3.2 If the Seller fails to remove an unsold Vehicle from JPS’ premises following completion of two or three attempts (as agreed) at sale, or in circumstances where the Seller has elected not to continue attempts to sell the Vehicle in JPS’ auction:

9.3.2.1 (does not apply to consumer Sellers) within 4 Working Days of JPS notifying the Seller of an unsold Vehicle, the Seller will be responsible for any removal, storage and/or insurance expenses relating to the Vehicle as notified by JPS; or

9.3.2.2 (does not apply to consumer Sellers) within 10 Working Days of JPS notifying the Seller of an unsold Vehicle, JPS may sell the Vehicle at public auction without reserve and deduct from the Hammer Price any sum owing to JPS including removal, storage and insurance expenses, the Agreed Fee (together with any VAT chargeable thereon), Seller’s commission on the second auction and all other reasonable expenses before remitting the balance (if any) to the Seller, storage fees shall be charged at a rate of £21 plus VAT per day or part thereof.

9.4 If any Vehicle is not sold after either the number of attempts at sale agreed at the start of the Instruction, or pursuant to clause 9.3, have been completed, it shall be the responsibility of the Seller to collect the Vehicle(s) at its own cost from JPS within 7 days of completion of the Instruction. Such collection date and time must be agreed in writing prior to collection taking place. Any such collections must be undertaken with the correct Seller references and documentation supplied.

9.4.1 Should the Seller fail to collect a Vehicle after receiving notice to do so from JPS for any reason, JPS may elect to scrap the Vehicle or sell it to an authorised treatment facility or by way of public auction and will hold the sale proceeds from doing so (if any) on trust for the Seller.

9.5 All money, excluding any interest that may accrue thereon, we hold for the Seller in a client account belongs to the Seller. As such, these sums are a debt owed to the Seller by the relevant bank and not by JPS. If the bank holding our client account funds fails, the Seller’s claim is against the bank and not against JPS or any individual Director or member of JPS. JPS holds client account funds with a range of authorised banks and monitors the security of the funds as far as we are reasonably able to. If a bank fails and the Seller is an individual or a small company, they may be entitled to help under the Financial Services Compensation Scheme. Please contact us for further information about where the Seller’s funds are held, if required.

9.6 No interest paid on monies held in our client account is released to Sellers. A balance of monies held can be requested in writing at any time.

9.7 All sums paid to Sellers and stated in invoices will be expressed in GBP unless otherwise agreed in writing signed by JPS. JPS is not liable for any bank charges that the Seller may incur, or variations in exchange rates, as a result of receiving payments from JPS into a non- sterling bank account.

9.8 We may also exercise a lien (a charge) over any Vehicles in our possession until all fees and any other expenses are paid for all Services we have carried out on the Seller’s behalf. This will apply to any Vehicles we hold on behalf of any member of the Seller’s group or anyone instructing JPS jointly with the Seller.

9.9 Where JPS resolves to pay a refund to its customer in respect of a Vehicle bought at auction (“Refund”) because the Vehicle sold to the customer is discovered:

9.9.1 to be cloned; and/or

9.9.2 to be stolen; and/or

9.9.3 to have been misdescribed by the Seller on any communication with JPS, (misdescription may include, but is not limited to, incorrect quantities of Vehicles, condition of Vehicles, make or model of Vehicles, the value of Vehicles and/or the current odometer reading supplied); and/or

9.9.4 to be subject to a manufacturer’s recall; or

JPS in its absolute discretion elects to provide a refund to the buyer for any other legitimate reason, and

without prejudice to any other right or remedy that JPS may have, JPS may do any one or combination of the following:

9.9.4.1 Where JPS has already accounted to the Seller pursuant to clause 9.1, JPS reserves the right to recover a sum equal to the Refund from the Seller, including, if appropriate, taking legal proceedings; and/or

9.9.4.2 Where JPS is holding funds on behalf of the Seller, JPS reserves the right to deduct a sum equal to the Refund from the funds held without first obtaining the Seller’s authority; and/or

9.9.4.3 Where JPS is holding unsold Vehicles on behalf of the Seller, JPS reserves the right, after the sale of those Vehicles, and prior to accounting to the Seller pursuant to clause 9.1 in respect of the sale proceeds, to deduct a sum equal to the Refund from the sale proceeds.

9.10 JPS' decision to pay a Refund for any reason including (but not limited to) those referred to in clauses 9.9.1, 9.9.2., 9.9.3 and/or 9.9.4, shall be final and in its absolute discretion, save in the case of manifest error.

10 Termination

10.1 Either party may terminate the Agreement with immediate effect by giving written notice to the other if:

10.1.1 the other is or appears to be unlikely to be able to pay its debts or becomes insolvent as defined in s.123 Insolvency Act 1986; or

10.1.2 the other party has materially breached any of the terms of the Agreement and this cannot be remedied, or, if it can be remedied, is not so remedied within 14 days of receipt of a notice requiring the breach to be remedied.

10.2 In the event of termination pursuant to 10.1 at the sole discretion of JPS:

10.2.1 where preparation of Vehicles for auction has already commenced as at the date of notice of termination, preparation of such Vehicles for auction and/or the auction of such Vehicles may continue to its conclusion; and/or

10.2.2 where an auction of Vehicles is live as at the date that notice of termination is served, such auction may be ended prematurely and not continue to its conclusion.

10.3 In the event of termination of this Agreement by the Seller, JPS may exercise the lien referred to at clause 9.8 and retain any Vehicles in its possession until the Seller has paid all our fees and expenses due up to the point of termination.

10.4 If either party terminates the Agreement JPS will send to the Seller a final Statement of Account in respect of the Auction Services, it has completed. Unless agreed otherwise, neither party will incur any further obligation to the other after the Agreement ends. However, terminating this Agreement will not affect either party’s rights, remedies, obligations or liabilities that exist at the time the Agreement is terminated. Any term of this Agreement that is intended to come into force, or to continue, when or after this Agreement ends will remain in full force and effect, including, but not limited to, clause 17 of these terms concerning limitation of liability.

10.5 If at termination of this Agreement any unsold Vehicles remain at JPS’ premises, it shall be the responsibility of the Seller to collect those Vehicles at its own cost from JPS within 14 days of termination. Such collection date must be agreed in writing prior to collection taking place. Any such collections must be undertaken with the correct consignment or case references and documentation supplied.

11 Confidentiality and Publicity

11.1 JPS will keep confidential all information (whether provided orally, in writing or in any other form), which the Seller provides in connection with an Instruction. JPS may elect to use any skill, know-how or methodologies employed in providing and performing the Services for other Seller and in particular, JPS shall, subject to complying with its obligations under this section, be free to act for sellers whose interests compete with or oppose yours without having to obtain your consent to it so doing.

11.2 The Seller will keep confidential any commercial know-how, methodologies or technology and any specifications, processes or initiatives which are of a confidential nature and have been disclosed to you by us (including by any employees, agents or sub- contractors of JPS) and any other confidential information concerning JPS, its business, products and services which may be provided during an Instruction.

11.3 Where they are not private individuals, JPS may refer to its seller clients by name in proposals or other similar submissions made to prospective sellers without obtaining the Seller’s permission, unless you write to us expressly prohibiting such disclosure.

11.4 All reports, advice and/or other services provided to the Seller by JPS are provided solely for use in connection with the provision of the Valuation and Auction Services. No responsibility whatsoever is accepted by JPS for any consequences arising from any reliance upon our Services by any person other than the Seller.

11.5 The provisions in this clause 11 restricting disclosure of confidential information shall not apply to any information which:

11.5.1 is or becomes public knowledge other than as a consequence of breach of these terms;

11.5.2 is disclosed to our auditors, insurers or in connection with potential litigation;

11.5.3 is already in the possession of the other party without restriction before the date of receipt from the disclosing party; or

11.5.4 is required to be disclosed by any applicable law, regulatory authority or order of a court of competent jurisdiction or enforceable request of any recognised stock exchange or other competent authority (including HM Revenue and Customs).

11.6 This clause 11 shall survive the termination or expiry of each and every Instruction.

12 Data Protection

12.1 Unless the context otherwise irrespective of the place of residence of any relevant individuals, the terms “Personal Data”, “Process”, and “Processing” shall have the meaning given to them in applicable Data Protection Laws. Data Protection Laws means (a) the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003; (b) the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), until such time as it might cease to apply in the UK; and (c) to the extent applicable, any legislation ratifying or otherwise adopting the GDPR in the UK, and (d) any applicable associated or supplementary data protection laws or regulations, codes of practice and other guidance issued by any supervisory authority each as updated, amended or replaced from time to time.

12.2 Where the User/Seller is a business, each party shall at all times comply with all applicable Data Protection Laws in relation to their provision or receipt of the Services and performance of their obligations under this Agreement.

12.3 Where the User/Seller is a business, each party may collect, store, and Process contact Personal Data (such as name, work email address, telephone/mobile work number, and work address) of the other party and/or its employees and/or agents for the sole and express purposes of the performance of this Agreement. Such collection and Processing shall be carried out in accordance with the collecting party’s privacy policy and the other party’s express instructions. Furthermore, each party shall comply at all times with its respective obligations under the provisions of the applicable Data Protection Laws and shall not perform its obligations under this Agreement in a manner that causes the other party to breach any of its applicable obligations under the aforementioned laws.

12.4 JPS’ privacy policy for the Valuation Services can be found at: our Privacy Policy; JPS’ privacy policy for the Auction Services can be found at: https://johnpyevehicles.co.uk/Home/PrivacyPolicy.

12.5 JPS will ensure that all appropriate technical and organisational measures are taken to protect any Personal Data supplied to JPS by the Seller against unauthorised or unlawful Processing, accidental loss, destruction or damage, including when we sub-contract any Processing (for example, in the case of external storage of data). The Seller confirms that we may, where appropriate, engage independent contractors for data and file storage, back-up, destruction in accordance with the foregoing.

12.6 We may from time-to-time use the contact details the Seller and its representatives have provided to us to send invitations, marketing materials, updates or other publications that we feel may be of interest and to organise associated events as well as business meetings. Should any individuals not wish to receive marketing communications, please notify your contact at JPS.

12.7 The Seller agrees that where necessary it has obtained any appropriate consents from individuals, in connection with the above-described categories of processing, before providing us with Personal Data.

12.8 It is also a term of each and every Instruction that any Personal Data supplied by JPS to the Seller about our employees and/or any third parties may only be used for the express purposes for which that information is provided.

13 Intellectual Property

13.1 The Intellectual Property Rights in all materials provided to the Seller or otherwise generated during the course of carrying out the Services shall remain the property of JPS. No report, document or publication produced by us (in whatever form) may be reproduced, in whole or in part, without our prior written consent.

14 Force Majeure

14.1 Neither JPS nor the Seller shall be liable for any delays or non- performance of its or their obligations directly or indirectly resulting from circumstances or causes beyond its reasonable control (Force Majeure Event’) including (without limitation):

14.1.1 acts of God, flood, drought, earthquake or other natural disaster;

14.1.2 epidemic, pandemic or other public health crisis;

14.1.3 terrorist attack, civil war, civil commotion or riots, war, threat or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations;

14.1.4 nuclear, chemical or biological contamination or sonic boom;

14.1.5 any law or action taken by a government or public authority, including without limitation, imposing export or import restrictions, quota, or prohibitions, or failing to grant a necessary licence or consent;

14.1.6 collapse of building, fire, explosion or accident;

14.1.7 any labour or trade disputes, strikes, industrial action or lockouts;

14.1.8 non-performance by suppliers or subcontractors (including by any haulier); or

14.1.9 interruption or failure of utility service.

14.2 In such circumstances, both parties shall take reasonable steps to minimise any delay. The time for performance by JPS and/or the Seller shall be deemed to be extended for the period that any of the above continues.

15 Entire Agreement

15.1 These terms and any agreed written variations thereto, set out the entire agreement between JPS and the Seller and supersede all prior representations, agreements, negotiations or understandings, whether oral or in writing, other than any misrepresentation which is made fraudulently.

15.2 By continuing to instruct JPS you confirm that you accept these terms which form the contract between JPS and the Seller (the ‘Agreement’) to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

16 Severability

16.1 If a court of competent jurisdiction or administrative body (for example, a tribunal or ombudsman) decides that any of these terms is void, illegal or otherwise unenforceable, this will not affect the other terms which will survive unaffected and continue to apply with full force and effect.

16.2 If a court or administrative body decides that any part of these terms is void, illegal or otherwise unenforceable but would be valid or could be enforced if some part of the terms were modified or deleted, the term (or terms) in question shall be modified to the extent necessary and the remaining terms will survive unaffected.

17 Limitation of Liability

17.1 Nothing in these terms shall limit or exclude JPS’ liability for:

17.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or sub-contractors;

17.1.2 fraud or fraudulent misrepresentation; or

17.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

17.2 [Not applicable to consumer Sellers] JPS will not under any circumstances (under contract, tort (including negligence), statute, or otherwise) even if foreseeable be liable for:

17.2.1 any indirect, special or consequential loss; or

17.2.2 any of the following types of loss, whether the loss is direct, indirect or consequential: loss of profit, loss of business, loss of chance, loss of income or revenue, loss of, or corruption or damage to information or data, loss or damage to goodwill, wasted management or office time, loss arising from third party claims or loss of any anticipated saving or benefit that the Seller or any other person suffers as a result of or in connection with:

17.2.2.1 use of or inability to use the Valuation Service,

17.2.2.2 use of or inability to use our Website,

17.2.2.3 use of or reliance on content shown on our Website or provided as part of the Valuation Service;

17.2.2.4 an Instruction.

17.3 JPS’ maximum total liability (including that of our consultants, sub-contractors or agents) whether in contract, tort (including negligence), breach of statutory duty, or otherwise arising out of or in connection with an Instruction provided will be limited to £5,000,000 (including interest and costs).

17.4 The limitations of liability in this clause 17 will apply regardless of any express or implied term or condition contained in any other agreement between us, or any warranty or representation we make (subject to condition 16.1 above).

17.5 As far as is allowed by law, our shareholders, directors, members, employees, consultants and agents do not have any separate or individual responsibility or liability whatsoever for any loss or damage the Seller or any third party suffers. Anyone carrying out work for the Seller will be entitled to the protection of all the limitations, exclusions, qualifications and defences that are available to them.

17.6 If, or to the extent that, any of these Terms (as amended from time to time in writing by JPS) are Terms to which any of the provisions of the Unfair Contract Terms Act 1977 or the Supply of Goods and Services Act 1982 or any consumer legislation or any subsequent modification or re-enactment thereof apply then such Terms shall be enforceable only to the extent permitted by those Acts or their subsequent modification or re-enactment and these Terms shall be construed accordingly.

18 Law and jurisdiction

18.1 These terms will be governed and interpreted in accordance with English law, and any disputes will be dealt with exclusively in the English courts under English law.

18.2 No party may commence any court proceedings or arbitration in relation to any dispute arising out of the Contract until it has attempted to resolve the dispute via mediation and either the mediation has terminated or the other party has declined or failed to participate in mediation, provided that the right to issue proceedings is not prejudiced by a delay.

18 Notices

18.1 All notices given by either party under this Agreement must be in writing and must be personally delivered or sent by post or by e-mail to the party’s registered office address or to the e-mail address of the recipient party set out above (or as agreed by us from time to time). A notice will be taken to have been delivered:

18.1.1 if it has been sent by e-mail or delivered by hand on the same date it has been sent; or

18.1.2 if it has been sent by post, two working days after the date of posting by first class.

Revised: 11 August 2026

Appendix 1 — Valid Identification Documents

All identification documents provided must be current, i.e. not expired and match the details on the Seller’s account

All Sellers and company representatives must provide one form of identification from each of Column A and Column B