Dealer terms and conditions for the A3 EV grant funding programme

Page contents:

Parties
Introduction
Schedule 1 definitions and interpretations
- Definitions
- Interpretation
Schedule 2 Dealership obligations

Surrey County Council Electric Towns & Cities Initiative - Guildford dealership Terms and Conditions

Version 1

Parties

(1) SURREY COUNTY COUNCIL of 11 Woodhatch Road, Cockshot Hill, Reigate RH2 8EF ("SCC");

and

(2) THE DEALERSHIP whose name and details are set out in the Dealership application form ("Dealership")

each a "party" and together the "parties" agree as follows

Introduction

A. National Highways are the body responsible for the Strategic Road Network including the A3 as it passes through Guildford, Surrey.

B. A section of the A3 that runs through Guildford has the highest recorded nitrogen dioxide concentration anywhere on the Strategic Road Network, which makes it a high priority problem for National Highways to address.

C. Under the "Electric Towns and Cities Initiative – Guildford" (or "ETCIG"), the partnership of National Highways, Surrey County Council and Guildford Borough Council intend to implement a package of measures to improve air quality and achieve compliance with limit values for nitrogen dioxide in the shortest possible time.

D. SCC, with grant funding provided by National Highways, intends to provide Applicants, who regularly drive diesel light commercial vehicles on the A3 as it passes through Guildford, with a grant for the purpose of purchasing an Electric Light Commercial Vehicle.

E. National Highways, Surrey County Council and Guildford Borough Council have agreed that SCC will be responsible for the day-to-day operation of the Electric Towns and Cities Initiative – Guildford including the Electric Light Commercial Vehicle Grant Scheme.

1 Acceptance, commencement and term

1.1 By ticking the online box https://customer.surreycc.gov.uk/etci-dealership-application and clicking the "Submit Application" button the Dealership accepts and agrees to the terms and conditions in this Agreement.

1.2 This Agreement shall come into force on the Commencement Date.

1.3 This Agreement shall expire at the end of the period that is the earlier to occur of:

(a) the closure of the ETCIG;

(b) the funds available through the ETCIG being exhausted; or

(c) early termination in accordance with this Agreement.
1.4 The Dealership accepts that by submitting an application it will be deemed to:

(a) have read, understood and accept the terms and conditions of this Agreement; and

(b) this Agreement constitutes a legally binding contract pursuant to which the Dealership by its Application has offered and SCC accepts and appoints the Dealership to perform its obligations set out in this Agreement in accordance with the terms and conditions herein;

(d) no other terms and/or conditions shall be incorporated into this Agreement.

1.5 For the avoidance of any doubt, all terms and conditions which are proposed by the Dealership at any stage of the contracting process or in any other documentation provided by the Dealership are expressly rejected by SCC and shall have no force or effect.

2 Appointment and accreditation

2.1 Dealership is appointed as an Accredited Dealership once it has satisfied the Dealership Accreditation Criteria and submitted a valid application to be an Accredited Dealership under the ETCIG Scheme.

2.2 The Dealership represents and warrants that it shall meet and comply with the Dealership Accreditation Criteria for the duration of this Agreement and that the responses it provided to SCC's due diligence enquiries remain true, accurate and complete.

2.3 The Dealership's appointment as an Accredited Dealership is on a non-exclusive basis.

2.4 The parties acknowledge that the terms of this Agreement shall apply for the particular site specified in the Dealership Information and that it is an SCC requirement that the Dealership shall enter into separate agreements in respect of any other Dealership sites.

3 Dealership obligations

3.1 The Dealership hereby agrees to:

(a) undertake and perform all Dealership Obligations as described in Schedule 2 at or by the times specified in Schedule 2;

(b) at all times perform its obligations under this Agreement in good faith and accordance with Good Industry Practice, Regulatory Requirements and Law;

(d) take reasonable care to organise and control its affairs responsibly and effectively, with adequate risk management systems;

(e) maintain adequate financial resources;

(f) observe proper standards of market conduct;

(g) pay due regard to the interests of all Applicants and treat them fairly;

(h) take reasonable care to ensure the suitability of its advice and discretionary decisions for any Applicant who is entitled to rely upon its judgment; and

(i) deal with its regulators in an open and cooperative way, and must disclose to the appropriate regulator appropriately anything relating to the Dealership of which that regulator would reasonably expect notice.

3.2 The Dealership agrees to hold all monies received by it by way of any Electric Vehicle Grant for use by any Approved Applicant on trust for SCC until such time as (i) the Approved Applicant completes its purchase of the applicable Electric Light Commercial Vehicle and (ii) the keys and vehicle registration documents are provided to the Approved Applicant by the Dealership ("Completion"). Immediately following Completion, the Dealership is authorised by SCC to release the applicable Electric Vehicle Grant from such trust and to use such monies to process the purchase of the relevant Electric Light Commercial Vehicle. If Completion does not for any reason occur within 2 Working Days of the relevant Electric Vehicle Grant monies being paid by SCC to the Dealership, the Dealership shall within 1 Working Day return such Electric Vehicle Grant monies in full (without deduction or set off) to SCC.

3.3 In performing their respective obligations under this Agreement, each of SCC and the Dealership shall liaise and cooperate with each other (and in the case of the Dealership, as more particularly set out in Schedule 2 (Dealership Obligations)).

3.4 The Dealership shall use all Electric Vehicle Grants which are received by it from SCC on behalf of an Approved Applicant as a contribution to the purchase price of the Electric Light Commercial Vehicle which the Approved Applicant has applied to SCC for an Electric Vehicle Grant to purchase. In so doing, the full value of the Electric Vehicle Grant shall be deducted by the Dealership from the price of the applicable Electric Light Commercial Vehicle which remains payable by the Approved Applicant. As such, the Dealership agrees with SCC that the applicable Electric Light Commercial Vehicle will be sold by the Dealership to the applicable Approved Applicant net of the full value of any such Electric Vehicle Grant.

3.5 The Dealership shall sell all Electric Light Commercial Vehicles which are purchased by an Approved Applicants with the benefit of an Electric Vehicle Grant to the applicable Approved Applicant (or the finance company who is providing the Approved Applicant with finance to fund the rest of the purchase price of the Electric Light Commercial Vehicle) with Full Title Guarantee.

3.6 The Dealership shall not carry out any act or omit to do anything which has or could reasonably be expected to have an adverse impact on the functionality or security of the ETCIG, information and/or details relating to any Applicants or any of the SCC Data.

3.7 If the Dealership receives any written or oral notice from an Approved Applicant for settlement or cancellation of any Application and/ or any Dealership – Applicant Agreement then it shall immediately notify SCC. In such circumstances, the Dealership shall return any funds that it has received and/or receives by way of an Electric Vehicle Grant for any such Approved Applicant within 2 Working Days of receipt of any such notice from an Approved Applicant. In addition, the Dealership shall provide all necessary and reasonable assistance to enable SCC to respond to and act upon such notification.

3.8 Each Electric Light Commercial Vehicle sold by a Dealership to an Approved Applicant and in respect of which an Electric Vehicle Grant is paid by SCC under the terms of this Agreement shall conform to the specification of any Electric Light Commercial Vehicle which has been ordered by an Approved Applicant (rather than simply being purchased from stock), conforms to the approved applicants specification including any ancillary equipment be new at first registration, be undamaged, be otherwise in a roadworthy condition, sold with the benefit of any applicable manufacturer's or dealership's warranty and all warranties capable of being implied by law (including those relating to satisfactory quality and fitness for purpose), shall comply with applicable Law and shall be sold in accordance with the terms of this Agreement.

3.9 Following the part exchange of any Qualifying Diesel Vehicle, the Dealership is not permitted to re-sell such Qualifying Diesel Vehicle to the Approved Applicant or any of its Affiliates nor may it agree or enter arrangements for such Qualifying Diesel Vehicle to be used or hired by the Approved Applicant or any of its Affiliates.

3.10 Any referral of prospective Applicants to SCC by the Dealership shall take place in accordance with the provisions of this Agreement and the ETCIG Marketing Guidelines.

3.11 The Dealership agrees that it shall be liable to meet from its own resources all and any expenses and/or liabilities which may be incurred by the Dealership in discharging its obligations under or in connection with this Agreement.

3.12 SCC provides no guarantee as to the number or volume of Applicants that may purchase vehicles from the Dealership, nor the value or quantum of any Electric Vehicle Grants that may be payable to the Dealership. SCC provides no guarantee or assurance in respect of the credit worthiness of any Applicant. In addition, Personnel shall not conduct any negotiations with any Applicant which may give rise to a liability for SCC.

3.13 The Dealership shall act on its own account and at its own risk as an independent contractor and shall be solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any transaction it enters into with an Applicant, including as to:

(a) the financial condition, status and nature of each Applicant;

(b) the condition, value or status of any Qualifying Diesel Vehicles or Electric Light Commercial Vehicle; and

(c) the legality, validity, effectiveness, adequacy or enforceability of any contract or other agreement, arrangement or document entered into by the Dealership with any Applicant,

and, notwithstanding any other provision of this Agreement, the Dealership shall have no recourse whatsoever to SCC in relation to the same, including for the avoidance of doubt for any total or partial loss it may make in connection with any transaction with an Applicant.

4 Electric vehicle grant process and payment

4.1 SCC shall pay each Electric Vehicle Grant payment to the Dealership following completion of SCC's approval processes and not less than 2 working days before the Electric Light Commercial Vehicle completion date.

4.2 SCC shall have the right to issue updates and amendments to the Electric Vehicle Grant Process and Dealership Obligations from time to time at its discretion.

4.3 Without prejudice to the provisions and requirements of the Dealership Obligations:

(a) the Dealership hereby confirms that the bank account provided to SCC for any and all payments from SCC to the Dealership is a UK account in the Dealership's name;

(b) the parties hereby acknowledge and agree that in each case where an Electric Vehicle Grant is approved for payment by SCC, SCC shall pay the value of the Electric Vehicle Grant which is due to an Approved Applicant to the Dealership who will receive such payments for and on behalf of the relevant Approved Applicant;

(c) the Dealership shall apply the value of the Electric Vehicle Grant solely to the Invoice Price of the Electric Light Commercial Vehicle, exclusive of the cost of any additional products and/or services supplied by the Dealership to the relevant Approved Applicant. Any additional options or services provided by or undertaken by the Dealership to or on behalf of the Approved Applicant shall be invoiced separately by the Dealership to the Approved Applicant by way of the Dealership - Applicant Invoice;

(d) all such payments made by SCC to the Dealership shall be in full and final settlement of any SCC payment liabilities to the Approved Applicant and the Dealership. The parties agree that receipt by the Dealership of the value of an Electric Vehicle Grant shall constitute deemed receipt by the Approved Applicant of such Electric Vehicle Grant. Every reference in this Agreement to such payments being made by SCC to the Dealership (or references to repayments of an Electric Vehicle Grant) shall be deemed to be references to payments being made by SCC to the Dealership (or to be repaid by the Dealership, as the case may be) acting on behalf of an Approved Applicant as the case may be.

(e) the Dealership acknowledges that the relationship between an Approved Applicant and SCC, including but not limited to the applicable provisions relating to payment of the Electric Vehicle Grant by SCC to the Dealership on behalf of the Approved Applicant, is governed by the Applicant Terms and Conditions.

5 Commission and other payments

5.1 The Dealership will not be entitled to charge SCC for undertaking its role under this Agreement. The parties agree that no fee, commission or any equivalent, or any other payment shall be due from or made by SCC to the Dealership or any Related Parties under the terms of this Agreement.

5.2 The Dealership undertakes that any value for the part exchange of a Qualifying Diesel Vehicle shall feature in the Dealership-Applicant Invoice. The Dealership shall not at any time pay cash and/or offer any payment in kind or equivalent form of consideration to an Approved Applicant for the part-exchange of a Qualifying Diesel Vehicle.

5.3 The Dealership will not be entitled to charge the Approved or prospective Applicants any fee for administration or equivalent for administering or processing the Electric Light Commercial Vehicle Grant. The Dealership shall not at any time request cash or invoice the Approved Applicant for processing or administering the Electric Vehicle Grant.

6 Vehicle returns and electric vehicle grant repayments

6.1 In the event that an Approved Applicant returns an Electric Light Commercial Vehicle to the Dealership:

(a) for any reason, within any Cooling Off Period; or

(b) where such Electric Light Commercial Vehicle is faulty or defective, at any time within 12 months of the Approved Applicant taking possession of the same,

the Dealership shall within 10 Working Days of the date of the return repay, without set off or deduction, the full amount of the relevant Electric Vehicle Grant to SCC.

7 Personnel

7.1 Details of the Dealership Representative are set out in the Dealership Information. Details of the Dealership Core Team are to be provided to SCC by the Dealership upon request. The Dealership shall promptly inform SCC of any changes or updates to the Dealership Representative and the Dealership Core Team.

7.2 The Dealership shall arrange for the Dealership Representative and the Dealership Core Team to complete the necessary Training as required by SCC from time to time.

7.3 The Dealership shall ensure that the Personnel abide by all of the provisions of this Agreement which impose obligations on them and/or the Dealership and such obligations will be performed by a sufficient number of appropriate experienced, qualified, competent, trained and efficient Personnel.

7.4 The Personnel shall as the context requires be regarded at all times as employees, agents or subcontractors of the Dealership and no relationship of employer and employee shall arise between SCC and any Personnel under any circumstances regardless of the degree of supervision that may be exercised over the Personnel by SCC.

8 Warranties and undertakings

8.1 The Dealership represents, warrants and undertakes to SCC on the date of this Agreement that the person who has accepted the terms and conditions of this agreement by ticking the online box and clicking the "Submit Application" button is duly authorised to do so by the Dealership.

8.2 The Dealership represents, warrants and undertakes to SCC that on the date of this Agreement and at all times during the Term:

(a) any information it provides to SCC from time to time is complete and accurate in all material respects as at the date it is provided and is not misleading in any respect and that it shall promptly inform SCC if any such information ceases to be accurate;

(b) it is validly existing under the laws of England and Wales and it has and will continue to have the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder and to conduct its business as it is presently being conducted;

(c) there are no grounds for, actions, suits or proceedings or regulatory investigations pending or, to its knowledge, threatened against or affecting it before any court or administrative body or arbitration tribunal that might affect the ability of the Dealership to meet and carry out its obligations under this Agreement.

9 Intellectual property rights

9.1 The parties agree that all Intellectual Property Rights, in the ETCIG Materials belong to and shall remain vested in SCC.

9.2 SCC hereby grants to the Dealership a non-exclusive, royalty free, non-transferrable, sub licensable, irrevocable licence to use the ETCIG Materials in connection with and for the purposes of performing its obligations under this Agreement including for the purposes of:

(a) communicating with potential and current Applicants; and

(b) business development activities, including side promotions and marketing in accordance with the ETCIG Marketing Guidelines.

9.3 The Dealership hereby expressly agrees not to use, reproduce, disseminate or otherwise deal with the ETCI Materials in any manner or form or in any media without obtaining SCC's prior written consent. If SCC's consent is given pursuant to this clause the Dealership agrees to comply with the terms of use of the ETCIG Materials in force from time to time, which SCC shall provide to the Dealership upon request.

9.4 The Dealership hereby grants to SCC and its Affiliates a non-exclusive, royalty free, non-transferrable, sub-licensable, irrevocable licence to use the Dealership's Materials in connection with and for the purposes of performing its obligations under this Agreement including for the purposes of:

(a) communicating with potential and current Applicants; and

(b) business development activities, including side promotions and marketing.

9.5 The Dealership shall, subject to prior written consent for any shorter notice period (not to be unreasonably withheld or delayed) provide SCC with not less than 30 Working Days' prior written notice of any change to the Dealership's Materials.

9.6 In the event of the termination or expiry of this Agreement, the licences granted pursuant to clause 9.2 and 9.4 and any sub-licences granted by SCC shall terminate automatically on the date of such termination or expiry.

10 Publicity, marketing and media

10.1 The Dealership shall at all times comply with, and carry out the obligations detailed in, the ETCIG Marketing Guidelines. The Dealership acknowledges and agrees that SCC shall have the right to update or amend the ETCIG Marketing Guidelines from time to time at their discretion.

10.2 Subject to clause 10.1, the Dealership shall not:

(a) make or authorise any public or private announcement or communication concerning this Agreement; or

(b) refer to or use any business name or trademark of SCC, without the prior written approval of SCC.

10.3 All announcements concerning this Agreement will be approved by SCC and where required by SCC the parties shall seek to agree a joint communication plan.

10.4 The Dealership shall promptly inform SCC of any enquiries, questions or requests for media responses from any member of parliament, other elected representative or any media organisation.

11 Regulatory compliance

11.1 The Dealership represents and warrants as at the Commencement Date that:

(a) it is FCA Authorised or exempt from FCA Authorisation under section 39 FSMA (on the basis that it is an appointed representative of an FCA Authorised principal firm), and that it has holds all necessary approvals and documentation; and

(b) it holds and has in place all of the required approvals, consents, licences, authorisations, processes and documentation in relation to money laundering as may be required by The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.

11.2 The Dealership shall at all times conduct all business pursuant to this Agreement in accordance with any rules, codes of practice or guidance issued by any Regulatory Body or by any Law. In addition the Dealership undertakes throughout the Term to maintain and keep in place all of the approvals, consents, licences, authorisations, processes and documentation referred to in clause 11.1 or as may be required by any Regulatory Body or by any Law.

11.3 If the Dealership becomes aware of any complaint, licensing or other action taken or proposed by any Regulatory Body, the Dealership must immediately provide written notice to SCC. In addition, the Dealership shall provide all necessary and reasonable assistance to enable SCC to resolve and respond to any such actual or proposed action.

11.4 The Dealership undertakes to notify SCC of any changes to, or proceedings, or notices issued in respect of the approvals, consents, licences, authorisations, processes and documentation referred to in clause 11.2 within 5 Working Days of becoming aware of the same.

12 Dealership engagement meetings

12.1 When requested by SCC in writing, and on not less than 5 Working Days' notice, the parties shall hold a Dealership Engagement Meeting on such date as the parties agree, in each case acting reasonably. The parties shall agree an agenda ahead of the Dealership Engagement Meeting.

12.2 Notwithstanding the provisions of this clause 12 SCC may require that a Dealership Engagement Meeting take place within 2 Working Days in order to discuss the financial condition and risk profile of the Dealership and any Complaints.

12.3 SCC may require the attendance of any Personnel at any Dealership Engagement Meeting.

13 Information and record keeping

13.1 The Dealership shall promptly inform SCC of any updates or changes or updates to the Dealership Information.

13.2 The Dealership shall, during the Term and a period of at least 7 years following the expiry or termination of this Agreement, maintain or cause to be maintained complete and accurate documents and records in relation to this Agreement including but not limited to all Records.

13.3 The Dealership shall make the Records available for inspection to SCC on request, subject to SCC giving reasonable notice.

14 Dealership monitoring and audit

14.1 During the Term, the Dealership shall provide to SCC such information as SCC may reasonably request from time to time including information relating to the current financial position of the Dealership and information and procedures relating to fraud, tax evasion, corruption and bribery. The Dealership shall provide such other information within 10 Working Days of a request being received from SCC, or within 2 Working Days if the Dealership is in breach of this Agreement or fraud, tax evasion, corruption or bribery is suspected.

14.2 The Dealership shall promptly inform SCC of the occurrence of any Insolvency Event.

14.3 The Dealership confirms and agrees that SCC may (at any time) make such enquiries as to its status as SCC deems necessary in relation to this Agreement and/or entering into it and in particular the Dealership agrees that such enquiries may include credit reference agencies and fraud prevention agency (or similar) searches or enquiries concerning it and any director, employee or partner of it (as appropriate).

14.4 SCC may at its discretion audit or use subcontractors or advisors to audit (or any Regulatory Body may audit) the Dealership's compliance with this Agreement (including audits of the Dealerships premises and systems) provided that any such audit is carried out with reasonable prior notice and in a reasonable way so as to cause as little disruption as is reasonably possible to the performance of the Services and the Dealership's other business. Where SCC has reasonable grounds to believe that the Dealership is not complying with its obligations under this Agreement, an audit may be carried out without prior notice.

14.5 The Dealership shall provide all assistance reasonably requested by SCC in relation to any audit, including access to the Dealership's Personnel, records and premises.

15 Safeguards against fraud, corruption and bribery

15.1 The Dealership shall ensure that it maintains in place and operates at all times procedures in respect of tax evasion and fraud in accordance with Good Industry Practice and Law to detect and prevent any tax evasion or fraud by itself, its Personnel, any Applicants, any of the Finance Providers or any other persons.

15.2 The Dealership shall notify SCC in writing and immediately if it has reason to suspect that any tax evasion or fraud has occurred, is occurring or is likely to occur, save where complying with this provision would cause the Dealership to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000.

15.3 The Dealership shall co-operate with SCC in taking all steps that SCC reasonably considers necessary in taking action against any person who attempts to conduct or succeeds in conducting any tax evasion or fraud in relation to ETCIG.

15.4 Without prejudice to clause 15.1, the Dealership shall comply with Good Industry Practice and Law relating to anti-bribery and anti-corruption, including the Bribery Act 2010.

15.5 The Dealership shall give reasonable assistance and cooperation to SCC in relation to any police, judicial or regulatory investigation or enquiry in relation to any suspected tax evasion, fraud, bribery or corruption, whether during the term of this Agreement or up to 7 years after its termination.

16 Liability and indemnity

16.1 Nothing in this Agreement shall operate to exclude or restrict, either party's liability for fraud, fraudulent misrepresentation, theft, death or personal injury.

16.2 Subject to the other terms of this clause 16, neither party shall be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for any indirect, special or consequential loss or damage including any indirect loss of business or indirect loss of profits arising under or in connection with this Agreement.

16.3 The provisions of clause 16.1 shall not limit SCCs right to recover for:

(a) any third-party claims arising from any breach by the Dealership of this Agreement; or

(b) any losses, fines, expenses or other losses arising from a breach by the Dealership of any Law or Regulatory Action; or

(c) any act of fraud, corruption or bribery being committed by the Dealership and/or by any third party with the knowledge or consent of the Dealership.

16.4 Subject to the other terms of this clause 16, the parties agree that the aggregate annual liability of SCC to the Dealership under this Agreement shall be limited to an amount equivalent to fifty thousand pounds (£50,000).

16.5 The Dealership shall release and indemnify without limitation SCC and its Affiliates from and against all liabilities, damages, costs, charges or penalties (including third party claims) arising out of any breach of this Agreement, negligence, regulatory investigation, fraud, corruption or bribery in each case on the part of the Dealership.

17 Confidential information

17.1 For the purposes of this Agreement:

(a) the term "Confidential Information" shall mean information provided by the Disclosing Party that ought to be considered as confidential (however it is conveyed on whatever media it is stored) may include information whose disclosure would, or would like to, prejudice the commercial interests of any person, trade secrets, Intellectual Property Rights and know-how of either party and all personal data and sensitive personal data within the meaning of Data Protection Legislation; but shall not include information that was in the possession of the Recipient without an obligation of confidentiality or which was already generally available and in the public domain for reasons other than a breach of this Agreement;

(b) the term "Disclosing Party" shall mean a party which discloses or makes available directly or indirectly its Confidential Information and "Recipient" shall mean the party which receives or obtains directly or indirectly Confidential Information.

17.2 Except to the extent set out in this clause 17 or where disclosure is expressly permitted elsewhere in this Agreement, the Recipient shall:

(a) treat the Disclosing Party's Confidential Information as confidential and keep it in secure custody;

(b) not disclose the Disclosing Party's Confidential Information to any other person, nor use or exploit such information, except as expressly set out in this Agreement or without obtaining the Disclosing Party's prior written consent;

17.3 The Recipient shall be entitled to disclose the Confidential Information of the Disclosing Party where:

(a) the Recipient is required to disclose the Confidential Information by Law, provided that clause 18 shall apply to disclosures required under the FOIA or the EIRs;

(b) the need for such disclosure arises out of or in connection with any actual or threatened legal challenge against SCC out of or in connection with this Agreement;

17.4 If the Recipient is required by any Law to make a disclosure of Confidential Information, the Recipient shall, as soon as reasonably practicable and to the extent permitted by Law, notify the Disclosing Party of the full circumstances of the required disclosure, including the relevant Law and/or Regulatory Body requiring such disclosure and the Confidential Information to which such disclosure would apply.

17.5 Either party may disclose the Confidential Information of the other on a confidential basis to:

(a) the other, to the extent necessary in order to process applications for Electric Vehicle Grants and Finance;

(b) its professional advisors and auditors;

18 Freedom of information

18.1 The Dealership acknowledges and agrees that the content of this Agreement, including any changes or updates to this Agreement (except for any information which is exempt from disclosure in accordance with the provisions of the FOIA or the EIRs, which shall be determined by SCC) is not the Confidential Information of the Dealership ("Transparency Information").

18.2 Notwithstanding any other provision of this Agreement, the Dealership hereby gives its consent for SCC to publish to the general public the Transparency Information in its entirety (but with any information which is exempt from disclosure in accordance with the provisions of the FOIA or the EIRs redacted). SCC shall, prior to publication, endeavour (to the extent permissible and practicable) to consult with the Dealership on the manner and format of publication and to inform its decision regarding any redactions but shall have the final decision in its absolute discretion.

18.3 The Dealership shall assist and co-operate with SCC to enable SCC to publish the Transparency Information, as reasonably requested by SCC, including providing any information requested by SCC in connection with the FOIA or the EIRs.

18.4 The Dealership shall:

(a) transfer to SCC any requests for information under the FOIA or the EIRs relating to this Agreement that it receives as soon as practicable and in any event within 2 Working Days of receipt; and

(b) not respond directly to a such a request addressed to SCC unless authorised in writing to do so by SCC.

19 Data protection

19.1 This clause 19 sets out the framework for the sharing of personal data between the parties as independent data controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Personal Data collected by the Data Discloser for the Agreed Purposes.

19.2 Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within twenty (20) days of written notice from the other party, give grounds to the other party to terminate this Agreement with immediate effect.

19.3 Each party shall:

(a) ensure that it has all necessary notices and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;

(b) give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;

(f) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

(g) not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

19.4 Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

(b) promptly inform the other party about the receipt of any data subject rights request;

(d) not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;

(e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;

(f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

(g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by applicable Law to store the Shared Personal Data;

(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

(i) maintain complete and accurate records and information to demonstrate its compliance with this clause 19; and

(j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the Parties' compliance with the Data Protection Legislation.

19.5 Notwithstanding anything to the contrary within this Agreement, in respect of any losses, cost claims or expenses incurred by either party as a result of a personal data breach, the party responsible for the relevant breach shall be responsible for the losses, costs and/or expenses.

20 Suspension and termination

20.1 The parties hereby agree and acknowledge that SCC shall in its sole discretion be entitled to restrict, suspend or remove the status of Accredited Dealership and the right and the ability of the Dealership to process Electric Vehicle Grants at any time in the following circumstances ("Suspension Grounds"):

(a) the Dealership has committed a breach of any of its obligations under this Agreement;

(b) SCC believes there has been a change in the business or financial condition of the Dealership which, in SCC's reasonable opinion, is likely to have an adverse impact on the Dealership's ability to perform its obligations under this Agreement;

(c) the Dealership has not supplied an Electric Light Commercial Vehicle to an Approved Applicant for a period of 6 months or longer;

(d) with respect to the payment of Electric Vehicle Grants, there has been a substantial occurrence of or a material increase in Complaints, related to Electric Light Commercial Vehicles (or related services) sold and/or provided by the Dealership in accordance with this Agreement; or

(e) where SCC reasonably suspects that the Dealership has committed a breach of Law and/or is subject to Regulatory Action;

(f) failure to adhere to, or non-compliance with the ETCIG Marketing Guidelines;

(g) failure to notify SCC of a change of Control in accordance with clause 25.1 and/or following such change of Control SCC does not approve the Dealership's Accreditation;

(h) the occurrence of an Insolvency Event in respect of the Dealership;

(i) any fees or other charges applied by the Dealership to the Applicant pursuant to clause 4.3 which are considered by SCC to be excessive or penal;

20.2 Without prejudice to clause 20.1, in the event that SCC has reasonable grounds to suspect the occurrence of the events specified in clause 20.1 SCC shall notify the Dealership in writing and shall be entitled to suspend all Electric Vehicle Grant Processes, Electric Vehicle Vouchers and Electric Vehicle Grant payments due to the Dealership for up to 60 Working Days whilst it investigates the matter. At the conclusion of that period, SCC shall either make any Electric Vehicle Grant payments delayed as a consequence of the suspension or terminate this Agreement in accordance with clause 23.5. SCC shall have the right to renew or extend the suspension period at its discretion, should any of the Suspension Grounds continue to be in existence, continuing or unresolved as the case may be.

20.3 SCC shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement:

(a) immediately by written notice to the Dealership; and/or

(b) on the occurrence of an Insolvency Event in respect of the Dealership.

20.4 The Dealership shall have the right to terminate this Agreement on 30 Working Days written notice to SCC.

21 Consequences of termination

21.1 Any termination of this Agreement will not affect any accrued rights or liabilities of either party nor will it affect the coming into force or continuation in force of any other clauses and provisions of this Agreement which are expressly or by implication intended to come into force or continue in force on or after termination including, but not limited to clauses 4 (Electric Vehicle Grant Process and Payment), 9 (Intellectual Property), 21 (Consequences of Termination), 19 (Data Protection), 15 (Anti-Bribery and Audit), 29.7 (as to rights of third parties), 29.9 (as to governing law and jurisdiction) and 29.11 (as to defined terms and interpretation).

21.2 Save as required by Law, immediately upon termination of this Agreement or at any time during the Term when required to do so by SCC in writing, the Dealership shall:

(a) repay to SCC any Electric Vehicle Grant Payments that shall be the subject of clause 6, as SCC may specify;

(b) permanently delete all and any Approved Applicant Information relating to the Approved Applicant's relationship with SCC, including any Applicant Information and any other Confidential Information provided to it by SCC;

(c) return to SCC or destroy (as directed by SCC) all hard and soft copies of information referred to in clause 21.2(b) and/or documentation in its possession;

(d) remove all links or references to the ETCIG from its website;

(e) procure that its Personnel shall, immediately, (or as otherwise advised in writing by SCC) deliver up to SCC, or any third party nominated in writing by SCC, all property belonging to SCC (including promotional material and application forms, Personal Data and any Confidential Information of SCC which may be in the possession of, or under the control of the Dealership or its Related Parties and cease to use any ETCIG Materials or any other references to SCC (whether or not consented for use by SCC); and

(f) on termination or expiry of this Agreement (howsoever occasioned), the Dealership shall: (i) immediately cease processing any Applications for Electric Vehicle Grants; and (ii) promptly notify the relevant Approved Applicants that the processing of their Applications has ceased.

21.3 The Dealership may not withhold such delivery of the information and materials listed in clause 21.2 for any reason, including any dispute between SCC and the Dealership arising from the operation, construction or termination of this Agreement.

21.4 In the event that this Agreement is terminated for any reason:

(a) the terms set out in this Agreement shall still apply to any Electric Light Commercial Vehicle sold or leased by a Dealership to an Approved Applicant and any other Agreements entered into and/or Electric Vehicle Grant Applications approved by SCC prior to the date of termination.

(b) the Dealership shall not be entitled to claim any compensation or remuneration, regardless of any activities or agreements with additional third parties entered into before termination.

22 SCC right to withdraw and clawback of electric vehicle grants

22.1 Without prejudice to SCC's rights under clause 6 and clause 21.2 of this Agreement, and any claims or rights SCC may have against particular Applicants, SCC may at any time:

(a) withdraw an Electric Vehicle Voucher in respect of an Approved Applicant; and/or

(b) require the Dealership to repay to SCC forthwith the full value of any Electric Vehicle Grant or Electric Vehicle Grants, following the occurrence of a material breach of clause 8, clause 15, and/or the occurrence of any fraud or corruption in respect of those Electric Vehicle Grant or Electric Vehicle Grant payments and/or the associated part exchange of any Qualifying Diesel Vehicle and sale of an Electric Light Commercial Vehicle.

23 Complaints

23.1 At all times during the Term, the Dealership shall receive and progress any complaints received in accordance with the requirements of the Complaints Procedure.

23.2 The Dealership shall notify SCC in accordance with the Complaints Procedure in the event it receives or otherwise becomes aware of any:

(a) Complaint which relates to SCC and/or ETCIG Electric Vehicle Grant Scheme ("SCC Complaint");

(b) Complaint from an Eligible or Approved Applicant which relates to the Dealership (including, without limitation, the manner of sale) ("Dealership Complaint");

(d) Complaint from any member of Parliament, any other elected representative and/or the media ("MP/Media Complaint"), in each case, on the same Business Day that the Dealership receives or otherwise becomes aware of the SCC Complaint, Dealership Complaint, Regulatory Complaint or the MP/Media Complaint (as the case may be).

23.3 The Dealership shall ensure that where a Dealership Complaint is made, it shall use its best endeavours to respond to such Dealership Complaint within 10 Working Days of the date on which the Dealership Complaint was first notified to it. The Dealership shall be responsible for resolving any Dealership Complaint and shall provide SCC with regular updates in respect of any such Dealership Complaint when requested to do so by SCC. The Dealership also agrees to provide details of or documentation relating to Dealership Complaints to SCC in a timely manner following a request in writing from SCC.

23.4 The Dealership shall not respond to or otherwise involve itself in any SCC Complaint, Regulatory Complaint or MP/Media Complaint unless authorised in advance in writing to do so by SCC or requested by SCC in writing to do so.

23.5 Where the Dealership notifies SCC of any SCC Complaint, Dealership Complaint, Regulatory Complaint or MP/Media Complaint pursuant to clause 23.2, it shall provide full details thereof to SCC and shall provide all necessary and reasonable assistance as SCC may require to enable SCC to resolve and respond to the SCC Complaint, the Dealership Complaint, the Regulatory Complaint or the MP/Media Complaint (as the case may be).

23.6 In the event that any Complaint is received by SCC and after thorough investigation it is considered by SCC that the Dealership has not complied with the terms of this Agreement, without prejudice to any other remedies which may be available to SCC, the Dealership shall liaise with SCC, comply with any instructions issued by SCC and otherwise deal with the Complaint in accordance with the provisions set out in this clause 23.

24 Assignment and subcontracting

24.1 The Dealership shall not novate, assign, transfer or otherwise dispose of this Agreement or any interest hereunder except with the prior written consent of SCC.

24.2 SCC may at its discretion novate, assign, transfer or otherwise deal with this Agreement.

24.3 The Dealership may not subcontract the performance of its obligations under this Agreement, or otherwise appoint a third party in connection with this Agreement, without SCC's prior written consent and SCC shall have the right to specify conditions to any consent with which the Dealership shall comply.

25 Change in control

25.1 The Dealership shall inform SCC of any proposed change in Control within 10 Working Days or as soon as reasonably practicable and shall provide with this information details of the identity of the new owners or replacement persons in Control.

25.2 Following the occurrence of a change in Control, the Accreditation of the Dealership will no longer be valid. The Dealership shall within 10 Working Days or as soon as reasonably practicable, submit a new application to SCC in order to become an Accredited Dealership.

26 Force majeure

26.1 Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure is a result of a Force Majeure Event. In such circumstance the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed OR the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 60 Working Days, the party not affected may terminate this agreement by giving 20 Working Days written notice to the affected party.

26.2 For the purposes of this Agreement, "Force Majeure Event" means any event outside the reasonable control of either Party affecting the performance of its obligations under this Agreement arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control and which are not attributable to any wilful act, neglect or failure to take reasonable preventative action by that Party, including acts of God, riots, war or armed conflict, acts of terrorism, acts of government, local government or Regulatory Bodies, fire, epidemic, pandemic (as so declared by the World Health Organisation) earthquake or disaster, provided however that:

(a) any industrial dispute relating to the Dealership or its Personnel or any other failure in the Dealership's, or a Sub-contractor's supply chain or a Dealership's finance supply chain;

(b) a breach of this Agreement by SCC, shall not count as Force Majeure Events.

27 Notices

27.1 Subject to clause 27.2 any formal notice, instruction or other communication for the purposes of this Agreement must be in writing, sent via electronic mail (e-mail) to etcidealership@surreycc.gov.uk, registered post (with a copy by email) for the attention of the SCC ETCIG Team.

27.2 The parties acknowledge that day to day and routine correspondence pursuant to this Agreement shall take place between the Dealership and SCC via email.

28 Whole agreement

28.1 This Agreement constitutes the entire Agreement between the parties relating to the transactions contemplated by this Agreement and supersedes all previous agreements between the parties relating to the transactions.

28.2 Save to the extent permitted by this Agreement, neither party will pledge the credit, or incur any liabilities on behalf of or otherwise bind the other party.

28.3 The provisions of this Agreement shall prevail over any terms or conditions (whether or not inconsistent with this Agreement) contained in or referred to in any correspondence, purchase order or documentation submitted by the Dealership to SCC or elsewhere or implied by custom, practice or course of dealing.

29 General

29.1 No partnership or agency: Nothing in this Agreement will be deemed to constitute a partnership between the parties or constitute either party as the agent of the other party for any purpose. Neither party shall have the authority or power to bind the other party or to contract in the name of or create liability against the other party in any way or for any purpose.

29.2 Disputes: If any dispute arises out of this Agreement, the dispute shall be referred to the Dealership Representative and the ETCIG Team ("Representatives"), who shall seek in good faith to resolve the dispute within 30 Working Days of the issue being referred, escalating it within their respective organisation as necessary for this purpose. If the Representatives are unable to settle any dispute by negotiation within 30 Working Days of the dispute being referred to them and the parties do not require and agree in writing (including electronic mail (email)) to extend the 30 Working Day period to resolve the dispute between them, the parties may refer the matter to an independent mediator with each party meeting its own costs. In the event that the parties do not agree to independent meditation then the parties will have the right of termination.

29.3 Waiver: The rights and remedies under this Agreement may only be waived in writing and specifically and any failure, forbearance or delay in exercising a right or remedy by a party shall not constitute a waiver of that right or remedy or of any other rights of remedies. A waiver of any breach of any of the terms of this Agreement or a default under this Agreement shall not constitute a waiver of any other breach or default or any later breach or default and shall not affect the terms of this Agreement.

29.4 Cumulative rights and remedies: The rights and remedies provided by this Agreement are cumulative and (unless provided otherwise in this Agreement) are not exclusive of any rights or remedies provided at law and/or at equity (including the right to rescind this Agreement and/or the right to bring this Agreement to an end for repudiatory breach).

29.5 Amendments: SCC has the right to amend or vary this Agreement at any time by notice to the Dealership.

29.6 Severability: If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that will not affect the legality, validity or enforceability in that jurisdiction of any other term of this Agreement, or the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement.

29.7 Third Party Rights: No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.

29.8 Counterparts: This Agreement may be executed in any number of counterparts all of which taken together will constitute one and the same Agreement, and any party may enter into this Agreement by executing a counterpart.

29.9 Governing Law and Jurisdiction: This Agreement shall in all respects be governed by and be construed in accordance with the law of England and Wales, and all disputes, actions and other matters in connection therewith shall be determined in accordance with such law. The courts of England and Wales shall have exclusive jurisdiction over any such disputes, actions or other matters arising out of or in connection with this Agreement and the parties accordingly submit to the exclusive jurisdiction of the courts of England and Wales.

29.10 Costs and Expenses: Except as otherwise provided in this Agreement, each Party shall each bear its own costs and expenses in complying with its obligations under this Agreement.

29.11 Definitions and Interpretation: In this Agreement (unless the context otherwise requires), the terms and phrases set out in paragraph 1 of Schedule 1 shall have the meanings set out therein and the rules of interpretation set out in paragraph 2 of Schedule 1 shall also apply.

SCHEDULE 1 Definitions and Interpretation

1 DEFINITIONS

Unless otherwise provided or the context otherwise requires, the following expressions shall have the meanings set out below:

A

"Accredited Dealership" means a Dealership who has successfully fulfilled the Dealership Accreditation Criteria and received written confirmation from SCC accompanied by an accredited dealership number.
"Affiliate" means:
- (a) in relation to a body corporate, any other entity which directly or indirectly controls, is controlled by, or is under direct or indirect common control with, that body corporate from time to time;
- (b) in relation to SCC; and "Affiliates" shall mean any or all of them.
"Agreed Purpose" means the performance by each party of its obligations under this Agreement, and the promotion of Electric Towns and Cities - Guildford that form the subject of this Agreement.
"Agreement" means this agreement which shall incorporate the terms and conditions set out in the main body, all of the Schedules and all other documents which are referred to as incorporated in and/or which are appended to this agreement.
"Applicant" means the person making an Electric Vehicle Grant Application, being the owner or registered keeper of a Qualifying Diesel Vehicle who wishes to replace it with an Electric Light Commercial Vehicle.
"Applicant Information" means all information, details and documentation relating to an Applicant and any Electric Vehicle Grant Application including but not limited to personal details, drivers licence number, vehicle registration details (including V5C).
"Applicant Terms and Conditions" means the standard SCC terms and conditions relating to the ETCIG applicable to the Applicant as may be updated or amended by SCC and notified to the Dealership from time to time in its sole discretion.
"Approved Applicant" means Eligible Applicant who has been issued with an Electric Vehicle Voucher.

C

"Control" means the possession by a person, directly or indirectly, of the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares, by contract or otherwise) and "Controls" and
"Controlled" shall be interpreted accordingly.
"Commencement Date" means the date a Dealership receives written confirmation from SCC accompanied by an accredited dealership number.
"Complaint" means any oral or written expression of dissatisfaction, whether justified or not, from, or on behalf of, a person (including an Eligible or Approved Applicant) about the performance of the Dealership's and/or SCC's obligations under the terms of this Agreement.
"Complaints Procedure" means the complaints procedure published by SCC from time to time and as may be amended or replaced by SCC in its sole discretion.
"Controller, Processor, Data Subject, Personal Data, Personal Data Breach and Processing including and appropriate technical and organisational measures" all have the meaning as set out in the Data Protection Legislation.
"Cooling Off Period" means (i) any period specified by Consumer Contracts Regulations 2013 and (ii) any contractual or similar cooling off or review period as may have been offered by the Dealership to an Applicant.

D

"Data Discloser" means a Party that discloses Shared Personal Data to the other Party.
"Data Protection Legislation" means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant Regulatory Body and applicable to a party.
"Dealership Accreditation Criteria" means the following in relation to the Dealership as may be amended or updated by SCC from time to time in its sole discretion:
- (a) is FCA-authorised, or an appointed representative of FCA-authorised principal firms
- (b) has been trading for 36 months or more
- (c) holds a UK bank account in the dealership's name
- (d) is VAT-registered
- (e) is a franchised dealer with physical trading premises
- (f) Company is not currently or about to be: in administration, insolvent, has a striking off notice or bankrupt
- (g) sell at least one new eligible electric light commercial vehicle
- (h) The person submitting application and agreeing to the terms the dealership terms and conditions on must be duly authorised to do so on behalf of the Dealership.
"Dealership – Applicant Agreement" means any contract or associated documentation for the acquisition or leasing of an Electric Light Commercial Vehicle as between the Dealership and the Approved Applicant in each case.
"Dealership - Applicant Invoice" means the invoice to be generated by the Dealership in respect of the relevant Electric Light Commercial Vehicle and which shall, amongst other things, specify (i) the list price of the Electric Light Commercial Vehicle, (ii) the Electric Vehicle Grant value and (iii) the net price of the Electric Light Commercial Vehicle (being the price LESS the Electric Vehicle Grant).
"Dealership Core Team" means the core team of personnel from the Dealership as identified by the Dealership upon request by SCC.
"Dealership Engagement Meeting" means any meeting requested by SCC to be held with the Dealership for the purposes of ongoing liaison and engagement in connection with this Agreement.
"Dealership Information" means the key information provided by the Dealership as part of its application and which may include (without limitation) (i) the Dealership's registered and any trading names, (ii) registered and any other business or trading addresses, (iii) the specific site which is the subject of this Agreement, (iv) its Dealership Representative and (v) details of the Dealership Core Team as such information may be updated from time to time.
"Dealership Obligations" means the obligations set out in Schedule 2 (Dealership Obligations) that Dealership is required to undertake in order for payment of Grants to take place, as may be updated or amended by SCC in its discretion from time to time.
"Dealership Representative" means the authorised representative of the Dealership, as initially named in the dealership application form and as may be replaced from time to time.
"DPA" means the Data Protection Act 2018.

E

"Electric Light Commercial Vehicle" means any of the following:

Vehicle Type	Euro Category	Emissions Standard	Vehicle Registration	Grant Value
Light Commercial Vehicle size range between 2,501kg – 4250 kg gross weight (Maximum Authorised Mass).	Euro Category N1 and N2 not exceeding 4250 kg gross weight from the approved vehicle list	Fully battery electric vehicles with no internal combustion engine	New at first registration	£10,000
Light Commerical Vehicle up to 2,500 kg gross weight (Maximum Authorised Mass).	Euro Category N1 from the approved vehicle list	Fully battery electric vehicles with no internal combustion engine	New at first registration	£5,000

Hybrid vehicles do not qualify for the scheme. The current list of qualifying vehicle makes and models can be found on the SCC website. SCC has the right to remove or add vehicles to the list at any time during the duration of the scheme.

"Electric Vehicle Grant" means a grant from the ETCIG Grant Fund and "Electric Vehicle Grants" shall be construed accordingly.
"Electric Vehicle Grant Application" means an application for an Electric Vehicle Grant from any Applicant who may or may not become an Eligible Applicant.
"Electric Vehicle Grant Processes" means all of those processes to be undertaken by the Dealership as listed in the User Guidance Manual
"Electric Vehicle Grant Process" means the sequence of steps to support the process from an Applicant making an Application for an Electric Vehicle Grant through to the payment of the Electric Vehicle Grant to the Dealership and handover of the replacement Electric Light Commercial Vehicle to an Approved Applicant.
"Electric Vehicle Voucher" or "EVV" and "Electric Vehicle Vouchers" or "EVVs" means the confirmation of the award of an Electric Vehicle Grant which is issued by SCC to an Eligible Applicant which notification shall contain a unique identifier that can then be used to confirm the validity of the award throughout the Electric Vehicle Grant Process which notification shall, in so doing:
- (a) confirm that the Eligible Applicant is eligible to receive an Electric Vehicle Grant;
- (b) confirm the details of the Qualifying Diesel Vehicle;
- (c) be valid for a period of 3 months from the date of its issue (as may be extended by SCC following an application from the Eligible Applicant); and
- (d) be used to review the progress of the Eligible Applicant in applying for and, potentially, obtaining an Electric Vehicle Grant.
"Eligibility Criteria" means the criteria as specified by SCC which an Applicant must meet in order to be eligible to receive an Electric Vehicle Grant, as may be updated or amended by SCC in its discretion from time to time.
"Eligible Applicant" means any Applicant who satisfies the Eligibility Criteria and has applied to SCC for the award of an Electric Vehicle Grant to be applied against the purchase of an Electric Light Commercial Vehicle from the Dealership.
"EIRs" means the Environmental Information Regulations 2004 (SI 2004/3391).
"ETCIG" means Electric Towns and Cities Initiative - Guildford has the meaning given in Introduction paragraph C.
"ETCIG Marketing Guidelines" means the publicity and marketing guidelines as provided to the Dealership by SCC from time to time.
"ETCIG Materials" means any materials, documents, publications, information, images or logos relating to ETCIG.
"ETCIG Team" means the team appointed by SCC from time to time and as may be notified to the Dealership.
"ETCIG Website" means the website to be built and maintained by SCC.

F

"FCA" means the Financial Conduct Authority or any successor body.
"FCA Authorisation" and "FCA Authorised" means authorised by the FCA pursuant to the FSMA or exempt from FCA Authorisation under section 39 of the FSMA (on the basis that it is an appointed representative of an FCA Authorised principal firm) enabling it to carry out services and activities of the type that the Dealership is required to perform pursuant to this Agreement.
"FOIA" means the Freedom of Information Act 2000 and any subordinate legislation made under that Act from time to time, together with any guidance and/or codes of practice issued by the Information Commissioner or any relevant Central Government Body in relation to such legislation.
"FSMA" means the Financial Services and Markets Act 2000.
"Full Title Guarantee" means that:
- (a) the Dealership has title to and is the legal owner of the Electric Light Commercial Vehicle, and has the right to sell such Electric Light Commercial Vehicle;
- (b) the Electric Light Commercial Vehicle is properly registered with the Driver and Vehicle Licensing Agency and the whole (and not part) of such registered Electric Light Commercial Vehicle is to be sold; and
- (c) the Electric Light Commercial Vehicle is free of and not subject to any financing arrangements or security in connection with a financing (including any lease financing, hire purchase or unit stocking finance), and nor is subject to any rights, claims or interests held or claimed by or in favour of third parties.

G

"Good Industry Practice" means at any time the exercise of that degree of care, skill, diligence, prudence, efficiency, foresight and timeliness which would be reasonably and ordinarily expected at such time from a skilled and experienced person regulated by the FCA and a leading and expert supplier of services similar to the Services to a customer like SCC, such person seeking to comply with its contractual obligations in full and complying with applicable Laws.

I

"Intellectual Property Rights" means:
- (a) copyright, rights related to or affording protection similar to copyright, rights in databases, patents and rights in inventions, semi-conductor topography rights, trademarks, rights in Internet domain names and website addresses and other rights in trade names, designs, Know-How, trade secrets and other rights in Confidential Information;
- (b) applications for registration, and the right to apply for registration, for any of the rights listed at (a) that are capable of being registered in any country or jurisdiction; and
- (c) all other rights having equivalent or similar effect in any country or jurisdiction.
"Insolvency Event" means one or more of the following events affecting the Dealership:
- (a) the Dealership becomes unable to pay its debts or is deemed to be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (assuming, if necessary, that section 123 aforesaid applies to the Party);
- (b) a winding-up petition is presented in respect of the Dealership;
- (c) the Dealership enters into liquidation either compulsory or voluntary (save for the purposes of a solvent reconstruction or amalgamation previously approved in writing by SCC) or a provisional liquidator is appointed in respect of the Dealership;
- (d) a notice of intention to appoint an administrator is served in respect of the Dealership an application for an administration order in respect of the Dealership is filed at court;
- (e) an administrator, administrative receiver, receiver or manager or similar officer is appointed in respect of the whole or any part of the Dealership's assets;
- (f) the Dealership proposes to enter or enters into any composition or arrangement with its creditors generally or any class of creditors;
- (g) distress execution or other legal process is taken or steps are taken to enforce any encumbrance over all or part of the assets and / or undertaking of the Dealership; or
- (h) the Dealership is subject to an event analogous to any of (a) to (g) above in any other jurisdiction.
"Invoice Price" means the price specified by the Dealership for the relevant Electric Light Commercial Vehicle.

L

"Law" means any law, statute, subordinate legislation regulation, order, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements of any regulatory body with which the Dealership is bound to comply.

P

"Permitted Recipients" means the parties to this Agreement, the Personnel of each party and any third parties engaged to perform obligations in connection with this Agreement.
"Personal Data" means any personal data (as defined under Data Protection Legislation) which is processed by one or more parties under or pursuant to this Agreement.
"Personnel" means any employees, agents or subcontractors deployed or engaged by the Dealership in connection with the performance of its obligations under this Agreement.

Q

"Qualifying Diesel Vehicle" means a diesel light commercial vehicle in Category N1, Class I, II or III that is roadworthy with current tax, business or charity insurance and MOT. The Applicant must have owned the vehicle for a minimum of twelve months prior to making the application and the vehicle during the course of the business must currently undertake a minimum of 150 journeys (single trip in either direction) per annum that include travelling on the A3 in Guildford at any point between the Junction to the Research Park, Cathedral, Onslow Village and University and the junction with the A31 Farnham Road.

R

"Records" means all records and information that the Dealership is required to create and maintain in connection with this Agreement and as may be required by Law and Good Industry Practice.
"Regulatory Action" means any claim, demand, action or proceeding brought or instituted by any Regulatory Body in respect of the Dealership.
"Regulatory Body" means the FCA, a Relevant Tax Authority, the Information Commissioner's Office and any government departments and regulatory, statutory and other entities, committees, ombudsmen and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled to regulate, investigate, or influence the matters dealt with in this Agreement or a Party to this Agreement and "Regulatory Bodies" shall be construed accordingly.
"Request For Information" means a Request for Information under the FOIA or the EIRs.

S

"Shared Personal Data" means the personal data to be shared between the Parties under clause 19 of this Agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:
- (a) Dealership Personnel names, work email addresses and work telephone numbers;
- (b) SCC Personnel names, business email addresses and business telephone numbers; and
- (c) Applicant names, home and business addresses, business email addresses, telephone number, FAN, Vehicle Details, date of birth, company name / number and, potentially, proof of income.
"SCC Data" means:
- (a) the data, text, drawings, diagrams, images or sounds (together with any database made up of any of these) which are embodied in any electronic, magnetic, optical or tangible media, and which are:
  - (i) supplied to the Supplier by or on behalf of SCC; and/or
  - (ii) which the Supplier is required to generate, process, store or transmit pursuant to this Agreement; or
- (b) any Personal Data for which SCC is the Data Discloser.
"Suspension Grounds" means any of the grounds listed in clause 20.1.

T, V, W

"Term" means the period commencing on the Commencement Date and ending on the occurrence of any of the events listed in clause 1 or on earlier termination of this Agreement.
"Training" means training sessions and materials in respect of the ETCIG as may be provided by SCC to the Dealership from time to time.
"Vehicle Details" means the make, model, mileage, registration number, date of first registration and VIN number of a Vehicle and such other details as SCC may from time to time require.
"Working Day" means 9am to 5pm on any day other than a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in any part of the United Kingdom.

2 Interpretation

In this Agreement, unless the context otherwise requires:

2.1 references to the singular include the plural and vice versa, and references to one gender shall include all other genders;

2.2 references to a person include individuals, firms, partnerships, bodies corporate and unincorporated associations;

2.3 references to a party to this Agreement include references to the successors or assigns (immediate or otherwise) of that party in accordance with clause 24 (Assignment and Subcontracting);

2.4 references to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted and any regulations made under the same provided that in the event that the amendment, extension or re-enactment of any statute or statutory provision or introduction of any new statutory provision has a material impact on the obligations of either party, the parties will negotiate in good faith to agree such amendments to this Agreement as may be appropriate in the circumstances;

2.5 the headings in this Agreement are for ease of reference only and shall not affect its interpretation;

2.6 use of the words "include" or "including", and words of similar effect shall not be deemed to limit or to prejudice the effect of the general related words;

2.7 the schedules to this Agreement form part of it; and

2.8 if there is any conflict, ambiguity or inconsistency between the parts of this Agreement, the following order of precedence shall apply:

(a) the clauses of this Agreement;

(b) the schedules to this Agreement; and

Schedule 2 Dealership Obligations

1 Introduction

This schedule sets out the obligations for Dealerships to undertake within the Electric Towns and Cities Initiative – Guildford

Business Relationship

Notify SCC of any change of Dealership company, key personal or bank details or business status via etcidealership@surreycc.gov.uk within not more than 5 working days.

Dealer Education

Dealership personnel to complete training provided by SCC as required to assist Applicants and administration of the Electric Towns and Cities Initiative – Guildford.

Ordering Process Conformance

Dealership to confirm Applicant is the same as the Approved Applicant named on the Electric Vehicle Voucher.
Electric Light Commercial Vehicle sold must be on the eligible vehicle list at the time the sales order is completed.
Electric Light Commercial Vehicle sold must be from the vehicle category as specified on the Electric Vehicle Voucher and the appropriate value deducted from the sales invoice.
Electric Light Commercial vehicle to be supplied from Dealerships' own stock.
Pass good title to Applicant on delivery of the Electric Light Commercial Vehicle.
Perform mandatory validation checks before processing the sales order by verifying details with SCC via etcidealership@surreycc.gov.uk :
- Electric Vehicle Voucher validity and value
- Applicant Organisation/charity validity
Dealership will be liable for return of funds if the checks have not been correctly performed.
Dealer to update SCC with the status of the electric light commercial vehicle:
- Replacement Electric Light Commercial Vehicle details
- Delivery/Handover date
Ensure that these details are current and correct with SCC notified of any changes.
Dealership to ensure that the SCC approved telematics system is installed and operational in the Electric Light Commercial Vehicle before the sale is completed and the vehicle is handed over to the applicant. Confirmation is required within the dealership paperwork.
Dealership will be liable for return of funds if the vehicle sale is completed, and the applicant receives vehicle without SCC approved telematics installed and operational.
Dealership to confirm and provide evidence that the vehicle handover and handover paperwork are fully complete within 2 working days of handover.

Settlement

Grant payments from SCC will only be made during business working days (excluding Bank holidays) Monday to Friday.
Grant payments from SCC will be paid to the dealership not less than 2 working days before the vehicle handover date and completion of the sale as long as at least 10 working days notice has been received of handover date.
Dealership must attach a copy of a tax invoice between Dealer and Applicant from the Dealership's accounting system (to include grant amount, part-ex identifiers, and deposit) and invoice to SCC for the grant amount within 10 working days following vehicle handover to the Applicant.

Returns Process Conformance

Dealership must relay to the Applicant that they must contact SCC to request a new Electric Vehicle Voucher.
Dealership must check the ETCIG website to determine if the Electric Light Commercial Vehicle qualifies for a grant.
If the Dealership has been removed from the accredited list and a vehicle has been returned by the Applicant, the Dealership must still return the grant money to SCC if the Applicant is not taking an alternative qualifying Electric Light Commercial Vehicle from that Dealer.

Scheme Auditing

Any fixes to process or data must be implemented by the Dealership.