Dealer and Business Customer Terms and Conditions

Version 1.1 · Effective 22 September 2026

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Dealer and Business Customer Terms and Conditions

Business to business vehicle movement, inspection, storage and handover services

Issued by ASI Vehicle Solutions Ltd trading as AVS Vehicle Solutions—Effective date 22 September 2026—Version 1.1

These Terms govern every booking placed by a dealer, auction, fleet operator, leasing company, rental company or other business customer through the AVS portal, API, email, telephone or an agreed integration. AVS operates a time-sensitive vehicle logistics service. The Customer must therefore provide accurate instructions, have each Vehicle ready when booked and complete collection and delivery handovers promptly. These Terms do not apply to consumers.

AVS

ASI Vehicle Solutions Ltd trading as AVS Vehicle Solutions, with its company number and registered office stated on the applicable Booking confirmation and invoice.

Customer

The business identified in the account or Booking.

Services

Driven movements, single or multi-vehicle transport, inspections, PDI, storage, handover and related logistics.

Contract order

A signed framework agreement, then the accepted Booking, then these Terms, then the current tariff and operational policies.

1. Definitions and interpretation

1.1 Booking means an instruction accepted by AVS identifying the Vehicle, collection and delivery details, Service, timing and Charges. Charges include the quoted price and every properly chargeable supplement under the Contract.

1.2 Vehicle includes the vehicle itself and all keys, documents, charging cables, loose equipment and accessories recorded at collection. Site means a collection, delivery, storage or inspection location.

1.3 POC and POD mean the time-stamped proof of collection and proof of delivery records. They may include photographs, condition entries, mileage, fuel or charge, GPS or device location, signatures and a recorded refusal or inability to sign.

1.4 Business Day means Monday to Friday excluding public holidays in England. Written or writing includes the portal, API, email and other durable electronic records. Includes and including are illustrative and do not limit the words before them.

2. Business status and authority

2.1 The Customer warrants that it contracts wholly for business purposes and has authority from the Vehicle owner or lawful possessor to instruct every Service and disclose the information required for it.

2.2 Every person who places, accepts, changes or cancels a Booking through the Customer account is treated as authorised to bind the Customer. The Customer must maintain current user permissions and immediately disable access for anyone who ceases to be authorised.

2.3 The Customer must keep credentials and API keys secure and notify AVS immediately of suspected misuse. The Customer is responsible for account activity unless it proves that an external security incident occurred without its act, omission or unreasonable delay.

3. Bookings and service scope

3.1 A request or quote is not a confirmed Booking. A contract for a movement arises only when AVS issues written acceptance, allocates the Job or begins the Service. Quotes expire after 7 days unless they state a different period and may be corrected for manifest error.

3.2 The Customer must provide the correct registration, VIN where requested, make, model, dimensions, weight, value, fuel type, charge level, operational condition, warning lights, modifications, access restrictions, site hours and every unusual or high-risk feature. AVS may reprice, suspend or refuse a Booking where information is absent, late or inaccurate.

3.3 Collection and delivery times are estimates unless AVS expressly accepts a guaranteed time in writing. Traffic, site congestion, weather, lawful driver hours and earlier delays can affect an estimate. The Customer must not promise a third party a guaranteed time that AVS has not accepted.

3.4 Bookings submitted after the stated 4 pm operational cut-off may be treated as received on the next Business Day. Same-day, out-of-hours and urgent work is subject to capacity and may carry an additional charge.

3.5 AVS may use approved employees, drivers, carriers and subcontractors to perform the Services. The Customer must not instruct an individual driver to depart from the Booking, change destination, carry goods or perform extra work without AVS approval.

4. Vehicle ready standard

4.1 The Vehicle must be fully ready to leave at the booked collection time. Ready means that the Vehicle is accessible, released on the relevant system, identifiable, free from physical obstruction, supplied with every working key and required document, and capable of being moved by the booked method.

4.2 For a driven movement, the Vehicle must be roadworthy so far as the Customer knows or ought reasonably to know, have sufficient legal fuel or charge for the planned route, display no undisclosed critical warning, and contain equipment required by law. The Customer must identify any defect, restriction or special starting procedure before the driver takes control.

4.3 For transported Vehicles, the Customer must accurately disclose dimensions, weight, ride height, non-runner status, steering or braking defects, locked wheels, immobilisers, modifications and any requirement for specialist loading equipment.

4.4 The Vehicle must contain no cash, personal possessions, illegal goods, hazardous substances or undeclared loose items. AVS may refuse, remove or make safe prohibited or unsafe items at the Customer's cost and is not responsible for unrecorded contents.

4.5 The Customer must provide lawful access, permits, site induction and a competent authorised contact. Locked compounds, missing release notes, missing keys, blocked Vehicles, incorrect addresses, unsafe premises and unavailable contacts do not extend the free waiting period.

5. Waiting time and delayed handovers

5.1 The first 30 minutes of waiting is free at each collection Site and separately at each delivery Site. The free period begins at the agreed time if AVS arrives early, or on AVS arrival within or after the agreed window.

5.2 After the free period, waiting is charged at £80 per hour for each attending driver or vehicle movement, billed in started 30-minute increments of £40. A started increment is chargeable in full. Waiting at collection and waiting at delivery are calculated separately and can both be charged on the same Booking.

5.3 Waiting includes delay while a Vehicle, key, release, document, inspection area, loading area, customer representative or recipient is unavailable; while access is refused or congested; or while the Customer asks the driver to remain on Site. AVS time, GPS, call and portal records are prima facie evidence of arrival, readiness and departure times.

5.4 AVS may charge a failed collection or delivery, abort the attendance, place the Vehicle in secure storage, arrange recovery or return it where delay becomes unreasonable, unsafe or likely to affect later work. The Customer must pay the Booking charge, waiting and reasonable additional costs, subject to AVS taking reasonable steps to mitigate avoidable loss.

5.5 Delivery handovers must be prompt and thorough. The Customer must ensure that an authorised recipient is ready to inspect the Vehicle, confirm keys and documents, identify any immediately visible concern and sign the POD without avoidable delay.

6. Prices VAT and payment

6.1 Prices exclude VAT, tolls, ferries, clean-air and road-user charges, parking, storage, recovery, waiting time and third-party disbursements unless expressly included. AVS may charge reasonable additional costs caused by a changed instruction, inaccurate data, delay, access failure or event outside AVS control.

6.2 Unless AVS approves credit in writing, cleared payment is due before allocation. Approved credit accounts must pay within 14 days of invoice without withholding, deduction or set-off except where required by law or expressly allowed by these Terms.

6.3 AVS may claim statutory interest, fixed compensation and reasonable recovery costs on late commercial payments under the Late Payment of Commercial Debts Interest Act 1998. AVS may suspend account access and any unstarted Booking while an undisputed amount remains overdue.

6.4 An invoice query must identify the specific item and full reasons within 5 Business Days. The Customer must pay all undisputed sums by the due date. A dispute about one invoice does not permit withholding another.

7. Cancellation amendment and failed attendance

7.1 Unless the Booking states otherwise, cancellation more than 24 hours before collection is free; cancellation between 12 and 24 hours is charged at 50 per cent; and cancellation less than 12 hours before collection, after dispatch, on attendance or after work begins is charged at 100 per cent plus incurred third-party costs.

7.2 A material change to location, date, time, Vehicle, method, route or service may be treated as cancellation and rebooking. AVS may adjust the Charges and estimated times before accepting the change.

7.3 If a Vehicle cannot be collected or delivered because the Customer has breached clause 4 or no authorised person is available, AVS may treat the attendance as failed even if the driver remains for part of the waiting period.

8. Inspection POC and POD

8.1 AVS will take inspection records reasonably appropriate to the booked Service and conditions. Every inspection is visual and non-mechanical. It does not certify roadworthiness or guarantee discovery of each defect.

8.2 Rain, standing water, darkness, dirt, frost, glare, restricted access, vehicle position, site rules and safety conditions may prevent reliable inspection. The record may state those limitations. Damage that was pre-existing, obscured or not reasonably observable is not presumed to have occurred during AVS custody merely because it is absent from an incomplete or limited POC.

8.3 The Customer must ensure its collection representative identifies known damage and material defects before release. The Customer must not ask a driver to omit, change or falsify an observation, image, timestamp, signature or condition entry.

8.4 The delivery recipient must inspect promptly and sign the POD. Refusal, absence or inability to sign does not invalidate delivery where AVS records time, location, photographs, contact attempts and other reliable evidence. A signature does not waive latent damage that could not reasonably be seen at handover.

9. Risk damage and claims

9.1 Title and the owner's underlying risk in the Vehicle do not transfer to AVS. AVS is responsible only to the extent that physical loss or damage is directly caused by its negligence or breach while the Vehicle is in its custody and control.

9.2 The Customer must report alleged new visible damage before the Vehicle is moved, repaired, cleaned, sold or used and, where reasonably possible, within 2 hours after delivery. It must provide a complete written claim within 24 hours and supporting images, estimates, ownership and value evidence within 5 Business Days.

9.3 Late notice does not automatically defeat a valid claim. AVS may, however, reject or reduce a claim to the extent that delay, repair, cleaning, disposal, continued use or failure to preserve evidence materially prejudices investigation, mitigation, recovery or insurance handling.

9.4 The Customer must allow inspection before repair and take reasonable steps to prevent further loss. AVS may choose repair, replacement, payment of reasonable repair cost or, for a total loss, proven pre-incident trade market value less salvage. Betterment, unsupported diminution and elective replacement are excluded.

9.5 AVS is not liable for ordinary wear; mechanical, electrical, software or battery failure not caused by mishandling; inherent defect; puncture, tyre or glass failure without evidence of an impact during custody; pre-existing or obscured damage; manufacturer recall; undocumented contents; or damage caused by unsafe condition or inaccurate instructions.

10. Liability

10.1 Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or liability that cannot lawfully be excluded or limited.

10.2 Subject to clause 10.1, AVS is not liable for indirect or consequential loss, loss of profit, revenue, opportunity, goodwill, finance margin, anticipated sale, use, penalties owed to third parties or replacement vehicle charges, except for direct unavoidable hire cost expressly agreed in writing.

10.3 Subject to clause 10.1, AVS aggregate liability for physical loss of or damage to a Vehicle arising from one Booking is limited to the lower of its proven pre-incident trade market value and £100,000 unless a higher value was declared and expressly accepted before collection. All other aggregate liability arising from one Booking is limited to 100 per cent of its Charges or £5,000, whichever is greater.

10.4 Each exclusion and limit is separate and applies only so far as reasonable under the Unfair Contract Terms Act 1977. The Customer must maintain motor, stock, property, business interruption and other insurance appropriate to its own interests and exposures.

11. Customer indemnity

11.1 The Customer will indemnify AVS against reasonable direct losses, third-party claims, penalties and professional costs caused by the Customer's breach, unlawful instruction, lack of authority, unsafe Vehicle, inaccurate information, prohibited contents or site hazard, except to the extent caused by AVS negligence or breach.

11.2 AVS must notify the Customer of a material indemnified claim, allow reasonable participation in its defence and take reasonable steps to mitigate. The Customer may not settle a claim in a way that admits liability for AVS or imposes a non-monetary obligation on AVS without written consent.

12. Confidential pricing and non-circumvention

12.1 AVS quotes, margins, rate cards, discounts, supplier rates, allocation methods and commercial offers are confidential. The Customer must not disclose them to any AVS supplier, driver, competitor or third party except to its professional advisers who are bound by confidentiality or where law requires disclosure.

12.2 The Customer must not offer work directly to, request a direct price from, employ, engage or contract around AVS with a supplier or driver first introduced through AVS for a substantially similar service during the account relationship and for 12 months after the last Booking involving that supplier or driver.

12.3 Clause 12.2 does not restrict an independently evidenced relationship that existed before the AVS introduction or a response to genuine general advertising not targeted using AVS information. The Customer must disclose the prior relationship before placing direct work.

12.4 A breach entitles AVS to recover its proven lost margin, reasonable investigation and enforcement costs and any other remedy available by law. This clause protects AVS introductions and confidential information; it is not intended to impose a penalty or prevent fair competition beyond that protection.

13. Data tracking and confidentiality

13.1 Each party will comply with UK data protection law. Each is normally an independent controller for its own business records. Where AVS processes personal data solely on documented Customer instructions, Schedule 2 applies.

13.2 The Customer authorises proportionate collection and use of contact details, signatures, photographs, device data, timestamps and Vehicle location for fulfilment, safety, audit, fraud prevention, claims and legal compliance. The Customer must provide required privacy information to its staff, site contacts and recipients.

13.3 Each party must protect non-public operational, commercial, security and technical information, use it only for the Contract and disclose it only to people who need it and are bound by suitable duties, or to an insurer, regulator, court or professional adviser where permitted.

14. Platform and acceptable use

14.1 AVS grants the Customer a limited, revocable and non-transferable right to use the portal and API for its authorised business. The Customer must not scrape, reverse engineer, overload, bypass security, upload malware, share credentials, manipulate tracking or evidence, or extract data to target AVS suppliers or drivers.

14.2 Platform availability is not guaranteed. AVS may maintain, change, limit or secure the platform and may suspend access for misuse, security, legal compliance or non-payment. The Customer remains responsible for contingency arrangements and for using the stated emergency contact where a live movement requires urgent help.

15. Conduct at sites

15.1 The Customer must provide a safe environment free from threats, intimidation, violence, discriminatory conduct, sexual harassment and abuse. It must ensure that its personnel and site representatives treat AVS personnel and suppliers professionally.

15.2 AVS may remove a person from a Site, stop a Service or suspend the Customer account immediately where AVS reasonably believes there is a risk to safety or serious misconduct. Charges remain payable where the Customer or its representative caused the stoppage.

16. Suspension and termination

16.1 AVS may suspend or terminate immediately for material or repeated breach, non-payment, dishonesty, unsafe instruction, abuse, confidentiality or data breach, sanctions risk, insolvency indicators, platform misuse or conduct reasonably likely to cause material safety, legal or reputational harm.

16.2 Either party may terminate an ongoing account on 30 days written notice. Termination does not affect accrued rights, accepted Bookings unless cancelled, payment, confidentiality, non-circumvention, data, claims, liability or dispute provisions.

17. Events outside reasonable control

17.1 Neither party is liable for delay caused by an event beyond its reasonable control, including severe weather, road closure, breakdown despite reasonable maintenance, network failure, industrial action, civil emergency or authority action. The affected party must notify the other and take reasonable mitigation steps.

17.2 An event outside reasonable control does not excuse payment for a Service already performed, third-party cost already incurred, waiting caused before the event or a duty to protect a Vehicle in the party's possession.

18. General

18.1 The Customer may not assign or transfer the Contract without AVS written consent. AVS may assign it to a group company or purchaser of the relevant business and may subcontract performance subject to these Terms.

18.2 No failure or delay is a waiver. If a provision is invalid or unenforceable, it is modified to the minimum extent necessary and the remainder continues. No person other than the parties has rights under the Contracts Rights of Third Parties Act 1999.

18.3 Notices must be sent to the registered account email and to AVS at the legal notice email or registered office stated on the applicable Booking confirmation or invoice. Operational messages may be sent through the portal. AVS may update these Terms on reasonable notice; a change does not retrospectively alter a completed Booking unless required by law or agreed.

18.4 The Contract and any non-contractual dispute are governed by English law. The courts of England and Wales have exclusive jurisdiction. Before issuing proceedings, the parties should escalate the dispute to senior management and allow 10 Business Days for resolution, except where urgent relief or limitation protection is required.

Schedule 1 Vehicle ready and handover checklist

Before collection: confirm release, exact location, registration and VIN where requested; make the Vehicle physically accessible; provide all keys and documents; disclose value, condition, warning lights and non-runner status; provide sufficient fuel or charge; and identify the authorised site contact.

At collection: provide a safe inspection area and prompt access; allow the driver to complete POC evidence; identify known damage; do not pressure the driver to omit evidence; and resolve discrepancies through AVS rather than directing the driver privately.

At delivery: ensure an authorised recipient is present; inspect promptly; confirm keys and documents; sign the POD or permit the driver to record a refusal or absence; and report any alleged new visible damage before the Vehicle is moved or used where reasonably possible.

Waiting tariff: 30 minutes free at collection and 30 minutes free at delivery; thereafter £40 for each started 30-minute period per attending driver or movement, equivalent to £80 per hour, plus VAT where applicable.

Schedule 2 Data processing terms

Where AVS is a processor, the subject matter is vehicle-logistics administration; duration is the Booking and necessary retention period; data may include names, business contact details, signatures, images, location and Vehicle-linked records; and data subjects may include Customer personnel, drivers, site contacts and recipients.

AVS will process only documented lawful instructions; ensure authorised personnel are bound by confidentiality; implement appropriate technical and organisational security; assist proportionately with rights requests, security incidents, impact assessments and regulator consultation; delete or return personal data at the end unless law requires retention; and provide information reasonably necessary to demonstrate compliance.

AVS may use sub-processors for hosting, communications, mapping, identity, document storage and Service delivery under written protections. AVS will notify the Customer of material new sub-processors where required and remain responsible for its processor obligations.

Personal data will not be transferred outside the UK without a lawful transfer mechanism and appropriate safeguards. Each party must notify the other without undue delay of a relevant personal-data breach and cooperate with legally required notifications.

Acceptance

By signing below, clicking acceptance in the AVS portal, placing a Booking or continuing to use the Services after notice of these Terms, the Customer confirms that it has authority to bind its organisation, has read these Terms and agrees to be bound by them.