CLAUSE 1 — PLATFORM NATURE, LIMITATION OF LIABILITY, AND CLIENT INDEMNITY
1.1 Nature of the Platform and Separation of Entities
DX Digital Design Limited ("the Company") is a technology services provider. The DXDD Recovery platform ("the Platform") constitutes software-as-a-service infrastructure providing digital routing, dispatch coordination, and payment processing facilitation exclusively. The Company is not, and shall not at any time be construed as, a motor carrier, haulage operator, freight broker, recovery operator, transport undertaking, or employer, agent, or principal of any tow truck operator, recovery driver, or roadside assistance technician. Nothing in this Agreement, and no act or omission of the Company in the performance of this Agreement, shall create or imply any such relationship.
Where the Platform includes an integration bridge enabling the Client to receive consumer leads generated by the Towpal marketplace ("the Towpal Integration"), the Client acknowledges and agrees that:
- (a) the Towpal marketplace is operated exclusively by Towpal Ltd, a legally distinct and separate commercial entity from DX Digital Design Limited. The two entities are not the same legal person, do not share operational liability, and have no common directorship, employment, or agency relationship that would cause the acts or omissions of one to be attributed to the other;
- (b) the Company's role in respect of the Towpal Integration is limited strictly to providing and maintaining the software bridge that transmits Towpal-generated lead data into the Platform's dispatch and routing infrastructure. The Company does not operate, manage, govern, or have any editorial or commercial control over the Towpal marketplace, its consumer-facing terms, its pricing algorithm, or its end-user relationships;
- (c) Towpal Ltd acts as a disclosed commercial agent on behalf of participating Fleet Operator clients for the limited purpose of standardising consumer-facing marketplace pricing within the Towpal application, as further described in Clause 1.7. This agency relationship is between Towpal Ltd and the Client only, and the Company is not a party to it; and
- (d) any liability arising from the Towpal marketplace — whether in respect of consumer transactions, marketplace pricing decisions, lead quality, data protection obligations arising from Towpal's consumer-facing operations, or Towpal Ltd's own acts or omissions — rests exclusively with Towpal Ltd as the operator of that marketplace and, where applicable, with the Client as the Merchant of Record under Clause 4.5. The Company accepts no liability whatsoever in respect of the Towpal marketplace or any transaction, dispute, or outcome arising from it.
1.2 Client's Operational Responsibility
The Client acknowledges and agrees that it is the sole operator of its towing and vehicle recovery business and is solely responsible for: (a) the conduct, competence, licensing, and insurance of all drivers and recovery operatives deployed through or in connection with the Platform, including in respect of any job originating from a Towpal marketplace lead; (b) the safety, roadworthiness, and regulatory compliance of all vehicles used in connection with the Platform; (c) all services provided to end-users, including the quality, timeliness, and outcome of any recovery or roadside assistance job, whether that job originated through the Platform's native dispatch or via the Towpal Integration; and (d) all applicable regulatory compliance, including without limitation obligations under the Road Traffic Act 1988, the Health and Safety at Work etc. Act 1974, and any applicable operator licensing requirements.
1.3 Exclusion of Liability
To the fullest extent permitted by applicable law, the Company hereby excludes all liability to the Client, and to any third party, for:
- (a) any damage to, or loss of, any vehicle, property, or cargo arising from or in connection with a recovery job facilitated through the Platform, including any job originating from a Towpal marketplace lead;
- (b) any personal injury, death, or physical harm arising from or in connection with the provision of roadside or recovery services by the Client or its operatives, whether the relevant job originated natively through the Platform or via the Towpal Integration;
- (c) any delayed, missed, or inaccurate ETA displayed through the Platform, including where such delay results from GPS inaccuracy, network failure, or adverse conditions;
- (d) any traffic accident, road traffic incident, or collision involving the Client's drivers or vehicles, whether or not the driver was en route to a job dispatched through the Platform;
- (e) any dispute, claim, or liability arising between the Client and any end-user of the towing or recovery service, including any consumer who booked through the Towpal marketplace;
- (f) any act, omission, decision, or failure of Towpal Ltd in its operation of the Towpal marketplace, including without limitation any pricing decision made by Towpal Ltd's commercial agency function, any consumer-facing error, or any failure of the Towpal marketplace to generate leads; and
- (g) any indirect, consequential, special, or punitive loss, including but not limited to loss of revenue, loss of profit, loss of business, loss of goodwill, or loss of data, arising under or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise.
1.4 Aggregate Liability Cap
Without prejudice to Clause 1.3, the Company's total aggregate liability to the Client under or in connection with this Agreement, howsoever arising — including in respect of any failure, interruption, or malfunction of the Towpal Integration — shall not in any circumstances exceed the total Monthly Recurring Revenue ("MRR") fees paid by the Client to the Company in the three (3) calendar months immediately preceding the event giving rise to the claim. For the avoidance of doubt, the value of any Towpal-originated consumer transactions, lead revenue, or Merchant of Record receipts shall not be taken into account in calculating this cap.
1.5 Client Indemnity
The Client shall fully and effectively indemnify, defend, and hold harmless the Company, its directors, officers, employees, contractors, and agents (together, the "Indemnified Parties") from and against any and all claims, actions, proceedings, losses, damages, costs, expenses (including reasonable legal fees on a solicitor-and-client basis), fines, penalties, and liabilities of any nature brought against or suffered by any Indemnified Party arising out of or in connection with:
- (a) the Client's operation of its towing or recovery business, including the fulfilment of any job originating from a Towpal marketplace lead;
- (b) any act, omission, negligence, or misconduct of any driver, operative, or subcontractor deployed by the Client;
- (c) the Client's breach of any applicable law or regulation;
- (d) any claim by a consumer or end-user arising from services provided by the Client, whether booked natively through the Platform or originating via the Towpal marketplace; and
- (e) any chargeback, refund liability, or financial penalty arising from the Client's status as Merchant of Record under Clause 4.5 in respect of Towpal-originated transactions.
This indemnity shall survive the termination or expiry of this Agreement.
1.6 Savings
Nothing in this Clause 1 shall exclude or limit the Company's liability for death or personal injury caused by the Company's own negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited under English law.
1.7 Towpal Commercial Agency — Client Acknowledgement
The Client acknowledges that, in respect of consumer-facing transactions originating through the Towpal marketplace, Towpal Ltd acts as the Client's disclosed commercial agent for the sole and limited purpose of: (a) calculating and presenting standardised recovery fees to consumers within the Towpal application, based on pricing parameters applicable to the Client's Assigned Territory; (b) placing payment authorisation holds on consumers' payment methods via Stripe Connect on the Client's behalf; and (c) managing the consumer-facing cancellation and refund flow in accordance with Towpal Ltd's published consumer terms.
The Client agrees that this commercial agency arrangement is governed by a separate agreement between the Client and Towpal Ltd and that the Company is not a party to, and accepts no liability in respect of, that arrangement. The Client further acknowledges that the pricing algorithm applied by Towpal Ltd in its capacity as commercial agent is proprietary to Towpal Ltd and that the Client has no right to alter, override, or interfere with it. The Client's sole right in respect of any individual Towpal-generated lead is to accept or reject the dispatch in accordance with Clause 1.8 below.
1.8 Client's Right to Reject Towpal Leads
The Client retains the right to decline any individual job dispatch originating from the Towpal marketplace. The Client may exercise this right on a per-job basis. However, the Client acknowledges that:
- (a) declining a Towpal lead does not entitle the Client to alter, challenge, or request recalculation of the consumer-facing price set by Towpal Ltd's pricing algorithm for that job;
- (b) systematic or habitual rejection of Towpal leads may, at the Company's discretion, be treated as a failure to utilise the Towpal Integration and may be considered alongside Minimum Operational Volume performance under Clause 3; and
- (c) the Client's right to reject leads does not affect the authorisation hold placed on the consumer's payment method by Towpal Ltd, which is governed solely by Towpal Ltd's consumer-facing terms and the Stripe Connect flow applicable to that transaction.
CLAUSE 2 — GEOGRAPHIC TERRITORY, EXCLUSIVITY, AND TOWPAL LEAD ACCESS
2.1 Grant of Territorial Licence
Subject to the Client's continued compliance with the terms of this Agreement, including the Minimum Operational Volume requirements set out in Clause 3, the Company grants to the Client a limited, revocable, non-exclusive by default, non-transferable software licence to access and use the Platform within the geographic territory defined by the Ordnance Survey postcode boundaries specified in Schedule 1 to this Agreement ("the Assigned Territory").
2.2 Upgrade to Exclusive Territory Rights — Scope and Towpal Integration
Where the Company has confirmed in writing (including by way of a signed Schedule or Order Form) that the Client has been granted Exclusive Territory Rights in respect of the Assigned Territory ("Exclusivity"), the following shall apply:
- (a) Platform Exclusivity — the Company agrees that, for so long as Exclusivity remains in force pursuant to this Clause 2, it will not knowingly onboard a directly competing towing fleet operator holding an active contract under the same tier of the Platform within the identical Ordnance Survey postcode boundaries comprising the Assigned Territory; and
- (b) Towpal Lead Exclusivity — as an additional component of Exclusive Territory Rights, the Client shall receive sole access, via the Towpal Integration, to consumer recovery leads generated by the Towpal marketplace within the Assigned Territory postcodes. Where Exclusivity is in force, Towpal Ltd will not, through the Towpal Integration, dispatch leads originating within the Assigned Territory to any other Fleet Operator client of the Company operating the Platform. This Towpal lead exclusivity operates as a technical routing preference within the integration bridge and is contingent on the Exclusivity remaining in force under this Agreement.
2.3 Critical Limitation — No Volume Guarantee
The Client expressly acknowledges and agrees that the grant of Exclusive Territory Rights, including the Towpal lead exclusivity component under Clause 2.2(b), carries no guarantee, representation, or warranty of any kind regarding lead volume, job frequency, revenue generation, or commercial outcome.
Without limiting the generality of the foregoing:
- (a) neither the Company nor Towpal Ltd makes any representation, warranty, or forecast — express or implied — as to the minimum number of consumer leads that will be generated by the Towpal marketplace within the Assigned Territory during any period;
- (b) neither the Company nor Towpal Ltd guarantees any minimum gross transaction value, revenue, or profit to the Client in respect of Towpal-originated jobs;
- (c) the volume of Towpal leads within any territory is determined entirely by consumer demand and market conditions within that territory, which are outside the control of both the Company and Towpal Ltd;
- (d) the MRR Fee and any Exclusivity Premium payable by the Client are consideration for: (i) access to the Platform software and its functionality; and (ii) the right to exclusivity within the Assigned Territory and sole routing of any Towpal leads that do arise — not for a guaranteed quota of leads or a guaranteed level of commercial return; and
- (e) the Client confirms that it has not entered into this Agreement in reliance on any projection, forecast, sales estimate, or representation regarding expected Towpal lead volumes, and that any such figures communicated during the sales process were illustrative only and did not constitute contractual commitments.
2.4 Nature of Exclusivity
The Client acknowledges that Exclusivity, where granted, constitutes a contractual right only and does not confer any proprietary interest, intellectual property right, or any other interest in the Assigned Territory, any postcode data, or the Towpal marketplace or its consumer base. Exclusivity is granted solely in respect of the Client's use of the Platform and the routing of Towpal leads, and confers no right to prevent the Company or Towpal Ltd from operating for any other purpose within the Assigned Territory.
2.5 Non-Transferability of Territory Rights
The Assigned Territory and any Exclusivity rights granted thereunder are personal to the Client and strictly non-transferable. The Client shall not, whether by agreement or by operation of law:
- (a) assign, sublicense, sublease, share, or otherwise transfer its territorial rights or any benefit of this Agreement to any third party;
- (b) permit any third party to operate or benefit from the Platform or any Towpal lead routing under the Client's account or territory allocation; or
- (c) purport to transfer territorial rights as part of a sale, merger, or acquisition of the Client's business or any part thereof.
2.6 Change of Control and Business Cessation
In the event that: (a) the Client undergoes a Change of Control (meaning any transaction resulting in a change of more than 50% of the voting rights or ownership of the Client); (b) the Client ceases to trade or enters into insolvency proceedings; or (c) the Client's business is sold or transferred to a third party — then the territorial licence, all Exclusive Territory Rights, and the Towpal lead routing preference under Clause 2.2(b) shall immediately and automatically terminate and revert to the Company without notice, without liability, and without any obligation to refund pre-paid fees. The Client shall notify the Company in writing within 48 hours of the occurrence of any such event.
2.7 Revision of Territory Boundaries
The Company reserves the right, on no less than 30 days' written notice, to reasonably adjust Assigned Territory boundaries where necessitated by significant changes to Ordnance Survey postcode boundary data, provided that any such adjustment does not materially diminish the operational coverage of the Assigned Territory as originally agreed.
CLAUSE 3 — MINIMUM OPERATIONAL VOLUME AND EXCLUSIVITY MAINTENANCE
3.1 Minimum Volume Commitment
As a condition of maintaining Exclusive Territory Rights under Clause 2.2, the Client agrees to process through the Platform, on a completed and settled basis, the Minimum Operational Volume ("Minimum Volume") specified in Schedule 2 during each calendar month of the Agreement term. For the purposes of this Clause 3, completed jobs originating from both the Platform's native dispatch and the Towpal Integration shall count towards the Minimum Volume, provided they are settled through the Platform's integrated payment infrastructure.
3.2 Measurement and Reporting
The Company shall make available to the Client, via the Platform dashboard, a real-time record of completed job volume and transaction value for the current billing cycle. The figures recorded in the Company's system of record shall be the authoritative measure for the purposes of this Clause 3 and shall prevail in the event of any dispute, absent manifest error.
3.3 Consequence of Failure to Meet Minimum Volume
If the Client fails to meet the Minimum Volume for any single billing cycle, the Company shall issue a written Performance Warning Notice identifying the shortfall. If the Client fails to meet the Minimum Volume for two (2) consecutive billing cycles following the issue of that notice, the Company shall be entitled, at its sole election and upon written notice to the Client, to exercise one or both of the following remedies:
- (a) Exclusivity Suspension — The Company may immediately suspend the Client's Exclusive Territory Rights and Towpal lead routing preference, releasing the Assigned Territory for licensing to competing operators and notifying Towpal Ltd to cease exclusive lead routing to the Client within that territory, without any obligation to compensate the Client; and/or
- (b) Agreement Termination — The Company may terminate this Agreement in accordance with Clause 4 or Clause 5, as applicable.
3.4 No Entitlement to Exclusivity Refund
The Client acknowledges that any Exclusivity Premium paid is non-refundable upon suspension or loss of Exclusivity under this Clause 3, as it constitutes consideration for the period during which Exclusivity was granted — including the right to exclusive Towpal lead routing — not a guarantee of its continuation or of any particular volume of leads.
3.5 Reinstatement
Following an Exclusivity Suspension, the Company may, at its sole discretion, offer reinstatement on such revised commercial terms as it considers appropriate. The Company is under no obligation to offer reinstatement, and the Assigned Territory and its associated Towpal lead routing may by that time have been allocated to a third party.
CLAUSE 4 — TERMINATION FOR CAUSE: PAYMENT DEFAULT AND STRIPE ACCOUNT EVENTS
4.1 Payment Obligations
The Client shall pay the MRR Fee as specified in the Order Form or Schedule 3 by the due date in each billing cycle. All fees are exclusive of VAT, which shall be charged at the prevailing rate.
4.2 Stripe Account Requirements
The Client shall throughout the term: (a) maintain a valid, active, and fully verified Connected Stripe Account in good standing, integrated with the Platform; (b) comply at all times with Stripe's Connected Account Agreement and all applicable Stripe policies; and (c) notify the Company in writing within 24 hours of any suspension, restriction, freeze, or adverse action taken by Stripe in respect of the Connected Stripe Account.
4.3 Events of Default
Each of the following shall constitute an Event of Default:
- (a) the Client's failure to pay the MRR Fee within 7 days of its due date;
- (b) the suspension, freezing, restriction, or termination of the Client's Connected Stripe Account by Stripe for any reason, including elevated chargeback ratios, suspected fraud, KYC/AML failure, or policy violations — whether such issues arise from the Platform's native dispatch or from Towpal-originated transactions for which the Client is Merchant of Record;
- (c) the Client's chargeback ratio on transactions processed through the Platform — including Towpal-originated jobs — exceeding the threshold set by Stripe's standard merchant monitoring programme;
- (d) the Client's failure to maintain a valid payment method capable of settling the MRR Fee; or
- (e) any material misrepresentation made by the Client in its onboarding documentation, Stripe application, or any Schedule to this Agreement.
4.4 Immediate Suspension
Upon the occurrence of any Event of Default, the Company reserves the right to immediately suspend the Client's access to the Platform — including the Towpal Integration and all Towpal lead routing — without prior notice and without liability. The Company shall notify the Client of such suspension in writing as soon as reasonably practicable.
4.5 Merchant of Record — Towpal-Originated Transactions
The Client acknowledges and agrees that, in respect of all consumer transactions originating from the Towpal marketplace and processed through the Platform via Stripe Connect:
- (a) the Client acts as the Merchant of Record for all such transactions. The Client's Connected Stripe Account is the account into which captured consumer funds are received and from which driver payouts, refunds, and chargeback liabilities are settled;
- (b) the Client assumes full and exclusive financial liability for: (i) all consumer refunds arising from cancellations, including Late Cancellation Fee adjustments processed in accordance with Towpal Ltd's consumer-facing cancellation policy; (ii) all chargeback claims initiated by consumers in respect of Towpal-originated jobs, including the cost of any chargeback dispute fees levied by Stripe; and (iii) all driver and operative payouts due in respect of completed Towpal-originated jobs, processed through the Platform's payout infrastructure;
- (c) the Company accepts no financial liability for any refund, chargeback, payout obligation, or Stripe penalty arising from any Towpal-originated transaction. The Company's role is limited to operating the software integration bridge through which such transactions are routed;
- (d) the Client agrees to maintain sufficient funds or credit within or accessible to its Connected Stripe Account at all times to meet foreseeable refund and chargeback obligations arising from Towpal-originated activity; and
- (e) if chargeback or refund activity arising from Towpal-originated transactions causes the Client's Connected Stripe Account to be flagged, restricted, or suspended by Stripe, this shall constitute an Event of Default under Clause 4.3(b) and the provisions of Clauses 4.4 to 4.6 shall apply accordingly.
4.6 Cure Period
Following suspension under Clause 4.4, the Client shall have seven (7) calendar days from the date of the written suspension notice to remedy the Event of Default in full, including by: (a) settling all outstanding MRR Fees; (b) providing written confirmation from Stripe that the Connected Stripe Account has been reinstated; or (c) taking such other remedial action as the Company reasonably requires.
4.7 Termination Following Failed Cure
If the Client fails to remedy the Event of Default within the Cure Period, the Company may, by written notice with immediate effect, terminate this Agreement. Upon such termination: (a) all Platform access, including the Towpal Integration, shall be permanently revoked; (b) the Assigned Territory and all Exclusive Territory Rights shall revert to the Company immediately; (c) Towpal Ltd will be notified to cease lead routing to the Client; (d) all outstanding MRR Fees shall become immediately due and payable; and (e) the Company shall be entitled to exercise all remedies available at law or in equity.
4.8 Accrued Rights
Termination of this Agreement shall not affect any rights, remedies, obligations, or liabilities of either party accrued up to the date of termination.
CLAUSE 5 — TERMINATION FOR CONVENIENCE
5.1 Right to Terminate for Convenience
Either party may terminate this Agreement for any reason or for no reason upon providing not less than [30 / 60] days' written notice to the other party. The applicable notice period shall be specified in the Order Form or Schedule 3.
5.2 Effect of Notice
During the notice period, both parties shall continue to perform their respective obligations in full. The Client shall continue to pay all MRR Fees falling due. The Company shall continue to provide Platform access and Towpal Integration routing, subject to the Client's continued compliance with this Agreement.
5.3 Cessation of Access
With immediate effect upon expiry of the notice period:
- (a) the Client's access to the Platform — including the Towpal Integration, all dispatch, routing, payment processing, and data dashboard functionality — shall be permanently disabled;
- (b) the Assigned Territory and all Exclusive Territory Rights shall immediately and automatically revert to the Company, and the Company shall notify Towpal Ltd to cease exclusive lead routing to the Client within that territory forthwith;
- (c) the Company shall be at liberty to licence the Assigned Territory and offer Towpal lead routing within it to any third party without restriction or obligation to the Client; and
- (d) any API credentials, integration tokens, or access keys issued to the Client shall be revoked.
5.4 Data Retrieval
Following termination, the Client shall have [14 / 30] days to request an export of its operational data held within the Platform. Following expiry of that window, the Company shall have no obligation to retain or provide access to the Client's data, save as required by law.
5.5 No Liability for Convenience Termination
Neither party shall have any liability to the other solely as a result of exercising its right to terminate for convenience under this Clause 5, provided that: (a) any pre-paid MRR Fees covering a period beyond the termination date shall be refunded on a pro-rata basis within 30 days; and (b) all accrued payment obligations of the Client remain due and payable in full.
5.6 Towpal Lead Routing — Post-Termination
For the avoidance of doubt, upon termination of this Agreement for any reason — whether for cause under Clause 4 or for convenience under this Clause 5 — the Company's obligation to maintain or procure exclusive Towpal lead routing to the Client ceases entirely and with immediate effect. The Client shall have no claim against the Company or Towpal Ltd in respect of leads generated within the Assigned Territory following the termination date.
5.7 Survival
The following provisions shall survive termination or expiry of this Agreement for any reason: Clause 1 (Platform Nature, Liability Shield, and Client Indemnity, including Clauses 1.1 through 1.8); Clause 4.5 (Merchant of Record obligations in respect of transactions processed prior to termination); the Client's accrued payment obligations; all confidentiality obligations; and any other provision that by its nature is intended to survive termination.