ECOACHMANAGER LTD

Software-as-a-Service Terms & Conditions

Version: 2026-03-17

Governing Law: England and Wales

1. Acceptance of Terms

These Terms and Conditions (“Terms”) govern your access to and use of the eCoachManager software platform (“Software”) provided by ECOACHMANAGER LTD, a company incorporated in England and Wales (“Company”). By clicking “I Agree,” signing an Order Form, or otherwise accessing or using the Software, the customer (“Customer”) agrees to be bound by these Terms.

2. Software Description

The Software is a cloud-based Software-as-a-Service (SaaS) platform providing vehicle management, fleet scheduling, and operational tools designed for coach, minibus charter, and tour operators. The specific features available to the Customer are determined by the subscription plan selected and documented in the applicable Order Form.

3. License Grant

Subject to these Terms and payment of applicable Fees, Company grants Customer a non-exclusive, non-transferable, limited licence to access and use the Software during the Term solely for Customer’s internal business operations. Customer shall not:

• permit any third party (other than authorised users within Customer’s organisation) to access or use the Software;
• modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software;
• create derivative works based on the Software;
• use the Software for any illegal, unlawful, or unauthorised purpose;
• sub-licence, sell, resell, transfer, assign, or otherwise commercialise or make available the Software to any third party.

4. Term and Termination

4.1 Term

The Term shall commence on the date Customer first accesses the Software (“Effective Date”) and shall continue for the subscription period specified in the Order Form (either annually or quarterly). The Term shall automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.

4.2 Termination for Cause

Either party may terminate this Agreement immediately on written notice if:

• the other party commits a material breach of these Terms and (where such breach is remediable) fails to remedy it within fourteen (14) days of written notice; or
• the other party becomes insolvent, enters administration, liquidation, or any analogous insolvency process.

4.3 Suspension for Non-Payment

Company may suspend Customer’s access to the Software upon fourteen (14) days’ written notice if any Fees remain unpaid beyond their due date. Suspension does not relieve Customer of its payment obligations.

4.4 Effect of Termination

Upon termination or expiry of the Term:

• all licences granted hereunder shall immediately cease;
• Customer shall promptly cease all use of the Software;
• Company shall, within thirty (90) days of termination, make available to Customer an export of Customer Data in a commonly used machine-readable format, and shall thereafter securely delete Customer Data from its systems, unless retention is required by law.

5. Fees and Payment

Customer shall pay the fees set out in the Order Form or applicable quote (“Fees”). Fees are invoiced in advance on an annual or quarterly basis in accordance with the selected billing cycle. Payment is due within fourteen (14) days of the invoice date.

Company reserves the right to increase Fees at the start of any renewal Term by providing not less than sixty (60) days’ written notice prior to the renewal date. If Customer does not accept the revised Fees, Customer may terminate by providing written notice before the renewal date.

Any sums remaining unpaid after the due date shall accrue interest at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Customer is responsible for all applicable taxes, including VAT.

6. Service Levels and Support

Company shall use commercially reasonable efforts to ensure the Software is available 99.5% of the time in any given calendar month, excluding scheduled maintenance windows (of which Company shall give reasonable advance notice) and circumstances beyond Company’s reasonable control.

Company shall provide technical support during Business Hours (09:00–17:30 UK time, Monday to Friday, excluding UK public holidays). The specific support tier and response times applicable to Customer shall be set out in the Order Form.

7. Data Protection

7.1 Roles

The parties acknowledge that in providing the Software, Company acts as a data processor and Customer acts as a data controller, as those terms are defined under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

7.2 Data Processing Agreement

Company shall process Customer Data only in accordance with Customer’s documented instructions, except where required to do so by applicable law. Company shall:

• implement appropriate technical and organisational measures to protect Customer Data against unauthorised or unlawful processing, accidental loss, destruction, or damage;
• ensure that persons authorised to process Customer Data are bound by confidentiality obligations;
• not engage sub-processors without Customer’s prior written consent (which shall not be unreasonably withheld), and flow down equivalent data protection obligations to any sub-processor;
• notify Customer without undue delay (and in any event within 72 hours) upon becoming aware of a personal data breach affecting Customer Data;
• assist Customer in fulfilling its obligations to respond to data subject requests under applicable data protection legislation;
• upon termination, return or securely delete Customer Data as set out in Clause 4.4.

8. Confidentiality

Each party (“Receiving Party”) agrees to keep confidential all non-public information disclosed by the other party (“Disclosing Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). This obligation applies equally to both parties.

The obligations in this Clause shall not apply to information that: (a) is or becomes publicly available other than through the Receiving Party’s breach; (b) was known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party; or (d) must be disclosed by law or regulatory requirement.

Confidentiality obligations shall survive termination of these Terms for a period of three (3) years.

9. Intellectual Property

The Software and all intellectual property rights therein are and shall remain the exclusive property of Company. These Terms do not grant Customer any ownership rights in the Software.

Customer retains all ownership rights in Customer Data. Company shall have no right to use Customer Data except as strictly necessary to provide the Software in accordance with these Terms.

10. Warranties

Company warrants that:

• the Software will perform materially in accordance with its documentation during the Term;
• it has the right to grant the licences in these Terms;
• it will provide the Software with reasonable care and skill, as required under the Supply of Services (Implied Terms) Act 1982 and the Consumer Rights Act 2015 where applicable.

11. Limitation of Liability

Nothing in these Terms shall limit or exclude either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by law.

Subject to the above, Company’s total aggregate liability to Customer arising out of or in connection with these Terms shall not exceed the total Fees paid by Customer in the twelve (12) months immediately preceding the event giving rise to the claim.

Subject to the carve-outs above, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive loss or damage, including loss of profit, loss of revenue, loss of data, or loss of business opportunity.

12. Indemnification

Customer agrees to indemnify and hold harmless Company from any third-party claims, losses, damages, and reasonable legal costs arising out of Customer’s breach of these Terms or Customer’s unlawful use of the Software.

Company agrees to indemnify and hold harmless Customer from any third-party claims that the Software, as provided by Company, infringes any third-party intellectual property rights.

13. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms where such delay or failure is caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, pandemic, strike, lockout, or failure of third-party infrastructure providers. The affected party shall notify the other promptly and shall use reasonable endeavours to mitigate the impact.

14. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with these Terms.

15. Assignment

Customer may not assign, transfer, or sub-contract any of its rights or obligations under these Terms without the prior written consent of Company. Company may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided it gives Customer reasonable prior written notice.

16. Acceptable Use

Customer shall use the Software only for lawful purposes and in accordance with these Terms. Customer shall not use the Software to:

• store, transmit, or distribute unlawful, defamatory, or infringing content;
• introduce viruses, malware, or any other harmful code;
• attempt to gain unauthorised access to any system or network;
• use the Software in a manner that places unreasonable load on Company’s infrastructure.

17. General

17.1 Entire Agreement

These Terms, together with any applicable Order Form, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior communications, representations, or agreements, whether oral or written.

17.2 Amendment

These Terms may be amended only by a written instrument signed by authorised representatives of both parties, except that Company may update these Terms on not less than thirty (30) days’ written notice, and Customer’s continued use of the Software after that period constitutes acceptance.

17.3 Waiver

No waiver by either party of a breach of any provision of these Terms shall be deemed a waiver of any subsequent breach of the same or any other provision.

17.4 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

17.5 Notices

All notices under these Terms shall be in writing and shall be deemed duly served when: (a) delivered personally; (b) sent by first-class post to the address specified in the Order Form; or (c) sent by email to the email address specified in the Order Form, with delivery confirmed by read receipt or non-automated reply.

17.6 Anti-Bribery

Each party shall comply with all applicable anti-bribery and anti-corruption legislation, including the Bribery Act 2010.

ECOACHMANAGER LTD

Australia Jurisdiction Schedule

Supplementary Terms to the eCoachManager Master Terms and Conditions (England & Wales)

Version: 2026-03-17

1. Application of this Schedule

This Schedule applies to Customers whose principal place of business is located in Australia. It forms part of and is incorporated into the eCoachManager Master Terms and Conditions (England & Wales) (“Master Terms”). Where any provision of this Schedule conflicts with the Master Terms, the provisions of this Schedule shall prevail to the extent of that conflict. All other provisions of the Master Terms remain in full force and effect.

2. Governing Law and Jurisdiction

Notwithstanding Clause 14 of the Master Terms, this Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales.

3. Australian Consumer Law

The Competition and Consumer Act 2010 (Cth), Schedule 2 (Australian Consumer Law, “ACL”) may apply to this Agreement. Nothing in the Master Terms is intended to exclude, restrict, or modify any right or guarantee that cannot lawfully be excluded under the ACL.

3.1 Unfair Contract Terms

To the extent that any provision of the Master Terms constitutes an unfair contract term within the meaning of the ACL (as amended by the Treasury Laws Amendment (More Competition, Better Prices) Act 2022), such provision is severed and the remainder of the Master Terms continues in full force.

3.2 Consumer Guarantees

Where the ACL applies and the Software is acquired for business purposes, the parties agree that liability for breach of any guarantee implied by the ACL (other than those that cannot be excluded) is limited to: (a) the resupply of the services; or (b) the payment of the cost of having the services supplied again, at Company’s election.

4. Privacy — Australian Privacy Principles

Company acknowledges that the Privacy Act 1988 (Cth) and the Australian Privacy Principles (“APPs”) may apply to the processing of personal information of Australian individuals in connection with the Software. Company shall:

• handle all personal information in accordance with the APPs;
• not use or disclose personal information for any purpose other than providing the Software;
• on request, provide Customer with a copy of Company’s Privacy Policy;
• notify Customer as soon as practicable upon becoming aware of an Eligible Data Breach within the meaning of the Privacy Act 1988 (Cth), Part IIIC.

5. Goods and Services Tax (GST)

All fees and charges set out in the Order Form are exclusive of GST. Where GST is payable on any supply made under this Agreement, the recipient shall pay to the supplier an additional amount equal to the GST payable, subject to receipt of a valid tax invoice. GST has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

6. Late Payment Interest

Notwithstanding Clause 5 of the Master Terms, interest on overdue amounts shall accrue at the rate of 10% per annum (simple interest), which the parties agree is a genuine pre-estimate of the cost of late payment under Australian commercial practice.

ECOACHMANAGER LTD

New Zealand Jurisdiction Schedule

Supplementary Terms to the eCoachManager Master Terms and Conditions (England & Wales)

Version: 2026-03-17

1. Application of this Schedule

This Schedule applies to Customers whose principal place of business is located in New Zealand. It forms part of and is incorporated into the eCoachManager Master Terms and Conditions (England & Wales) (“Master Terms”). Where any provision of this Schedule conflicts with the Master Terms, the provisions of this Schedule shall prevail to the extent of that conflict. All other provisions of the Master Terms remain in full force and effect.

2. Governing Law and Jurisdiction

Notwithstanding Clause 14 of the Master Terms, this Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of New Zealand. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New Zealand.

3. Consumer and Fair Trading Legislation

3.1 Fair Trading Act 1986

Nothing in the Master Terms is intended to exclude any right or remedy available to Customer under the Fair Trading Act 1986 (NZ) that cannot lawfully be excluded. To the extent any provision of the Master Terms is inconsistent with the Fair Trading Act 1986, that provision is modified to the minimum extent necessary to comply.

3.2 Contract and Commercial Law Act 2017

To the extent the Contract and Commercial Law Act 2017 (NZ) applies to this Agreement, any provision found to be unconscionable or in breach of the Act is severed and the remainder of the Master Terms continues in full force.

4. Privacy — New Zealand Privacy Act 2020

Company acknowledges that the Privacy Act 2020 (NZ) applies to the processing of personal information of New Zealand individuals in connection with the Software. Company shall:

• handle all personal information in accordance with the Information Privacy Principles set out in the Privacy Act 2020 (NZ);
• not use or disclose personal information for any purpose other than providing the Software;
• notify Customer without undue delay upon becoming aware of a Privacy Breach that is likely to cause serious harm, as defined under the Privacy Act 2020 (NZ);
• where required, cooperate with the New Zealand Privacy Commissioner in connection with any investigation relating to Customer Data.

5. Goods and Services Tax (GST)

All fees and charges set out in the Order Form are exclusive of New Zealand GST. Where NZ GST is payable on any supply under this Agreement, Customer shall pay an additional amount equal to the applicable GST, subject to receipt of a valid GST invoice. NZ GST has the meaning given in the Goods and Services Tax Act 1985 (NZ).

6. Currency

Unless otherwise specified in the Order Form, all fees shall be invoiced and payable in New Zealand Dollars (NZD). Where fees are quoted in GBP, the conversion rate shall be the mid-market rate published by the Reserve Bank of New Zealand on the invoice date.

ECOACHMANAGER LTD

South Africa Jurisdiction Schedule

Supplementary Terms to the eCoachManager Master Terms and Conditions (England & Wales)

Version: 2026-03-17

1. Application of this Schedule

This Schedule applies to Customers whose principal place of business is located in the Republic of South Africa. It forms part of and is incorporated into the eCoachManager Master Terms and Conditions (England & Wales) (“Master Terms”). Where any provision of this Schedule conflicts with the Master Terms, the provisions of this Schedule shall prevail to the extent of that conflict. All other provisions of the Master Terms remain in full force and effect.

2. Governing Law and Jurisdiction

Notwithstanding Clause 14 of the Master Terms, this Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Republic of South Africa. Each party irrevocably submits to the non-exclusive jurisdiction of the High Court of South Africa (Gauteng Division, Pretoria).

3. Electronic Communications and Contract Formation

The parties acknowledge that this Agreement is concluded electronically and that, in accordance with the Electronic Communications and Transactions Act 25 of 2002 (“ECTA”), electronic acceptance (including payment of an invoice) constitutes valid and binding acceptance of these Terms. Company’s website and proposal documents constitute “electronic transactions” within the meaning of ECTA.

4. Consumer Protection

4.1 Consumer Protection Act 68 of 2008

To the extent the Consumer Protection Act 68 of 2008 (“CPA”) applies to this Agreement, nothing in the Master Terms is intended to waive any right that Customer is entitled to exercise under the CPA. Where the CPA applies, Company shall provide Customer with at least twenty (20) business days’ written notice before exercising any right to cancel, suspend, or materially vary the terms of service.

4.2 Limitation of Liability

To the extent that any limitation of liability in the Master Terms is found to be contrary to the CPA or any other applicable South African legislation, such limitation is modified to the minimum extent necessary to achieve compliance, and the remainder of the limitation clause remains in full force.

5. Protection of Personal Information — POPIA

Company acknowledges that the Protection of Personal Information Act 4 of 2013 (“POPIA”) applies to the processing of personal information of South African data subjects in connection with the Software. For the purposes of POPIA:

• Customer is the “responsible party” (equivalent to data controller under UK GDPR);
• Company is the “operator” (equivalent to data processor under UK GDPR).

Company shall, as operator:

• process personal information only with the knowledge or authorisation of Customer as responsible party;
• implement appropriate technical and organisational measures to secure the integrity and confidentiality of personal information in its possession or under its control;
• notify Customer immediately where there are reasonable grounds to believe that the personal information of a data subject has been accessed or acquired by an unauthorised person;
• upon termination, return or securely destroy personal information in accordance with Customer’s instructions, subject to any legal retention obligations;
• not transfer personal information outside the Republic of South Africa without Customer’s prior written authorisation, unless the destination country has equivalent data protection standards or adequate safeguards are in place.

6. Value Added Tax (VAT)

All fees and charges set out in the Order Form are exclusive of South African VAT. Where VAT is payable on any supply made under this Agreement, Customer shall pay an additional amount equal to the applicable VAT, subject to receipt of a valid South African tax invoice where required.

7. Currency

Unless otherwise specified in the Order Form, all fees shall be invoiced in GBP (Pounds Sterling). Where Customer requests invoicing in South African Rand (ZAR), the conversion rate shall be the mid-market rate published by the South African Reserve Bank on the invoice date.

8. Anti-Corruption — Prevention and Combating of Corrupt Activities Act

Each party shall comply with the Prevention and Combating of Corrupt Activities Act 12 of 2004 (South Africa) and all other applicable anti-corruption legislation. Neither party shall offer, promise, or give any undue advantage to any person in connection with this Agreement.