SERVICES DESCRIPTIONS
1. DEFINITIONS AND INTERPRETATION
1.1.
Capitalised terms
shall have the meaning first ascribed to them in this Agreement, including:
“Algorithm” |
has the meaning given to
it in clause 2.2.1 of this Appendix; |
“Appraisal” |
has the meaning given to
it in Appendix 1 (eVA Services Terms and Conditions); |
“Assumptions” |
means
in valuing the Vehicle and preparing/providing the Verifying Retailer with a
Valuation, Manheim has made the following assumptions about the Vehicle:
|
“Charges” |
has the meaning given to
it in the Schedule; |
“Company” |
has the meaning given to
it in the Schedule; |
“Consumer” |
has the meaning given to
it in Appendix 1 (eVA Services Terms and Conditions); |
“Consumer
Appraisal” |
has the meaning given to
it in clause 3.1 of this Appendix; |
“Losses” |
has the meaning given to
it in Appendix 1 (eVA Services Terms and Conditions); |
“Online Platform” |
The Company’s web
platform; |
“Output
Data” |
has the meaning given to
it in clause 2 and 6 of this Appendix; |
“Provenance Material” |
has the meaning given to
it in clause 1.1 of this Appendix; |
“Retailer” |
has the meaning given to
it in Appendix 1 (eVA Services Terms and Conditions); |
“Retailer Appraisal” |
has the meaning given to
it in clause 3.5 of this Appendix; |
“Retailer
Purchase” |
has
the meaning given to it in clause 5 of this Appendix; |
“Roof
Top” |
means each physical
location of a Retailer; |
“Schedule” |
means the document that is
titled EVA Services Agreement Schedule and that states the Services and the
applicable Charges; |
“Services” |
has the meaning given to
it in the Schedule; |
“Valuation” |
has the meaning given to
it in Appendix 1 (eVA Services Terms and Conditions); |
“Vehicle” |
has the meaning given to
it in Appendix 1 (eVA Services Terms and Conditions); |
“Verifying Retailer” |
has the meaning given to
it in clause 3.6 of this Appendix; |
“WebApp” |
has
the meaning given to it in Appendix 1 (eVA Services Terms and Conditions); |
“Working
Days” |
a day
other than a Saturday, Sunday or public bank holiday in the United Kingdom. |
2.2. If the
Company subscribes to eVA Premium Services or eVA Pro Services, Manheim
provides a licence to and hosting of the WebApp.
2.3. The
WebApp will be embedded (via API integration or container solution) onto the
Online Platform for the duration of, and in accordance with, the terms of this
Agreement.
2.4.
The WebApp will enable:
2.4.1.interface into
Manheim’s used vehicle valuation algorithm (“Algorithm”); and
2.4.2.subject to the category
of Services contracted by the Company, use by the Company and Retailers of the
Output Data as set out in clause 6 of
this Appendix; and
2.4.3.Manheim will provide support and maintenance services in accordance with
clause 8 (Service Levels) of this
Appendix.
3.1. This clause 3 is applicable only to a Company subscribing to eVA
Premium Services or eVA Pro Services.
3.2. A
Consumer visiting the Online Platform will input their details onto the Online
Platform and carry out an Appraisal of the Vehicle. The Appraisal is a set process in the WebApp with
standard questions and fields to be completed, in order to allow the WebApp to
generate a Valuation (“Consumer Appraisal”).
3.3.
The Valuation will be valid for a period of 7
days unless otherwise agreed between the parties. Subject to the category of
Services contracted by the Company under this Agreement, longer term Valuations
may be adjusted to account for depreciation.
3.4.
The Valuation is based on the Consumer
Appraisal and is dependent on the Consumer’s accuracy and honesty in carrying
out the Consumer Appraisal.
3.5.1.the Consumer will then be given the option to part exchange the Vehicle
for a new vehicle from any one of the Retailers; and
3.5.2.the Consumer Appraisal will then be made available to the relevant
Retailer. The Retailer will verify the accuracy of the Appraisal, the resulting
Valuation and the condition of the Vehicle (“Retailer
Appraisal”).
3.6. The Retailer that has completed a Retailer Appraisal
will be referred to as the Verifying Retailer.
4. ADDITIONAL SERVICES
4.1. The Verifying Retailer, subject to the category of
Services provided by Manheim under this Agreement, may retain the Vehicle, by
purchasing it from the Consumer subject to the terms of clause 5 of this Appendix (“Retailer Purchase”); or
4.1.1.sell the Vehicle through a Manheim auction.
5.1. If the Verifying Retailer chooses to purchase the
Vehicle from the Consumer and retain it, it will agree the purchase terms with
the Consumer (“Retailer
Purchase”). Manheim
shall not be a party to such Retailer Purchase contract.
6.
CATEGORY
OF SERVICES AND FUNCTIONALITY OF THE OUTPUT DATA AND THE WEBAPP
6.1.
The Services provided
to the Company and the Retailers by Manheim will be dependent on the category
of Services contracted under this Agreement. The different categories are
described below:
Category name |
Description |
eVA Premium Services |
Subject to the terms of this
Agreement and payment of the Charges, if the Company has contracted for eVA
Premium Services:
|
eVA Pro
Services |
Subject to the terms of
this Agreement and payment of the Charges, if the Company has
contracted for eVA Pro Services it shall have access to the services stated
under eVA Premium Services and:
|
6.2. Manheim will take reasonable steps to ensure the
WebApp is accessible through defined web services in line with the agreed
availability and response time requirements set out in Clause 7 of this Appendix.
6.3. For
eVA Premium and eVA Pro customers, the WebApp will display:
6.3.1.information inputted by
the Consumer on the Online Platform, which is required by Manheim and/or for
the Retailer to undertake Appraisal and Valuation;
6.3.2.the ability for the
Company or the Retailer to comment on the Vehicle’s condition and the
Valuation;
6.3.3.instructions for the
Retailer to use the WebApp effectively.
6.4. For
eVA Premium and eVA Pro customers the Retailer may increase the Valuation if it
wishes to contribute to the purchase price of the Vehicle. The Retailer can choose to make its
contribution to the Valuation invisible to the Consumer. For the avoidance of doubt, any Valuation
used by Manheim to for the purposes of calculating it purchase price of a
Vehicle shall not include the any such Retailer contribution.
7. SUPPORT
AND MAINTENANCE SERVICES
7.1. Manheim will provide support and maintenance
services in respect of the WebApp.
7.2. Manheim will provide a helpdesk through which
issues with the WebApp and/or Algorithm can be reported by the Company.
8.1. Subject
to the terms of this Agreement, Manheim will use reasonable endeavours to
provide the Services in accordance with the Service Levels detailed in the
table below.
8.2. Table of Service Levels:
Area |
Description |
Service Levels |
Measurement |
Hosting
services |
Availability
of the WebApp |
(a)
between 06:00AM and 12:00AM – 99.5% (b) between 12:00AM and
06:00AM - 85%. |
measured monthly by reference to minutes of
unavailability during the applicable month and will exclude planned
maintenance |
Maintenance requiring downtime |
WebApp |
planned
maintenance will as far as reasonably practicable, take place outside of the
core hours of 07:00AM to 07:00PM |
measured monthly |
Algorithm |
planned
maintenance will as far as reasonably practicable, take place outside of the
hours of 06:00AM to 10:00PM |