APPENDIX 2

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:

  • it is not and has never been an import, emergency services vehicle, taxi, rental or driving school vehicle;
  • it was first registered and has always been registered in the United Kingdom and was manufactured for the United Kingdom market;
  • it is right-hand drive;
  • it has not been written off by an insurance company or sustained accident damage or fire damage;
  • it has not been stolen and recovered;
  • it has no missing parts, or mechanical and/or electrical defects, including exterior and/or interior;
  • it does not have a personalised registration number plate;
  • it does not have any Outstanding Finance except for the Outstanding Finance that you have fully disclosed to us;
  • it has 2 (two) original working keys;
  • that the recorded mileage is consistent with any mileage registered with any relevant agencies (including the Vehicle Operator and Services Agency (‘VOSA’) and the National Mileage Register (‘NMR’));
  • it has as a minimum of at least three months MOT remaining;
  • You are able to provide evidence of a service history for the Vehicle;
  • the Vehicle is as per the original factory options and has not received engine, bodywork or other non-maintenance modifications; and
  • the Vehicle’s paintwork is as per the original factory finish and has not otherwise been modified. 

“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.     OVERVIEW

2.1.   If the Company subscribes to Services solely for the purpose of Valuations, Manheim shall provide a licence to the Company to access the WebApp.

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.     APPRAISAL AND VALUATION

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.   Subject to the category of Services contracted by the Company under this Agreement and the functionality of the Online Platform:

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.     RETAILER PURCHASE

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:

  • the Company shall be able to access up to 500 Vehicle in-store Appraisals per month;
  • the WebApp shall provide the ability for each Retailer to access the Consumer Appraisals and complete a Retailer Appraisal;
  • the WebApp shall provide the ability for each Retailer to access the lead generation function. This will provide details with any Consumer Appraisals completed on its Online Platform; and
  • the WebApp may be ‘white labelled’.

 

 

 

 

 

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:

  • the WebApp shall provide unlimited Vehicle in-store Appraisals;
  • the WebApp shall provide unlimited access to Consumer Appraisals and the ability to complete Retailer Appraisals;
  • the WebApp shall enable future Valuations up to 6 months;
  • the WebApp may have customisation of its rules; and
  • the WebApp will permit certain third-party integrations;

 

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.     SERVICE LEVELS

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