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We market your best value deals to bring you pupils. We pay every pupil and their mates £5 cash each and every time they refer you. Capture your local market on us and grow your business with smart systems.



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SMART SYSTEMS

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WHAT OUR INSTRUCTORS SAY

LPL is a fantastic initiative to bring driving instructors and pupils together. The site is professional and a great credit to the team.

Emma Smith, an ADI on LPL

Emma Smith
@The Road Ahead

LPL is by far the most concise, user-friendly and tranparent site on driving lessons. Also they remain only a phone call away (rare in this day and age).

Emma Smith, an ADI on LPL

Jeremy Huxtable
@Chill Driving School

LPL is a great service and well worth the small outlay. Brings in lots of business and offers second to none customer service.

Emma Smith, an ADI on LPL

Stephen Murgatroyd
@1st Manoeuvre

Emma Smith, an ADI on LPL

Emma Smith
@The Road Ahead

Emma Smith, an ADI on LPL

Jeremy Huxtable
@Chill Driving School

Emma Smith, an ADI on LPL

Stephen Murgatroyd
@1st Manoeuvre

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Low Price Lessons
Driving Instructors / Schools Terms & Conditions

Terms and conditions of working with Low Price Lessons

1 INTRODUCTION & LEAD REPORTING

1.1 This document sets out the terms and conditions on which Low Price Lessons (LPL) provides its products and services. Any Operator that submits an Order to Low Price Lessons in respect of any products or services agrees to be bound by, and to comply with, the Terms. 1.2 In this document, the following terms have the meanings given to them below:

“Accepted Order” means the Order submitted by or on behalf of the Operator that has been accepted by LPL in accordance with section 2.1.1 below;

“Driving Lessons Listings” means any listings of driving lessons services belonging to, managed by, or made available, by the Operator;

“Code” means the code of conduct set out in section 3 below;

“Dashboard” means the section of the website; lowpricelessons.com where the Operator is able to edit their profile and manage their account. The billing page and lead reporting pages are found here.

“Fees” means the fees (if any) payable by the Operator for the Products and Services as specified in the Accepted Order;

“Leads” means the an enquiry sent to you via the LowPriceLessons.com service either by telephone call, SMS or email containing the contact details of a customer;

“legitimate Lead” means a Lead sent to you which meets the requirements that define a lead a legitimate. Those requirements are those Leads that (i) come from the area in which your profile is advertised on the LowPriceLessons.com service, (ii) contain or are from a registered telephone number (iii) are delivered to you via telephone call, SMS or email, (iv) answer their phone number within five days, (v) are from a customer who hasn’t currently organised and paid for lessons with the Operator, (vi) are submitted by the individual or guardians of the individual who will be taking the lessons.

“Illegitimate Lead” means a Lead sent to you that does not meet the requirements that define a lead a legitimate as outlined in these Terms and Conditions.

“Material” means all text, images, pictures, photographs, documents, graphics and other materials (in whatever form or medium) that are provided by the Operator to LPL and/or its agents or representatives under and/or in connection with the Products and Services and/or the Terms, which shall include, without limitation, all materials that are uploaded by the Operator via and/or for use on any LPL Site and/or are provided by the Operator for use in connection with any promotional brochures or other materials produced by or on behalf of LPL;

“Operator” means the person, company or other body that submitted the Order to LPL;

“Order” means the order submitted to LPL by or on behalf of the Operator requesting that LPL provide the Products and Services, described in that order, which order may (without limitation) be submitted using an order form that is completed on any LPL Site, an order form that is submitted electronically to LPL via e-mail, a paper order form that is delivered to LPL by post or in person, via telephone to LPL’s contact centre, via the number assigned to your Driving Lessons Listings or by such other means (including, for example, by submission of details relating to the Operator by any Web Booking Service Provider or any other of its agents or other service providers and/or by any trade association or other group in which the Operator may participate) as may be approved by LPL from time to time;

“Products and Services” means the products, services including but not limited to Driving Lessons Listings, and/or marketing or promotional activities described in the Accepted Order;

“Terms” means this document (as it may be updated by LPL from time to time), together with the Accepted Order and all other documents referred to in this document;

LPL” means Low Price Lessons, a limited company registered in Scotland and having its principal office at 236 Canongate, Edinburgh, EH8 8AB, United Kingdom;

LPLQAS” means any of LPL’s quality assurance schemes from time to time;

LPL Sites” means the websites operated by LPL at lowpricelessons.com, lowcostlessons.com, drivingcomparisons.com and such other websites and/or mobile applications as may be operated by or on behalf of LPL at any time (and shall include, for the avoidance of any doubt, any parts of such sites or applications that are operated by any third party);

“Web Booking Engine” means any application that provides real time availability information about Driving LessonsListings and permits customers to place bookings directly with the Operator; and

“Web Booking Service Provider” means any provider of online real time availability information and systems to permit bookings to be placed in connection with the Operator’s Driving Lessons Listings by means of Web Booking Engine. 1.3 LPL is committed to promoting and developing the learner driver industry for the benefit of all industry stakeholders. The Operator recognises the benefits, both to individual’s safety, small businesses and the road safety of everybody, of improving the quality and value offered by every business involved in the industry. 1.4 In pursuit of the aim set out in section 1.3 above, the Code applies to all Operators. In addition, for Operators that participate in a LPLQAS or a third party quality assurance scheme that is recognised by LPL, the schedule of conditions (or other terms and conditions of membership) applicable to the LPLQAS or the relevant third party quality assurance scheme also apply to those Operators. 1.5 Legitimate Leads as defined in section 1.2 are charged at a rate of £10 per unit. It is the Operator’s responsibility to report any Illegitimate lead using the Dashboard. A Lead can be reported as illegitimate for up to 7 days after the initial LPL notification is sent to you. All illegitimate reports will be investigated by contacting the details provided in the enquiry. All Leads sent via telephone call will be recorded for your convenience and training requirements. We reserve the right to use these recordings to assess the legitimacy of lead reporting. If the Operators is found to be abusing or misusing the Lead reporting system as determined as the sole discretion of LPL, then LPL reserves the right to charge for Leads found to be Legitimate Leads subsequent to LPL’s investigations and to charge an administration fee of £25 for each falsely reported Lead. 1.6 Legitimate Leads become payable after the reporting period has expired. The weekly payment schedule collects fees due a week in arrears. This means you pay for Leads that occur in the date range of seven to 14 days prior to the day the fees are collected. 2

Working With Low Price Lessons

This Code of Conduct applies to all Operators. In addition, Operators who are participating in a LPLQAS (or a third party quality assurance scheme recognised by LPL) are also required to meet the relevant standards applicable to the LPLQAS or third party quality assurance scheme (as applicable).

2.1 Commencement and Performance 2.1.1. The Terms will have effect from the date that LPL accepts an Order submitted by or on behalf of the Operator. An Order constitutes an offer by the Operator to purchase the Products and Services from LPL in accordance with these Terms, and LPL will be deemed to have accepted an Order when it issues a written acceptance or confirmation of the relevant Order, or when LPL acts in a manner that is consistent with the fulfilment of that Order (whichever is the earlier). LPL reserves the right to refuse any Order or other application for the receipt of products and/or services from LPL. An Order shall not be binding on LPL unless and until it is accepted by LPL in accordance with this section 2.1.1. 2.1.2 LPL will provide the Products and Services subject to and in accordance with the Terms and the Accepted Order. For the avoidance of any doubt, (i) LPL shall not be obliged to provide any products and/or services to the Operator pursuant to the Terms other than the Products and Services expressly stated in the relevant Accepted Order and (ii) the Terms apply to the exclusion of any other terms that the Operator seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 2.2 Payment 2.2.1 The Operator shall pay the Fees (if any) due to LPL by the method, and within the timescale, specified by LPL in the Accepted Order (or in the confirmation or acceptance issued by LPL). LPL shall be entitled to specify the required method of payment for an Order at its sole discretion. LPL may require payment by credit card or debit card at the time an Order is submitted, or in certain circumstances by electronic payment following receipt of an invoice from LPL. If LPL agrees to periodic electronic invoicing, it is the Operator’s duty to ensure that its contact and payment details are kept up to date at all times. 2.2.2 If an Operator does not pay the Fees in full within the specified time (which, in the case of payments due following receipt of an invoice from LPL, shall be no more than 30 days after the date of LPL’s invoice), LPL will have no obligation to provide the relevant Products and Services (and/or any other products and services) to the Operator and shall be entitled to cease providing the relevant Products and Services (and any other products or services) with immediate effect and without any liability to the Operator. 2.2.3 Unless LPL expressly advises the Operator to the contrary, the Fees are stated exclusive of VAT, which shall be payable by the Operator in addition at the applicable rate. 2.2.4 Subject to section 5.2.1 below, all Fees paid by the Operator are non-refundable and if the Operator wishes to cancel all or any part of the Products and Services after the Order has been accepted by LPL, LPL shall not be obliged to provide any refund of the Fees to the Operator. Any refund that LPL may (at its sole discretion) elect to provide to the Operator shall be subject to deduction by LPL of an appropriate cancellation charge. 2.3 References to Working with Low Price Lessons 2.3.1 During the relevant period specified by LPL (at its sole discretion) in connection with the relevant Products and Services, the Operator may (i) display a sticker, a copy of the Code and any other promotional materials made available by LPL in connection with the relevant Products and Services (ii) refer to the fact that it is “Working with Low Price Lessons” in the Operator’s promotional materials in connection with the relevant Products and Services and (iii) where it is a member of the LPLQAS, display a current Quality Assurance Award (where applicable, and in accordance with the LPL Quality Assurance Schedule of Conditions). Unless otherwise agreed in writing with LPL, the Operator shall not refer to or imply any other association with LPL. When LPL ceases to provide the relevant Products and Services to the Operator (including, without limitation, pursuant to section 5.2 below), the Operator will immediately stop using any such promotional materials and shall ensure that it complies (without limitation) with the Consumer Protection From Unfair Trading Regulations 2008. 2.3.2 For the avoidance of any doubt, where any Operator (who was previously a member of the LPLQAS) ceases to participate in the LPLQAS, that Operator is bound (in accordance with the LPLQAS Schedule of Conditions) to remove any promotional material (including wall plaques and window stickers and any other promotional material pertaining to their LPLQAS quality grading) and also delete any reference to the LPLQAS and/or any grading awarded in any advertising or business materials or media (including, without limitation, on the Operators’ website). 3

CODE OF CONDUCT

This Code of Conduct applies to all Operators. In addition, Operators who are participating in a LPLQAS (or a third party quality assurance scheme recognised by LPL) are also required to meet the relevant standards applicable to the LPLQAS or third party quality assurance scheme (as applicable).

3.1 Customer Care

The Operator will ensure that high standards of customer care are evident in correspondence and contact with customers. All of the Operator’s staff will be expected to deal with customers in a courteous, efficient and polite manner. Complaints from customers or prospective customers will be dealt with courteously and promptly, with every effort made to resolve them to the satisfaction of all involved.

The Operator understands that a helpful and friendly attitude reflects well on its individual business, on the local area, as well as on perceptions of driving instructors as a whole. Therefore the Operator and its staff will take a positive and proactive approach to dealing with queries from the general public (whether they are their own customers or not). The Operator will encourage all staff to develop a good knowledge of the process involved in getting a provisional licence, applying for the theory test and what to expect on a first driving lesson..

The Operator will ensure that both the Operator and its staff receive appropriate training and development where required or beneficial, whether in specific technical skills or in more general customer care. 3.2 Safety, Maintenance and Hygiene

The Operator will make sure that all buildings, premises, equipment and vehicles comply with all relevant health and safety legislation, are maintained in sound condition, and fit for the purposes intended; and that high standards of safety are maintained at all times.

The Operator will ensure that the highest standards of cleanliness and hygiene will be maintained at all times. Any failure to follow 3.2 of these Terms will result in full liability resting with the Operator. By agreeing to these Terms you indemnify LPL for any negligence on your part arsing from improper maintenance, care, construction or adaption of your instruction vehicle. 3.3 Pricing and Advertising 3.3.1 The Operator will ensure that the prices of all products and services offered by it are made clear and unambiguous, including any surcharges or charges for additional services. Where prices are agreed in advance, these will not be exceeded. A receipt or VAT receipt (if applicable) will be available to customers if requested should VAT have been charged. 3.3.2 The products and services on offer will be described fairly and clearly in all advertising – whether by printed brochures, web sites, word of mouth, or any other means. This will be kept up to date, and any changes advised to prospective customers. These products or services should be supplied or delivered as agreed with the customer, or as advertised – for example opening hours, appointments and reservations will be honoured. 3.3.3 Operator’s own terms and conditions for bookings relating to Driving Lessons Listings:-

(a) If the Operator has terms and conditions for the services offered through LPL and/or provision of services through the Operator – whether directly or through an agent then the Operator must make these terms and conditions available to those requesting the services offered either via their website or other means;

(b) The Operator’s terms and conditions must be stated in a clear and unambiguous manner, and in particular, the customer and/or its agent must be able to determine the following:-

i) Any deposit payable, and whether it is refundable or not;

ii) Terms and conditions surrounding late arrival;

iii) The procedure for cancellation(s);

iv) Whether any cancellation charges are payable and, if so, the amount;

v) Whether there are any special rules and charges to be considered and

vi) Any other pertinent conditions applicable;

© Under no circumstances will LPL be liable to the Operator for any failure by the Operator to display the Operator’s terms and conditions, and/or its inability to obtain part or full satisfaction from a customer for any amounts outstanding in respect of any driving lessons or services so booked through the LPL Site and/or via a Web Booking Engine. 3.4 Misrepresentation

Members of a LPLQAS must adhere to the rules and regulations of the relevant LPLQAS regarding misrepresentation. If not a member of a LPLQAS, and without prejudice to section 4 below, the Operator will ensure that their products, services, premises and/or facilities are not misrepresented in any way. 3.5 Legislation and Insurance

It is the Operator’s responsibility to be aware of, and comply with, all relevant statutory obligations and local licensing requirements relating to its business and to ensure that the Operator and its staff comply with these. It is the Operator’s responsibility to take out and maintain sufficient insurance relating to its business. 4

ADVERTISING AND PROMOTION

4.1 Provision of Marketing Information 4.1.1 The Operator hereby grants to LPL and its agents, contractors, representatives and partners a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to use all Material for the purposes of providing the Products and Services. Unless the parties agree otherwise in writing in respect of specific Materials, this licence shall include the right for LPL to use any Material provided by the Operator in connection with any and all products and/or services provided by LPL to, or in respect of, the Operator from time to time. 4.1.2 The Operator warrants and undertakes to LPL that:

(a) it represents and warrants to LPL that it owns all rights in the material being provided, or uploaded to a LPL Site; (b) all text contained within the Material will be written and compiled in its entirety by the Operator, with the exception of any quoted texts or text expressly commissioned in writing by the Operator from a third party (provided that the relevant intellectual property rights in and to the same are owned by the Operator);

© the Material does not violate or infringe upon the rights of any third party (including, but not limited to, any rights of copyright, trade mark, privacy or other intellectual property rights);

(d) the Material can be utilised by LPL across all channels and media (for example, images supplied for print advertising can be utilised in web listings and vice versa);

(e) the Material contains nothing defamatory, obscene or otherwise unlawful, and that it does not breach any confidence or invade the privacy of any person and is not in breach of any legislation;

(f) the Material does not breach, or risk being in breach of any UK law or other legal duty or obligation owed by you or LPL; and

(g) all statements in the Material purporting to be factual are true and based upon reasonable research for accuracy, and that no directions or instructions, if followed accurately, will cause damage or injury to the user or to third parties. 4.1.3 For the avoidance of any doubt, the warranties in section 4.1.2 above include (without limitation) all Material supplied by the Operator via a LPL official order form (including online ordering systems) all advertising material provided by the Operator for inclusion in LPL printed materials 4.1.4 It is the responsibility of the Operator to check the accuracy of all Material (including, without limitation, any listings or advertisements (in whatever medium) prepared by or on behalf of LPL using the Material), as Material is published by or on behalf of LPL without any guarantees, conditions or warranties as to accuracy on the part of LPL (to the extent permitted by law). 4.1.5 Without prejudice to section 4.1.2 above, where the Operator uses any LPL Site to upload Material or for any other purpose, the Operator shall further be subject to the LPL Sites’ Terms of Use, Privacy Policy, and the rules and policies contained in the Acceptable Use Policy (each as updated by LPL from time to time). 4.1.6 The Parties acknowledge and agree that:

(a) subject to paragraph (b) below, LPL (and its licensors) own all intellectual property rights in and to the content of all LPL Sites and all publications (in whatever medium) published by or on behalf of LPL from time to time, and nothing in the Terms grants the Operator any rights of licence and/or use in respect of such intellectual property rights except to the extent expressly stated in the Terms; and

(b) without prejudice to section 4.1.1 above, the Operator owns all intellectual property rights in and to the Material that is provided by it to LPL. 4.2 Use of Marketing Information 4.2.1 LPL reserves the right to refuse to accept (or, where applicable, to amend) all or any part of any Material provided by the Operator in relation to any Products and Services (including any reference to a website, or information contained on a website, that an Operator requests LPL to promote). 4.2.2 LPL is unable to guarantee the date of insertion, position, wording or quality of any advertisement. 4.2.3 Unless otherwise agreed between LPL and the Operator, LPL is unable to return any Material provided to it by the Operator. 4.2.4 The Operator undertakes to timeously provide content, and timeously respond to requests to proof check content, prior to the relevant dates of publication of any Material. 4.3 Other Low Price Lessons Products, Services and Marketing Activities 4.3.1 The Operator acknowledges that additional terms and conditions may apply in respect of the Operator’s participation in any other LPL and/or related third party products, services and/or other marketing activity, including (without limitation) the rules applicable to each LPLQAS, and any specific terms and conditions applicable to:

(a) particular LPL events and exhibitions; and

(b) particular products and services offered via any LPL Site, Staff Members, or Contact Centre. 4.3.2 In the event of a conflict between the provisions of the Terms and the terms and conditions applicable to any specific LPL product, service and/or marketing activity, the terms and conditions applicable to that specific product, services and/or activity shall have precedence. 5

GENERAL

5.1 Inspection of Facilities

LPL reserves the right to inspect the premises, facilities products and/or services of any Operator (including by “mystery shopping”) to monitor compliance with the Terms. 5.2 Termination 5.2.1 Without prejudice to section 5.2.2 below, LPL may cease the provision of all or any part of the Products and Services and terminate all or any part of these Terms for any reason on providing not less than 14 days prior written notice to the Operator. In the event that LPL exercises its rights pursuant to this section 5.2.1 (and not in any other circumstances of cessation of all or part of the Products and Services and/or termination of all or part of the Terms), LPL shall refund to the Operator a proportionate amount of any Fees that have been paid by the Operator which relate to the Products and Services that have not been provided by LPL as at the effective date of termination (as determined by LPL in its sole discretion, acting reasonably). 5.2.2 LPL is also entitled to cease the provision of the Products and Services and terminate these Terms at any time on notice to the Operator and with immediate effect (and without any liability by LPL to the Operator) in the event that:

(a) LPL reasonably considers that the Operator has caused damage to LPL’s interests, reputation or standing; or

(b) subject to section 5.2.3 below, LPL receives a complaint about the Operator which, after investigation of such complaint, LPL (in its sole discretion) believes to be sufficiently serious; or

© LPL receives three or more written complaints within one year or where access to the Operator’s listed establishment or instruction vehicle by LPL for the purposes of inspection has been refused or denied by the Operator on more than two occasions, and in the sole opinion of LPL, such refusal or denial of access is being used to frustrate the efforts of LPL to examine the vehicle in which tuition is provided; or

(d) the Operator suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR (being a partnership) has any partner to whom any of the foregoing apply; or

(e) the Operator ceases to carry on its business and/or a change of ownership occurs in relation to the Operator (if a body corporate) and/or a change of ownership occurs in relation to the vehcile, property or other facilities operated by the Operator; or

(f) the Operator has breached any of the Terms; or

(g) the Operator fails to pay any sums due to LPL (whether under the Terms or otherwise) on time and/or in full. 5.2.3. In the event that LPL exercises its rights pursuant to section 5.2.2(b), the Operator will be informed in writing by letter, and the Operator may write to LPL to appeal the decision within 15 days of receipt of the letter. Without prejudice to LPL’s other rights under this Agreement, LPL’s final decision in respect of any appeal will be binding upon the Operator. 5.2.4 Expiry or termination of the Terms for whatever reason shall not affect the accrued rights of the parties arising out of the Terms as at the date of expiry or termination and, in particular, the right to recover damages from the other, nor shall expiry or termination affect the continuance in force of any provision contained within the Terms which is expressly or by implication intended to continue in force on or after such expiry or termination, including, without limitation, sections 4.1, 5.3, 5.5, 5.6 and 7. 5.3 Indemnity 5.3.1 The Operator shall fully indemnify and keep indemnified LPL from and against all costs, claims, expenses (including reasonable legal expenses), liability, losses or damage that LPL may suffer or incur as a result of or in connection with:

(a) the Operator’s breach of any of the warranties set out in section 4.1 above; and

(b) any claims or actions that are raised against LPL by any third party in connection with the acts, omissions, negligence, default and/or breach of the Operator and/or any of its staff; and

© any breach by the Operator of any of the Terms. 5.3.2 Without prejudice to the terms of section 5.3.1 above, LPL will notify the Operator as soon as reasonably practicable after it becomes aware of any claim or action by a third party of the nature described in section 5.3.1(b) above and may (at LPL’s discretion) allow the Operator to conduct the defence of such claim or action. 5.4 Change of Ownership

Without prejudice to section 5.2.2(e), the Operator is required to notify LPL if its ceases to carry on business or if a change of ownership occurs in relation to the Operator (if a body corporate) and/or in relation to the vehicle, property or other facilities operated by the Operator. If the Operator is participating in a quality assurance scheme (whether a LPLQAS or a third party scheme recognised by LPL), any awards are non-transferable, and the new owner is required to apply to LPL as a new Operator in accordance with the schedule of conditions applicable to the LPLQAS or third party quality assurance scheme (as applicable). 5.5 Data Protection and Access to Information 5.5.1 Each of LPL and the Operator shall comply with its obligations under the Data Protection Act 1998 and related guidance from the UK Information Commissioner. The Operator acknowledges that the personal data that it provides to LPL will be held and processed in accordance with LPL’s Privacy Policy (as amended from time to time). The Operator further acknowledges that the personal data that it provides to LPL may require to be disclosed by LPL to relevant third parties in connection with the provision of the Products and Services, including, without limitation, to LPL’s sub-contractors. 5.5.2 The Operator acknowledges that LPL, is subject to the requirements of certain access to information legislation in the United Kingdom. The Operator acknowledges that LPL may be obliged under the Information Laws to disclose information held by LPL which relates to the Operator. For the avoidance of doubt, LPL shall be responsible for determining in its absolute discretion whether any information requires to be disclosed in accordance with the provisions of the Information Laws and shall have no liability to the Operator in respect of such determination. 5.6 Limitation of Liability 5.6.1. Nothing in the Terms shall exclude or limit the liability of either party for death or personal injury resulting from its own negligence, nor for any other liability that cannot be excluded or limited at law. 5.6.2 Subject to sections 5.6.1 and 5.6.3, in no event shall LPL’s aggregate liability to the Operator under or in connection with these Terms exceed the aggregate fees paid by the Operator in respect of the Products and Services (or, where no Fees are payable by the Operator in respect of the Products and Services, an amount equal to £500). 5.6.3 Subject to section 5.6.1, LPL shall have no liability whatsoever to the Operator:

(a) for any consequential or indirect loss or damage;

(b) for (i) loss of profit, (ii) loss of business, (iii) loss of revenue, (iv) loss of data, (v) loss of goodwill and/or (vi) loss of anticipated savings;

© in relation to any action or claim by any customer of the Operator or any other third party which relates to or is connected with the acts, omissions, negligence, default and/or breach of the Operator and/or any of its staff; and/or

(d) to the extent that any claim is directly or indirectly caused or affected by the Operator’s breach of contract or any dishonest, fraudulent or criminal act of the Operator or any of its employees, sub-contractors or agents. 6

PREVENTION OF CORRUPTION

The Operator shall:

(a) comply with all applicable laws, regulations, codes and guidance relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010 (“Relevant Requirements”); and

(b) have and shall maintain in place throughout the term of this Agreement, and enforce where appropriate, its own policies and procedures to comply with the Relevant Requirements, including but not limited to adequate procedures under the Bribery Act 2010.

For the purpose of this section 6, the meaning of adequate procedures shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act).

7

MISCELLANEOUS AND GOVERNING LAW

7.1 The Operator acknowledges that it is not entering into the Terms on the basis of or in reliance on any representation, warranty or other statement except as expressly provided herein and all conditions, warranties or other terms implied by statute or common law in favour of the Operator are hereby excluded to the fullest extent permitted by law. 7.2 Neither party shall be liable to the other for any total or partial failure, including interruption or delay, in the performance of its respective duties or obligations under the Terms (with the exception of obligations to pay money, to which this section shall not apply) if such failure arises from or is attributable to circumstances beyond the reasonable control of the affected party. 7.3 The Operator shall not be entitled to assign, novate, sub-contract or otherwise transfer any of its rights and/or obligations under the Terms without LPL’s prior written consent. LPL shall be entitled to sub-contract all or any part of its obligations in connection with the provision of the Products and Services without providing notice to the Operator. 7.4 If any provision of the Terms is found to be illegal or unenforceable in whole or in part, the other provisions of the Terms and the remainder of the relevant provision shall continue in full force and effect. 7.5 LPL may amend, update and/or replace all or any part of the Terms at any time with immediate effect on providing notice to the Operator. 7.6 The Terms shall be construed in accordance with and governed in all respects by the laws of Scotland and the parties submit to the exclusive jurisdiction of the Scottish Courts in respect of all disputes arising out of or in connection with the Terms.