October 10, 2026

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Operating agreement

between

And

Arctics Limited t/a Igloo Fleet Solutions

This agreement is dated October 10, 2026

Parties

•    of   (Contractor)
• Arctics Limited t/a Igloo Fleet Solutions incorporated and registered in England and Wales with company number 5292026 whose registered office is at 7 Marina Court, Hinckley, Leicestershire, LE10 3BF (Customer)

1. Commencement and duration
   • This agreement shall commence on October 10, 2026 and shall continue, unless terminated earlier in accordance with clause ?? (Termination).
   • The Contractor shall provide driving services for the collection and delivery of vehicles (the Services to the Customer in accordance with this agreement from October 10, 2026.
2. Contractor Status
   • The parties confirm that whilst carrying out work under this Operating Agreement the Contractor is self-employed and a business in his/her/their own right.
   • The Contractor, being self-employed, will be wholly responsible for payment of his/her/their own personal income Tax and National Insurance Contributions.
   • The Contractor, being self-employed, is not entitled to any holiday pay or sick pay from the Customer.
   • By virtue of the fact that the Contractor is self-employed the Customer is not in any way responsible for any pension arrangements for him/her/them.
   • In the event of the status of the Contractor being questioned by any Third Party (i.e. any individual or other legal entity not party to this Agreement) the Contractor must make it clear to that Third Party that he/she/they are self-employed and simply providing a service to the Customer in the fulfilment of any particular delivery job.
   • The Contractor is personally responsible for any accident or incident whatsoever which may befall him in the fulfilment of any particular delivery job.
3. Contractor Obligations and Requirements
   • The Contractor must hold the appropriate driving licence to conduct the Services, that must be available for inspection by the Customer on demand.
   • The Contractor will be required to carry their driving licence at all times whilst carrying out specified driving jobs for and on behalf of the Customer.
   • The Contractor must notify the Customer in writing of any changes that affect their licence with immediate effect, for example: name, address, status, endorsements and disqualifications.
   • The Contractor may be required to apply, obtain and supply a basic disclosure and where this is requested by the Customer they will be required to so within 2 weeks of the date of that request. Failure to supply a disclosure to the Customer within this timeframe may result in the termination of this Agreement. Any DBS checks will be carried out in accordance with the Customers Data Protection Policy and any relevant data protection legislation.
   • The Contractor must ensure that the vehicle, the subject of each task and in turn the subject of this Operating Agreement, must be insured fully comprehensively. The Customer has a block motor insurance to allow any driver to drive any vehicle (subject to the Terms and Conditions of the Insurance Company) in the control or custody of the Customer. The Contractor may take advantage of this policy but in doing so agree to the rate schedule applicable. In addition, should there be an accident or incident of the Contractor’s fault resulting in a claim under the insurance or any uninsured loss or damage the Contractor will be liable for the payment of any insurance excess or the whole cost of the repair, whichever is the lower. Alternatively, the Contractor can supply his/her/their own insurance cover subject to acceptance by the Company. In this instance an insurance policy certificate must be supplied to the Customer immediately.
   • The Contractor accepts that if he/she/they fail to act in accordance with the Customer’s express instructions when carrying out their duties pursuant to this Operating Agreement they will not be covered by the Customer’s insurance and any claims or costs resulting from such unauthorised use will be their sole and total responsibility.
   • The Contractor must provide Trade Plates, which are suitably insured, for use when driving vehicles under this Operating Agreement. Trade Plates are available for rental from the Customer where required and Trade Plates hired on this basis are insured under the Customer’s policy.
   • The Contractor shall indemnify the Customer against all fines and penalty notices incurred whilst moving vehicles under the Operating Agreement including but not limited to parking fines and fines relating to non-payment of tolls and congestion charges.
   • The Contractor may be required on request by the Customer to obtain written proof from a medical practitioner of his/her/their general fitness to carry out driving and inspection duties, the cost of which will be borne by the Contractor.
   • If any driving job has been offered by the Customer, the Customer reserves the right to stop any Contractor from undertaking that driving job where medical fitness is in doubt. In such cases, no payment will be due to the Contractor.
   • In instances where alcohol or drugs are present in the body that may impair the Contractors ability to drive, the Customer’s insurance may be deemed invalid.
   • The Contractor is forbidden to have alcoholic drinks or illegal substances on the Customer’s premises or in any of its customer vehicles or sites of collection or delivery at any time.
   • The Contractor retains sole liability for any and all of their personal belongings and the Customer cannot accept liability for the loss or damage of the same.
   • The Contractor must hand over to the Customer any property found in the vehicles being moved under this Operating Agreement.
   • The Contractor agrees that any vehicle in their possession and being moved on behalf of the Customer is not to be used for personal reasons at any time. Any misuse of the vehicle in this manner may lead to termination of this Operating Agreement.
4. Service provision
   • The Contractor shall provide the Customer with a forecast of their availability for planning purposes.
   • The provision of availability as outlined in clause 2.1 should not be interpreted to constitute any obligation on either party to offer or to accept work.
   • The services provided by the Contractor are on an ad hoc basis. Without any obligation to do so, as and when required, the Customer will contact the Contractor to offer delivery jobs and the Contractor will then confirm, on a job by job basis, his ability and agreement to fulfil the same. The Customer understands that the Contractor will be offering his/her/their services to other companies and individuals and that he/she/they may be unavailable for any particular job. The Contractor has the right to refuse any participation delivery job without question by the Customer.
   • The Customer will allocate each driving / inspection job with a vehicle registration number prior to commencement. This number must be referenced on any invoice submitted by the Contractor in respect of that job.
   • The Contractor shall perform each job under this Operating Agreement within the terms of the job specification which shall be provided to the Contractor at the time of each job and there shall be no variation whatsoever thereon without written consent of the Customer.
   • Once the Contractor has accepted the job he is wholly responsible for the delivery of the vehicles in question from the point of collection to the point of delivery.
   • Whilst undertaking jobs for the Customer the Contractor will ensure that he/she/they remain professional in respect of both conduct and appearance. Failure to do so may lead to termination of this Operating Agreement.
   • Subject to the terms of the rate schedule contained at schedule 1 of this Operating Agreement the Contractor has control over the manner in which each individual job is fulfilled. The Contractor may provide a substitute driver and/or inspector to undertake any job accepted. The Contractor shall be responsible for all payments to the substitute and the Customer will have no contractual, financial or legal relationship with the substitute driver. Any substitute used must meet the Customer’s insurance, driving licence and DBS requirements and have provided a copy proof of the same to the Customer and must abide by the data protection requirements set out in this Operating Agreement.
   • The vehicles to be delivered under this Operating Agreement shall be delivered by the Contractor at such place or places and at such time or times and in such quantities as shall be specified or required by any person duly authorised on behalf of the Customer.
   • The Contractor shall deliver the vehicles to the person and/or the address as dictated by the Customer.
   • The Contractor shall ensure that any Customer vehicle in their charge is left secure at all times with doors locked, alarms set (if fitted) and parked off of the public highway in a safe place. The vehicle should also be immobilised.
   • The Contractor shall furnish all collection and delivery reports which must contain all requested information, including signatures of the consignee and receiver; all condition reports; and any other requested documents or advice within 24 hours of job completion using the allocated mobile application.
   • The Contractor shall perform each job within the time limits specified by the Customer and in the event of the Contractor failing to complete the service provided within the time specifications the Customer shall be entitled to seek compensation from the Contactor, subject to Force Majeure, for all loss sustained by the Customer as a result of such failure.
   • The Contractor is responsible for checking the condition of the vehicle to be delivered at the time of collection thereof and in the event of him/her/them missing and/or failing to report any defects therein before commencing his/her/their journey then in the event of the Customer sustaining any loss by virtue thereof the Contractor will indemnity the Customer of any such loss.
5. Charges and payment
   • The Contractor shall submit an invoice (in duplicate if requested) quoting the vehicle registration number for each job covered by that invoice and must include therein details of any related expenses, which must have been notified prior to submission of the invoice in line with clause 5.12 below (save for reimbursement for fuel which is dealt with at clause 5.13 below).
   • In consideration of the provision of the services by the Contractor under this Operating Agreement, the Customer shall make payment in line with the Rate Schedule published by the Customer. The current Rate Schedule is appended to this Operating Agreement at schedule 1.
   • The Customer reserves the right to change such rates with due notice and by provision of an updated Rate Schedule to the Contractor. Acceptance of a specified job is deemed to be acceptance of the Rate Schedule current at that time.
   • Calculation of mileage driven and thus paid will be calculated only by the Customer’s computer system. Any mileage claimed in excess of that indicated by the Customer’s computer system for the particular job must be justified by the Contractor and accepted by the Customer before it can be passed for payment.
   • Aborted trips due to cancellation by the Customer or as a result of breakdown after the journey has started will be chargeable in accordance with the Rate Schedule (Aborted Vehicle Movement).
   • The Customer will only accept storage charges by prior arrangement.
   • The Customer shall pay each invoice submitted to it by the Contractor within 11 days of receipt to a bank account nominated in writing by the Contractor.
   • The Customer may delay payment of an invoice if the invoice is placed in query with the Contractor, for example if there is a missing receipt, missing documentation, or any price discrepancies. Payment will be made immediately as soon as the query is resolved.
   • The Customer will have the right to deduct any charges or penalties referred to in this Operating Agreement from payment due to the Contractor without further references to the Contractor.
   • The Customer will reimburse the Contractor the reasonable costs of expenses incurred whilst undertaking specified driving jobs. Such reimbursements will only be made against the production of a valid receipt. Examples of expenses for which reimbursement will be made are: car wash, car parking and road tolls. In the event of the Contractor anticipating any unusual expenses authorisation must first be obtained from the Customer, save in cases of emergency.
   • The Contractor will notify the Customer of all expenses incurred (save for those which relate to fuel reimbursement which is addressed at clause 5.13 of this agreement) within 24 hours of job completion using the allocated mobile application and quoting the vehicle registration number and provide at that point copies/proof of receipts and any other relevant documentation which will then be reviewed prior to payment of the invoice submitted in line with clause 5.1 above.
   • The Contractor will submit to the Customer all fuel costs within 24 hours of job completion quoting the vehicle registration number and provide at that point copies / proof of receipts using the allocated mobile application. Payment will be made for fuel costs in line with invoices.
6. Data protection
   • Both parties will comply with all applicable requirements of any and all relevant Data Protection Laws.
   • The parties have determined that for the purposes of applicable Data Protection Laws the Contractor shall process the personal data required for performance of the contract, specifically names and contact details including email address, work and/or home address, and phone numbers of the sender and recipient of any vehicle to be transported to allow for collection and delivery of vehicles. The duration of processing shall be limited to the period of the duration of this Operating Agreement.
7. Confidentiality
   • Each party undertakes that it shall not at any time, and for a period of five years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except for the purposes of exercising the party's rights; carrying out its obligations under or in connection with this agreement or as may otherwise be required by law.
8. Termination
   • Either party may terminate this agreement with immediate effect by giving written notice to the other party.
9. Obligations on termination and survival
   • Obligations on termination or expiry

On termination or expiry of this agreement:

• the Customer shall immediately pay to the Contractor all of the Contractor's outstanding unpaid invoices. In respect of services supplied, but for which no invoice has been submitted, the Contractor must submit an invoice within 14 days of the date on which the contract terminated, which shall be payable with 28 days of receipt; and
• the Contractor shall immediately return any and all equipment belonging to the Customer including any equipment which the Contractor has leased or rented. Until they have been returned, the Contractor shall be solely responsible for their safe keeping.

• Survival
  • On termination or expiry of this agreement, the following clauses shall continue in force: clause 7 (Confidentiality), clause 9 (Consequences of termination), clause 10 (Governing law) and clause 11 (Jurisdiction).
  • Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

10. Governing law

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

11. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

This agreement has been entered into on the date stated at the beginning of it.

Schedule 1

Driver Rate Card  - September 2022

Minimum payment for first 70 miles - £30.00

Pence per mile payable after first 70 miles – 0.30 Pence

Waiting time payable after first hour of waiting - £10.00 per hour thereafter

Aborted vehicle movements – 100% of job fee

Arctics Limited t/a Igloo Fleet Solutions - registered office: 7 Marina Court, Hinckley, Leicestershire, LE10 3BF