BP PARTNER POINTS PROGRAMME TERMS AND CONDITIONS

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These terms and conditions together with (1) Eligibility Criteria Policy; (2) Privacy Statement; and (3) Anti Corruption, Anti Money Laundering and Ethical Compliance Policy (the “Terms and Conditions”) is a legal agreement between B2M and you which regulates your participation in the BP Partner Points Programme.

DEFINITIONS

In these Terms and Conditions the following words have the following meaning:

“B2M” or “we” means B2Mobility GmbH, with registered office is at Wittener Str. 45 44789 Bochum Germany (Company No HRB 16999);

“BP Affiliates” means BP p.l.c. and any company which is directly or indirectly Controlled by BP p.l.c., including, but not limited to, B2M;

“Card Provider” means Park Card Services Limited (a company registered in England and Wales (Company No 3280082);

“Control”: means the ability to direct the affairs of another, whether by virtue of the ownership of shares, contract or otherwise and “Controlled” shall be construed accordingly;

“Customer”: means a legal entity which is an authorized customer of a BP Affiliate and which legal entity has an agreement agreeing to allow the User to participate in the BP Partner Points Programme;

“Customer Employee”: means person who is employed as a salesperson by the Customer (or is categorized by the Customer as having a role or responsibilities equivalent to a salesperson) and who meets the criteria set out in the Eligibility Criteria Policy;

“New Authorities”: means the new end customer accounts signed up by the Customer and that we subsequently set up (and “New Authority” shall be construed accordingly);
“User“ or “you” or “your”: means a person who is employed by the Customer as a Customer Employee;

“Programme Website” means the BP Partner Points Programme Website www.bppartnerpoints.co.uk;

“Programme Period”: means the term of the BP Partner Points Programme starts on 1st September 2024 and ends at midnight on 31st August 2025 unless otherwise terminated by B2M;

“Partner Points” shall mean the points that are awarded to you if your promotion of BP Fuel Cards results in new business for B2M or if you undertake BP training via the Programme Website; and

“Rewards” shall mean an equivalent cash value determined by the number of Partner Points that have been converted into Rewards on your BP Partner Points Programme
card, which can be spent in certain shops by you presenting your BP Partner Points Programme card.

ELIGIBILITY CRITERIA

1. The BP Partner Points Programme is open to you if you satisfy the criteria specified in the Eligibility Criteria Policy.

2. You agree and undertake to comply with the BP Anti Corruption, Anti Money Laundering and Ethical Compliance Policy.

3. Registration is not deemed complete, and participation shall not commence until you receive an email from us confirming your acceptance into the BP Partner Points Programme at the email address that you supplied at the time of registration.

B2M’S DISQUALIFICATION RIGHTS

4. By entering into the BP Partner Points Programme, you acknowledge that failure to comply with the Terms and Conditions will result in immediate disqualification.

5. We may terminate the BP Partner Points Programme, disqualify you or withhold the Rewards if we consider in our absolute discretion without any liability if: (a) you do not meet the eligibility criteria set out in the Terms and Conditions; or (b) you are in breach of the Terms and Conditions; or (c) you have acted contrary to the requirement of good faith; or (d) the relevant contract between the BP Affiliate and the Customer terminates as a result of a breach.

6. B2M reserves the right to disqualify you if you (a) alter or tamper with the Programme Website or (b) corrupt or affect (or attempt to corrupt or affect) the administration, security, fairness, integrity, or proper conduct of the BP Partner Points Programme or (c) if you tamper with the BP Partner Points Programme entry process or may benefit from such tampering. Falsifying any point statement, reporting incorrect, fraudulent or unauthorized sales, or engaging in any other fraudulent, misleading improper or unlawful conduct regarding Partner Point awards or maintaining the User account is prohibited and may lead to your immediate suspension or termination of participation in the BP Partner Points Programme.

7. B2M reserves the right to cancel or postpone the BP Partner Points Programme for any reason whatsoever including due to the provisions of any statute or rules or regulations as may be in force time to time.

8. Any decision of B2M in relation to the BP Partner Points Programme and any Rewards associated will be final and binding and no correspondence will be entered into.

DATA PRIVACY

9. Please read our Privacy Statement for full details of how we use your personal information, including how we use cookies on the Programme Website.

LIMITATION OF LIABILITY

10. B2M and the BP Affiliates assume no liability whatsoever in relation to any Rewards, even if B2M and/or the BP Affiliates have been advised of the possibility of such damages or can anticipate such damages.

11. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK AS TO YOUR PARTICIPATION IN, AND REWARDS RECEIVED IN CONNECTION WITH, THE BP PARTNER POINTS PROGRAMME IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BP PARTNER POINTS PROGRAMME, INCLUDING ANY REWARDS THAT YOU RECEIVE, IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND FROM B2M. B2M HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE REWARDS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON–INFRINGEMENT OF THIRD PARTY RIGHTS. B2M DOES NOT WARRANT ANY REWARDS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

12. B2M shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Terms and Conditions for:

(a) loss of profits, sales, business, or revenue;

(b) business interruption;

(d) loss or corruption of data or information;

(e) loss of business opportunity, goodwill or reputation; or

(f) indirect or consequential loss or damage.

13. OTHER THAN THE LOSSES SET OUT IN CONDITION 12 (FOR WHICH WE ARE NOT LIABLE), B2M’S MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THE TERMS AND CONDITIONS WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL IN ALL CIRCUMSTANCES BE LIMITED TO A SUM EQUAL TO £50.00 (FIFTY POUNDS STERLING). THIS MAXIMUM CAP DOES NOT APPLY TO CONDITION 14.

14. Nothing in the Terms and Conditions shall limit or exclude B2M’s liability for:

(a) death or personal injury resulting from its negligence;

(b) fraud or fraudulent misrepresentation;

15. Neither B2M nor any the BP Affiliate will be liable if the Rewards or any parts of the Rewards do not reach you or cannot be spent on the BP Partner Points card for reasons beyond the control of B2M and/or any BP Affiliate.

16. B2M may, at its sole discretion and at any time, suspend or disqualify you, reject any application, amend the Terms and Conditions or any of them, cancel the BP Partner Points Programme (either in whole or for residents of a specific country or territory) substitute the Rewards and/or withdraw the Rewards, by reason of any event of force majeure. You agree that no liability shall attach to B2M or any BP Affiliate as a result of an event of force majeure and that the exercise of such discretion by B2M shall not result in any compensation being payable or paid to any participant or other person. In this condition, the expression, “event of force majeure” shall mean any event affecting the performance of the BP Partner Points Programme or any provision of the Terms and Conditions arising from or attributable to acts, events, omissions or accidents which are beyond the reasonable control of B2M and/or any BP Affiliate, including without limitation, any abnormally inclement weather, flood, lightning, storm, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lockouts or other industrial action, terrorist action, civil commotion, by reason of any legislation, regulation, ruling or omissions (including failure to grant any necessary permissions) of any relevant government, court or any competent national or international authority.

17. Subject to condition 14 above, B2M does not accept responsibility for the acts and/or omissions of third parties.

ADDITIONAL REQUIREMENTS, CONDITIONS AND RESTRICTIONS

18. It is your sole responsibility to be aware of and abide by any restrictions or limitations of applicable laws, rules or regulations in connection with your participation in the BP Partner Points Programme. In the event B2M is notified by you of restrictions or limitations against participation in the BP Partner Points Programme, you will automatically be prohibited from participating in the BP Partner Points Programme including receiving Partner Points or redeeming Partner Points for Rewards.

19. If, for any reason, the BP Partner Points Programme or Programme Website is not capable of running as planned, including, but not limited to, infection by computer virus, bugs, tampering, unauthorised intervention, fraud, technical failures, or any other causes beyond the control of B2M which corrupt or affect the administration, security, fairness, integrity, or proper conduct of the BP Partner Points Programme or the Programme Website, B2M reserves the right, at its discretion, to cancel, terminate, modify or suspend the BP Partner Points Programme.

20. B2M has agreed that as at the commencement of the BP Partner Points Programme, B2M ensures any basic rate income tax and national insurance contributions due under this scheme is paid. However B2M reserves the right to change the tax contributions it pays pursuant to the BP Partner Points Programme at its discretion during the Programme Period and you will be responsible for ensuring you understand your tax obligations at all times. As at the commencement of the BP Partner Points Programme, you shall be responsible for any tax (other than basic rate income tax and national insurance contribution) and/or social security contributions arising (whether directly or indirectly) out of your participation in the BP Partner Points Programme. You shall indemnify B2M fully and keep B2M indemnified fully at all times against any claim or demand by you arising out of your employment by the Customer or their termination of employment during the Programme Period.

21. Your invitation to participate in the BP Partner Points Programme by the Customer is personal and non–transferable. You may not disclose to others any of the information that B2M discloses to you or any information that is generated in the BP Partner Points Programme. Your member name and password is for your personal use only. You may not disclose your password to any other person.

22. The maximum value of Rewards that you can earn within any Programme Period will be limited to £1,000 (“Maximum Value”). If you receive Rewards equal to the Maximum Value at any point during the Programme Period, your participation in the Partner Points Programme will automatically end for the remainder of that Programme Period. B2M has the right to amend the Maximum Value at any time.

23. Nothing in the Terms and Conditions shall be construed as creating an employment relationship between you and us.

24. B2M reserves the right to screen you in particular against Sentinel™ with World–Check for BP’s Code of Conduct compliance purposes.

COMMUNICATIONS BETWEEN US

25. If you wish to contact B2M in writing, or if any condition in the Terms and Conditions requires you to give B2M notice in writing, you can send this to B2M by e–mail at bpcardsadmin@bp.com B2M will confirm receipt of this by contacting you in writing, normally by e–mail.

26. If B2M has to contact you or give you notice in writing, B2M will do so by e–mail to the address that you provided to B2M at the time of registration.

OTHER IMPORTANT TERMS

27. You acknowledge and agree that in addition to entering into these Terms and Conditions with us, you will also enter into a legal contract with the Card Provider in relation to the use of your BP Partner Points Programme card and spending your Rewards in stores.

28. Once the Rewards are issued to your BP Partner Points Programme card, B2M is not responsible for lost, stolen or damaged BP Partner Points Programme cards. You may be liable to pay a charge to the Card Provider in order to receive a replacement BP Partner Points Programme card. Partner Points have no intrinsic value.

29. If the Rewards are not redeemed by you by the date of expiry of your BP Partner Points Programme card, the Rewards will be forfeited. In addition you may be liable to pay a charge to the Card Provider if Rewards remain on the BP Partner Points Programme card upon its expiry. Neither B2M nor any BP Affiliate shall have any liability to you in the event that you are unable to spend your Rewards, if you are liable to pay any charges to the Card Provider or for any other acts or omissions of the Card Provider whatsoever.

30. B2M may transfer its rights and obligations under the Terms and Conditions to another organisation, but this will not affect your rights or B2M’s obligations under the Terms and Conditions.

31. If B2M fails to insist that you perform any of its obligations under the Terms and Conditions, or if B2M does not enforce its rights against you, or if B2M delays in doing so, that will not mean that B2M has waived its rights against you and will not mean that you do not have to comply with those obligations. If B2M does waive a default by
you, B2M will only do so in writing, and that will not mean that B2M will automatically waive any later default by you.

32. Each of the conditions of the Terms and Conditions operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

33. The Terms and Conditions and any document expressly referred to in it constitute the entire agreement between B2M and you. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of B2M which is not set out in the Terms and Conditions or any document expressly referred to in it.

34. B2M reviews the Terms and Conditions regularly and may modify them from time to time. B2M will place any updates on the Programme Website. By continuing to use the Programme Website after such changes have been made, you acknowledge and agree that you have read, understood and accepted the changes.

35. The BP name and logo are registered trademarks of BP p.l.c. All other trademarks, get–up product names, titles, domain names and company names or logos used solely in relation to the BP Partner Points Programme or on the Programme Website are the property of either their respective owners, B2M, a BP Affiliate or BP p.l.c. No permission or licence (whether express or implied) is hereby granted regarding the use of any such trademarks, get–up, product names, titles, domain names, company names or logos, and such use may constitute infringement of the holder’s rights.

36. You accept and acknowledge that you are not a consumer for the purposes of the Terms and Conditions. The parties are entering into the Terms and Conditions in their own name and on their own behalf on the basis of their own analysis and fully understand and agree with the rights and obligations (including the risks associated therewith) under the Terms and Conditions.

38. Any provision of the Terms and Conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Terms and Conditions shall remain in full force and effect.

39. The Terms and Conditions are made for the benefit of the parties to it and are not intended to benefit, or be enforceable by, any other person.

40. The Terms and Conditions and all disputes and claims arising out of it, or in connection with its subject matter or formation (including non–contractual disputes or claims), are to be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute that arises out of or in connection with the Terms and Conditions or its formation (including non–contractual disputes or claims).

BP PARTNER POINTS PROGRAMME –– ELIGIBILITY CRITERIA POLICY

Subject to clauses 2 and 3 of this Eligibility Criteria Policy, the BP Partner Points Programme is open to the Customer Employees operating in the United Kingdom.
The Customer must meet the following eligibility criteria at the commencement of the Programme Period and continue to meet these eligibility criteria throughout the
Programme Period in order to allow Customer Employees to participate in the BP Partner Points Programme:
(i) the Customer has a signed agreement to distribute BP PLUS and BP PLUS Bunker Cards and associated trade mark licence with B2M or a BP Affiliate in place with a start date no later than 1 February 2019.
(ii) the Customer has agreed the criteria for rewarding Partner Points to the Users and the minimum New Authorities that Users must meet in order to receive Partner Points;
(iii) the Customer has a computer system in place for its and Customer Employee use;
(iv) the Customer has a team of at least 2 or more Customer Employees and is not a sole owner/principal.
Subject to clause 2, Customer Employees who meet all of the following eligibility criteria can participate in the BP Partner Points Programme:
(i) the Customer Employee is nominated by the Customer to participate in the BP Partner Points Programme;
(ii) the Customer Employee is over the age of 18 years as at 1 September 2024;
(iii) the Customer Employee has a signed contract of employment with the Customer
(iv) the Customer Employee does not fall within the categories identified in clauses 4, 5, 6, 7 and 8 below;
(v) the Customer Employee has read the user pack and accepted these Terms and Conditions;
(vi) the Customer Employee’s annual baseline target should be no less than 1 New Authority before Partner Points will be awarded;
The BP Partner Points Programme is not available to any Customer Employee who carries out any of the following categories of role (whether such role is undertaken on a full–time, part–time, permanent, temporary, paid or unpaid basis):
(i) any Government Official;
(ii) any Restricted Party;
(iii) any director, officer, or employee of B2M or any BP Affiliates;
(iv) any political party, official of a political party, or candidate for public office;
(v) any person performing a public duty or rendering a service on behalf of a public entity; or
(vi) any agent or intermediary for payment to any of the foregoing.
For the purposes of clause 4 above, the term “Government Official” shall include any minister, deputy minister, manager, civil servant, director, officer, or employee of any government or any department, agency or instrumentality of any government, and/or of any public sector company or an enterprise in which a government owns a majority or controlling interest, and/or of any public international organization. This term also includes any police or military personnel and any person acting in any official, administrative or judicial capacity for or on behalf of any such government or such department, agency, instrumentality, company or public international organization.
For the purposes of clause 4 above, a “Restricted Party” is any person, entity or country:
(i) with whom trade (or supply for end use by) is prohibited under any sanctions or restricted party regime imposed by the United Nations, the EU, the United Kingdom, the United States or under other applicable law; or
(ii) to whom goods of US origin may not be supplied.
The Customer acknowledges and agrees that B2M has no liability to the Customer Employee in the event that the Customer does not nominate all eligible Customer Employee’s to B2M.
B2M’s right to reject any application by the Customer Employee is final and absolute.

BP PARTNER POINTS PROGRAMME — ANTI–CORRUPTION, ANTI–MONEY LAUNDERING AND ETHICAL COMPLIANCE POLICY

In relation to all activity by the User in respect of the BP Partner Points Programme:

The User acknowledges that B2M and the BP Affiliates are committed to comply with all applicable legal requirements wherever B2M operates and to ensuring high ethical standards. This includes B2M having a zero tolerance policy towards bribery and corruption, including as regards the payment of facilitation/grease payments. The User shares these principles and confirms that it will comply with this Anti–Corruption, Anti–Money Laundering and Ethical Compliance Policy in all respects.
The User agrees and undertakes that the User will comply with all applicable anti–money laundering, anti–bribery and anti–corruption laws, rules and regulations, decrees and/or official government orders applicable to the User and/or any BP Affiliates (the “Applicable Laws”).
The User warrants and undertakes that neither the User nor or any other person acting on the User’s behalf, has or will make, offer, promise to make or authorize, any payment or other transfer of anything of value, directly or indirectly to any person or entity, including Government Officials or entities, for the purpose of obtaining or influencing official actions or decisions or securing any improper advantage in order to obtain or retain business, if such payment or transfer would violate or be inconsistent with the principles of any Applicable Laws.
The User confirms that it has carefully reviewed the BP Code of Conduct (a copy of which is available at www.bp.com) and agrees and undertakes that the User will act consistently with the applicable principles of the BP Code of Conduct in all material respects.
If the User becomes aware of a breach of the BP Code of Conduct or other legal requirements, the User is encouraged to use the BP p.l.c confidential helpline, OpenTalk, which can be reached on +44 (0) 800 917 3604 or www.opentalkweb.com
The User accepts that the BP Partner Points Programme is not available to anyone who undertakes a role in any the following categories and warrants that the User does not fall within one of these categories (whether such role is undertaken on a full–time, part–time, permanent, or temporary, paid or unpaid basis):
(a) any Government Official;
(b) any Restricted Party;
(c) any director, officer, or employee of B2M or any BP Affiliates;
(d) any political party, official of a political party, or candidate for public office;
(e) any person performing a public duty or rendering a service on behalf of a public entity; or
(f) any agent or intermediary for payment to any of the foregoing.
For the purposes of clauses 3 and 6, the term “Government Official” shall include any minister, deputy minister, manager, civil servant, director, officer, or employee of any government or any department, agency or instrumentality of any government, and/or of any public sector company or an enterprise in which a government owns a majority or controlling interest, and/or of any public international organization. This term also includes any police or military personnel and any person acting in any official, administrative or judicial capacity for or on behalf of any such government or such department, agency, instrumentality, company or public international organization.
For the purposes of clause 6 above, a “Restricted Party” is any person, entity or country:
(a) with whom trade (or supply for end use by) is prohibited under any sanctions or restricted party regime imposed by the United Nations, the EU, the United Kingdom, the United States or under other applicable law; or
(b) to whom goods of US origin may not be supplied.
The User agrees that it will allow B2M and/or its duly authorized representative(s) and/or its nominated auditor(s) to review and/or audit all such books, records, accounts and internal accounting control systems that may be relevant to an audit of the User’s compliance with the Terms and Conditions and participation in the BP Partner Points Programme and undertakes that the User will cooperate fully with any such review and/or audit (to include, without limitation, access to any electronic mail or communications and answering any reasonable questions that may arise).
The User agrees that B2M shall have the right to terminate or suspend any agreement with B2M if any BP Affiliate reasonably believes that the User has breached the Terms and Conditions and this Anti–Corruption, Anti–Money Laundering and Ethical Compliance Policy.