1. TERMS

These are the terms and conditions on which we buy devices from a business organisation (you or your). By sending us devices you agree to be bound by these terms and conditions. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem, and other important information.

Please read these terms carefully before you send us your device(s) for trade-in or recycling.

You warrant that your nominated representative is authorised to engage with us on your behalf, and to make decisions for you in relation to the sending or the return of your devices to us.

2. INFORMATION ABOUT US AND HOW TO CONTACT US

2.1 We are MTR Group Limited (a subsidiary of Exertis (UK) Ltd), a company registered in England and Wales under company registration number 7839241 and our registered office is at Technology House, Magnesium Way, Hapton, Burnley, BB12 7BF. Our registered VAT number is 123 8610 32.

2.2 Your representative is able to contact us by telephoning our customer service team at 03332079424.

2.3 If we have to contact you we will do so by telephone or by writing to your nominated representative at the email address or postal address provided to us in your order.

2.4 When we use the words "writing" or "written" in these terms, this includes emails.

3. OUR CONTRACT WITH YOU AND YOUR ORDER

3.1 Completion of the order form by your authorised representative is an offer to us to purchase the device(s). The contract between you and us is conditional upon us receiving the devices and it (and you) complying with these terms and conditions. The estimated price may be varied as set out in these terms and conditions.

3.2 If we cannot accept your order we will inform your nominated representative of this and will not charge you for the service.

3.2.1 Before you send a device to us, we will provide your nominated representative with an estimated price. This price is based on devices being in fully working order and network unlocked, and subject to final inspection by MTR.

3.2.2 In order to sell us devices, you must be:

• A UK based business customer, or an entity acting on behalf of a business customer which is authorised to act on behalf of that business and are capable of entering a binding trade in contract on behalf of that business

3.3 We will assign an order number to your order and tell your representative what it is when we accept your order. It will help us if your representative can tell us the order number whenever he or she contacts us about your order.

3.4 IN RESPECT OF EACH DEVICE SENT OR RETURNED BY YOU TO US, YOU WARRANT THAT EITHER (i) ALL PERSONAL DATA (AS DEFINED UNDER THE DATA PROTECTION ACT 2018) WILL BE ERASED, REMOVED OR OTHERWISE DELETED FROM DEVICES BEFORE SENDING THEM TO US; OR (ii) YOU ARE ENTITLED TO AUTHORISE US TO CARRY OUT DATA DELETION ON THE DEVICE IN ACCORDANCE WITH CLAUSE 13. WE CANNOT BE HELD RESPONSIBLE FOR PERSONAL DATA IF YOU HAVE NOT REMOVED IT FROM DEVICES SENT BY YOU TO US, OR IF YOUR DEVICES ARE LOST IN TRANSIT WHEN BEING SENT TO OR RETURNED BY US. IF YOU SEND US NON-FUNCTIONING DEVICES WE MAY NOT BE ABLE TO RESET THEM OR WIPE PERSONAL DATA FROM THEM BEFORE SELLING THEM ON. YOU INDEMNIFY US FOR ALL LOSSES, COSTS, DAMAGES, CLAIMS OR EXPENSES INCURRED BY US ARISING OUT OF YOUR FAILURE TO COMPLY WITH THIS WARRANTY.

4. DEVICES SENT OR RETURNED TO US

4.1 Any device you send us must match the make and model from your order form and by sending it to us you warrant that the device:

• Is owned by you
• Includes its original OEM battery within the casing and does not have any missing parts and is not damaged in any way
• Is not PIN locked and does not have an "Activation Lock" or "iCloud Lock" activated
• Is not "jail broken" (i.e. the device's software has not been corrupted nor does it contain unauthorised software) or similar and that the firmware has not been altered
• Is original and meets the manufacturer's original UK specifications.

4.2 If you send us devices which do not meet these requirements, we may contact you and notify you that we are declining to purchase your devices. If we decline to purchase them you may ask us to return them or recycle them.

4.3 If your devices still have "Activation Locks", "iCloud Locks" or PIN (and or other locks) activated we will contact your nominated representative to ask for help in unlocking them. If we do not receive a response or the required assistance from your representative your handsets will be recycled and you will not receive any funds for this trade in.

4.4 You will not receive any payment for devices which are returned or recycled.

4.5 Your devices must not be blacklisted or reported lost or stolen. Please see the red flag procedure below.

4.6 We accept boxes, chargers and accessories but they do not increase the estimated price we may offer to you for the device and we may not be able to return them to you.

5 GRADING YOUR DEVICES

5.1 The quoted prices we provide are based on your devices being in working order. To receive the full estimated price for your devices, they must be in good condition. Your devices should:

• be in full working condition (and all features must be in good working order)
• not have significant damage (this does not include mild cosmetic damage or fair wear and tear) - see below
• only be locked to the network you have specified in your order
• not have any other issues which affect our ability to resell them.

5.2 Significant damage will include (among other things) damaged or cracked screens, damaged or non-functioning cameras, missing buttons or keypad damage, deep scratches or dents, snapped hinges; non-functioning charger ports, screen guards, transfers, decals or similar which cannot be removed, microphone or earpiece damage, cracked backs, missing parts, touch screen faults, and faulty or defective software.

6 PRICING

6.1 Prices quoted include any applicable VAT and other tax, and are subject to change at any time without notice. Device prices are variable and if you ask us to estimate the value of your devices but do not place a sales order at that time the actual value offered may be different at a later time.

6.2 Any special offers on device prices are subject to particular terms which we may impose and may be varied or withdrawn at any time without notice. All prices are paid in pounds sterling.

6.3 The estimated price of any device is guaranteed for 14 calendar days subject to the device complying with these terms and conditions. We may remind you of this if we have not received your device within 14 days of your order.

6.4 To be accepted, your device must be received within 14 days following receipt of your sales order and must comply fully with these terms and conditions.

6.5 If your devices are received more than 14 days following your order or do not comply with these terms and conditions then reduced prices may apply or we may refuse to buy your devices, in our discretion.

7 REDUCED PRICES

8 RED FLAGS

8.1 We check the status of all devices we receive against the National GSMA database (using the unique IMEI or serial number).

8.2 If any of your devices has a red flag (meaning it has been registered as lost, stolen, barred or blocked on the GSMA database), we are required to quarantine it for 28 days while its status is reviewed.

8.3 If we notify you that any of your devices has a red flag you will need to contact GSMA to have the red flag removed - we are able to provide your nominated representative with guidance on this procedure.

8.4 If the red flag is removed before the end of the quarantine period, we may elect to process and purchase your device in accordance with these terms and conditions. If the red flag is not removed before the end of the quarantine period, we are required by law to dispose of it or provide it to the police and you will not receive any payment for it. By law we cannot under any circumstances return the device during this 28 day period unless the red flag has been removed.

8.5 If we become aware of any issues with your order you may be required to co-operate with the authorities and we reserve the right to withhold or cancel payment.

8.6 If we become aware of a red flag or other ownership issue with the device we will notify your nominated representative accordingly. If we have already paid you for the device, you agree to indemnify us in relation to the amount of that payment, and should you fail to make payment we are authorised to take steps to recover that amount and any associated costs of recovery.

9 PAYMENTS AND OWNERSHIP

9.1 Ownership of the devices will pass to us when we dispatch payment to you or (if applicable) when we recycle the device.

9.2 Payments will be issued by the method selected by your nominated representative. If you wish to amend your payment method, please contact us before payment is sent. Payment will only be sent following receipt, testing and acceptance of your devices (or under the "Reduced Prices" process set out above).

9.3 We generally issue payments within 48 hours of your nominated representative's acceptance of the final confirmed values. However, this timescale for guidance only and we cannot guarantee payment within that time.

9.4 You should allow 2-3 working days for payments to arrive. Payments are also subject to validation and security checks which we or third parties may stipulate from time to time. Payments sent by post will use first class Royal Mail post. All valuations include VAT (or other applicable tax) at the applicable rate.

9.5 Payment processing depends on third parties (such as postal services and banks) which we do not control, and on your nominated representative inputting complete and accurate payment details during the order process. We do not accept liability for any delay or failure in your receipt of payment as a result of those third parties' action or inaction or your representative's provision of inaccurate or incomplete details.

10 POSTAGE AND RETURNS

10.1 YOU MUST ENSURE THAT YOU ARE AUTHORISED TO SEND DEVICES TO US AND THAT IT IS WITHIN YOUR RIGHTS TO DO SO.

10.2 You send your devices to us at your own risk. We cannot be responsible for devices we do not receive, or for the condition in which we receive devices. We strongly recommend that you ensure that your devices are packed carefully to minimise the risk of damage.

10.3 We recommend that you ensure that your devices are wrapped in bubble wrap and placed in a strong rigid box.

10.4 If we receive a damaged package, the package and any devices included within it will be returned to you so that you may claim for the loss directly with the courier company you have used.

10.5 If we return your devices, we will use Royal Mail 48®Tracked Service at our cost (unless specified otherwise). If Royal Mail cannot deliver the device, we will ask them to return it to our registered office and we will contact you to check your address. Once we receive confirmation that the address is correct we will resend the device.

11 LIABILITY

11.To the fullest extent permitted by law we exclude any and all liability (inclusive of excluding all statuary implied warranties) for any losses, damages, costs, fines, fees or penalties (of any nature) however arsing in connection with these terms. Our liability is capped at the value of your device(s).

11.2 We will not be liable to you for any consequential or indirect loss, loss of reputation or goodwill, or loss of profit or business or loss or corruption of data or any loss.

11.3 Nothing in these terms and conditions limits our liability for death or personal injury caused by our negligence, our fraud or fraudulent misrepresentation or any other matter which cannot lawfully be limited or excluded.

12 FORMING THE CONTRACT

12.1 Your submission of the order to us is an offer to us to purchase the devices. The contract between you and us is conditional upon us receiving the device and it (and you) complying with these terms and conditions. The estimated price may be varied as set out in these terms and conditions.

12.2 Our contract with you will terminate or expire when we buy, recycle or return your devices in accordance with these terms and conditions.

12.3 You may cancel your contract with us without charge at any point up until you send the device to us. After this point you may not cancel your contract with us (but it may be terminated or expire as provided for in these terms and conditions).

13 DATA PROTECTION AND DATA WIPING

13.1 You will endeavour to ensure that any devices collected by or delivered to us have had their data securely deleted prior to collection or delivery (as the case may be). We do offer a data deletion service which is operated as described below.

13.2 Where devices collected by or delivered to us have Personal Data (as defined under the Data Protection Act 2018) contained on them or on SIM cards or memory cards, you warrant to us that you have all legal and regulatory authority to provide the devices to us with the Personal Data contained on them, including any consents or notifications required from relevant persons for the data to be wiped by us.

13.3 Where devices collected by or delivered to us have Personal Data contained on them or on SIM cards or memory cards and:

13.3.1 you accept our confirmed quote prices, we will securely delete the data contained on the device; or

13.3.2 You reject our reduced prices, we sub-contractor will return the devices to you.

13.4 Where devices collected by or delivered to us have Personal Data contained on them or on SIM cards or memory cards, we will:

13.4.1 comply with all law (including all applicable data protection legislation and regulation) in relation to the processing of Personal Data;

13.4.2 not do, or cause or permit to be done, anything in relation to the information provided which may result in a breach by us of the law;

14 FORCE MAJEURE

15 GENERAL

15.1 These terms and conditions are governed by English law and claims in relation to our contract with you are subject to the jurisdiction of the courts of England and Wales.

15.2 If you need to contact us in relation to our contract with you, please use the methods set out in these terms and conditions. If we need to contact you, we may do so using any of the contact details your nominated representative provided to us, including in your order form.

15.3 If a court finds part of our contract with you unenforceable, the rest will continue in force. Each of the paragraphs of these terms and conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

15.4 You may not transfer any of your rights or obligations under your contract with us without our prior written consent. We may transfer our rights and obligations under this contract at any time (although we will let you know and will ensure that this does not affect your rights under your contract with us). No person other than you and us shall have any rights to enforce any of the terms of this contract.

15.5 Even if we delay in enforcing our contract with you, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms and conditions, or if we delay in taking steps against you in respect of your breaking our contract with you, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

16 OTHER IMPORTANT TERMS