TERMS & CONDITIONS TERMS & CONDITIONS

Corporate Programme - Terms & Conditions

1 These terms and conditions apply in relation to the sale of all new Lexus vehicles to an Eligible Person under the Lexus Corporate Programme. Each of Lexus and the Corporate Customer agree to comply with these terms and conditions.

2 The Corporate Customer acknowledges and agrees that Lexus may vary these terms and conditions and/or the benefits provided under the Lexus Corporate Privileges Programme from time to time by written notice to the Corporate Customer.

Delivery of Lexus Corporate Privileges Programme Benefits

3 Lexus will use reasonable endeavours to procure Lexus Dealers to provide the Lexus Corporate Privileges Programme Benefits to Eligible Persons in accordance with these terms and conditions. The Corporate Customer acknowledges however that Lexus Dealers are not the agents of Lexus and have no right to bind Lexus in contract or otherwise or to represent that they can do so.

Lexus Corporate Privileges Programme Benefits

4 Each Eligible Person who purchases a new Lexus vehicle under the Lexus Corporate Privileges Programme shall, subject to these terms and conditions, be entitled to the following Lexus Corporate Privileges Programme Benefits:

4.1 Dealers will sell new Lexus vehicles to Eligible Persons under the Lexus Corporate Privileges Programme at prices no higher than those set out from time to time in the Lexus Corporate Privileges Programme price list and will charge a discounted pre-delivery fee in respect of each vehicle.

4.2 Subject to clause 6, complimentary scheduled service for a period of 36 calendar months from the date of initial registration of the Lexus vehicle or until such vehicle has travelled 60,000 km (whichever occurs first) in accordance with the service schedule and at the intervals set out in the Lexus Warranty and Service Seals Booklet for the relevant Lexus vehicle.

4.3 A Lexus Corporate Privileges Programme Welcome Gift from the relevant Lexus Dealer.

4.4 The regular driver or custodian of the vehicle will be entitled to all benefits and privileges available from time to time to all owners of Lexus vehicles, including under the Lexus Encore Programme.

Complimentary Service

5 The complimentary service benefits set out in clause 5.2 are subject to the following conditions:

5.1 The complimentary service benefits include the cost of parts and labour for all maintenance items listed for a particular scheduled service in the Lexus Warranty and Service Seals Booklet and any other preventative treatment which Lexus considers should form part of the complimentary service. They do not include the costs of parts and labour for any items which are not included as part of the scheduled service set out in the Lexus Warranty and Service Seals Booklet, including but not limited to the repair or replacement of wear and tear items such as brake pads, discs and wiper blades, the repair or replacement of tyres, repairs necessary due to damaged glass, panels or paint work (including rust corrosion), preparation for or restoration after long-term storage, repairs by persons other than a Lexus Dealer (without Lexus prior consent), effecting or repairing alterations or modifications to the Lexus vehicle, work necessary due to negligence, accidental or intentional damage or abuse, vehicle recovery, towing or other related travel costs (this may be covered by the Lexus Roadside Assistance Programme) or work involved in daily or other regular checks to the vehicle.

5.2 The Eligible Person must take all reasonable steps to make the Lexus vehicle available to a Lexus Dealer during normal working hours at or before the relevant service interval specified in the Warranty and Service Seals booklet so that the relevant maintenance work can be performed.

5.3 The Eligible Person must provide the Lexus Dealer who is to perform a complimentary scheduled service with the vehicle's Lexus Warranty and Service Seals Booklet and demonstrate, to the satisfaction of the Lexus Dealer, that the Eligible Person has maintained an accurate record of the distance travelled by the Lexus vehicle and that the Lexus vehicle has undergone scheduled servicing at the service intervals specified in the Lexus Warranty and Service Seals Booklet.

5.4 The Eligible Person must comply with the instructions in the Lexus Owner's Booklet and take steps to minimise any vehicle damage in the event of vehicle defect or failure.

5.5 In exceptional cases where it is impractical for a Lexus Dealer to carry out the complimentary scheduled service or other maintenance work required to the Lexus vehicle, the Eligible Person may, by prior arrangement with Lexus, have the Lexus vehicle serviced or repaired by a person who is not a Lexus Dealer. Lexus will reimburse the Eligible Person for the costs of parts and labour which would be included in the complimentary service benefits under the Lexus Corporate Privileges Programme upon receipt of the relevant invoice.

Other terms and conditions

6 The Lexus Corporate Privileges Programme Benefits will only be provided to Eligible Persons who purchase or lease a new Lexus vehicle from a Lexus Dealer.

7 The Lexus Corporate Privileges Programme Benefits will not be provided in relation to any purchase or lease of demonstration vehicles, ex-company fleet vehicles, used vehicles and special models notified from time to time to the Corporate Customer by a Lexus Dealer or Lexus as not being available for lease or purchase under the Lexus Corporate Privileges Programme.

8 The Corporate Customer must ensure that the following requirements are complied with in respect of each new Lexus vehicle ordered under the Lexus Corporate Privileges Programme:

8.1 The Corporate Customer must provide such documentary evidence as Lexus or the Lexus Dealer may reasonably require from the Corporate Customer to confirm that the order for a new Lexus vehicle is in favour of an Eligible Person, who is employed by an eligible company.

8.2 The purchase contract for the new Lexus vehicle must be executed by or on behalf of an Eligible Person, and the Lexus vehicle must be registered in the name of that Eligible Person.

9 A purchase or lease of a new Lexus vehicle by an Eligible Person ordered under the Lexus Corporate Privileges Programme will at all times be subject to the relevant Lexus Dealer's standard terms and conditions of sale or lease. In the event of any inconsistency between these terms and conditions and the Dealer's terms and conditions of sale or lease, these terms and conditions will prevail to the extent of the inconsistency.

10 The Corporate Customer acknowledges and agrees that the Lexus Corporate Privileges Programme Benefits in respect of any new Lexus vehicles purchased by the Corporate Customer under the Lexus Corporate Privileges Programme are not transferable.

Privacy

11 The Corporate Customer warrants the following to Lexus:

11.1 Any Personal Information that the Corporate Customer or an Eligible Person discloses to Lexus or a Lexus Dealer in connection with the Lexus Corporate Privileges Programme has been collected in accordance with Privacy Law.

11.2 The individual to whom the Personal Information relates has been made aware of the identity of Lexus and the Lexus Dealer to which the Personal Information will be disclosed, of how to contact them and of the other matters of which Lexus and the Lexus Dealer would be required to inform a person about whom they collect Personal Information under Privacy Law.

11.3 Lexus and Lexus Dealers are authorised, either by the consent of the individual or by law, to collect the Personal Information about Eligible Persons and use the Personal Information for the purposes of the Lexus Corporate Privileges Programme.

12 For the avoidance of doubt, the warranties given in clause 11 apply to Personal Information about an individual who is an officer, employee or principal of the Corporate Customer or an officer, employee or principal of an Eligible Person.

13 The Corporate Customer must promptly inform Lexus in writing of any complaint that it receives concerning the use, disclosure, storage, transfer or handling of Personal Information and comply with any reasonable direction of Lexus in relation to a complaint concerning the use, disclosure, storage, transfer or handling of Personal Information.

Term and termination

14 The term of the Corporate Customer's participation in the Lexus Corporate Privileges Programme commences on the date Lexus accepts the application form signed by the Corporate Customer in respect of the Lexus Corporate Privileges Programme and will continue until terminated in accordance with these terms and conditions.

15 Lexus may terminate the Lexus Corporate Privileges Programme at any time by written notice to the Corporate Customer.

16 Lexus may terminate the Corporate Customers participation in the Lexus Corporate Privileges Programme immediately by written notice to the Corporate Customer if one or more of the following occurs:

16.1 The Corporate Customer no longer complies with Lexus Eligibility Criteria.

16.2 In the opinion of Lexus, the Corporate Customer has ceased to be able to pay its debts as they become due.

16.3 The Corporate Customer ceases to carry on business;

16.4 Any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Corporate Customers assets, operations or business.

16.5 Any step is taken to enter into any arrangement between the Corporate Customer and its creditors.

16.6 Any step is taken to appoint a receiver, a receiver and manager, a liquidator, a provisional liquidator, an administrator or other like person of the whole or any part of the Corporate Customer's assets or business.

17 If Lexus terminates the Lexus Corporate Privileges Programme or the Corporate Customer's participation in the Lexus Corporate Programme, Lexus will use reasonable endeavours to procure Lexus Dealers to continue to provide the Lexus Corporate Privileges Programme Benefits in respect of new Lexus vehicles purchased by an Eligible Person before the date of termination, whether such vehicles are delivered to the Eligible Person before or after the date of termination.

18 Termination of the Lexus Corporate Privileges Programme or the Corporate Customer's participation in the Lexus Corporate Programme in accordance with these terms and conditions does not affect any accrued rights or remedies of Lexus with respect to the Corporate Customer.

Liability

19 All warranties and conditions, including any implied by law are expressly excluded from these terms and conditions to the maximum extent permitted by law. To the maximum extent permitted by law, Lexus will not be liable to the Corporate Customer, any Eligible Person or their employees, contractors or agents for any direct, indirect, incidental or consequential loss of any nature caused by, or any claim arising directly or indirectly or in any way attributable to, the performance, the failure to perform or the delay in performance of the obligations of Lexus under these terms and conditions or any act or omission of a Lexus Dealer.

Defined terms

20 In these terms and conditions:

20.1 Corporate Customer means the entity or individual who has been accepted by Lexus as eligible to participate in the Lexus Corporate Privileges Programme.

20.2 Eligibility Criteria means Lexus eligibility criteria for membership of the Lexus Corporate Privileges Programme as amended by Lexus from time to time.

20.3 Eligible Person means one of the following individuals or entities:

20.3.1 The Corporate Customer.

20.3.2 A company in which the Corporate Customer holds at least 50% of the issued shares and which conforms with Lexus criteria for membership of the Lexus Corporate Privileges Programme (Subsidiary).

20.3.3 A director, secretary or other officer of the Corporate Customer or of a Subsidiary (Executive).

20.3.4 An employee of the Corporate Customer or a Subsidiary (Employee).

20.4 Lexus means Toyota Motor Corporation Australia Ltd (ABN 64 009 686 097), trading as Lexus, with its registered office at 155 Bertie Street, Port Melbourne, Victoria 3207.

20.5 Lexus Corporate Privileges Programme Benefits means the benefits set out in clause 5 as varied by Lexus from time to time.

20.6 Lexus Dealer means a person who has been appointed by Lexus as an authorised dealer of Lexus vehicles and related products.

20.7 Lexus Financial Services means Toyota Finance Australia Ltd ABN 48 002 435 181, trading as Lexus Financial Services.

20.8 Personal Information means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in writing or spoken, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion.

20.9 Privacy Act means Privacy Act 1988 (Cth).

20.10 Privacy Law means the Privacy Act and any other law that applies to the Dealer that relates to privacy or to the collection, use, disclosure or handling of information about individuals (including a law of a State or Territory relating to privacy) and any code of practice by which the Dealer is bound.

Disclaimer

Lexus is distributed in Australia by Lexus Australia, the luxury division of Toyota Motor Corporation Australia Limited ACN 009 686 097. Lexus Financial Services is a division of Toyota Finance Australia Limited ABN 48 002 435 181.