PRODUCT TERMS AND CONDITIONS

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY

USER SUBSCRIPTION LICENCE

Carxtra is a brand of cap hpi limited, a company registered in England and Wales under company number 8033745 with its registered office at Capitol House, Bond Court, Leeds, West Yorkshire, LS1 5EZ (‘Carxtra’). Email address: info@carxtra.com. Phone: +44(0)3333703412

Access to Carxtra’s database by You is controlled by an electronic permit activated by entering a username and password. The usernames and passwords are supplied by Carxtra or its authorised agent on a subscription basis.

By accessing Carxtra’s database and by paying the Subscription Fee, You agree to be bound by the terms and conditions of this Licence. In exchange, Carxtra will grant You a Licence to access and use the Carxtra Information on the following terms and conditions:

1. Definitions

In this Licence, the following words will have the following meanings:

"Carxtra Information"means the information gathered by Carxtra and published on the Subscription Area of the Carxtra Website;

"Carxtra Website" means the website at workshop.Carxtra-group.com or such other website that Carxtra may notify to You;

"Intellectual Property Rights" mean any patents, copyright, designs, utility models, trademarks, trade names, domain names, database rights, rights in know-how and confidential information and all other intellectual and industrial property and similar, whether registered or unregistered or analogous rights existing under the laws of any country;

"Licence Agreement" means this User Subscription Licence;

"Registration Form" means the form (electronic or otherwise) completed by setting out Your details, the Subscription Period and the Subscription Fee payable; where there is any inconsistency between this Licence and the Registration Form, the terms and conditions of this Licence Agreement shall prevail;

"Subscription Area" means that part of the Carxtra Website which is only accessible by entering a valid username and password and which contains the Carxtra Information;

"Subscription Fee" means the fee agreed between You and Carxtra, as are set out in the Registration Form;

"Subscription Period" means the period for which You have paid the Subscription Fee to access the Carxtra Information as set out on the Registration Form; and

"You" means the organisation paying to have access to the Carxtra Information, and

"Your" will be construed accordingly.

2. Licence Grant

2.1. On receipt of the correctly completed Registration Form and in consideration of (and receipt of) payment by You of Subscription Fee to Carxtra, Carxtra grants You online-only access to the Subscription Area and grants You a non-exclusive non-transferable limited Licence to view the Carxtra Information on the Subscription Area for the Subscription Period subject to the terms and conditions of this Licence Agreement.

2.2. The Licence granted under clause 2.1 is issued in respect of the single business or address stated on the Registration Form and covers the viewing of Carxtra Information by a single internet-connected device in use at any given time at that location. You will be issued with a single username and password and will ensure that such username and password are not disclosed to any third party or used other than as permitted in these Terms and Conditions. You agree to indemnify Carxtra from and against any loss, liability, damages or costs to Carxtra or third parties from Your failure to comply with this obligation. You shall notify Carxtra in writing immediately if the security of a password has been compromised.

2.3. Viewing of the Carxtra Information by additional internet-connected devices at the location applicable in paragraph 2.2, will be granted at Carxtra’s discretion and will be subject to the completion of further Registration Forms and additional subscription fees, for which additional usernames and passwords will be issued.

2.4. You may only use the Carxtra Information as a source of reference for the purposes of maintaining and repairing motor vehicles.

2.5. Only You and Your employees are authorised to use the username and password Carxtra gives to You in accordance with paragraph 2.2, and You will not disclose or authorise the disclosure of the username and password on to any other party.

2.6. You may not use, copy, download, rent, lend, lease, sell, distribute, transmit or otherwise transfer any Carxtra Information or any copy, modification, translation or adaptation of any Carxtra Information except as permitted by law or expressly set out in this Licence. You may not “crawl” or otherwise access the Carxtra Information, whether manually or by automated means, to reproduce any part of the Carxtra Information in any form. You may not reverse compile, disassemble, reverse engineer or create derivative works based on all or any portion of the Carxtra Information.

2.7. During the Subscription Period and for a period of 12 months following its termination (for whatsoever reason), You must permit Carxtra and its representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises, and to the computer equipment located there, at which the Carxtra Information is (or was) being used, and any records kept pursuant to this Licence Agreement, for the purpose of ensuring that You are complying with this Licence Agreement.

2.8. You agree that Carxtra may monitor Your online use of the Subscription Area, for example to ensure compliance with this paragraph 2 or to collect statistics relating to the use of the Carxtra Website. If Carxtra reasonably establishes that you are accessing or otherwise using the Subscription Area other than in accordance with this Licence, Carxtra has the right to immediately suspend or terminate your access to the Subscription Area with no obligation to repay You any part of the Subscription Fee.

2.9. You agree that in the course of Your use of the Subscription Area, You may choose to upload to the Subscription Area for ease of reference certain information relating to You or Your customers or commercial partners (including details of your physical location(s), names of Your employees accessing the Subscription Area, makes and models of motor vehicles owned by Your customers or commercial partners, etc.). Such information remains Your property at all times, and You can choose to delete such information from the Subscription Area at any time. By uploading such information to the Subscription Area, You consent to Carxtra storing a copy of that information. Carxtra shall comply with all statutory requirements relating to processing of such information, and will ensure the privacy of such information at all times.

2.10. You may not use (or permit to be used by any third party) the Carxtra Information in relation to the maintenance or repair of any motor vehicles which are or may reasonably be suspected to be used for military purposes or in connection with the transportation or storage of weapons of mass destruction, or otherwise in contravention of European Union or any other regulations. You must immediately notify Carxtra in writing if you become aware of or suspect that the Carxtra Information made available to You or Your access to the Subscription Area has been used in this way.

2.11. You must comply with all applicable laws and regulations in force from time to time in the location from which you access the Carxtra Information and the Subscription Area, and must not use (or permit to be used) the Carxtra Information in connection with any illegal activities.

3. Duration

3.1. Unless Carxtra terminates it in accordance with clauses 2.8 above or 6.2 below, this Licence Agreement will begin on the date on which Carxtra issues You with a username and password to access the Subscription Area and will continue for the Subscription Period.

3.2. Unless we receive notice from you within the last 30 days of the Subscription Period (and any subsequent renewals thereof) that you wish to terminate this Licence Agreement, this Licence Agreement will be automatically renewed for a further Subscription Period of 12 months or to the period specified in your contract where relevant, and you will be required to pay a further fee. This further fee will be automatically charged to any payment means that you have authorised us to retain on our records, or where relevant to the channel through which you purchased your subscription, otherwise you will be issued with an invoice. If You do not pay the further Subscription Fee in respect of any renewal of this Licence Agreement when it falls due, Carxtra may suspend or terminate your access to the Subscription Area.

4. Warranties and Indemnities

4.1. The Carxtra Information has been compiled by Carxtra from the results of tests carried out by Carxtra. All reasonable care has been taken to ensure the accuracy of such information. Nevertheless, Carxtra gives no warranty that the Carxtra Information is complete or accurate and, to the maximum extent permitted by law, Carxtra will accept no liability arising from any inaccuracy or incompleteness of the Carxtra Information.

4.2. The Carxtra Information was compiled for use with vehicles manufactured to European specifications. You should be aware that in countries outside Europe model names and descriptions and the specifications relating to them may differ from those listed in the Carxtra Information.

4.3. The Carxtra Information is provided ‘AS IS’ and all conditions or warranties express or implied, statutory or otherwise (including without limitation those pertaining to accuracy, completeness, currency, non-infringement, merchantability or fitness for a particular purpose (whether or not notified) of any product) are hereby excluded.

4.4. Carxtra makes all reasonable efforts to ensure the Carxtra Website is free from computer viruses, Trojans and other malicious code, however You should ensure that You use adequate, up to date, anti-virus software. Carxtra will accept no liability arising from any infection by computer viruses or other malicious code.

4.5. Carxtra makes all reasonable efforts to ensure that the Carxtra Website is available. On some rare occasions the number of users accessing it may cause it to run slowly, and on other occasions it may be temporarily unavailable whilst it is being serviced or repaired. Whilst Carxtra will endeavour to warn users of scheduled service interruptions, Carxtra does not warrant that the site will be accessible at all times. To the maximum extent permitted by law, Carxtra will accept no liability arising from the inability of users to access the Carxtra Information or any slow running of the Carxtra website.

4.6. Your sole remedy and the entire liability of Carxtra are as set out in this Licence Agreement and in no event shall Carxtra be liable to You or any other person for any loss of revenue, loss of actual or anticipated profits whether arising in the normal course of business or otherwise (including, without limitation, loss of profits on contracts); loss of the use of money; loss of anticipated savings; loss of business; loss of opportunity; loss of goodwill; loss of or damage to reputation; loss of or corruption to data; loss of management or administration time, legal and other professional fees and expenses; or any indirect or consequential loss or damages however caused which arise directly or indirectly from the subject matter of this Licence Agreement or the use or inability to use the Carxtra Website.

4.7. You hereby indemnify and hold harmless Carxtra from and against all liability, cost (including legal costs), damage, loss, action, claim or proceedings arising directly or indirectly as a result of any unauthorised use by You (or Your employees or any third party to whom You or Your Employees have granted access to the Carxtra Information) of the Carxtra Information or of the Carxtra Website, whether in compliance with the terms of this Licence Agreement or otherwise. You will provide Carxtra with any evidence or information in your possession or control reasonably requested by Carxtra in relation to your use of the Carxtra Information in the event that Carxtra is subjected to any challenge, claim, or complaint relating to your use of the Carxtra Information.

4.8. Except as set out in this Licence Agreement or as required by law, no other warranties (whether express or implied) are made in respect of the Carxtra Information or the Carxtra Website. Nothing in this Agreement shall operate to exclude or restrict the liability of either Party for death or personal injury due to its negligence, nor for fraudulent misrepresentation, or any liability which cannot be excluded by law.

5. Rights in the Carxtra Information

5.1. All Intellectual Property Rights in the Carxtra Information are owned by Carxtra Limited and/or its licensors. You shall not have any rights in or to the Carxtra Information other than the rights specifically granted under this Licence Agreement and the Registration Form and all rights not expressly granted to You are reserved by Carxtra.

5.2. The copyright and database rights notice included in Carxtra Information must at all times remain an integral part of the Carxtra Information and any permitted copy.

5.3. CARXTRA and the Carxtra logo are wholly owned brand names of cap hpi limited.

5.4. You hereby assign (and shall procure the assignment from any of Your employees) at no cost to Carxtra all rights (including copyright) in any content relating to the repair and maintenance of motor vehicles that You provide or make available (e.g. by email or by posting on Carxtra’s user forums or such similar other public facilities owned or operated by Carxtra) to Carxtra which supplements the Carxtra Information.

6. General

6.1. You shall not transfer, assign, sub-license or otherwise dispose of all or any part of this Licence Agreement, or any of Your rights or obligations arising under it without the prior written consent of Carxtra.

6.2. In the event that You fail to comply with the terms and conditions of this Licence Agreement, Carxtra shall be entitled to terminate this Licence Agreement granted to You with immediate effect and without notice. On expiry of this Licence Agreement for whatsoever reason, all rights granted to You under this Licence Agreement shall cease.

6.3. You consent to Carxtra storing Your payment information to facilitate payment of future subscription fees. Carxtra shall comply with all data protection legislation in the storing and processing of any personal data.

6.4. Carxtra may update the terms of this Licence Agreement from time to time, written notice to You is not required. All changes and notifications will be displayed on www.carxtra.com.

6.5. If any provision of this Licence Agreement is declared void or unenforceable the remaining provisions of this Licence Agreement shall remain in full force and effect.

6.6. Nothing in this Licence Agreement shall be deemed to constitute a partnership between the Parties nor constitute any Party to be the agent of the other Party.

6.7. Nothing in this Licence Agreement is intended to confer any benefit on any third party (whether such benefit would have arisen under the Contracts (Rights of Third Parties) Act 1999 or otherwise) and no term will be enforceable by any third party.

6.8. No amendment or variation to this Licence Agreement shall take effect unless it is in writing, signed by authorised representatives of each of the Parties.

6.9. This Licence Agreement and the Registration Form constitute the entire agreement between You and Carxtra and supersedes any previous arrangement, understanding or agreement between You and Carxtra relating to the Carxtra Information. To the extent that there is a discrepancy between this Licence Agreement and the Registration Form, the terms of this Licence Agreement shall prevail.

6.10. This Licence Agreement shall be governed by and construed in accordance with the laws of England and Wales and the Courts of England and Wales shall have non-exclusive jurisdiction.

7. Cookies

7.1. Cookies enable us to identify your device, or you when you have logged in. Carxtra uses cookies that are strictly necessary to enable you to move around the site or to provide certain basic features. We use cookies to enhance the functionality of the website. We also use cookies to help us to improve the performance of our website to provide you with a better user experience. We don’t sell the information collected by cookies.

7.2. You consent to Carxtra storing cookies on your device(s) for the purposes outlined in 7.1.

7.3. Please be aware that should you choose to disable or remove cookies it may prevent you from taking full advantage of the application and some of the application functionality may fail to work.

7.4. If you require more information about the cookies we use, please contact Carxtra. www.carxtra.com/contact or see our cookies policy at https://www.Carxtra-group.com/corporate/privacy-policy/.

8. Data Protection

8.1. Carxtra and You agree that the provisions set out in Schedule 1 – data protection schedule attached hereto shall bind the parties with respect to their respective data protection and information security obligations.

SCHEDULE 1

DATA PROTECTION SCHEDULE
The terms "personal data", "controller", "processor", "processing", "data subject", shall have the meanings ascribed to them under the European Data Protection Directive (95/46/EC) or the Regulation (defined below), as applicable.

“Carxtra Data Retention Policy” means the personal data retention policy set out by Carxtra and as updated by Carxtra from time to time;

“Your Personal Data” means all personal data in whatever form or medium which is (i) supplied, or in respect of which access is granted, to Carxtra whether by You or otherwise in connection with this Licence Agreement, or (ii) produced or generated by or on behalf of Carxtra in connection with this Licence Agreement;

"Data Protection Schedule" means this data protection schedule;

"Data Protection Law" means the Directives (as amended or replaced from time to time) and the Regulation (or, in the event that the UK leaves the European Union, all legislation enacted in the UK in respect of the protection of personal data);

"Directives" means the European Data Protection Directive (95/46/EC) and the European Privacy and Electronic Communications Directive (Directive 2002/58/EC);

"Regulation" means, on and from 25 May 2018, Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as and when it becomes applicable;

"Reportable Breach" means any unauthorized or unlawful processing, disclosure of, or access to, Your Personal Data and/or any accidental or unlawful destruction of, loss of, alteration to, or corruption of Your Personal Data;

"Supervisory Authority" means any EU competent data protection authority to whose jurisdiction the You is subject in relation to Your Personal Data and where Carxtra provides the Services; and

1.1. The Parties agree the following sets out the information required by the Regulation

Subject matter of processing - Vehicle service, maintenance and repair information and the fulfilment of contractual obligations under this Licence Agreement.

Duration of processing - For the length of the Licence Agreement until terminated or once processing by Carxtra of any personal data is no longer required for the performance of its relevant obligations under the Licence Agreement or for its other legitimate interests, or as in accordance with Carxtra Data Retention Policy.

Nature of processing - Processing personal data of Customer’s customers for the purposes of servicing, maintaining and repairing vehicles. Personal data is input by You and Your authorized, appointed, or approved repairers, engineers, or third parties.

Purpose of processing - To enable vehicle service, maintenance and repair and related services, and to perform Carxtra’s obligations under the Licence Agreement.

Type of personal data - Vehicle Registration Mark (VRM) and/or Vehicle Identification Number (VIN)

Categories of data subjects - Vehicle owners

1.2. You and Carxtra hereby agree that for the purposes of this Licence Agreement, Carxtra (and each permitted subcontractor) shall be a data processor.

1.3. Carxtra, acting as data processor, shall:

1.3.1. only process Your Personal Data as necessary to perform its obligations under this Licence Agreement, in accordance with the Carxtra Data Retention Policy and/or as required by laws applicable to it (provided that Carxtra first informs You of that legal requirement before processing unless that law prohibits this on important grounds of public interest);

1.3.2. ensure that all staff who have access to Your Personal Data have committed themselves to appropriate obligations of confidentiality;

1.3.3. maintain all appropriate technical and organisational measures to ensure security of Your Personal Data. Such measures shall be compliant with Carxtra's applicable IT Security and/or Information Security policies.

1.3.4. assist, to the extent possible, You to fulfil its obligations in responding to requests for exercising of data subject rights set out in the Directives and Chapter III of the Regulation (Rights of the data subject);

1.3.5. not engage any other processor in relation to the Services without the prior written authorisation of You, such authorisation not to be unreasonably withheld, or if applicable, not engage any other processor in relation to the Services except in accordance with Your general written authorisation and/or as set out in the Carxtra Data Retention Policy, under both of which Carxtra shall inform You of any proposed changes to processors and You shall have a veto right over the proposed changes. For the avoidance of doubt, Carxtra shall enter into a written Licence Agreement with each sub-contractor containing obligations which are equivalent to those set out in this Clause 1.3;

1.3.6. not transfer any Your Personal Data outside the European Economic Area (EEA) save as required to deliver the Services and otherwise with the express prior written consent of You;

1.3.7. subject to reasonable access arrangements and save for disclosure of information which is confidential, commercially sensitive or privileged, permit You or a third-party auditor acting under Your direction, to conduct, at Your cost, data protection audits, assessments and inspections concerning Carxtra's data protection procedures relating to its compliance with this Clause 1.3. For the avoidance of any doubt, Your audit, access, and inspection rights under this clause is limited to Carxtra’s documents and records only and does not apply to Carxtra’s physical premises;

1.3.8. notify You as soon as reasonably practicable and in writing if it becomes aware of a Reportable Breach and provide You with assistance in responding to and mitigating it. Carxtra shall maintain a log of Reportable Breaches.

1.3.9. assist You in complying with Article 35 (Data protection impact assessment) and Article 36 (Prior consultation) of the Regulation in respect of any new type of processing proposed, in accordance with Data Protection Law;

1.3.10. save as to where required by law or in accordance with the Carxtra Data Retention Policy, on termination or expiry of this Licence Agreement however made and for any reason, either destroy all Your Personal Data or transfer it to You or a nominated third party (in a mutually agreed format and by a mutually agreed method).

1.3.11. Notwithstanding anything to the contrary in the Licence Agreement, Carxtra’s aggregate liability to You under this Clause 1.3 and in relation to all of Carxtra’s data protection obligations under Data Protection Law shall be limited to and shall not exceed £100,000 Pound Sterling per Contract Year and shall in no event exceed £200,000 Pound Sterling in aggregate for the entire duration of the Licence Agreement and thereafter. For the purposes of this Clause “Contract Year” shall mean each period of 12 months following on from the Start Date of the Licence Agreement or its anniversary and shall include such 12-month periods that continue after the termination or expiry of the Licence Agreement.

1.4. You, acting as data controller, hereby warrant and represent:

1.4.1. that all processing of Your Personal Data will be in compliance with all Data Protection Law, and that the processing of the Your Personal Data by Carxtra in accordance with this Licence Agreement will not breach Data Protection Law;

1.4.2. that Your Personal Data provided to Carxtra are accurate and will be updated to ensure continued accuracy as and when required;

1.4.3. that with the exception of personal data as contemplated in this Data Protection Schedule, the You agree not to provide Carxtra with any other personal data without first notifying Carxtra and signing with Carxtra separate written terms in relation thereof. Without limiting the generality of the forgoing, the You also warrant and represent i) that the You will not provide Carxtra with nor request Carxtra to process the types and categories of personal data listed, defined, or referenced to in Articles 8 - 10 of the Regulation (collectively “High Risk Personal Data”), and ii) that the You will not provide Carxtra with nor pass to Carxtra personal data for which Carxtra has no knowledge of, is unaware of, or which is not explicitly provided for under this Data Protection Schedule, and that where applicable, the You will not enter any personal data into free text fields embedded in relevant Carxtra products and/or Services and will not incorporate any personal data into any attachments and/or images that are to be uploaded into Carxtra’s system(s) from time to time;

1.4.4. that You shall, and shall procure Your employees, contractors, and/or agents to keep secure the login credentials used to access to the Services and shall be liable for the access to the Services through such login credentials. You further warrant that it shall promptly notify Carxtra of any unauthorised use of any login credentials, or other breach of security, including loss, theft or unauthorised disclosure of login credentials, and that the Services shall only be accessed by authorised employees from authorised sites as agreed to by Carxtra (“Authorised Sites”), and You shall maintain a written, up-to-date list of current employees who use the Services and Authorised Sites and provide such list to Carxtra within 10 days of Carxtra’s written request at any time; and

1.4.5. that You shall at Your own cost, and shall procure Your employees, contractors, and/or agents to do or procure to be done all such further acts and things as may be reasonably necessary from time to time to ensure either party’s compliance with Data Protection Law, including but not limited to the prompt installation of and/or the upgrading to the latest Carxtra release or versions of the relevant Carxtra software or systems.

1.5. You acknowledge that Carxtra is reliant on You for instructions as to the extent to which Carxtra is entitled to use and process Your Personal Data. Consequently, Carxtra will not be liable for and You shall, immediately on demand, fully indemnify Carxtra and keep Carxtra fully and effectively indemnified against all costs, claims, demands, expenses (including legal costs and disbursements on a full indemnity basis), losses (including indirect losses, loss or corruption of data, loss of reputation, goodwill and profits), actions, proceedings and liabilities of whatsoever nature incurred by Carxtra or for which Carxtra may become liable due to any claim brought by a data subject or Supervisory Authority arising from any action or omission by Carxtra, to the extent that such action or omission resulted from Your instructions.

1.6. You shall, immediately on demand, fully indemnify Carxtra and keep Carxtra fully and effectively indemnified against all costs, claims, demands, expenses (including legal costs and disbursements on a full indemnity basis), losses (including indirect losses, loss or corruption of data, loss of reputation, goodwill and profits), actions, proceedings and liabilities of whatsoever nature arising from or incurred by Carxtra or its affiliates in connection with any failure of the You or any third party appointed by You to comply with any of the provisions of Clause 1.4 and/or Data Protection Law in respect of Your Personal Data.

1.7. To the extent of any conflict exists between this Data Protection Schedule and any other parts of the Licence Agreement, this Data Protection Schedule shall prevail, govern, and supersede. This Data Protection Schedule and the obligations hereunder shall survive the termination or expiry of the Licence Agreement however effected or arising.