End User Terms & Conditions of Use

BACKGROUND:

These Terms of Use, together with any and all other documents referred to herein, set out the terms under which you may use Our Platform and other Services. Please read these Terms of Use carefully and ensure that you understand them. You will be required to read and accept these Terms of Use in order to use Our Platform and other Services.

BY CLICKING ON THE "SUBMIT" BUTTON YOU AGREE TO THESE TERMS OF USE WHICH WILL BIND YOU. THESE TERMS OF USE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 8.

If you do not agree to comply with and be bound by these Terms of Use, you will not be able to use Our Platform and other Services. These Terms of Use, as well as any and all Contracts are in the English language only.

We amend these Terms of Use from time to time. Every time you wish to use our Platform, please check these Terms of Use to ensure you understand the terms that apply at that time.

1. Definitions and Interpretation

1.1 In these Terms of Use, unless the context otherwise requires, the following expressions have the following meanings:

"Account"means an account required to access and/or use certain areas of Our Site including Our Platform;

"Consumer"means a consumer who wishes to obtain a lead (which could include a finance quote) or apply for finance in respect of a vehicle either in person at a dealership or online via the Customer Site or Third Party Site;

"Consumer Data"means data that is inputted directly by a Consumer either via the Customer Site or Third Party Site;

"Content"means any and all text, images, audio, video, scripts, code, software, databases, and any other form of information that appears on, or forms part of, Our Site (including, but not limited to, Our Platform) (excluding the Customer Content) and any other content that We otherwise provide to You as part of the Services;

"Contract"means the contract between Us and the Customer for the purchase of a Subscription for the Services;

"Customer"means the customer who has entered into the Contract with Us in respect of the provision of the Services;

"Customer Content"means any and all text, images, audio, video, scripts, code, software, databases, and any other form of information, including data relating to a Consumer, that is inputted or provided by You (acting on behalf of the Customer) via Our Platform or otherwise using the Services (which, for the avoidance of any doubt, shall not include the Consumer Data);

"Customer Site"means a website that is owned and operated by the Customer:

"End User" or "You" means the Customer’s employee, agent or independent contractor who is authorised by the Customer to use the Services and who is agreeing to comply with these Terms of Use in respect of their use of the Services (and the term “End Users” shall be construed accordingly);

"Intellectual Property Rights"means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

"Licence"means the licence to use the Services granted to You pursuant to Clause 4.1 of these Term of Use;

"Our Site"means our site at www.autoconvert.co.uk;

"Platform"means collectively the online software applications, facilities, tools, services, and information that We provide through Our Site as part of the Services;

"Services"means the subscription services provided by Us to the Customer and the End Users under the Contract (as detailed in the Contract);

"Subscription"means the subscription for the Services purchased by the Customer from Us, as set out in the Contract;

"Subscription Fee"means the fees payable by the Customer to Us in respect of the Subscription, as set out in the Contract;

"Third Party Service Provider"means a third party providing a service that is offered to the Customer and End Users through Our Platform, as detailed in Clause 7.5;

"Third Party Site"means a website that is owned and operated by a third party, pursuant to an agreement between the Customer and the Third Party;

"Virus"means anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;

"We/Us/Our"means Blue Owl Network Ltd trading as Auto Convert, a company registered in England under 09633716, whose registered address and whose main trading address is 1 Tony Wilson Place, Manchester, M15 4FN.

"Subscription Confirmation"means our acceptance and confirmation of your purchase of a Subscription;

"Subscription ID"means the reference number for your Subscription;

"User"means a user of Our Site;

"User Content"means any Content submitted by a User;

2. Information About Us

2.1 Our Site, www.autoconvert.co.uk, is owned and operated by Us. Our VAT number is GB228856472.

2.2 We are a member of the BCCA.

3. Access and Changes to Our Platform and/or Services

3.1 Use of the Services, including access to Our Platform, requires a Subscription. Upon the Customer purchasing a Subscription, the Services will be available to End Users for the duration of that Subscription period and any and all subsequent renewals (subject to the Customer and End Users complying with the terms of the Contract and these Terms of Use).

3.2 We may from time to time make changes to the Services, as follows:

3.2.1 Minor changes may be required to make underlying technical alterations, for example, to fix an error or to address a security issue. We will inform You by email or via Our Platform of any such changes (including, if applicable, anything that You need to do), however they will be unlikely to materially affect Your use of the Services;

3.2.2 Other changes may be made to reflect changes in the law or other regulatory requirements. We will inform You by email or via Our Platform of any such changes (including, if applicable, anything that You need to do); and

3.2.3 We will continue to develop and improve the Services over time, in some cases making significant changes to the Services. You will be kept fully informed of any and all such changes.

3.3 We will use reasonable endeavours to ensure that the Services are available at all times. In certain limited cases, however, We may need to temporarily suspend availability to make certain changes outlined under sub-Clause 3.2. Unless We are responding to an emergency or an urgent issue, We will inform you in advance of any interruptions to availability.

3.4 You are responsible for protecting Your hardware, software, data and other material from Viruses and other internet security risks when using the Services.

4. Our Intellectual Property Rights and Licence

4.1 In consideration of the Customer paying the Subscription Fee in accordance with the Contract and subject to You complying with these Terms of Use, We grant You a limited, non-exclusive, revocable, worldwide, non-transferable licence to use the Services, for the period of the Subscription and any subsequent renewals, solely for the Customer’s internal business operations.

4.2 Subject to the licence granted to Us under sub-Clause 5.3, the Customer retains the ownership of copyright and other Intellectual Property Rights in the Customer Content (subject to any third party rights in that Customer Content and the terms of any licence under which You use such Customer Content).

4.3 All Content and the copyright and other Intellectual Property Rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content is protected by applicable United Kingdom and international intellectual property laws and treaties.

4.4 You shall not

4.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms of Use:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Our Platform in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Our Platform; or

4.4.2 access all or any part of the Services in order to build a product or service which competes with the Services; or

4.4.3 use the Services to provide services to third parties; or

4.4.4 subject to clause 12.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the End Users, or

4.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 4.

4.5 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Us.

5. Customer Content

5.1 You agree that You will be solely responsible for any and all Customer Content that You upload to Our Platform or otherwise provide via our Services. Specifically, You agree, represent and warrant that You have the right to upload, provide and/or otherwise use the Customer Content.

5.2 You agree that You will be liable to Us and will, to the fullest extent permissible by law, indemnify Us for any breach of the warranties given by You under sub-Clause 5.1. You will be responsible for any loss or damage suffered by Us as a result of such breach.

5.3 The Customer retains ownership of the Customer Content and all Intellectual Property Rights subsisting therein. By creating or uploading Customer Content, You grant Us an unconditional, non-exclusive, fully transferable, royalty-free, perpetual, worldwide licence to store, archive, transmit, display the same for the purposes of operating Our Site and Platform and providing the Services.

5.4 If You wish to remove Customer Content, You may do so via the Platform. Removing Customer Content also revokes the licence granted to Us to use the same under sub-Clause 5.3.

6. Acceptable Usage Policy

6.1 You may only use the Services in a manner that is lawful and that complies with the provisions of this Clause 6. Specifically:

6.1.1 You must ensure that You comply fully with any and all applicable local, national and international laws and/or regulations;

6.1.2 You must not use the Services in any way, or for any purpose, that is unlawful or fraudulent;

6.1.3 You must not use Our Platform for unauthorised mass-communications, commonly referred to as "spam" or "junk mail";

6.1.4 You must not use Our Platform to knowingly send, upload, or in any other way transmit data that contains any form of Virus;

6.1.5 You must not attempt to gain unauthorised access to any part of Our Platform, the server on which Our Platform is stored, or any other server, computer, or database connected to Our Platform, and You must not attack Our Platform by means of a denial of service attack, a distributed denial of service attack, or by any other means; and

6.1.6 You must not use the Services in any way, or for any purpose, that is intended to harm any person or persons in any way.

6.2 The following types of Customer Content are not permitted on Our Platform and You must not, using the Services, create, submit, communicate, link to, or otherwise do anything that:

6.2.1 is obscene, deliberately offensive, hateful, or otherwise inflammatory;

6.2.2 promotes violence;

6.2.3 promotes or assists in any form of unlawful activity;

6.2.4 discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;

6.2.5 is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

6.2.6 usis calculated or otherwise likely to deceive;

6.2.7 is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;

6.2.8 misleadingly impersonates any person or otherwise misrepresents Your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 6.2);

6.2.9 implies any form of affiliation with Us where none exists;

6.2.10 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trademarks and database rights) of any other party; or

6.2.11 is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

6.3 If You materially breach the provisions of this Clause 6 or any of the other provisions of these Terms of Use, We reserve the right, without liability, to take any one or more of the following actions:.

6.3.1 Suspend, whether temporarily or permanently, Your Account and/or Your right to access Our Platform and/or the Services (for more details regarding such cancellation, please see the Contract);

6.3.2 Remove Your Customer Content (or any part thereof) which violates this Acceptable Usage Policy;

6.3.3 Issue You with a written warning;

6.3.4 Take legal proceedings against You for reimbursement of any and all relevant costs on an indemnity basis resulting from Your breach of these Terms of Use;

6.3.5 Take further legal action against You as appropriate;

6.3.6 Disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or

6.3.7 Any other actions which We deem reasonably appropriate (and lawful).

6.4 We hereby exclude any and all liability arising out of any actions (including, but not limited to, those set out above) that We may take in response to breaches of these Terms of Use.

6.5 You shall defend, indemnify and hold harmless Us against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Your use of the Services and/or the Platform, provided that:

6.5.1 You are given prompt notice of any such claim; and

6.5.2 We provide reasonable co-operation to You in the defence and settlement of such claim, at Your expense.

7. Disclaimers

7.1 No part of the Services, the Platform or any accompanying documentation (whether provided in electronic form or otherwise) constitutes advice on which You should rely and is provided for general information purposes only. Professional or specialist advice should always be sought before taking any action relating to any aspect of the Services.

7.2 Insofar as is permitted by law, We make no representation, warranty, or guarantee that the Services or the Platform will meet Your requirements, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.

7.3 We make reasonable efforts to ensure that the content contained within Our Site and the Platform is complete, accurate and up-to-date. We do not, however, make representations, warranties or guarantees (whether express or implied) that Our Site or the Platform (and the content therein) is complete, accurate or up-to-date

7.4 We are not responsible for the content or accuracy, or for any opinions, views, or values expressed in any Customer Content, Customer Sites or Third Party Sites. Any such opinions, views, or values are those of the relevant user, and do not reflect Our opinions, views, or values in any way.

7.5 The following services on Our Platform are provided by Third Party Service Providers:

7.5.1 Phone calls;

7.5.2 SMS;

7.5.3 Email;

7.5.4 Cloud Platform Services;

7.5.5 Post Code Lookups;

7.5.6 Data Validation Services; and

7.5.7 Credit Bureau Services.

7.6 We are not responsible for any aspect of any services provided by Third Party Service Providers, nor do we endorse those services in any way.

7.7 Your use of services provided by Third Party Service Providers shall be subject to the terms and conditions specific to those services. We will not be party to any contracts or agreements between You and Third Party Service Providers, nor will we be responsible for such transactions in any way.

8. Our Liability

8.1 Except as expressly and specifically provided in these Terms of Use

8.1.1 You assume sole responsibility for results obtained from Your use of the Services and the Platform, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Us by You in connection with the Services, or any actions taken by Us at Your direction;

8.1.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, are excluded to the fullest extent permitted by applicable law; and

8.1.3 the Services are provided to You on an "as is" basis.

8.2 Nothing in these Terms of Use excludes Our liability for:

8.2.1 for death or personal injury caused by Our negligence; or

8.2.2 for fraud or fraudulent misrepresentation; and

8.3 Subject to Clause 8.2:

8.3.1 We shall not in any circumstances whatever be liable to You whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under or in connection with these Terms of Use; and

8.3.2 Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with these Terms of Use shall be limited to the total Subscription Fees paid by the Customer during the 12 months immediately preceding the date on which the claim arose.

8.4 We exercise all reasonable skill and care to ensure that the Platform is free from Viruses. We do not, however, guarantee that Our Platform or any Customer Content are secure or free from Viruses and, subject to sub-Clause 8.2, We accept no liability for any loss or damage resulting from a Virus that may adversely affect Your hardware, software, data or other material that occurs as a result of Your use of the Services and/or the Platform (including the downloading of any Content from it) or any other website or service that We may provide a link to.

8.5 Subject to sub-Clause 8.2, we neither assume nor accept responsibility or liability arising out of any disruption or non-availability of the Services, the Platform or any Customer Content resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.

9. Suspension and Termination

9.1 We have the right to suspend or terminate Your Licence to use the Services, as set out in these Terms of Use and/or the terms of the Contract.

9.2 We may terminate your Licence immediately, by giving written notice to You, if You commit a material or persistent breach of these Terms of Use which You fail to remedy (if remediable) within 14 days after the service of written notice requiring You to do so.

9.3 Your Licence shall automatically terminate, without notice, on the termination or expiry of the Customer’s Subscription under the terms of the Contract.

9.4 On termination of Your Licence for any reason:

(a) all rights granted to You under these Terms of Use shall cease; and

(b) You must immediately cease all activities authorised by these Terms of Use.

10. Contacting Us

10.1 If You wish to contact Us with general questions, You may contact Us by email at [email protected] or by contacting the Customer’s account manager.

10.2 For matters relating the Services, please contact Us by email at [email protected].

10.3 All complaints are handled in accordance with Our complaints handling policy and procedure, available upon request.

10.4 If You wish to complain about any aspect of Your dealings with Us, please contact Us by email addressed to Management at [email protected]

11. Privacy and Cookies

Please see our Privacy policy and Cookies policy for further information about how we collect and process your personal data.

12. Other Important Terms

12.1 We may transfer (assign) Our obligations and rights under these Terms of Use to a third party (this may happen, for example, if We sell Our business). If this occurs, You will be informed by Us in writing. Your rights under these Terms of Use will not be affected and Our obligations under these Terms of Use will be transferred to the third party who will remain bound by them. You shall not, without Our prior written consent, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under these Terms of Use.

12.2 If any of the provisions of these Terms of Use are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) shall be deemed severed from the remainder of these Terms of Use. The remainder of these Terms of Use shall be valid and enforceable.

12.3 No failure or delay by Us in exercising any of Our rights under these Terms of Use means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Use means that We will waive any subsequent breach of the same or any other provision.

12.4 Nothing in these Terms of Use are intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

12.5 We shall not be in breach of these Terms of Use nor liable for delay in performing, or failure to perform, any of Our obligations under these Terms of Use if such delay or failure result from events, circumstances or causes beyond Our reasonable control.

12.6 Any notice given to a party under or in connection with these Terms of Use shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the email address notified by the other party for this purpose.

Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(a) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(a) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.

12.7 Clause 12.6 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13. Law and Jurisdiction

13.1 These Terms of Use, and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, with the law of England and Wales.

13.2 Any disputes concerning these Terms of Use, the relationship between You and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.