PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY

USER SUBSCRIPTION LICENCE

Autodata Limited is a limited company registered in England and Wales under company number 01062727 with its registered office at Priors Way, Maidenhead, Berkshire, SL6 2HP (‘Autodata’).

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

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

1. Definitions

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

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

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

"Intellectual Property Rights" mean any patents, copyright, designs, utility models, trade marks, 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 Autodata Website which is only accessible by entering a valid username and password and which contains the Autodata Information;

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

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

"You" means the organisation paying to have access to the Autodata 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 Autodata, Autodata grants You online-only access to the Subscription Area and grants You a non-exclusive non-transferable limited Licence to view the Autodata 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 physical site or address stated on the Registration Form and covers the viewing of Autodata 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 Autodata from and against any loss, liability, damages or costs to Autodata or third parties from Your failure to comply with this obligation. You shall notify Autodata in writing immediately if the security of a password has been compromised.

2.3. Viewing of the Autodata Information by additional internet-connected devices at the location applicable in paragraph 2.2, will be granted at Autodata’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 Autodata 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 Autodata 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 Autodata Information or any copy, modification, translation or adaptation of any Autodata Information except as permitted by law or expressly set out in this Licence. You may not “crawl” or otherwise access the Autodata Information, whether manually or by automated means, to reproduce any part of the Autodata Information in any form. You may not reverse compile, disassemble, reverse engineer or create derivative works based on all or any portion of the Autodata Information.

2.7. During the Subscription Period and for a period of 12 months following its termination (for whatsoever reason), You must permit Autodata 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 Autodata 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 Autodata 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 Autodata Website. If Autodata reasonably establishes that you are accessing or otherwise using the Subscription Area other than in accordance with this Licence, Autodata 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 Autodata storing a copy of that information. Autodata 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 Autodata 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 Autodata in writing if you become aware of or suspect that the Autodata 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 Autodata Information and the Subscription Area, and must not use (or permit to be used) the Autodata Information in connection with any illegal activities.

3. Duration

3.1. Unless Autodata terminates it in accordance with clauses 2.8 above or 6.2 below, this Licence Agreement will begin on the date on which Autodata 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, Autodata may suspend or terminate your access to the Subscription Area.

4. Warranties and Indemnities

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

4.2. The Autodata 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 Autodata Information.

4.3. The Autodata 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. Autodata makes all reasonable efforts to ensure the Autodata 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. Autodata will accept no liability arising from any infection by computer viruses or other malicious code.

4.5. Autodata makes all reasonable efforts to ensure that the Autodata 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 Autodata will endeavour to warn users of scheduled service interruptions, Autodata does not warrant that the site will be accessible at all times. To the maximum extent permitted by law, Autodata will accept no liability arising from the inability of users to access the Autodata Information or any slow running of the Autodata website.

4.6. Your sole remedy and the entire liability of Autodata are as set out in this Licence Agreement and in no event shall Autodata 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 Autodata Website.

4.7. You hereby indemnify and hold harmless Autodata 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 Autodata Information) of the Autodata Information or of the Autodata Website, whether in compliance with the terms of this Licence Agreement or otherwise. You will provide Autodata with any evidence or information in your possession or control reasonably requested by Autodata in relation to your use of the Autodata Information in the event that Autodata is subjected to any challenge, claim, or complaint relating to your use of the Autodata 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 Autodata Information or the Autodata 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 Autodata Information

5.1. All Intellectual Property Rights in the Autodata Information are owned by Autodata Limited and/or its licensors. You shall not have any rights in or to the Autodata 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 Autodata.

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

5.3. AUTODATA and the Autodata logo are registered trade marks of Autodata Limited.

5.4. You hereby assign (and shall procure the assignment from any of Your employees) at no cost to Autodata 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 Autodata’s user forums or such similar other public facilities owned or operated by Autodata) to Autodata which supplements the Autodata 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 Autodata.

6.2. In the event that You fail to comply with the terms and conditions of this Licence Agreement, Autodata 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 Autodata storing Your payment information to facilitate payment of future subscription fees. Autodata shall comply with all data protection legislation in the storing and processing of any personal data.

6.4. Autodata may update the terms of this Licence Agreement from time to time by written notice to You.

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 Autodata and supersedes any previous arrangement, understanding or agreement between You and Autodata relating to the Autodata 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. Autodata 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 Autodata 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 Autodata. https://www.autodata-group.com/global/contact-us/ or see our cookies policy at https://www.autodata-group.com/corporate/privacy-policy/.

8. Data Protection

8.1. Autodata 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.

“Autodata Data Retention Policy” means the personal data retention policy set out by Autodata and as updated by Autodata 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 Autodata whether by You or otherwise in connection with this Licence Agreement, or (ii) produced or generated by or on behalf of Autodata 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 Autodata 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 fulfillment of contractual obligations under this Licence Agreement.

Duration of processing - For the length of the Licence Agreement until terminated or once processing by Autodata 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 Autodata 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 Autodata’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 Autodata hereby agree that for the purposes of this Licence Agreement, Autodata (and each permitted subcontractor) shall be a data processor.

1.3. Autodata, 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 Autodata Data Retention Policy and/or as required by laws applicable to it (provided that Autodata 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 Autodata'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 Autodata Data Retention Policy, under both of which Autodata 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, Autodata 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 Autodata'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 Autodata’s documents and records only and does not apply to Autodata’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. Autodata 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 Autodata 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, Autodata’s aggregate liability to You under this Clause 1.3 and in relation to all of Autodata’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 Autodata in accordance with this Licence Agreement will not breach Data Protection Law;

1.4.2. that Your Personal Data provided to Autodata 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 Autodata with any other personal data without first notifying Autodata and signing with Autodata 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 Autodata with nor request Autodata 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 Autodata with nor pass to Autodata personal data for which Autodata 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 Autodata products and/or Services and will not incorporate any personal data into any attachments and/or images that are to be uploaded into Autodata’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 Autodata 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 Autodata (“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 Autodata within 10 days of Autodata’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 Autodata release or versions of the relevant Autodata software or systems.

1.5. You acknowledge that Autodata is reliant on You for instructions as to the extent to which Autodata is entitled to use and process Your Personal Data. Consequently, Autodata will not be liable for and You shall, immediately on demand, fully indemnify Autodata and keep Autodata 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 Autodata or for which Autodata may become liable due to any claim brought by a data subject or Supervisory Authority arising from any action or omission by Autodata, to the extent that such action or omission resulted from Your instructions.

1.6. You shall, immediately on demand, fully indemnify Autodata and keep Autodata 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 Autodata 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.

T&C_O/V6