CARCLOUD – END USER LICENCE AGREEMENT

This end user licence agreement is a legal agreement between you (Licensee, you, your) and CarCloud Solutions Limited incorporated and registered in England and Wales with company number 16029395 whose registered office is at Grosvenor House, 11 St. Pauls Square, Birmingham, England, B3 1RB (CarCloud, us, or we) for:

• The use of CarCloud’s vehicle and driver management platform, and any data supplied with the same (Services).
• Any online software applications provided as part of the Services (Software).
• Any online documents provided as part of the Services (Documentation).

The Services, Software and Documentation together being the CarCloud Platform.

PLEASE READ THESE TERMS CAREFULLY

BY USING THE CARCLOUD PLATFORM YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS DO NOT USE THE CARCLOUD PLATFORM.

Right to use

CarCloud permits you to use the CarCloud Platform solely for the business purposes of the organisation that you work for and that has provided you with access to the CarCloud Platform (the End Customer), in accordance with these terms.

Your privacy

Under data protection legislation, we are required to provide you with certain information including who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in https://carcloudsolutions.com/privacy-policy/ and it is important that you read that information. 

Age Requirements

You must be 18 or over to accept these terms and use the CarCloud Platform.  

You may not transfer your right to use the CarCloud Platform

We are giving you personally the right to use the CarCloud Platform as set out in these terms. You may not transfer the CarCloud Platform to someone else, whether for money, for anything else or for free. If you sell any device on which the CarCloud Platform is installed, you must first remove the CarCloud Platform from it.

Changes to these terms

We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce. 

We will give you at least 7 days’ notice of any material change by sending you an email with details of the change or notifying you of a change when you next use the CarCloud Platform. 

If you do not accept the notified changes, you will not be permitted to continue to use the CarCloud Platform. 

Update to the Software and changes to the Services

From time to time we may automatically update the Software and change the Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. 

We are not responsible for other websites you link to

The CarCloud Platform may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). 

You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them. 

Licence restrictions

You agree that you will:

• not rent, lease, sub-license, loan, provide, or otherwise make available, the CarCloud Platform in any form, in whole or in part to any person without prior written consent from us;
• not copy the CarCloud Platform, except as part of the normal use of the CarCloud Platform or where it is necessary for the purpose of back-up or operational security;
• not translate, merge, adapt, vary, alter or modify, the whole or any part of the CarCloud Platform nor permit the CarCloud Platform or any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the CarCloud Platform on devices as permitted in these terms;
• not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Software to obtain the information necessary to create an independent program that can be operated with the Software or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
  • is not disclosed or communicated without CarCloud’s prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; 
  • is not used to create any software that is substantially similar in its expression to the Software;
  • is kept secure; and
  • is used only for the Permitted Objective;
• safeguard the CarCloud Platform and any part thereof from unauthorised copying, access or use by any unauthorised person; and
• comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Software or any Services.

Acceptable use restrictions

You must not: 

• use the CarCloud Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the CarCloud Platform or any operating system;
• infringe our intellectual property rights or those of any third party in relation to your use of the CarCloud Platform, including by the submission of any material (to the extent that such use is not licensed by these terms);
• transmit any material that is defamatory, offensive, or otherwise objectionable in relation to your use of the CarCloud Platform;
• use the CarCloud Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; 
• collect or harvest any information or data from the CarCloud Platform or our systems or attempt to decipher any transmissions to or from the servers running the CarCloud Platform; and/or
• remove, alter or destroy any proprietary, trade mark or copyright notices placed upon or contained within the CarCloud Platform. You acquire no rights of any kind to any trade mark, trade name, logo or product designation under which the CarCloud Platform was or is marketed and may not make use of the same for any reason.

Intellectual property rights

All intellectual property rights in the CarCloud Platform throughout the world belong to us (or our licensors) and the rights to use the CarCloud Platform are licensed (not sold) to you. You have no intellectual property rights in, or to, the CarCloud Platform other than the right to use it in accordance with these terms.

Limitation of Liability

We shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss or damage you suffer resulting from your failure to comply with: (i) your obligations under these terms; (ii) any authorised operating instructions and/or conditions notified to you by CarCloud; and/or (iii) the Documentation.

We shall not in any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these terms for:

1. loss of profits, sales, business, or revenue;
2. business interruption;
3. loss of anticipated savings;
4. wasted expenditure;
5. loss or corruption of data or information;
6. loss of business opportunity, goodwill or reputation,

where any of the losses set out in 1-6 above are direct or indirect; or

7. any special, indirect or consequential loss, damage, charges or expenses.

Other than the losses set out above in this section (for which we are not liable), our maximum aggregate liability under or in connection with these terms whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £1,000. 

Nothing in these terms (including the maximum cap outlined above) shall limit or exclude our liability for:

1. death or personal injury resulting from our negligence;
2. fraud or fraudulent misrepresentation; or
3. any other liability that cannot be excluded or limited by English law.

We only supply the CarCloud Platform for internal use by your business, and you agree not to use the CarCloud Platform for any external business purpose including for resale or other commercial purposes or to provide outsourcing services for any other services or products to any third party.

These terms set out the full extent of our obligations and liabilities in respect of the supply of the CarCloud Platform. Except as expressly stated in these terms, there are no conditions, warranties, representations, or other terms, express or implied, that are binding on us. Any condition, warranty, representation, or other term concerning the supply of the CarCloud Platform which might otherwise be implied into, or incorporated in, these terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

We do not give any warranty that the CarCloud Platform is error free or that your use of the CarCloud Platform will be uninterrupted, and you acknowledge and agree that existence of such errors and occurrence of such interruptions shall not constitute a breach of these terms or give rise to any liability.

The CarCloud Platform has not been developed by CarCloud to meet your individual requirements. Please check that the facilities and functions of the CarCloud Platform (as described on CarCloud’s website and in the Documentation) meet your requirements.

CarCloud shall in no circumstances be responsible or accept any liability for any act or omission of any third-party, including the End Customer.

Termination

We may terminate your right to use the CarCloud Platform at any time by contacting you if you have broken these terms in a serious way. If what you have done can be put right, we will give you a reasonable opportunity to do so.

If we end your rights to use the CarCloud Platform:

• You must stop all activities authorised by these terms, including your use of the CarCloud Platform.
• You must delete or remove the Software from all devices in your possession and immediately destroy all copies of the Software which you have and confirm to us that you have done this.
• We may remotely access your devices and remove the Software from them and cease providing you with access to the Services.
• Any provision of these terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this contract shall remain in full force and effect.
• Termination or expiry of this contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these terms which existed at or before the date of termination or expiry.

You acknowledge and agree that we shall be entitled to suspend and/or terminate your access to the Services and CarCloud Platform if our agreement with the End Customer expires or terminates, or otherwise if the End Customer is in breach of our agreement with it.

General

We are not responsible for events outside our control. If our provision of the Services or support for the CarCloud Platform is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. 

We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these terms. 

You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms (including your right to access the CarCloud Platform) to another person if we agree in writing.

No rights for third parties. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

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

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

Which laws apply to this contract and where you may bring legal proceedings. These terms, their subject matter and formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.