legal

Terms and Conditions

Published: 4 Mar 2025

CitNOW Group - Standard (EU - June 2025 Edition)

Between Parties:
This Agreement is made between:

The entity identified as “Supplier” on the Order Form(s) (“Supplier”).
The entity identified as the “Customer” on the Order Form(s) (“Customer”).

Introduction

The Supplier is part of and operates within the CitNOW Group. CitNOW Group is a group of companies which offers various Products and Services to the automotive industry. Where the Customer purchases multiple Products and Services from the Supplier, the Customer acknowledges that such Products and Services may be sold by the Supplier on a resale basis, and as such, other entities within the CitNOW Group may be responsible for delivery of Products and Services on behalf of the Supplier. Customer acknowledges that Products or Services may be supplied by more than one entity within the CitNOW Group. Consequently invoices for products and/or Services purchased by the Customer may be issued by any entity within the CitNOW Group which is ultimately responsible for supply of the relevant Product and/or Service.

When the Customer signs the Order Form(s), it will be bound by these Terms and Conditions and the Licencing Agreement applicable to the Products and Services they have purchased. The Customer shall procure that all Users of the Products comply with these Terms and Conditions and shall ensure Users are aware of their responsibilities under clause 6 (Data Protection) and clause 10 (Warranties).

As part of the supply of Products and Services, the Supplier will act as the Customer’s data processor. The terms of clauses 6 (Data Protection) and 7 (Consumer Data and Employee Data) apply in respect of the parties’ data protection obligations. These provisions are very important and require the Customer to put processes in place to ensure the requirements of these clauses are satisfied. Please read these provisions carefully. In particular the Customer must ensure, and procure that all Users ensure, prior to transferring any Consumer’s personal data to Supplier through the Products that either:

consent is obtained from all Consumers for their Consumer Data to be uploaded into the Product(s) or otherwise transferred to Supplier; or
that the Customer has clearly identified one or more other lawful basis (as set out in the Data Protection Legislation) which allow for the Consumer Data to be uploaded into the Product(s) or otherwise transferred to Supplier.

Definitions

Terms defined in the Licensing Agreement and/or the Order Form(s) shall, unless otherwise defined herein, have the same meaning in these Terms and Conditions.

Additional Features: additional features and/or services which the Customer can request and which Supplier may supply in connection with a Product, from time to time, following agreement between the parties in writing, subject to the terms of this Agreement including, but not limited to, on-site training days, data imports, exports or cleanses, bespoke development, chargeable features and webinars.
Agreement: the contract made between Supplier and the Customer comprising the Order Form(s), the Terms and Conditions and the Licensing Agreement(s).
CitNOW Group: the members of the CitNOW Group of companies, being any entity controlling, controlled by or under common control of Supplier and “control” shall have the meaning given to it in section 1124 of the Corporation Tax Act 2010. All entities shall be listed on the CitNOW Group website at all times.
Consumer: any consumer who is a customer of the Customer in respect of whom personal data is uploaded by a User into the Products.
Consumer Data: means all information, including personal data, relating to a Consumer that is uploaded to the Products or transferred to Supplier by the Customer, including by any User.
Content: the video, still images, audio, graphics, text, messages and other information created by You and uploaded via the Product;
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures; as defined in the Data Protection Legislation.
Customer: the customer named as such in the Order Form(s) which may be an OEM, a National Sales Company, a Dealer Group or a Retailer.
Data: any data, including personal data, which is uploaded to the Products or transferred to Supplier by the Customer, including any Consumer Data and/or Employee Data.
Data Protection Legislation: means: (a) to the extent that the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; or (b) to the extent that the EU GDPR applies, the law of the European Union or any member state of the European Union to which Supplier or the Customer are subject which relates to the protection of personal data.
Dealer Group: a company operating multiple Retailers.
Employee Data: any data, including personal data, which is uploaded to the Products or transferred to Supplier by the Customer, including by any User.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
Fees: all Fees payable by the Customer to Supplier, as detailed in the Order Form(s) including without limitation the Recurring Fee, the Set-Up Fee, and the Services Fees, together (where applicable) with any fees payable for Additional Features as agreed in writing from time to time by the parties.
Initial Minimum Term means the initial term of Product subscription(s) first purchased by the Customer from the Supplier which shall be reflected as the time period between Subscription Start date and Renewal Date, as detailed in the Order Form(s).
OEM: an original equipment manufacturer.
Order Form(s): the Order Form(s) as created by the Supplier and signed by the Customer incorporating these Terms and Conditions and the Licensing Agreement(s) by reference.
Products: The products described within the Order Form(s), which are supplied to the Customer by the Supplier (either directly or as an authorised reseller) on a subscription basis, and which may be available in tiers (where applicable). The Product(s) purchased by the Customer, including the product tier, shall be as detailed in the Order Form(s) of the subscription, the supply of the Product(s) includes provision of Technical Support;
Program Documentation: any documentation made available by Supplier to the Customer in connection with the Product purchased by the Customer;
Recurring Fee: the recurring fee payable by the Customer for its Product subscription(s) on a payment frequency as detailed within the Order Form(s), and the Recurring Fee shall cover supply of the Product(s) and the provision of Technical Support for such Product(s) for the duration of the Customer’s subscription.
Renewal Date: the specific date as reflected in the Order Form, which corresponds to the end of the Initial Minimum Term. This date, and any subsequent anniversary thereof, marks the commencement of the Renewal Term for the Product(s).
Renewal Term: shall mean the term for which the Product and Services automatically renew from the Renewal Date, as more fully described in clause 5.2;
Retailer: the franchised dealer(s) identified on the Order Form(s).
Services: The services supplied to the Customer by Supplier (either directly or as an authorised reseller), as more fully detailed in the Order Form(s), which may include training, data import, data export, data cleansing, bespoke development and/or webinars, but excluding the Set-Up Service;
Services Fees: the fee payable for the Services, as detailed in the Order Form(s) or as otherwise agreed in writing from time to time.
Set-Up Service: where applicable, the initial setting up and installing of the Product, as specified in the Order Form(s);
Set-Up Fee: the fee payable for the Set-Up Service;
Signature Date: has the meaning given to it in clause 1.1;
Subscription Start Date: the date the Customer’s Product subscription(s) shall commence, as specified in the first Order Form entered into between the Customer and the Supplier. In the event that the Order Form is silent on the Subscription Start Date, the Subscription Start Date shall be deemed to be the date on which the Customer receives their first invoice for the initial Product subscription;
Technical Support: means the provision of technical support services in respect of the Product, subject always to the Customer paying the Recurring Fee;
Third Party Software; any third-party software applications or services which Supplier supply or make available to the Customer as part of the Products (including any Additional Features) and/or Services (including any Set-Up Services), subject always to the Customer agreeing to be bound by any terms applicable to such third-party software;
Users: employees of the Customer at the Customer sites (including Head Office employees, where applicable) detailed on the Order Form(s) who are permitted to use the Products;
UK GDPR: has the meaning given to it in Section 3(1) (as supplemented by Section 205(4)) of the Data Protection Act 2018.

Contract Formation
1. Binding Agreement. Supplier shall provide the Order Form(s) to the Customer. Upon signature by the Customer of the first Order Form (the “Signature Date”), a legally binding agreement shall come into effect between the parties, pursuant to this Agreement and the Customer shall become bound to purchase and the Supplier shall become bound to supply the Products and/or Services which are the subject of the first Order Form. If there is any conflict between the Order Form, these Terms and Conditions and the Licensing Agreement(s), the following order of priority shall apply: (1) the Order Form; (2) the Terms and Conditions; and (3) the Licensing Agreement(s). No variation of the Terms and Conditions is permitted unless agreed in writing by Supplier. In the event that more than one Licensing Agreement is applicable to the Customer’s Product, they can carry the same priority together.
2. Contracting Parties. The Agreement is entered into between the Customer and Supplier. If the Customer is a Dealer Group or OEM, and it is purchasing the Products for use by Retailers in its group, the Retailers use of the Products shall be permitted subject always to such Retailers complying with the terms of this Agreement. Where the Customer is a Dealer Group or OEM, the Customer shall (1) ensure that all Retailers agree to the terms of the Agreement including ensuring any Users who are employed by a Retailer agree to and are bound by the Terms; (2) take steps to ensure the Retailers comply with the terms of the Agreement and (3) be responsible for all actions of the Retailers. If the Customer is a Dealer Group or OEM purchasing the Products for use by its Retailers, the license granted in clause 2.5 shall be extended to such Retailers. The Retailers shall be permitted to use the Products for as long as the Agreement is in effect, and such Retailers access to the Products shall cease upon termination of the Agreement or upon initiation of any other clause in the Agreement which permits suspension of access to the Products.
3. Additional Products and/or Services. The Customer may, from time to time, purchase further Product subscriptions and/or Services from the Supplier. At such time, the parties shall agree in writing, in an Order Form, the details of the additional Product(s) and/or Service(s) to be supplied. Following signature of such Order Form the Customer shall become bound to purchase, and the Supplier shall become bound to supply, all Products and/or Services detailed in the Order Form subject to the terms of the Agreement.
4. Additional Features. The Customer may order Additional Features during the term of the Agreement by notifying the Supplier in writing (email will be accepted). Supplier will confirm to the Customer if it is able to supply the Additional Features together with the associated Fees payable.
5. Product Tiers. Some Products have different tiers for the Products. The Recurring Fee will reflect the tier of the Product to which the Customer subscribes (where applicable). If the Customer requests further features for the Product, including integrations, this may result in the Customer taking a different tier of the Product. Supplier shall notify the Customer if this occurs together with the amount of the adjusted Recurring Fee, which shall be due for payment in line with the billing frequency stated in the Order Form following the change, pursuant to Clause 4.4 (Adjustment of Fees)
6. Entire Agreement. These Terms and Conditions, together with the applicable Licensing Agreement(s) and Order Form(s) constitute the entire agreement between the Parties. The Agreement supersedes all other prior agreements and understandings, both written and oral, between the Parties in relation to the Products and Services supplied (including, where applicable, the Set-up Service and/or the Additional Features).
Supplier Obligations
1. In consideration of the Customer paying the Fees, Supplier shall provide (as applicable) the Set-Up Services, the Services and/or the Products (including any Additional Features) to the Customer subject to the terms of the Agreement.
2. The Products and/or Services, (including where applicable, the Set-Up Services and Additional Features) shall be supplied in a professional and diligent manner, using reasonable skill and care, in accordance with good industry practice.
3. The Supplier shall use reasonable endeavours to meet any timings shown in the Order Form for delivery of the Products and/or Services (including the Subscription Start Date, Set-Up Services, where applicable). but do not guarantee any timings.
4. Supplier reserves the right to alter the scope of the Products if this is necessary to comply with any applicable law or regulatory requirement.
5. Subject always to the Customer paying the Recurring Fees, Supplier hereby grants to the Customer a non-exclusive, limited, revocable license to use the Product(s) for the duration of the relevant Product subscription, subject to the Customer’s compliance with the terms of the Agreement, including the licence conditions specified in clause 10.3 below for the Customer’s internal business operations.
6. Subject to payment of the Set-Up Fees, Supplier shall provide the Set-Up Services in respect of the Products. The Set-Up Services shall be supplied at a date and time mutually agreed by the parties.
7. Subject to payment of the Services Fees, Supplier shall provide the Services in respect of the Products. The Services shall be supplied at a date and time mutually agreed by the parties. For some Products, supply may be pursuant to the terms of a Project Plan (as referenced in the relevant Licensing Agreements).
Customer Obligations
1. The Customer shall:
  1. co-operate with Supplier and provide Supplier with such information as it reasonably requires in order to deliver the Products, Services and (where applicable) the Set-Up Services and Additional Features; and
  2. comply with all applicable laws (including but not limited to the Data Protection Legislation);
  3. pay all applicable Fees in accordance with clause 4;
  4. To the extent that any Third Party Software is provided to the Customer by Supplier as part of the Products and/or the Services, Customer shall comply with any licence terms applicable to such Third Party Software, including optional API’s (as further explained in clause 3.4); and
  5. ensure that any log on information provided to the Customer and its Users in order to access the Products and/or Services is not shared with any third party user who is not authorised to use the Products / Services as part of the Customer’s subscription and promptly notify the Supplier if it believes such log in details have been compromised or shared in breach of this clause.
2. If the Customer requires Supplier to connect to or interact with software provided by a third party (excluding Third Party Software), to avoid any doubt, the Customer is entirely responsible for ensuring Supplier is permitted to connect to or interact with such software, and Supplier accepts no liability or responsibility for any issues, failures or interruptions caused by or arising from the use of, connection to or interaction with such software.
3. If the Customer does not carry out any of its contractual obligations as and when required, and as a result Supplier is unable to perform its contractual duties (Customer Default) then Supplier may (without limiting any other right or remedy available to it) suspend supply of the Product(s), Services, (including, where applicable any Additional Features and/or Set Up Services) until the Customer Default is resolved. In this situation, Supplier shall not be liable to the Customer for any losses or costs the Customer incurs because Supplier is unable to perform its contractual duties, or for any suspension of supply. Further, if as a direct result of the Customer Default, Supplier incurs additional or unexpected costs or losses, Supplier reserves the right to charge the Customer for those costs and/or losses, subject to Supplier providing appropriate documentary evidence of the same.
4. Optional API Use. If the Customer elects to use an optional application program interface (“API”) provided by a third party through a Product, the Customer acknowledges and agrees that it will be required to comply with any terms and conditions applicable to the use of such optional API, as issued by the relevant third-party provider. The Supplier shall not be liable for any issues, failures, or interruptions arising from the use of such optional API, including but not limited to any additional costs, data breaches, or service disruptions caused by or relating to use of the optional API. For clarification: The Supplier is not part of the contractual relationship between the Customer and the third-party provider.
Payment of Fees
1. Payment Terms. Fees, together with any applicable taxes, shall be paid in accordance with the payment terms detailed in the Order Form(s).
2. Invoicing. The first invoice will be in line with the payment terms within the Order Form and shall include Fee’s which are payable at the beginning of the Initial Minimum Term. Where the Customer purchases additional Products and/or Services from the Supplier, Supplier may raise a new Order Form to encompass all Products and/or Services subscribed to by the Customer. The Renewal Date on new Order Form may cover a shorter initial term for such additional Product to allow for all Products, including new Products, to co-terminate. Invoices throughout the Initial Minimum Term and Renewal Term shall follow the payment frequency as described in the Order Form.
3. Failure to make Payment. The Supplier may suspend Customer access to the Products and/or Services without notice if Fees are not paid on the due date for payment. The Supplier can terminate the contract for good cause if the Customer has not paid the due remuneration despite having been granted a reasonable extension or, in the case of recurring payments, if the Customer is in default of payment of the remuneration or a significant portion of the remuneration for two consecutive dates.
4. Adjustment of Fees. The fees payable by the Customer to the Supplier shall be specified in Section 4 of the Order Form and shall outline the fees applicable for each year of the Initial Minimum Term. The Supplier reserves the right to increase the fees, provided that it gives the Customer no less than ninety (90) days' written notice prior to the Renewal Date. Such fee increases shall not exceed seven percent (7%) of the current fees.
Term and Termination
1. Initial Minimum Term. Unless the Agreement is terminated pursuant to clauses 5.3, 5.4 or 5.5, the Agreement shall continue in full force and effect from the Signature Date until the Renewal Date and shall then continue for any subsequent Renewal Terms. All Product subscriptions shall be aligned, so that all the Product subscriptions renew on the same date (as described in clause 5.2).
2. Automatic Renewal. Unless the Agreement is terminated pursuant to clauses 5.3, 5.4 or 5.5, on the Renewal Date, all Product subscriptions purchased by the Customer shall automatically renew for a further term reflective of the Initial Minimum Term (“Renewal Term”).
3. Termination for Convenience. Customer may terminate any or all of its Product subscriptions before the end of the Initial Minimum Term or applicable Renewal Term by providing no less than ninety (90) days’ notice before expiry of the Initial Minimum Term or applicable Renewal Term. Such notice should be given in writing and sent to customer@citnowgroup.com.
4. Termination for Cause. Either party may terminate the Agreement immediately on notice in writing if the other Party:
  1. commits a material breach of the Agreement, and, if such breach is capable of remedy, fails to remedy it within thirty (30) days of being asked in writing to do so; or
  2. becomes insolvent, or bankrupt, or enters into any voluntary arrangement with its creditors, or ceases or threatens to cease to carry on its business.
5. Acquisitions and divestments. The Supplier recognises that acquisitions and/or divestments may occur from time to time within Dealer Groups or National Sales Companies. Customer shall, in the event of divestment, give the Supplier no less than ninety (90) days notice of the divestment in writing to customer@citnowgroup.com, and shall be liable for the remainder of the Fees of the Initial Minimum Term or any Renewal Term of affected site unless;
  1. Customer transfers Subscription to another site within their control; or
  2. Business acquiring site agrees to take over the subscription in question.
6. Dealer Group and OEM Subscriptions Term. If the Customer is a Dealer Group or OEM ordering subscriptions for the Products on behalf of the Retailers in its group, the Initial Minimum Term will apply to such Product subscriptions, with all subsequent subscriptions entered into by the Customer on behalf of the Retailers in its group beginning a new Initial Minimum Term for all Products within the Agreement between Supplier and Customer. For the avoidance of doubt, addition of a new Product to Customer subscription shall instate a new Initial Minimum Term, with all Products renewing or co-terminating on the same date.
7. Consequence of Termination. Upon termination of the Agreement:
  1. the Customer shall immediately cease all use of the Products, Program Documentation and/or Services (and procure that all Retailers (where applicable) and Users do the same);
  2. Supplier shall cease processing any personal data comprised in the Data.
8. Accrued Rights. Termination of the Agreement pursuant to this clause 5 shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party, or the continuance in force of any provision hereof which is expressly or by implication intended to continue in force on or after such termination.
9. Resumption. If the Customer requests resumption of its subscription to use the Product(s) within 60 days of the Agreement being terminated, the Supplier will be able to resume the Customer’s original subscription for the Product(s). If the Customer’s request is more than 60 days after cancellation or termination, Supplier shall treat this as a new request for a subscription to use the Products. Supplier will be unable to offer any data exports after the 60 day period.
10. Training Cancellation. As described within Definitions (“Additional Features”) Supplier shall make available, upon Customers request, on-site training days for the Product(s) and shall agree dates for such training with Customer. Supplier shall provide suitably skilled and trained staff to provide such training. Customer agrees and acknowledges that in the event of cancellation within 72 hours of the agreed training date(s), Customer shall still be charged and Fees for such training shall still be payable. Supplier reserves the right to reschedule Training date.
Data Protection
1. Supplier shall process Data on behalf of the Customer. The scope and duration, categories and purpose of the personal data processed by Supplier pursuant to this Agreement are set out in Annex A of the License Agreement(s).
2. The Customer shall own all right, title and interest in and to all of the Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Data. Supplier acknowledges and agrees that the Customer shall be the data controller of any personal data comprised in the Data. Where the Customer is an OEM or Dealer Group the parties agree that Data may be shared with Supplier either by the OEM or the Dealer Group, or by Retailers within the Customer’s group. Where this is the case, Supplier understands and acknowledges that the Retailer and an OEM / Dealer Group shall be joint data controllers of the personal data disclosed to Supplier, subject to the terms of a separate written agreement between the Retailer and the OEM/Dealer Group, as applicable.
3. The Customer’s instructions in relation to the processing of personal data comprised in the Data shall be as set out in Annex A of the License Agreements. The Customer shall be entitled, in writing or in a machine-readable format (in text form*), to update, modify, amend or replace such individual instructions by notifying Supplier’s designated contact for data protection matters. The Customer shall, without undue delay, confirm in writing or in text form any instruction issued orally.
4. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
5. Subject always to clause 6.7.2, personal data comprised in the Data may be transferred or stored outside the UK and EEA or the country where the Customer is located in order to provide the Products and/or Services (including, where applicable, any Additional Features) under the Agreement.
6. Without prejudice to the generality of clause 6.4, the Customer will ensure that it has all necessary appropriate lawful basis and notices in place to enable lawful transfer of the personal data to Supplier for the duration and purposes of the Agreement.
7. Without prejudice to the generality of clause 6.4, Supplier shall, in relation to any personal data processed by it when performing its obligations under the Agreement:
  1. Process that personal data only on the Customer’s documented written instructions unless Supplier is required by the laws of any member of the European Union and/or domestic UK Law to process such personal data (Applicable Laws). If Applicable Laws require Supplier to process such personal data, it shall tell the Customer before such processing unless those Applicable Laws prohibit it from doing so;
  2. Not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
    1. Supplier have provided appropriate safeguards in relation to the transfer;
    2. the data subject has enforceable rights and effective legal remedies;
    3. Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
    4. Supplier complies with the Customer’s reasonable advance instructions when processing the Customer’s personal data;
  3. Assist the Customer, at the Customer’s cost (the Supplier carries the costs if the Customer can prove that the request is a direct result of a malperformance of the Supplier), in responding to any request from a data subject to enable the Customer to comply with its Data Protection Legislation obligations with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  4. Promptly notify the Customer on becoming aware of a personal data breach affecting the Customer’s personal data;
  5. At the Customer’s written request and on termination of the Agreement, delete or return the Customer’s personal data in accordance with clause 6.11 unless required by Applicable Law to store the personal data; and
  6. Maintain records and information to demonstrate its compliance with this clause 6 and clause 7. Supplier shall permit the Customer, and its authorised representatives to audit and inspect its compliance with Data Protection Legislation provided in general such audit and/or inspection is carried out on reasonable notice at a mutually convenient time. Any information disclosed as part of the audit / inspection shall be treated as confidential information in accordance with clause 9. Audits and inspections shall not be carried out more than annually unless the Customer, acting reasonably, believes Supplier has breached the Data Protection Legislation; and
  7. Promptly tell the Customer if, in Supplier’s opinion, the Customer’s instructions infringe Data Protection Legislation. In such instances, Supplier shall be permitted to suspend performance on such instruction until the Customer confirmed or modifies such instruction so that it complies with Data Protection Legislation.
8. Each party shall ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage, having regard to the state of technological development and the cost of implementing any such measures.
9. The Customer consents to Supplier appointing subprocessors of personal data under the Agreement. A list of the subprocessors used by Supplier is available on each company website . Supplier confirms that it has (either directly or through a member of the CitNOW Group) a written agreement with subprocessors incorporating terms which are substantially similar to those set out in this clause 6. Supplier shall remain fully liable for all acts or omissions of any sub processor appointed by or on behalf of Supplier pursuant to this clause 6. Where Supplier uses any subprocessors which are based outside of the UK and EEA, in a territory where an adequacy decision is not in place, it shall comply with the requirements of clause 6.7.2 before any personal data is transferred to such subprocessor. A list of any subprocessors to which this clause applies is available on Suppliers Website at all times. Supplier may appoint new subprocessors from time to time, and the Customer is advised to regularly check the above link for a list of the current subprocessors used by Supplier.
10. Third Party Claim. The Customer shall indemnify and defend Supplier at its own expense against all costs, claims damages or expenses incurred by Supplier and/or other members of the CitNOW Group or for which Supplier and/or other members of the CitNOW Group may become liable due to any failure by the Customer, the Users, the Retailers (where applicable), and/or the Customer’s employees, subcontractors or agents failure to comply with its obligations under clauses 6 and/or 7, and/or the Data Protection Legislation, as applicable.
11. Retention upon Termination. Should this Agreement be terminated for any reason, Supplier will hold the Data for a period of 60 days (or such other period as may be specified in the applicable Licensing Agreement) after termination. Supplier holds the Data for this period for the following reasons:
  1. To allow the Customer to change its mind and resume its subscription for the Product with all details, preferences and configurations still in place, if applicable; and
  2. To allow the Customer to request an export of its Data.
12. Data Sharing Within CitNOW Group. The Customer acknowledges and agrees that Supplier may share Customer’s personal data with other entities within the CitNOW Group for the purposes of: (i) providing its Products and/or Services to the Customer; (ii) improving its Products and/or Services; and (iii) to facilitate the creation of new Products, features and/or Services. Supplier confirms that appropriate safeguards are in place between it and other members of the CitNOW Group to protect the security of such personal data, as required by Data Protection Legislation. These safeguards include data sharing agreements incorporating standard contractual clauses (where applicable) and/or ensuring that other legally compliant transfer mechanisms are in place when transferring personal data within CitNOW Group. Supplier shall remain responsible for the protection of personal data shared within the CitNOW Group and will ensure that such personal data is processed only as necessary for the aforementioned purposes.
Consumer Data and Employee Data
1. The parties acknowledge and agree that as Consumer Data is to be processed by Supplier on behalf of the Customer it is the Customer’s responsibility to identify and record the lawful basis for capturing and sharing the Consumer Data with Supplier. Supplier has no control of the data entered into the Product(s) by the Customers and its Users. Accordingly, the Customer shall ensure, and shall procure that all Users ensure that either:
  1. consent is obtained from all Consumers for their Consumer Data to be uploaded into the Product(s) or otherwise transferred to Supplier; or
  2. where consent is not obtained, that the Customer has clearly identified one or more other lawful basis (as set out in the Data Protection Legislation) which allow for the Consumer Data to be uploaded into the Product(s) or otherwise transferred to Supplier.
2. The Customer shall keep a written record of such lawful basis and provide evidence of such lawful basis for processing to Supplier on request.
3. It is the Customer’s responsibility, irrespective of whether the Customer is an OEM, a Dealer Group or a Retailer, to ensure compliance with clauses 7.1 and 7.2. Supplier accepts no responsibility or liability to the Customer and/or any Consumer for the Customer failing to obtain the necessary authority and permission to share Consumer Data with Supplier. Where a Dealer Group or an OEM have entered into this Agreement in order to purchase subscriptions to use the Products on behalf of its Retailers, it is the Dealer Group / OEM’s responsibility to procure each Retailer in its group has obtained the necessary authorisation and permission before any Consumer Data is uploaded to the Product or otherwise transferred to Supplier.
4. The Customer shall indemnify Supplier for any losses, costs, claims, damages or expenses incurred by Supplier and/or other members of the CitNOW Group caused by disclosure of Consumer Data by the Customer without the necessary authorisation and permission being obtained in advance of disclosure.
5. Except as provided in Data Protection Legislation, Supplier shall not use or allow use of the Consumer Data other than to fulfil its obligations under the Agreement and/or in accordance with the Customer’s written instructions.
6. Supplier confirms that all employees involved in the processing of the Consumer Data shall be prohibited from processing the Consumer Data outside the scope of the instructions detailed in clause 7.5 above. Supplier confirms that any person entitled to process Consumer Data is bound by a contractual commitment to confidentiality or is subject to an appropriate statutory obligation to confidentiality.
7. If either party becomes aware of any unauthorised or unlawful processing of the Consumer Data or if the Consumer Data is lost or destroyed, or if either party learns or suspects of a personal data breach affecting the Consumer Data has occurred, that party shall promptly notify the other party and fully cooperate with the other party to take the necessary remedial action as soon as practicable.
8. Where Employee Data is uploaded by the Customer (as controller) into the Product it shall be accessible by Supplier and, in this circumstance only, Supplier shall act as a joint controller of the Employee Data. Both the Customer and Supplier shall process the Employee Data to the extent necessary to enable fulfilment of their contractual obligations under the Agreement.
Ownership and Intellectual Property Rights
1. The Products and Program Documentation contain confidential and proprietary information of Supplier and all copyright, trademarks and other intellectual property rights in them are the property of Supplier or of its third party licensors, and do not belong to the Customer. Nothing in the Agreement operates to transfer the aforementioned intellectual property rights to the Customer.
2. The Customer shall not incorporate and/or use any of the Product(s) and/or Program Documentation except as set out in the Agreement or with the prior written permission of Supplier.
3. If the Supplier makes any developments or improvements to any of the Products following feedback or suggestions from the Customer, CitNOW or the licensor of relevant Product will own all intellectual property rights in such Product development/ improvement without any obligation to acknowledge the Customer’s feedback / suggestions, and the Customer shall have no ownership, proprietary, or other rights in such Product development or improvement.
4. Ownership:
  1. Supplier is the owner or licensee, unless otherwise stated, of all Intellectual Property Rights that subsist in the Products, Programme Documentation, subscriptions and any training materials provided in relation to the Products whether created, developed or produced before, on or after the date of the Order Form. Any rights not expressly granted herein are reserved to the Supplier.
  2. To the extent that the Customer provides material for the Supplier's products, subscriptions or training materials to which the Customer has intellectual property rights, the Customer hereby grants the Supplier all necessary non-exclusive rights, titles and interests in such intellectual property rights for the purpose of duly fulfilling the contract.
5. Ownership of Content. In the event the Product is one of which can create Content, Customer is solely responsible for the Content created and distributed through the  Products (where applicable), and for seeking consent or other lawful basis from any individuals who may appear or whose property may appear within that Content. Customer agrees to defend and hold Supplier harmless against any claim by any third party alleging that Content uploaded by Customer breaks regulations or is illegal, defamatory or infringes any third party’s rights.
6. Recipients. In accordance with clause 8.5 (Ownership of Content), in the event the Product is that of which can create Content, Customer agrees that Supplier has no liability to the recipients to which Customer sends any Content to and has no liability in respect of possible further distribution by the recipient of any Content. Customer agrees to indemnify Supplier for any losses incurred pursuant to any claims made by any recipients to whom Customer sends Content, or for any claims against CitNOW from third parties to whom Content is further distributed to.
7. Claims. In the event of a Third Party Claim against Supplier is received by Customer for any ownership or Intellectual property infringement relating to the Product(s), Customer agrees to notify Supplier without undue delay, and shall not act on the Suppliers behalf. For the avoidance of doubt, Customer shall not assume, claim or otherwise state the Suppliers acceptance of claim.
8. Usage of Marks. The Customer agrees that the Supplier has the right to use the Customers name and company logo for the Suppliers portfolio for self-promotion of the Suppliers business, in particular on the Internet, including the Suppliers social media presences. At any time, if the Customer wishes to exclude certain types of use from this release or to limit the period of such a release, the Customer may inform the Supplier in writing.
Confidentiality
1. The Customer shall:
  1. keep confidential any information relating to the Products, (including without limitation their object and source code), Program Documentation, Services and Additional Features and limit access to the same to those of its employees who work at or in respect of the Customer Sites and who have a need to know and use such information; and
  2. without prejudice to the foregoing take all such other steps as shall from time to time be necessary to protect the confidential information and intellectual property rights of Supplier in the Products and Program Documentation.
2. Confidential Information. Each party may acquire confidential information that is of value to the other during the term of this Agreement, in respect of the other Party’s business, technology and/or customers. Each party agrees to keep the other Party’s confidential information secret, to the extent permitted by law.
3. OEMs. The Parties agree that information relating to the Customer’s use of the Products shall not be considered confidential information for the purposes of this clause. In particular, Supplier shall be entitled to disclose this information to any OEM with whom the Customer cooperates.
4. CitNOW Group. The Customer understands and agrees that its confidential information may be shared between the entities and companies within the CitNOW Group, provided always that such CitNOW Group entities and companies maintain the confidentiality of such information in accordance with this clause. Further the Customer agrees that information relating to it and its use of the Products (including any future Products purchased by the Customer) may be anonymised and aggregated by the Supplier and/or other CitNOW Group entities and companies for the purposes of utilising such anonymised and aggregated data in CitNOW’s products and services (both present and future) provided always that such use is in accordance with applicable laws (where relevant).
Warranties
1. Supplier warrants that:
  1. it has the right to enter into this Agreement and to grant to the Customer a license to use the Products.
  2. it shall comply with all applicable laws and regulations in respect of its activities under this Agreement.
2. The Customer warrants and agrees that:
  1. it has the authority to enter into this Agreement.
  2. it will ensure all Users which are using the Products are aware of their obligations contained in the Agreement.
  3. it has the consent of Users to provide Supplier with the User’s personal data including, but not limited to, their names, job roles, contact details and location of work in order that an individual can be set up as a User of the Product and to provide support throughout the term of the Agreement.
  4. it shall comply with all applicable laws and regulations in relation to its business and its use of the Products;
  5. where the Customer is an entity regulated by the Financial Conduct Authority, it shall ensure that when using any Product, its processes are compliant with the requirements of the Financial Conduct Authority (or any successor regulator);
  6. it shall not subcontract, share, rent or allow access to, or use of, any part of the Product(s) and/or the Program Documentation with any third party (including, but not limited to any retailer, or employee of a retailer), for any purpose.
3. The Customer warrants that it shall not, and it shall procure that its Users do not:
  1. adapt, modify or translate (compile or decompile) Product(s) and/or the Program Documentation save to the extent permitted by law;
  2. reproduce or distribute copies of the Product(s) and/or the Program Documentation;
  3. use the Product(s) or the Program Documentation otherwise than for the Customer’s own internal business purposes;
  4. remove, cover, replace or alter any copyright or other proprietary notice on any of the Product(s) and/or Program Documentation; and/or
  5. sell, rent, offer for sale or rent, dispose of, pledge, or part with possession of the Product(s) and/or the Program Documentation in any circumstances or distribute, or allow any other person to use or have the benefit of the Product(s), Program Documentation or any part thereof.
4. Supplier does not give any warranty or guarantee in relation to any Third Party Software (including any third party software accessed through the use of, the Product(s)).
5. The Customer warrants and accepts that it is solely responsible for selection of the Product(s) and satisfying itself that the Product(s) meets its business needs prior to entering into the Agreement.
6. The Customer shall fully indemnify Supplier against any third party claims and/or associated losses, costs, expenses and other sums suffered or incurred by Supplier and/or other members of the CitNOW Group arising due to the Customer’s breach of the Agreement or its negligent acts or omissions, or those of its Users.
Limitation of liability
1. Parties Liability. Nothing in the Agreement excludes or limits either party’s liability for:
  1. death or injury caused by negligence;
  2. fraud or fraudulent misrepresentation; or
  3. any other liability which cannot be limited by law.
2. Exclusion of Liability. Subject to clause 11.1, Supplier shall not be liable for any indirect or consequential losses including (but not limited to any indirect or consequential losses relating to:
  1. loss of use;
  2. lost profits;
  3. loss of anticipated savings;
  4. loss of or corruption of data or content;
  5. loss or damage arising from false or inaccurate or out of date information obtained by the Customer from third parties (for example HPI searches) and accessed through the use of the Product(s),
  6. loss of use or failure of the Product relating to products or services supplied by a third party with whom the Customer has instructed Supplier to cooperate on its behalf, and/or
  7. loss of use or failure relating to third party software which the Customer has required is connected to or interacts with the Products.
3. Maximum Liability. Subject to clauses 11.1 and 11.2 Supplier’s maximum aggregate liability to the Customer for any claim arising in connection with the Agreement shall not exceed the limits set out below:
  1. n respect of liability for Supplier’s breach of clause 6 (Data Protection), a sum equivalent to 500% of the aggregate Fees paid by the Customer during the twelve months immediately preceding the event giving rise to the claim. Notwithstanding the foregoing, if the Customer has contributed or caused the loss as a result of it failing to comply with Data Protection Legislation, Supplier’s liability shall be adjusted accordingly and its liability shall be capped at the amount specified in clause 11.3.2.
  2. In respect of all other claims arising under the Agreement, Supplier’s liability shall be limited to 125% of the aggregate of the Fees paid and payable by the Customer during the twelve months immediately preceding the event giving rise to the claim.
4. Rights of Third Parties. Supplier’s employees, sub-contractors, licensors and suppliers shall have the benefit of the limits and exclusions of liability set out in this clause 11.
5. The Customer acknowledges that unless specifically stated otherwise in a Licensing Agreement, the Products and Services are supplied on an “as is” basis without any guarantees as to availability and Supplier does not guarantee or warrant that Products and Services will at all times be uninterrupted or error free. Furthermore, Supplier accepts no liability for loss of availability resulting from improper use, scheduled maintenance, external causes outside Suppliers control, including services or modifications not performed by Supplier, or from use of Products or Services other than permitted within these Terms and Conditions or corresponding Licensing Agreements.
Technical Support and Updates
1. Technical Support. Subject to clause 13.2 (Limitation of Availability), during the term of the Agreement and depending on the Product subscription purchased by the Customer, Supplier may make available to the Customer technical support for the Product(s). Where applicable, technical support service levels shall be detailed on the relevant Product page of the CitNOW website. Websites applicable to the Product purchased can be found through the CitNOW website.
2. Updates. Supplier releases software in an iterative manner; as such the Products will update and change over time as new features are released. Supplier may, at its reasonable discretion modify or upgrade the Services and Products. Supplier shall use commercially reasonable efforts to provide reasonable advance notice of such downtime. This may have an ongoing impact on these Terms and Conditions as a result and Supplier reserves the right to amend these Terms and Conditions accordingly, pursuant to clause 14.4.
3. Contact. The Customer and its Users may contact Supplier for support using the methods detailed on the CitNOW Group website.
Availability
1. Availability. Supplier shall endeavour to make the Products available within core business hours of the Customer and shall advise customer (where possible) before any maintenance work is carried out which could affect the availability of the Product(s).
2. Limitation of Availability. Non-availability of the Products arising from improper use of the Products, scheduled maintenance and external causes outside Supplier’s control, including service or modifications not performed by Supplier, are excluded from the availability target.
3. Operation of the Products. Supplier does not guarantee that the use or operation of the Products will at all times be uninterrupted or error free. Unless specifically stated otherwise in a Licensing Agreement, the Products are supplied on an “as is” basis without any guarantees as to availability or performance.
4. Technical Support. Supplier will use its reasonable endeavours to remedy any interruptions or errors in the Products which are brought to its attention as part of the Technical Support.
5. Connections. Supplier is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. The Customer is solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Supplier's data centres.
General
1. Force Majeure. If a Party is prevented from performing any of its obligations under the Agreement by the occurrence of an event beyond its reasonable control (a Force Majeure Event), that Party may, as soon as it becomes aware of the Force Majeure Event, claim relief from liability in respect of any delay in performance or any non-performance of any such obligation to the extent that the delay or non-performance is due to a Force Majeure Event. A party may terminate the Agreement on notice to the other if it is affected by a Force Majeure Event for 30 days or more.
2. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy. No waiver of either Party in the exercise of any right under these Terms and Conditions shall prevent such Party from exercising that right in the future.
3. Survival of Clauses. If any provision of these Terms and Conditions is found to be unenforceable, the remaining provisions shall remain valid.
4. Changes. Supplier reserves the right to make changes to these Terms and Conditions and/or any Licensing Agreement. The changes shall take effect following the provision of reasonable notice (being no less than 30 days’ prior notice). If any changes to the documents have the effect of materially reducing the functionality of the Products, or imposing additional obligation on the Customer with which the Customer is unable to comply, the Customer shall be entitled to terminate the Agreement by giving notice to Supplier in writing without penalty, and any Recurring Fees already paid by the Customer in respect of the period after termination shall be refunded. The latest version of these Terms and Conditions and the Licensing Agreement will be available on the CitNOW Group website at all times.
5. Governing Law. The Agreement is governed by the law applicable to the Supplier as named on the Order Form(s) and these Terms and Conditions and shall be subject to the exclusive jurisdiction to the courts of which the Supplier is registered.

Last updated: 18 Mar 2025

Licensing Agreement – Dealerdesk

Published: 5 Mar 2025

Dealerdesk (EU June 2025 Edition)

Dealerdesk GmbH (“Dealerdesk”) provides a software for sales and CRM to their customers on a subscription basis (“Dealerdesk Product”). Dealerdesk also provides agents to work on behalf of the Customer on a subscription basis to respond to customer chat and telephone enquiries (“Managed Conversations Product”). The Managed Conversations Product is provided on a tiered basis based on amount of Agents required and minutes to be covered. The Dealerdesk Product and Managed Conversation Product together are referred to as “Services” within this Licensing Agreement.

Where the Supplier is not Dealerdesk, the Supplier shall act as an authorised reseller of Dealerdesk and the Supplier shall procure that Dealerdesk fulfils supply of the Dealerdesk Products to the Customer on behalf of the Supplier. Where Dealerdesk is not the Supplier for the purposes of the Agreement, references to Dealerdesk in this Licensing Agreement shall mean Dealerdesk acting on behalf of the Supplier.

This Licensing Agreement is supplemental to the CitNOW Group Terms and Conditions (“Terms and Conditions”) and applies specifically to the Dealerdesk Product subscriptions referenced above. If there is any conflict between the Order Form, the Terms and Conditions and this Licensing Agreement, the following order of priority shall apply:

the Order Form;
the Terms and Conditions; and
the Licensing Agreement

Defined terms contained in this Licensing Agreement shall have the meaning given to them in the Terms and Conditions. The following additional definitions apply in this Licensing Agreement.

Additional Definitions

Agent(s): Personnel, on a contractor basis, provided by Dealerdesk to the Customer for the Managed Conversation Product.

Dealerdesk Product and Managed Conversations Product
1. Supply of Services. Dealerdesk shall provide the Services in a professional and diligent manner, using reasonable skill and care, in accordance with good industry practice. Dealerdesk warrants that, subject to the Customers payment of Fees in line with the CitNOW Group Terms and Conditions, it shall provide the Customer with the most up to date and current version of the Product.
2. Timings. Dealerdesk uses reasonable endeavours to meet any timings agreed in writing with the Customer for delivery of the Services. However, this does not constitute a firm deal.
3. Scope. Dealerdesk reserves the right to alter the scope of the Services to be supplied if this is necessary to comply with any applicable law or regulatory requirement. However, if such alteration constitutes a material change to the scope of the Products / Services, Dealerdesk or the Supplier as vicarious agent shall notify the Customer of such alteration in advance.
4. Change Control. If the Customer requires a change to the Product and/or Services (a “Change”):
  1. the Customer will notify Dealerdesk of its requirements in writing. Following consideration by both parties of the Customer’s requirements, a change control note (“Change Control Note”) shall be prepared by Dealerdesk outlining the nature and details of the Change including details of any impact the Change may have on the Fees, the timescales for delivery of the Product and Services and any other relevant information.
  2. the Customer shall promptly consider the Change Control Note and notify Dealerdesk in writing within 15 business days if it wishes to proceed with the Change based on the details in the Change Control Note. Following any such confirmation Dealerdesk shall implement the Change on the Customer’s behalf. Any Change agreed in writing by the parties shall form part of the Agreement.
5. Set Up Services. Dealerdesk shall provide to Customer, subject to payment of the Set Up Fees, the Set Up Services including installation at Customer site and training days.
6. Managed Conversations. As part of the Managed Conversations Product, Dealerdesk shall make available a general on-call telephone service.
7. Call forwarding. The Customer shall forward its landline number to the Dealerdesk destination number via call forwarding.
8. Call details. Following a call from a Consumer to Managed Conversation Product, Dealerdesk shall immediately notify the Customer that the call has been received, stating the name of the caller together with their telephone number and details of their concern, to the extent this is provided by the Consumer. Where Dealerdesk can answer general questions directly, the Consumer’s questions will be answered and no message will be sent to the Customer (for example, queries relating to opening times, show days or similar).
9. Managed Conversations Tier. Where the Customer has subscribe to the Managed Conversations Product, the Monthly Fee shall include a Fee for the Managed Conversations Tier (“Tier”) based on the monthly forecasted usage by employees and minutes of the Managed Conversations Product.
10. Managed Conversations Overage Tier. If, within any month, Customer exceeds the maximum allowance within their Managed Conversations Tier, Dealerdesk shall charge customer within the next monthly invoice, in arrears, an Overage Tier Fee to cover the overage (“Overage Tier”). Overage Tier Fee’s are detailed within Section 4 of the Order Form and Customer agrees to pay such Overage Tier Fee’s in line with Clause 4 of the Terms and Conditions. If a Customer exceeds their Managed Conversation Tier of which they are subscribed to for more than 3 consecutive months, Dealerdesk reserves the right to move Customer to next Managed Conversation Tier upon 1 months notice to Customer.
Technical Support
1. During customers subscription to the Dealerdesk Product, Dealerdesk shall make technical support available to Customer.
2. The Customer shall, when notifying Dealerdesk of errors or faults in the Dealerdesk Product, provide Dealerdesk with as much information as possible regarding the fault or error. This includes describing the number of workstations affected, the operating conditions, the error symptoms, a description of the systems and hardware environment including third-party software used and previous instructions to the software.
3. Customer may contact Dealerdesk for support using the methods provided on the Dealerdesk website. Customer agrees that Dealerdesk may use the information provided, which may constitute Personal Data of the caller, to provide the support.
Term and Termination
1. Continuance of the Terms and Conditions and other Licensing Agreements. To avoid doubt, unless the Agreement is terminated in whole pursuant to clause 5 of the Terms and Conditions, if the Customer has purchased other Products/Services which are the subject of a separate licensing agreement, the licensing agreement and Terms and Conditions in respect of such other Products/Services shall remain in full force and effect, notwithstanding termination of this Licensing Agreement.
2. Access Rights to Content upon Termination. On termination the Customer will no longer be able to access the Dealerdesk Product. Further, if the Customer is a Dealer Group or an OEM, the Retailers in the Customer’s group will no longer be able to access the Dealerdesk Product. Personal data may be retrieved as outlined in the Dealerdesk Privacy Notice.
3. The customer acknowledges that for the purpose of this Dealerdesk Licensing Agreement and the Dealerdesk Services, Clause 5.4.2 of the Terms and Conditions (Termination for Cause in cases of bankruptcy) shall be ineffective.
General
1. Assignment. The assignment of claims arising from or in connection with this contract is only permitted with the prior written consent of the other party. Consent may not be unreasonably withheld. The regulation of § 354 a HGB (German Commercial Code) remains unaffected by this.
2. Right of retention. A right of retention can only be asserted due to counterclaims arising from the respective contractual relationship.
3. For the avoidance of doubt, Order Forms and Entire Agreement are concluded electronically via an online e-signature platform. Customer shall receive an Order Form which shall include electronic signature instructions.

Annex A - Data Processing Annex

Regarding Dealerdesks processing of personal data provided by the customer section 6 of the Terms and Conditions applies. The following information specify the processing based on section 6.3 of the Terms and Conditions:

Scope and duration of processing: To provide the service. Duration is defined as for as long as we have an active contract between Dealerdesk and Customer. Consumer data can be set retention and self-managed via the Product and Services.
Categories of personal data: Dealership staff name, email address and phone numbers. Consumers names, email addresses, phone numbers, FCA answers (where applicable) vehicle health data, vehicle purchase history.
Purpose of processing: To provide the service of a CRM to the Customer
Subprocessors: Dealerdesk - Subprocessors.

Last updated: 18 Mar 2025

Data Processing Addendum

Published: 5 Mar 2025

CitNOW Group - Standard (EU June 2025 Edition)

Between Parties:

This Agreement is made between:

The entity identified as “Supplier” on the Order Form(s) (“Supplier”).
The entity identified as the “Customer” on the Order Form(s) (“Customer”).

Introduction

The Supplier is part of and operates within the CitNOW Group. CitNOW Group is a group of companies offering Products and Services to the automotive industry.

As part of the supply of Products and Services, the Supplier will act as the Customer’s data processor. The terms of clauses 1 (Data Protection) and 2 (Consumer Data and Employee Data) within the CitNOW Group Terms and Conditions apply in respect of the parties’ data protection obligations. This addendum is for Customers benefit if they should wish to have a signed Data processing Addendum in place.

The provisions contained within this addendum are very important and require the Customer to put processes in place to ensure the requirements of this Data processing Addendum are satisfied. Please read these provisions carefully. In particular the Customer must ensure, and procure that all Users ensure, prior to transferring any Consumer’s personal data to Supplier through the Products that either:

consent is obtained from all Consumers for their Consumer Data to be uploaded into the Product(s) or otherwise transferred to Supplier; or
that the Customer has clearly identified one or more other lawful basis (as set out in the Data Protection Legislation) which allow for the Consumer Data to be uploaded into the Product(s) or otherwise transferred to Supplier.

Definitions

Terms defined in the Terms and Conditions, Licensing Agreement and/or the Order Form(s) shall, unless otherwise defined herein, have the same meaning in this Data processing Addendum.

Agreement: the contract made between Supplier and the Customer comprising the Order Form(s)(s), the Terms and Conditions and the Licensing Agreement(s).
CitNOW Group: the members of the CitNOW Group of companies, being any entity controlling, controlled by or under common control of Supplier and “control” shall have the meaning given to it in section 1124 of the Corporation Tax Act 2010. All entities shall be listed on the CitNOW Group website the CitNOW Group website at all times.
Consumer: any consumer who is a customer of the Customer in respect of whom personal data is uploaded by a User into the Products.
Consumer Data: means all information, including personal data, relating to a Consumer that is uploaded to the Products or transferred to Supplier by the Customer, including by any User.
Content: the video, still images, audio, graphics, text, messages and other information created by You and uploaded via the Product;
Controller: processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures; as defined in the Data Protection Legislation.
Customer: the customer named as such in the Order Form(s) (s)which may be an OEM, a National Sales Company, a Dealer Group or a Retailer.
Data: any data, including personal data, which is uploaded to the Products or transferred to Supplier by the Customer, including any Consumer Data and/or Employee Data.
Data Protection Legislation: means:
1. to the extent that the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; or
2. to the extent that the EU GDPR applies, the law of the European Union or any member state of the European Union to which Supplier or the Customer are subject which relates to the protection of personal data.
Dealer Group: a company operating multiple Retailers.
Employee Data: any data, including personal data, which is uploaded to the Products or transferred to Supplier by the Customer, including by any User.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
OEM: an original equipment manufacturer.
Order Form(s): the Order Form(s) Supplier and signed by the Customer incorporating these Terms and Conditions and the Licensing Agreement(s) by reference.
Products: The products described within the Order Form(s), which are supplied to the Customer by the Supplier (either directly or as an authorised reseller) on a subscription basis, and which may be available in tiers known as standard, pro and plus (where applicable). The Product(s) purchased by the Customer, including the product tier, shall be as detailed in the Order Form(s)of the subscription, the supply of the Product(s) includes provision of Technical Support;
Retailer: the franchised dealer(s) identified on the Order Form(s).
Services: The services supplied to the Customer by Supplier (either directly or as an authorised reseller), as more fully detailed in the Order Form(s), which may include training, data import, data export, data cleansing, bespoke development and/or webinars, but excluding the Set-Up Service;
Third Party Software: any third-party software applications or services which Supplier supply or make available to the Customer as part of the Products (including any Additional Features) and/or Services (including any Set-Up Services), subject always to the Customer agreeing to be bound by any terms applicable to such third-party software;
Users: employees of the Customer at the Customer sites (including Head Office employees, where applicable) detailed on the Order Form(s) who are permitted to use the Products;
UK GDPR: has the meaning given to it in Section 3(1) (as supplemented by Section 205(4)) of the Data Protection Act 2018.

Data Protection
1. Supplier shall process Data on behalf of the Customer. The scope and duration, categories and purpose of the personal data processed by Supplier pursuant to this Agreement are set out in Annex A within the License Agreement(s).
2. The Customer shall own all right, title and interest in and to all of the Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Data. Supplier acknowledges and agrees that the Customer shall be the data controller of any personal data comprised in the Data. Where the Customer is an OEM or Dealer Group the parties agree that Data may be shared with Supplier either by the OEM or the Dealer Group, or by Retailers within the Customer’s group. Where this is the case, Supplier understands and acknowledges that the Retailer and an OEM / Dealer Group shall be joint data controllers of the personal data disclosed to Supplier, subject to the terms of a separate written agreement between the Retailer and the OEM/Dealer Group, as applicable.
3. The Customer’s instructions in relation to the processing of personal data comprised in the Data shall be as set out in Annex A of the Licensing Agreements. The Customer shall be entitled, in writing or in a machine-readable format (in text form*), to update, modify, amend or replace such individual instructions by notifying Supplier’s designated contact for data protection matters. The Customer shall, without undue delay, confirm in writing or in text form any instruction issued orally.
4. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 1 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
5. Subject always to clause 1.7.2, personal data comprised in the Data may be transferred or stored outside the UK and EEA or the country where the Customer is located in order to provide the Products and/or Services (including, where applicable, any Additional Features) under the Agreement.
6. Without prejudice to the generality of clause 1.4, the Customer will ensure that it has all necessary appropriate lawful basis and notices in place to enable lawful transfer of the personal data to Supplier for the duration and purposes of the Agreement.
7. Without prejudice to the generality of clause 1.4, Supplier shall, in relation to any personal data processed by it when performing its obligations under the Agreement:
  1. Process that personal data only on the Customer’s documented written instructions unless Supplier is required by the laws of any member of the European Union and/or domestic UK Law to process such personal data (Applicable Laws). If Applicable Laws require Supplier to process such personal data, it shall tell the Customer before such processing unless those Applicable Laws prohibit it from doing so;
  2. Not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
    1. Supplier have provided appropriate safeguards in relation to the transfer;
    2. the data subject has enforceable rights and effective legal remedies;
    3. Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
    4. Supplier complies with the Customer’s reasonable advance instructions when processing the Customer’s personal data;
  3. assist the Customer, at the Customer’s cost (the Supplier carries the costs if the Customer can prove that the request is a direct result of a malperformance of the Supplier), in responding to any request from a data subject to enable the Customer to comply with its Data Protection Legislation obligations with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  4. promptly notify the Customer on becoming aware of a personal data breach affecting the Customer’s personal data;
  5. at the Customer’s written request and on termination of the Agreement, delete or return the Customer’s personal data in accordance with clause 1.11 unless required by Applicable Law to store the personal data; and
  6. maintain records and information to demonstrate its compliance with this clause 1 and clause 2. Supplier shall permit the Customer, and its authorised representatives to audit and inspect its compliance with Data Protection Legislation provided in general such audit and/or inspection is carried out on reasonable notice at a mutually convenient time. Any information disclosed as part of the audit / inspection shall be treated as confidential information in accordance with clause 9 of the CitNOW Group Terms and Conditions. Audits and inspections shall not be carried out more than annually unless the Customer, acting reasonably, believes Supplier has breached the Data Protection Legislation; and
  7. promptly tell the Customer if, in Supplier’s opinion, the Customer’s instructions infringe Data Protection Legislation. In such instances, Supplier shall be permitted to suspend performance on such instruction until the Customer confirmed or modifies such instruction so that it complies with Data Protection Legislation.
8. Each party shall ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage, having regard to the state of technological development and the cost of implementing any such measures.
9. The Customer consents to Supplier appointing subprocessors of personal data under the Agreement. A list of the subprocessors used by Supplier is available on each company website . Supplier confirms that it has or will enter into (either directly or through a member of the CitNOW Group) a written agreement with subprocessors incorporating terms which are substantially similar to those set out in this clause 1. Supplier shall remain fully liable for all acts or omissions of any sub processor appointed by or on behalf of Supplier pursuant to this clause 1. Where Supplier uses any subprocessors which are based outside of the UK and EEA, in a territory where an adequacy decision is not in place, it shall comply with the requirements of clause 1.7.2 before any personal data is transferred to such subprocessor. A list of any subprocessors to which this clause applies is available on Suppliers Website at all times. Supplier may appoint new subprocessors from time to time, and the Customer is advised to regularly check the websites for a list of the current subprocessors used by Supplier.
10. Third Party Claim. The Customer shall indemnify and defend Supplier at its own expense against all costs, claims damages or expenses incurred by Supplier and/or other members of the CitNOW Group or for which Supplier and/or other members of the CitNOW Group may become liable due to any failure by the Customer, the Users, the Retailers (where applicable), and/or the Customer’s employees, subcontractors or agents failure to comply with its obligations under clauses 1 and/or 2, and/or the Data Protection Legislation, as applicable.
11. Retention upon Termination. Should this Agreement be terminated for any reason, Supplier will hold the Data for a period of 60 days (or such other period as may be specified in the applicable Licensing Agreement) after termination. Supplier holds the Data for this period for the following reasons:
  1. To allow the Customer to change their mind and resume their subscription for the Product with all details, preferences and configurations still in place, if applicable; and
  2. To allow the Customer to request an export of its Data.
12. Data Sharing Within CitNOW Group. The Customer acknowledges and agrees that Supplier may share the Customer’s personal data with other entities within the CitNOW Group for the purposes of: (i) providing its Products and/or Services to the Customer; (ii) improving its Products and/or Services; and (iii) to facilitate the creation of new Products, features and/or Services. Supplier confirms that appropriate safeguards are in place between it and other members of the CitNOW Group to protect the security of such personal data, as required by Data Protection Legislation. These safeguards include data sharing agreements incorporating standard contractual clauses (where applicable) and/or ensuring that other legally compliant transfer mechanisms are in place when transferring personal data within CitNOW Group. Supplier shall remain responsible for the protection of personal data shared within the CitNOW Group and will ensure that such personal data is processed only as necessary for the aforementioned purposes.
Consumer Data and Employee Data
1. The parties acknowledge and agree that as Consumer Data is to be processed by Supplier on behalf of the Customer it is the Customer’s responsibility to identify and record the lawful basis for capturing and sharing the Consumer Data with Supplier. Supplier has no control of the data entered into the Product(s) by the Customers and its Users. Accordingly, the Customer shall ensure, and shall procure that all Users ensure that either:
  1. consent is obtained from all Consumers for their Consumer Data to be uploaded into the Product(s) or otherwise transferred to Supplier; or
  2. where consent is not obtained, that the Customer has clearly identified one or more other lawful basis (as set out in the Data Protection Legislation) which allow for the Consumer Data to be uploaded into the Product(s) or otherwise transferred to Supplier.
2. The Customer shall keep a written record of such lawful basis and provide evidence of such lawful basis for processing to Supplier on request.
3. It is the Customer’s responsibility, irrespective of whether the Customer is an OEM, a Dealer Group or a Retailer, to ensure compliance with clauses 2.1 and 2.2. Supplier accepts no responsibility or liability to the Customer and/or any Consumer for the Customer failing to obtain the necessary authority and permission to share Consumer Data with Supplier. Where a Dealer Group or an OEM have entered into this Agreement in order to purchase subscriptions to use the Products on behalf of its Retailers, it is the Dealer Group / OEM’s responsibility to procure each Retailer in its group has obtained the necessary authorisation and permission before any Consumer Data is uploaded to the Product or otherwise transferred to Supplier.
4. The Customer shall indemnify Supplier for any losses, costs, claims, damages or expenses incurred by Supplier and/or other members of the CitNOW Group caused by disclosure of Consumer Data by the Customer without the necessary authorisation and permission being obtained in advance of disclosure.
5. Except as provided in Data Protection Legislation, Supplier shall not use or allow use of the Consumer Data other than to fulfil its obligations under the Agreement and/or in accordance with the Customer’s written instructions.
6. Supplier confirms that all employees involved in the processing of the Consumer Data shall be prohibited from processing the Consumer Data outside the scope of the instructions detailed in clause 2.5 above. Supplier confirms that any person entitled to process Consumer Data is bound by a contractual commitment to confidentiality or is subject to an appropriate statutory obligation to confidentiality.
7. If either party becomes aware of any unauthorised or unlawful processing of the Consumer Data or if the Consumer Data is lost or destroyed, or if either party learns or suspects of a personal data breach affecting the Consumer Data has occurred, that party shall promptly notify the other party and fully cooperate with the other party to take the necessary remedial action as soon as practicable.
8. Where Employee Data is uploaded by the Customer (as controller) into the Product it shall be accessible by Supplier and, in this circumstance only, Supplier shall act as a joint controller of the Employee Data. Both the Customer and Supplier shall process the Employee Data to the extent necessary to enable fulfilment of their contractual obligations under the Agreement.
General
1. Survival of Clauses. If any provision of this Data processing Addendum is found to be unenforceable, the remaining provisions shall remain valid.
2. Governing Law. The Agreement is governed by the law applicable to the entity as named on the Order Form(s) and this Data processing Addendum and shall be subject to the exclusive jurisdiction to the courts of which said entity is registered.
3. Changes. Notwithstanding anything else to the contrary in this Data processing Agreement and without prejudice to the clauses held within, CitNOW Group and Supplier reserve the right to make any updates and changes to this Data Processing Addendum and at all times shall the latest version be in effect between Customer and the Supplier. No changes shall be introduced which materially reduce the obligations as set on Supplier as a Processor to the Customer under the applicable Privacy Laws.

Last updated: 18 Mar 2025

Licensing Agreement – CitNOW

Published: 5 Mar 2025

CitNOW Product (EU June 2025 Edition)

Zype TV Ltd (t/a CitNOW) (“CitNOW”) provides CitNOW Product solutions on a subscription basis (“CitNOW Product”). There are 4 main product subscriptions which are available on iOS, Android, and Desktop platforms: Workshop, Sales, Web and Bodyshop. Supplementary parts of the platform include, but are not limited to, the Dashboard and Reporting. Where the Supplier is not CitNOW, the Supplier shall act as an authorised reseller of CitNOW and the Supplier shall procure that CitNOW fulfils supply of the CitNOW Products to the Customer on behalf of the Supplier.

This Licensing Agreement is supplemental to the CitNOW Terms and Conditions (“Terms and Conditions”) and applies specifically to the CitNOW Product subscriptions referenced above. If there is any conflict between the Order Form, these Terms and Conditions and this Licensing Agreement, the following order of priority shall apply:

the Order Form;
the Terms and Conditions; and
the Licensing Agreement

Defined terms contained in this Licensing Agreement shall have the meaning given to them in the Terms and Conditions. The following additional definitions apply in this Licensing Agreement.

Additional Definitions

Kit: any equipment CitNOW provides to the Customer if ordered within the Order Form or as an Add On as provided for part of the Subscription. The inclusions of the Kit will be listed in Section 3 of the Order Form.

Term and Termination
1. Cancellation. Pursuant to clause 5.3 of the Terms and Conditions, the Customer may cancel this Licensing Agreement by giving no less than 90 days’ notice in writing prior to the end of the Initial Minimum Term or any Renewal Term, as applicable. Notice to terminate should be sent in writing to customer@citnowgroup.com.
2. Continuance of the Terms and Conditions and other licensing agreements. To avoid doubt, unless the Agreement is terminated in whole pursuant to clause 5 of the Terms and Conditions, if the Customer has purchased other products/services which are the subject of a separate licensing agreement, the licensing agreement and Terms and Conditions in respect of such other products/services shall remain in full force and effect, notwithstanding termination of this Licensing Agreement.
3. Access Rights to Content upon Termination. On termination the Customer will no longer be able to access the CitNOW Product. Further, if the Customer is a Dealer Group or an OEM, the Retailers in the Customer’s group will no longer be able to access the CitNOW Product. Personal data may be retrieved upon request to Supplier, subject to retention periods.
Technical Support and Availability
1. Technical Support. During Customers subscription to the CitNOW Product, CitNOW shall make available to Customer technical support.
2. Contact. You may contact CitNOW for support using the methods advertised on the CitNOW Website. Customer agrees that CitNOW may use the contact details of Customer, or Customers employer, provided to CitNOW to assist Customer with the use of the CitNOW Product and provide ongoing support.
3. Tiers and Retention. In accordance with clause 1.5 of Terms and Conditions (Product Tiers) the CitNOW Products are available in tiered offerings, Standard, Plus and Pro. Features shall be available within each Product Tier Offering. Maximum retention of Consumer Data and Content shall be determined by the Tier Customer subscribes to of the CitNOW Product, in line with our retention policies.
Kit Terms
1. Kit. If contracted to, as set out in the Order Form, CitNOW can make available to Customer suitable Kit, which may include but is not limited to windjammers, trip-pods and mobile devices. Fees for kit shall be paid in accordance with section 4 of the Order Form, and clause 4 of the Terms and Conditions.
2. Customer acknowledges and accepts that:
  - the mobile device contained within the Kit will remain the property of CitNOW;
  - Upon termination of the contract, Customer must return mobile device(s) to CitNOW office as detailed on the heading of the Order Form within fourteen (14) days. Customer is liable for delivery of the mobile device until such time as CitNOW receives delivery safely.
  - attempts to modify or jailbreak the mobile device shall constitute a breach of clause 10.3 of the Terms and Conditions.
3. Any inclusions within the Kit which is supplied may not be brand new, however CitNOW shall procure that it shall be in good condition and fit for purpose. In all cases, Kit not fit for purpose shall be replaced in line with clause 3.5.
4. Should any provided CitNOW mobile device contained within the Kit be lost or damaged by the Customer or Users, Customer shall be charged a replacement cost at the cost price of the specific model. If devices are upgraded/obsolete in the future the replacement cost could differ.
5. Mobile devices shall be replaced by CitNOW without undue delay following a customer request, though there may be charges in line with clause 3.4. Failure to fulfil a replacement due to a delay caused by the third-party provider shall not constitute a breach of the Agreement. Customer shall ensure that all faulty or broken mobile devices shall be returned to CitNOW Office without undue delay and, in any event, within 14 day(s) after receiving replacement. Failure to do so shall constitute a breach of the Licensing Agreement.

Annex A - Data Processing Annex

Regarding the Suppliers processing of personal data provided by the customer section 6 of the Terms and Conditions applies. The following information specify the processing based on section 6.3 of the Terms and Conditions:

Scope and duration of processing: To provide the service. Duration is defined as for as long as we have an active contract between CitNOW and Customer. Consumer data retention is set by the Product Tier Customer has subscribed to.
Categories of personal data: Dealership staff name, email address and phone numbers. Consumers names, email addresses, phone numbers, Vehicle data including, but not limited to Registration, VIN and vehicle health data
Purpose of processing: To provide the video solution to Customer
Subprocessors: CitNOW - Subprocessors

Last updated: 18 Mar 2025

Licensing Agreement – CitNOW Conversations

Published: 5 Mar 2025

CitNOW Conversations (EU June 2025 Edition)

Zype TV Ltd (Company number 06630126) t/a CitNOW (“CitNOW”) and Web1on1 BV (“Web1on1”) are both companies operating within the CitNOW Group. Zype TV Ltd (and certain of its affiliates operating in the European Union) are authorised resellers of the Product as described. Both entities provide software solutions to their customers on a subscription basis.

Web 1on1 is a provider of automotive messaging Product solutions which are made available to Customers on a subscription basis. The Product is CitNOW Conversations (also referred to as “CitNOW Conversation Product”) (the Web1on1 Product, offered in tiers, sold by CitNOW). Web1on1 is the owner and developer of the Web1on1 SDK and API’s which powers CitNOW Conversations.

CitNOW Conversations is offered on a Standard or Plus tiered offering as a Messaging Product. Details of the tier are provided to Customer and the tier of which Customer has subscribed to shall be detailed within the Order Form.

This Licensing Agreement is supplemental to the CitNOW Group Terms and Conditions (“Terms and Conditions”) and applies specifically to CitNOW Conversations. If there is any conflict between the Order Form, these Terms and Conditions and the Licensing Agreement, the following order of priority shall apply:

the Order Form;
the Terms and Conditions; and
the Licensing Agreement

Defined terms contained in this Licensing Agreement shall have the meaning given to them in the Terms and Conditions. The following additional definitions apply in this Licensing Agreement.

Additional Definitions

CitNOW Conversations Product Partner: a corporate entity that acts as an authorised CitNOW Conversations partner providing Services to Customers on behalf of CitNOW.
Communications: the communications (Messaging, WhatsApp, voice note or other) which are passed through the CitNOW Conversations Product from the Customer to their end customer (Consumer).
De-identified Data: all Customer Data that is not personal data, excluding any data that is Consumer Data.
Project Plan; the statement of work outlining the plan for delivery and implementation of the Products including details of the Set Up Services to be provided by CitNOW to the Customer.
Third Party Messaging Products: any third party Product used by the Customer to transmit and receive messages with participants of an online chat through the CitNOW Conversations Product, which may include Facebook, Google, Telegram, WhatsApp and other Products.
CitNOW Conversations Product: means the software, hardware, Products and systems, as developed and used by Web1on1 to host and make the Product and Services available for Customer’s use, sold and supported by CitNOW. For the avoidance of doubt, the SDK and APIs within the Product and Product are developed and made available by Web1on1.

CitNOW Conversations
1. “CitNOW Conversations Standard” which is the provision of an Automotive Messaging Product (chat facility) which is fulfilled by the Customer meaning it is personnel managed and controlled by the Customer who write the chat responses which appear on the CitNOW Product through Facebook Messenger, WhatsApp, Google Business Chat, Email, OEM Apps, Website and Live Chat all in a single box with unlimited user access. SMS is only provided through Customers own Twilio Account. Live Chat and WhatsApp is available on any of Customer’s websites. The following provisions apply only where the Customer has opted to purchase the “Standard” Tier;
  1. Where the Customer choses the “Standard” Tier, CitNOW will facilitate provision of the CitNOW Conversation Product, and the Customer shall be entirely responsible for managing (meaning addressing and responding to) all live online chats and conversations which flow through the CitNOW Conversations Product. CitNOW shall have no liability to the Customer for any content flowing through the CitNOW Conversation Product, other than to ensure the CitNOW Conversations Product operates efficiently in order to ensure the flow of conversation through it.
  2. Upon Customer’s request, CitNOW will issue one or more administrator accounts (each an “Administrator Account”) to the Customer which enables the Customer create user accounts (each, a “User Account”) for use by Users (which for the purposes of this Licensing Agreement includes individuals who are employees of or contractors engaged by the Customer) who Customer wishes to have access to the CitNOW Conversation Product. Customer will ensure that Users use the CitNOW Conversation Product only through their designated User Account.
  3. Customer will not share details of the Administrator Accounts with any other person and will not allow Users to share their User Account details with any other person. Customer will promptly notify CitNOW of any actual or suspected unauthorized use of the CitNOW Conversations Product by Users. CitNOW reserves the right to suspend, deactivate, or replace any Customer User Account or Administrator Accounts if it determines that the User Account or Administrator Account, as applicable, may have been used for an unauthorized purpose or accessed by an unauthorised user.
2. The Customer is responsible for ensuring Users comply with the Usage Rules detailed in clause 3.
3. Depending on the Customer’s requirements and objectives, CitNOW may work with Customer to create a Project Plan for delivery of the Set Up Services. A Project Plan may not always be required.
4. The services are delivered using the CitNOW Conversations Product and those Third-Party Messaging Products which have been selected by Customer and for which the Customer holds a subscription. The selection and use of Third-Party Messaging Products is entirely at the risk of Customer. CitNOW will provide the Customer with the credentials of the established account, subject to clause 3.2 of the Terms and Conditions. In order to deliver the CitNOW Conversations Product it is necessary for the Customer to have a WhatsApp Business account, and it is the Customer’s responsibility to arrange such account. However, to avoid doubt, WhatsApp is not classed as a subprocessor for the purposes of the Licensing Agreement.
5. Subject to payment of the relevant Fees, the Customer will be granted a non-exclusive, non-transferrable, revocable right and licence during the term of the CitNOW Conversations Product subscription to:
  1. use the CitNOW Conversations Product of which the Customer purchases a licence to use the tiered Product provided the Customer (1) complies with the terms of the Agreement, including this Licensing Agreement; (2) complies with all terms of use applicable to the Third Party Messaging Product(s) and any third party business applications which the Customer wishes to integrate, interface and/or operate with the CitNOW Conversations Product;
  2. use the API solely for developing or enabling third party business applications which are not integrated with the CitNOW Conversations Product to interface with the CitNOW Conversations Product. For the purposes of this clause the API means the application programming interface, made available and developed by Web1on1, to assist the Customer in developing its internal business software to interoperate with the CitNOW Conversations Product;
  3. download, install and use the Web1on1 SDK to develop functionality within the software application or website developed by the Customer using Web1on1 SDK (the “Customer Application”) to facilitate communications between the Customer and online chat participants through the CitNOW Conversations Product, and to distribute and otherwise make available the Web1on1 SDK in object code form as embedded within the Customer Application. For the purposes of this clause the Web1on1 SDK means the software development kits made available by Web1on1, through CitNOW for the development of Customer Applications that interoperate with the CitNOW Conversations Product.
6. The Customer grants to CitNOW and Web1on1, and to the extent necessary shall procure that any Users and chat participants grant to CitNOW and Web1on1:
  1. a non-exclusive, royalty free licence during the term of this Licensing Agreement to reproduce, modify, develop, access, collect, store and use all Data including any data, information or other content forming part thereof, in connection with the Agreement; and
  2. a non-exclusive, royalty free, irrevocable, perpetual, sublicensable, transferable worldwide right and licence to reproduce, modify, develop, access, collect, store, use, sell, exploit, resell, distribute, provide and transfer all De-Identified Data and any data information or other content forming part thereof, for any purposes, including to improve the Web1on1 Product. The licences contained in clause 1.3 do not apply to any Consumer Data or Personal Identifiable Data (as defined by the applicable GDPR) whatsoever.
Set up Services
1. Depending on the Customer’s requirements and objectives, CitNOW may work with the Customer to create a Project Plan for delivery of the Set-Up Services. A Project Plan may not always be required.
2. CitNOW shall provide the Set-Up Services in a professional and diligent manner, using reasonable skill and care, in accordance with good industry practice and in accordance with (where applicable) the Project Plan.
3. CitNOW uses reasonable endeavours to meet any timings specified in the Project Plan for delivery of the Set-Up Services, but it does not guarantee that the Set-Up Services shall be supplied in accordance with any such timings.
4. CitNOW reserves the right to alter the scope of the Services to be supplied if this is necessary to comply with any applicable law or regulatory requirement. However, if such alteration constitutes a material change to the scope of the Services, CitNOW shall notify the Customer of such alteration in advance.
5. If the Customer requires a change to the Product and/or Services (including the Set Up Services) (a “Change”):
  1. the Customer will notify CitNOW of its requirements in writing. Following consideration by both parties of the Customer’s requirements, a change control note (“Change Control Note”) shall be prepared by CitNOW outlining the nature and details of the Change including details of any impact the Change may have on the Fees, the timescales for delivery of the applicable Products and Service(s) any other relevant information.
  2. the Customer shall promptly consider the Change Control Note and notify CitNOW in writing within 15 business days if it wishes to proceed with the Change based on the details in the Change Control Note. Following any such confirmation CitNOW shall implement the Change on the Customer’s behalf. The Customer acknowledges that if a Change is significant, CitNOW may need to amend the Project Plan or prepare a new Project Plan. Any Change agreed in writing by the parties shall form part of the Agreement.
Usage Rules

The following usage requirements apply to the use of the CitNOW Conversations Product by Users the Customer provides it to. In addition CitNOW may publish from time to time on its website guidelines and policies relating to use of the CitNOW Conversations Product, and the Customer shall take steps to ensure the Users comply with such policies and guidelines. Without limiting the generality of the foregoing, Customer shall procure that Users do not use the CitNOW Conversations Product to send, upload, collect, transmit, store, use, disclose or process:
- Data that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
- Data that they do not have the lawful right to send, upload, collect, transmit, store, use, disclose, process, copy, transmit, distribute and display;
- Data that is false, intentionally misleading, or impersonates any other person;
- Data that is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual;
- Data that is harmful to minors in any way or targeted at persons under the age of 13;
- Data that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or
- Data that encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability;
  
  In addition to the foregoing Customer will not, and will procure that Users do not:
- disable, overly burden, impair, or otherwise interfere with servers or networks connected to the CitNOW Conversations Product (e.g., a denial of service attack);
- attempt to gain unauthorised access to the CitNOW Conversations Product;
- use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the CitNOW Conversations Product or any part thereof or otherwise attempt to discover any source code, except as expressly provided for in this Agreement;
- use the CitNOW Conversation Product for the purpose of building a similar or competitive product or service; or
- use the CitNOW Conversation Product other than as permitted by this Agreement.
- Customer shall always remain liable for the misuse of the CitNOW Conversation Product by it or User. The Customer remains fully liable for and responsible for the actions of Users at all times.
Support
1. CitNOW shall provide Customer with First Line Support. This may be passed to Web1on1 in the event second or third line support is required.
Term and Termination.
1. Cancellation. Pursuant to clause 5.3 of the Terms and Conditions, the Customer may cancel this Licensing Agreement by giving no less than 90 days’ notice in writing prior to the end of the Initial Minimum Term or any Renewal Term, as applicable. Notice to terminate should be sent in writing to customer@citnowgroup.com.
2. Consequences of termination. On termination of this Licensing Agreement and the subscription to use the CitNOW Conversations Product, the Users will be archived, Third Party Product integrations will be disabled and any active chatbots will be deactivated. The Administrative Account owners will still have access to Customer Data for 30 days after termination. All Customer Data will be permanently deleted 30 days after the last invoice date.
3. Continuance of the Terms and Conditions and other Licensing Agreements. To avoid doubt, unless the Agreement is terminated in whole pursuant to clause 5 of the Terms and Conditions, if the Customer has purchased other products/services which are the subject of a separate licensing agreement, the licensing agreement and Terms and Conditions in respect of such other products/services shall remain in full force and effect, notwithstanding termination of this Licensing Agreement.
4. Access Rights to Content upon Termination. On termination the Customer will no longer be able to access the CitNOW Conversations Product. Further, if the Customer is a Dealer Group or an OEM, the Retailers in the Customer’s group will no longer be able to access the CitNOW Conversations Product. Personal data may be retrieved as outlined upon request to CitNOW, subject to retention periods.
Disclaimer and indemnity
1. It is understood by the Customer that for the CitNOW Conversations Product to function and operate properly, it will be necessary for the CitNOW Conversations Product to integrate, interface and/or operate with various third party business applications owned or licensed by the Customer (“Third Party Business Applications”). The Customer shall take all steps needed to ensure any Third Party Business Applications the Customer requires the CitNOW Conversation Product to integrate, interface and/or operate with, and shall ensure that all licences, permissions and approvals are in place to facilitate such integration, interfacing and/or operation. The Customer understands that CitNOW has no control over or responsibility for such Third Party Business Applications, including any data stored or maintained thereon. CitNOW accept no liability for any interference with the Customer’s use of or access to the CitNOW Conversations Product or any security of privacy breaches which are attributable to Third Party Business Applications, and Customer waives any and all claims against CitNOW in connection therewith.

Annex A - Data Processing Annex

Scope and duration of processing: Controller receives through, transmits to or enters into the CitNOW Conversation Product, data, information, content, records, and files that Controller or any of its Chat Participants loads, or otherwise provides to CitNOW, and any data, information, content, records and files that the CitNOW Conversations Product obtains from Controller’s servers or systems or from third parties on Controller’s behalf. By default, conversation messages, results, reports and associated metadata older than 18 months are automatically and permanently deleted. Personal information contained in contact forms is also deleted unless the visitor has re-engaged in a conversation in the meantime, although their older messages will be deleted.
Categories of personal data: Name and contact information of Customer Employees. Name and contact information of Dealership Customers. Communication and Chat data. Vehicle health data (including, but not limited to, vehicle history, registration plate, VIN, MOT & Service history)
Purpose of processing: Processor provides and operates a web-based messaging Product (AMP) for processing enquiries from prospective customers (Chat Participants) on the websites and content operated by the Controller. The inquiries generally relate to the offers of the Controller and to general information about the Controller, whereby Chat Participants are likely to provide their own data.
Subprocessors: CitNOW - Sub-processors

Last updated: 18 Mar 2025

Licence Agreement – CitNOW Imaging

Published: 5 Mar 2025

CitNOW Imaging (June 2025 Edition)

CitNOW Imaging is a software-based product made available by Zype TV Limited (t/a CitNOW Imaging) (“CitNOW Imaging”, also referred to as “Supplier”).

The below sets out the Licensing Agreement applicable to the CitNOW Imaging Products and Service(s) as described within the Order Form.

This Licensing Agreement is supplemental to the CitNOW Group Terms and Conditions (“Terms and Conditions”) and applies specifically to CitNOW Imaging. If there is any conflict between the Order Form, these Terms and Conditions and the Licensing Agreement, the following order of priority shall apply:

the Order Form;
the Terms and Conditions; and
the Licensing Agreement

Defined terms contained in this Licensing Agreement shall have the meaning given to them in the Terms and Conditions.

The following additional definitions apply in this Licensing Agreement.

Definitions

Content; includes, but not limited to, images, videos, audio, and graphics of which is captured and uploaded by Customer through the CitNOW Imaging Product.
Managed Devices; the phones and mobile data as available from CitNOW Imaging provided to the Customer on a subscription basis, pursuant to adherence to the Terms and Conditions and this Licensing Agreement.
Quality Assurance (“QA”): Quality Assurance
CitNOW Imaging Product Commencement Date; the software-based product for stock imagery capture.

Term and Termination
1. Cancellation. Pursuant to clause 5.3 of the Terms and Conditions, the Customer may cancel this Licensing Agreement by giving no less than 90 days’ notice in writing prior to the end of the Initial Minimum Term or any Renewal Term, as applicable. Notice to terminate should be sent to customer@citnowgroup.com.
2. Continuance of the Terms and Conditions and other licensing agreements. To avoid doubt, unless the Agreement is terminated in whole pursuant to clause 5 of the Terms and Conditions, if the Customer has purchased other products/services which are the subject of a separate licensing agreement, the licensing agreement and Terms and Conditions in respect of such other products/services shall remain in full force and effect, notwithstanding termination of this licensing agreement.
3. Access Rights to Content upon Termination. On termination the Customer will no longer be able to access the CitNOW Imaging Product. Further, if the Customer is a Dealer Group or an OEM, the Retailers in the Customer’s group will no longer be able to access the CitNOW Imaging Product. Personal data may be retrieved upon request to Supplier, subject to retention periods.
CitNOW Imaging Platform
1. QA Process. QA process is live and real time feedback on rejections which is provided by CitNOW Imaging in the CitNOW Imaging app during the capture process – Live Quality control and ‘In App Feedback’ is provided in no less than 30 seconds. QA process is performed by employees of CitNOW Imaging, subcontractors of CitNOW Imaging and/or AI technology.
2. Image Uploading. Image uploading as part of the CitNOW Imaging Product is carried out by a combination of data feeds and APIs. CitNOW Imaging uses these also to know whether images have successfully been uploaded. It can therefore store images for up to 6 months and subsequently automatically send images as and when vehicles appear on the Customer’s Dealer Management System - should vehicles not be live at the time of capture.
3. Ownership of Content. Customer is responsible for the Content created and distributed through the CitNOW Imaging Product, and for seeking consent (or other lawful basis) from any individuals who may appear or whose property may appear within that Content. Customer agrees to defend and hold Supplier harmless against any claim by any third party alleging that Content uploaded by Customer breaks regulations or is illegal, defamatory or infringes any third party’s rights. This clause shall not apply to any Content which is adapted pursuant to clause 2.7 below (Licence to use Limited Content).
4. Recipients. In accordance with clause 2.3 (Ownership of Content), Customer agrees that Supplier has no liability to the recipients to which Customer sends any Content to and has no liability in respect of possible further distribution by the recipient of any Content. Customer agrees to indemnify Supplier for any losses incurred pursuant to any claims made by any recipients to whom Customer sends Content, or for any claims against Supplier from third parties to whom Content is further distributed to.
5. Fair Usage. The Fees as detailed within the Order Form is subject to this Fair Usage Clause. The Fee as detailed within the Order Form is for the usage of the CitNOW Imaging Product for up to, and including, 100 vehicles per calendar month. In the event that Customer goes over this figure, in line with this Fair Usage Clause, Supplier reserves the right to charge customer for any usage above 100 vehicles within the next Invoice for the billing period covered. Should Customer consistently, for 3 executive calendar months within the Term, go over this figure, Supplier reserves the right to increase the Fees in line with the Customers usage. For the avoidance of doubt, this Clause is in addition to 4.4 Adjustment of Fees.
6. Bandwidth Pricing. If the Customer is subscribed to a bandwidth subscription to CitNOW Imaging which dictates tiered pricing based on number of vehicles captured within a calendar month ("Bandwidth") this clause 2.6 shall replace clause 2.5 "Fair Usage" above. The Fees as detailed in the Order Form is for the usage of CitNOW Imaging up to, and including, the total vehicles per calendar month within the Bandwidth. In the event that Customer goes over this figure, in line with this Bandwidth Pricing Clause, Supplier reserves the right to charge customer for any usage above the maximum number of vehicles within the next Invoice, subject to a 10% leeway per calendar month. Should Customer consistently, for 6 consecutive calendar months within the Term, go over this figure, Supplier reserves the right to move Customer to the next Bandwidth Pricing tier in line with the Customers usage. For the avoidance of doubt, this Clause is in addition to 4.4 Adjustment of Fees.
7. Licence to use Limited Content. Notwithstanding the foregoing, the Customer grants to CitNOW a non-exclusive, royalty free, perpetual licence to use vehicle images which are supplied as part of the Content for the purpose of creating a vehicle image database provided always that such images of vehicles shall be adapted within the database so all identifying features of a vehicle are removed (such as registration number, mileage/odometer, backdrop and surroundings inside and outside of the vehicle and through any windows), meaning it is not possible to identify a vehicle belonging to any specific individual. To avoid doubt, the licence granted in this clause does not extend to the use of any personal data or any other part of the Content.
Support
1. Support is provided via Email and Phone Monday to Friday, within Business Hours (as defined Mon-Fri 9am - 5pm UK Time, excluding bank holidays of England & Wales). Contact methods are available through www.citnow.com.
2. Support is limited to Managed Devices and software provided under the Licensing Agreement. Managed Devices are clearly marked with support IDs and controlled by CitNOW Imaging through the use of apple business profiling and Mirador MDM (mobile device management). Mobile Broadband Data SIM is provided with the hardware allowing full software and hardware troubleshooting.
Managed Device Terms
1. If contracted to, as set out in the Order Form, CitNOW Imaging can make available suitable iPhones and mobile data contracts for services to be carried out. Fees shall be paid in accordance with Section 4 of the Order Form, and clause 4 of the Terms and Conditions.
2. Customer acknowledges and accepts that:
  - the phone will be changed at CitNOW Imaging’s discretion as it deems necessary over the duration of the relevant Managed Device contract;
  - the phone will remain the property of CitNOW Imaging together with the SIM card required to provide the Service(s);
  - All phones have the CitNOW Imaging profile on them meaning they cannot have other Apple IDs entered and 3rd party apps installed without the prior approval of CitNOW Imaging. The Parties may agree to a mutually allowable App list.
  - attempts to modify the CitNOW Imaging Profile or jailbreak the phone shall constitute a breach of Clause 9 and clause 10.3 of the Terms and Conditions
3. Any phone which is supplied as a Managed Device may not be brand new, however CitNOW Imaging shall procure that it shall be in good condition and fit for purpose. In all cases, Managed Devices not fit for purpose shall be replaced in line with clause 4.5.
4. Should any provided CitNOW Imaging phone hardware be lost or damaged by the Customer or Users, Customer shall be charged a replacement cost at the cost price of the specific model. If devices are upgraded/obsolete in the future the replacement cost could differ.
5. Any faulty phone will be replaced by CitNOW Imaging, without undue delay. If a phone is broken, CitNOW Imaging shall endeavour to have a replacement sent out the day of notification by next day delivery with tracking. Failure to fulfil a replacement due to a delay caused by the phone provider shall not constitute a breach of the License Agreement. Customer shall ensure that all faulty or broken phones shall be returned to CitNOW Imaging Headquarters without undue delay and, in any event, within 14 day(s) after receiving replacement. Failure to do so shall constitute a breach of the Licensing Agreement.
6. Cancellation of a Managed Device shall be in line with clause 5.3 of the Terms and Conditions, and shall not have the benefit of clause 1.1 (Break Clause) within this Licensing Agreement.

Annex A - Data Processing Annex

Scope and duration of processing: To provide the product and Services to the customer. Dealership staff data shall be held for as long as an active Agreement is in place. Consumer data shall be held in line with retention principles, but no longer than 2 years.
Categories of personal data: Dealership Staff names, email addresses and phone numbers. Consumer names, email addresses, phone numbers, and vehicle data.
Purpose of processing: to provide the Product and Services.
Subprocessors: CitNOW Subprocessors

Last updated: 18 Mar 2025

Licensing Agreement – CitNOW Triage and CitNOW Appraise

Published: 4 Mar 2025

CitNOW Triage and Appraise Product for EU (June 2024 Edition)

Zype TV Ltd (company number 06630126) t/a CitNOW and Vehicle Vision International Limited (“Vehicle Vision”) are both companies operating within the CitNOW Group. Zype TV Ltd (and certain of its affiliates operating the European Union) are authorised resellers of the Vehicle Vision Triage and Appraise Product applications on a subscription basis (“Product”). Both entities provide software solutions to their customers on a subscription basis. The Supplier shall be CitNOW and CitNOW are acting as an authorised reseller of Vehicle Vision and CitNOW shall procure that Vehicle Vision fulfils supply of the Product to the Customer on behalf of CitNOW (“Supplier”).

There are 2 Product subscriptions covered within the Licensing Agreement which are available on iOS, Android, and Desktop platforms: Triage and Appraise.

This Licensing Agreement is supplemental to the CitNOW Group Terms and Conditions (“Terms and Conditions”) and applies specifically to the Product subscriptions referenced above. If there is any conflict between the Order Form, the Terms and Conditions and this Licensing Agreement, the following order of priority shall apply:

the Order Form;
the Terms and Conditions; and
the Licensing Agreement(s)

Defined terms contained in this Licensing Agreement shall have the meaning given to them in the Terms and Conditions.

Term and Termination
1. Cancellation. Pursuant to clause 5.3 of the Terms and Conditions, the Customer may cancel this Licensing Agreement by giving no less than 90 days’ notice in writing prior to the end of the Initial Minimum Term or any Renewal Term, as applicable. Notice to terminate should be sent to customer@citnowgroup.com.
2. Continuance of the Terms and Conditions and other Licensing Agreements. To avoid doubt, unless the Agreement is terminated in whole pursuant to clause 5 of the Terms and Conditions, if the Customer has purchased other Products/Services which are the subject of a separate licensing agreement, the licensing agreement and Terms and Conditions in respect of such other Products/Services shall remain in full force and effect, notwithstanding termination of this Licensing Agreement.
3. Access Rights to Content upon Termination. On termination the Customer will no longer be able to access the Product. Further, if the Customer is a Dealer Group or an OEM, the Retailers in the Customer’s group will no longer be able to access the Product. Personal data may be retrieved upon request to Supplier, subject to retention periods.
4. Assignment. CitNOW may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Customer.
Use of Product
1. CitNOW Products. Customer can present either Product as a widget directly on their website or share their URL to Consumers directly. The Consumer shall input their Personal and Vehicle Information directly into the Product, which shall be shared with the Customer via e-mail or integration with another Customer product. Customer acknowledges that the primary use of the Product is to facilitate an open communication tool for appraising or pre-diagnosing vehicles between the Customer and the Consumer for ease of both the Customer and the Consumer in the activities of buying, selling, part-exchanging or the booking or pre-diagnostic inspections of a vehicle. No further use cases shall be permitted unless agreed in writing by CitNOW. Misuse shall incur a material breach of this Licensing Agreement. The Product being provided by CitNOW to Customer is for the benefit of;
  1. CitNOW Appraise. Appraising Consumer vehicles for purchasing or part exchange by the Customer;
  2. CitNOW Triage. Remotely pre-diagnosing issues with Consumer vehicles.
2. Fair Usage. Supplier reserves the right to impose a Fair Usage cap (“Fair Usage”) for the amount of look ups Customer may process per calendar month. This shall be reflected on the Order Form.
3. Transactions. Customer acknowledges that CitNOW are not a party to any transaction between Customer and Consumer and shall not be responsible for any manner whatsoever for any representations made by either Customer or Consumer. Customer further acknowledges that CitNOW is in no manner acting as an agent for either the Customer or Consumer and that Customer and Consumer shall be separately responsible and liable to one another for any transactions between the Partys.
4. Consumer Data. Consumers shall provide their Data, including Personal Data, directly into the Product, and CitNOW shall send this Data to Customer via email or integration with another Customer product. In line with clauses 6 and 7 of the CitNOW Group Terms and Conditions, Supplier acts as a Processor, and Customer remains the Controller. Customer warrants that data obtained solely through the Product shall only be utilised for the purpose of the Product.
Technical Support and Availability
1. Technical Support. During Customers subscription to the CitNOW Triage and/or Appraise, CitNOW shall make available to Customer technical support.
2. Contact. Customer agrees that CitNOW may use the contact details of Customer, or Customers employer, provided to CitNOW to assist Customer with the use of the Product and provide ongoing support. You may contact CitNOW for support using the following methods;
  - Email: support@vehicle-vision.com
  - Phone: +44 (0)116 216 8555

Annex A - Data Processing Annex

Scope and duration of processing: To provide the service. Duration is defined as for as long as we have an active contract between CitNOWand Customer. Consumer data retention is set by the tier of which Customer subscribes to.
Categories of personal data: Customer information – name, email address, job title, phone number. Consumer Information – name, email address, phone number, vehicle registration, VIN, vehicle health data.
Purpose of processing: to supply the Product to the Customer and Consumer for the facilitation of the Agreement.
Subprocessors: CitNOW Subprocessors

Last updated: 18 Mar 2025