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:

1. the Order Form;
2. the Terms and Conditions; and
3. 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.

1. 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.
2. 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.
3. 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.
4. 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.