CitNOW Showroom360, CitNOW Marketing360 and CitNOW Aftersales360 (June 2025 Edition)

Zype TV Ltd (“CitNOW” and “Supplier”) provides software licences, consultancy and/or support service solutions to customers.

This Licensing Agreement is supplemental to the CitNOW Group Terms and Conditions (“Terms and Conditions”) and applies specifically to the Products and Services (including the Set Up Services) supplied by CitNOW to the Customer. In addition to the Terms and Conditions, Order Form and this Licensing Agreement, any Statements of Work entered into between CitNOW and the Customer shall also form part of the Agreement between the parties (where applicable). 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. he relevant Statement of Work;
3. the Terms and Conditions; and
4. the Licensing Agreement(s)

Capitalised 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.

• Affiliates; in relation to a party, any entity controlling, controlled by or under common control with such party and “control” shall have the meaning given to it in section 1124 of the Corporation Tax Act 2010.
• Customer Data; means any consumer data and/or any data including, without limitation, personal data owned or controlled by the Customer.
• Licences; the licences to use the Software to be supplied to the Customer by CitNOW pursuant to the Agreement.
• Product; in this Licensing Agreement, reference to the Product shall mean the supply of Licences to use the Software (named Showroom, Marketing and Aftersales 360) and any other configurations and/or developments to the Software, supplied by CitNOW pursuant to the Services / Set Up Services, to refine the Software to meet the requirements of the Customer.
• Professional Services; means any professional services, excluding the Set Up Services, which are supplied by CitNOW to the Customer, as more fully detailed in a Statement of Work, and any reference in the Terms and Conditions to Services shall be deemed to include Professional Services supplied pursuant to this Licensing Agreement.
• Org; has the meaning given to it in clause 1.5 below.
• Salesforce; means Salesforce UK Limited (company number 05094083) whose registered office is at Floor 26, Salesforce Tower, 110 Bishopgate, London, EC2N 4AY.
• Salesforce Terms; means the terms applicable to the Software from time to time, with which the Customer must comply, and procure compliance with by Users, in order to use the Software, available on the Salesforce website.
• Software; the Software described in the Order Form in respect of which CitNOW will grant the Customer the Licences, and which the Customer acknowledges includes (in this Licensing Agreement) Third Party Software made available by Salesforce.
• Statement of Work or "SOW"; the statement of work outlining the plan for delivery of the Set Up Services and/or other Services, which includes a specification containing the details of the Set Up Services and/or other Services to be provided by CitNOW to the Customer.
• Term; has the meaning given to it in clause 1.2 below.

1. Licensing
   1. CitNOW has been given permission by Salesforce to re-sell the Licences, as part of the Product, to the Customer. The Customer acknowledges that the Licences relate to software developed by Salesforce, not CitNOW, and the Licences are made available to the Customer subject always to the Customer agreeing to be bound by and complying with the Salesforce Terms, which Salesforce require CitNOW to impose on the Customer. The Customer acknowledges that, for the purposes of this Licensing Agreement, it is contracting solely with the Supplier and is not entering into a contractual relationship with Salesforce.
   2. In consideration of the Customer paying the Fees for the Licences, CitNOW shall grant to the Customer a non-exclusive, non-transferable, licence to use, and to allow Users to use the Software for its business purposes for the Product Initial Term and any Renewal Term(s) (the “Term”). The Licences do not extend to any other entity or company, and the Customer agrees that its Affiliates may not use the Software which relates to the Licences unless this is expressly agreed in writing, in the Order Form. For the avoidance of doubt, nothing in this Agreement shall operate to transfer any intellectual property rights in the Software to the Customer.
   3. The Supplier shall, with effect from the Subscription Start Date or any applicable dates as agreed by the Parties within a Statement of Works, make the latest version of the Software available to the Customer subject to the terms of this Agreement. Further the Supplier shall make available to the Customer, during the Term, such updates and/or new releases to the Software as such updates or new releases become generally available, as defined and released by Salesforce.
   4. The Customer shall, and shall procure that the Users shall:
      1. comply with the Salesforce Terms in force from time to time;
      2. not assign, lease, rent, loan, transmit, network or otherwise distribute or make available the Software outside the licensing agreements held herein or without the prior written consent of CitNOW;
      3. take steps to keep the Software secure and safeguard it from theft or from access by unauthorised persons;
      4. not (and shall not permit any third party to) reverse engineer, decompile or disassemble the Software; and
      5. not permit any entity or any of its Affiliates to use or access the Software unless expressly permitted by this Agreement and/or agreed in advance in writing with CitNOW.
   5. As part of the Licences, the Customer may be allocated an “Org” which means a separate set of specific customisations held by Salesforce in a logically separated database for the Customer’s instance of the product / service branded as “Marketing Cloud”. The Customer shall ensure that only Users with the requisite permissions have access to the Org. Further, to the extent that any personal data belonging to the Customer is processed through the Org, the Customer shall ensure that such processing is undertaken in accordance with the requirements of the applicable Data Protection Legislation.
   6. The Customer understands that the Org may not be transferred between it and any other entities, whether an Affiliate of the Customer or otherwise, and the Org may not be used for the benefit of any other entity. Only Users of the Customer will be granted access to the Customer’s Org.
   7. The Customer acknowledges and agrees that its access to the Org may be suspended or terminated pursuant to the terms of Supplier's separate agreement with Salesforce, however, notwithstanding any such suspension or termination, it shall still be liable to pay the Fees specified under the Terms and Conditions and this Licensing Agreement. In no case will any such termination or suspension give rise to any liability of Supplier to the Customer, including for a refund or damages.
   8. The Customer acknowledges that the Software may be subject to certain usage limitations, as put in place by Salesforce. If the Customer exceeds any usage limitations applicable to the Software, CitNOW reserves the right to pass on to the Customer any charges imposed upon it by Salesforce in relation to such excess use.
   9. The Customer acknowledges that from time to time Salesforce may update the Salesforce Terms. The Customer’s continued use of the Software shall be deemed to constitute acceptance by the Customer of the updated Salesforce Terms.
   10. The Customer will allow CitNOW to have access to its records and computer systems so that CitNOW can audit the Customer’s use of the Software to verify that the Customer is complying with the terms of this Agreement. Such access shall be subject to any conditions or restrictions which the Customer may reasonably place on CitNOW.
   11. The Customer acknowledges and agrees that the Salesforce Terms and product specific terms in respect of the Salesforce Software are to the benefit of and enforceable by Salesforce as a third party beneficiary.
2. Services and Set Up Services
   1. Depending on the Customer’s requirements and objectives, CitNOW may work with customer to create a Statement of Work for delivery of the Set Up Services and/or any other Services which CitNOW agrees to supply to the Customer. A Statement of Work may not always be required. In some cases, depending on the nature of the Services and/or Set up Services, there may be several linked Statements of Work.
   2. CitNOW shall provide the Services and Set Up Services in a professional and diligent manner, using reasonable skill and care, in accordance with good industry practice and (where applicable) in accordance with the Statement of Work.
   3. CitNOW uses reasonable endeavours to meet any timings specified in the Statement of Work for delivery of the Services and/or the Set Up Services, but it does not guarantee that the Services and/or the Set Up Services shall be supplied in accordance with any such timings.
   4. CitNOW reserves the right to alter the scope of the Products / Services / Set Up 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 / Set Up Services or functionality of the Products, CitNOW shall notify the Customer of such alteration in advance.
   5. The Customer shall:
      1. cooperate with CitNOW in all matters relating to the Services / Set Up Services and appoint an individual of sufficient seniority who shall have the authority to contractually bind and operate on behalf of the Customer in all matters relating to the Statement of Work;
      2. provide in a timely manner such information as CitNOW may reasonably request in relation to the Services / Set Up Services and ensure such information is accurate in all material respects;
      3. provide in a timely manner access to the Customer’s staff, premises and data, including where necessary access to office accommodation and other facilities as is reasonably requested by CitNOW in order to perform the Services / Set Up Services;
      4. prepare its premises for receipt and use of the Services / Set Up Services;
      5. keep CitNOW informed of any incidents, issues or changes which could affect provision of the Services / Set Up Services including any changes relating to or issues concerning the Customer’s premises, systems and/or personnel.
3. Acceptance of Services and/or Set Up Services
   1. Following completion of the Set Up Services and/or Services, where applicable the Customer shall promptly (meaning within ten (10) working days or such longer period as the parties agree in writing is appropriate) carry out such tests as it deems appropriate in order to verify that the Set Up Services/Services meet the Customer’s criteria and requirements as detailed in the Statement of Work. The parties shall specify in the relevant Statement of Work if testing is to be carried out by the Customer.
   2. Following testing by the Customer, the Customer shall confirm to CitNOW in writing if the Set Up Services have passed testing. If the Set Up Services have not passed testing by the Customer, the Customer shall notify CitNOW in writing, providing details of the failure, and CitNOW shall promptly correct the issue and re-submit the Set Up Services for testing by the Customer. The Customer will confirm in writing when the Set Up Services have passed testing. Notwithstanding this, the Customer will be deemed to have accepted the Set Up Services if:
   3. the Customer uses the Software in its operational environment; or
   4. the Customer fails to engage with the testing process within 7 working days of CitNOW confirming that the Set Up Services are ready to be tested.
   5. If the Customer requires any changes to be made to the Services / Set Up Services, or wishes to change or make additional requests in respect of the Product, such requests shall be dealt with in accordance with clause 4.
4. Changes
   1. If the Customer requires a change to the Services/ Set Up Services and/or wishes to change the scope of its requirements in respect of the Product (a “Change”), 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 Service(s)/Set Up Services, 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 Statement of Work or prepare a new Statement of Work. Any Change agreed in writing by the parties shall form part of the Agreement.
5. Support Services
   1. Where applicable, CitNOW shall provide first line support services in respect of the Product. Where necessary, CitNOW shall determine if a support issue needs to be escalated to Salesforce for resolution and, in such instances, shall liaise with Salesforce to resolve the issue. The Customer shall not be permitted to seek direct support from Salesforce.
   2. The Statement of Work shall specify if support services are to be supplied to the Customer in respect of the Product, and details of how support services can be accessed shall be contained in such Statement of Work.
6. Intellectual Property Rights
   1. Unless otherwise agreed between the parties, all intellectual property rights in and to the Software shall belong to Salesforce and/or its licensors. All intellectual property rights in the Product (excluding the Software), the Services and/or the Set Up Services shall belong to CitNOW and/or its licensors.
   2. CitNOW acknowledge that any data inputted by or processed by the Customer through the Software (“Customer Data”) shall be the property of the Customer and neither CitNOW nor Salesforce shall have any proprietary rights thereto.
   3. CitNOW gives no guarantees or warranties in relation to the Software other than those given by Salesforce in the Salesforce Terms and/or its literature relating to the Software. CitNOW does not warrant that use of the Software will be uninterrupted or error free.
   4. The Customer shall indemnify and defend CitNOW against any losses the Supplier suffers or incurs arising out of any claim, demand, suit or proceedings made or brought against CitNOW and/or Salesforce (i) by a third party alleging (a) that any Customer Data or use of the Customer Data with the Software; or (b) the use, interface or combination of any software or third party application which the Customer requires to interact with the Software; infringes the rights of such third party or (ii) use of the Software in a manner which is unlawful or is in breach of the Agreement.
7. Liability
   1. The Product is designed to facilitate the delivery of messages and/or communications on behalf of the Customer, to the Customer’s chosen recipients. The Customer acknowledges and understands that CitNOW is not responsible for, and the Product will not determine the medium for delivery of such messages and/or communications. Further, CitNOW is not responsible, and will not provide any advice to the Customer as regards the legality and/or lawfulness of such messages and communications. The Customer is entirely responsible for (1) determining the medium and method it wishes to use to send communications and messages to recipients; and (2) ensuring such communications and messages are compliant with all laws in force in the countries to which messages and communications are delivered. The Customer agrees to indemnify, defend and hold CitNOW, Salesforce, aggregators (as defined in the Salesforce Terms and their respective Affiliates harmless from and against any claim or loss arising from or relating to (1) the medium chosen by the Customer to send communications and/or messages using the Product; (2) the Customer Data contained in or used to send such communications and/or messages using the Product; and/or (3) a failure by the Customer to comply with applicable laws when sending messages and/or communications using the Product. For the avoidance of doubt, it shall be the obligation of the Customer to collect the relevant consent or other lawful basis for usage of Customer Data.
8. 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 of this Licensing Agreement, the Customer’s right to use the Product and Software shall immediately cease. To avoid doubt, where there are multiple Statements of Work in place under which different Products and/or Services are supplied, it is possible a Statement of Work to be terminated in accordance with its terms without affecting the validity of other Statements of Work in effect.
9. Payment of Fees
   1. Customer acknowledges that for the purpose of this Licensing Agreement and Product, the terms herein this clause 9 shall replace the terms of clause 4 (Payment of Fees) within the CitNOW Group Terms and Conditions.
   2. Payment Terms. For the purpose of the CitNOW Auto360 Product and any Services herein; Fees shall be captured within the agreed Statement of Works and shall be payable in the payment terms and frequency set therein.
   3. Initial Invoice. Initial invoice shall be sent to Customer as detailed and in line with the Statement of Works and shall detail any Fees as well as Set Up Fees or other Fees as detailed within the Statement of Works.
   4. Failure to make Payment. The Supplier may suspend or terminate Customer access to the Products and/or Services without notice if Fees are not paid on the due date for payment. Customer acknowledges that Supplier may be charged for late payment by Salesforce and Customer shall be liable for any such late payment fees, interest or additional Fees as imposed by Salesforce.
   5. Adjustment of Fees. The Fee’s payable by Customer to Supplier shall be detailed in the Statement of Works and shall set out the Fee’s payable for each year of the Initial Term. The Supplier may increase the Fees payable by the Customer by giving the Customer no less than 30 days’ notice in writing prior to any Renewal Term. In the event Supplier development costs, or costs imposed by third parties providing the software or service, cause an increase Supplier may reflect these higher costs within the Fees, but must provide Customer with evidence of such increased costs. Any Fees which may be payable by the Customer as set out in the Statement of Works (e.g, day rates, travel costs etc.) will be properly incurred by the Supplier. Should the Supplier anticipate these rates to be significantly higher than what the Supplier would reasonably expect, the Supplier shall endeavour to provide Customer with as much reasonable notice as it can before incurring such costs.
   6. Where a Statement of Work provides that the Fees for the Services shall be calculated on a fixed price, the total price for the Services shall be the amount set out in the Statement of Work. The price shall be paid to the Supplier as set out in the Statement of Work upon achievement of the applicable milestone or, if more than one, each applicable milestone. On achieving a milestone, the Supplier shall invoice the Customer for the applicable Fees.
   7. Any fixed price contained in a Statement of Work does not include the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the Supplier's project team in connection with the Services (such expenses to be pre-agreed with the Client), but does include the cost of any materials or services reasonably and properly incurred by the Supplier for the supply of the Services. These shall be outlined as expenses, where possible, within the SOW.
   8. Notwithstanding any other provision of this Licensing Agreement, all Fees which have become or which will become payable to the Supplier under any Statement of Work, including any work done but not yet invoiced (but not to include work which has not been undertaken) shall become due immediately on termination of the relevant Statement of Work. This clause 9.8 is without prejudice to any right to claim for interest under the law, or any other rights of the parties under the Agreement or otherwise.
10. Third Party Rights
    Nothing contained in this Licensing Agreement confers or purports to confer on any third party any benefit or any right to enforce the terms of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999, save to the extent that benefits are expressly conferred on Salesforce by clause 1 of this Licensing Agreement.

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 Supplier 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, conversations history between Dealership and Consumer, vehicle health data, vehicle purchase history
• Purpose of processing: To provide the Services and Products as described
• Subprocessors: Salesforce Inc and Amazon Web Services