CitNOW Conversations (August 2023 Edition)

Zype TV Ltd (Company number 06630126) t/a 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 (the Web1on1 Product, offered in tiers, sold by CitNOW). Web1on1 is the owner and developer of the Web1on1 SDK and API’s which power the CitNOW Conversations Product and Product.

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 and applies specifically to CitNOW Conversations. 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). 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

1. CitNOW Conversations Product Partner: a corporate entity that acts as an authorised CitNOW Conversations partner providing Services to Customers on behalf of CitNOW.
2. 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).
3. De-identified Data: all Customer Data that is not personal data, excluding any data that is Consumer Data.
4. 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.
5. 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.
6. CitNOW Conversations Product Commencement Date: the date on which CitNOW provides the first training sessions to the Customer in respect of the Product and shall be the date the Initial Term begins. If no training is provided, invoicing shall commence no later than 30 days from Contract date.
7. CitNOW Conversations Product Initial Term: the initial period of this Licensing Agreement, as detailed in the Order Form and calculated from the Commencement Date unless such initial period is extended to align with other Product subscriptions pursuant to clause 5.1 of the Terms and Conditions.
8. 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.

1. 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 Customers 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
   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 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 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 this 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.
2. 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 (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.
3. Usage Rules
   1. The following usage requirements apply to the use of the CitNOW Conversations Product by Users. 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;
   2. 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 unauthorized 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.
   3. 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.
4. 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.
5. Term and Termination.
   1. Break Clause. For the purpose of CitNOW Conversations, Customer is granted a Break Clause for Termination, to replace clause 5.3 (Termination for Convenience) in the CitNOW Group Terms and Conditions. If the Customer is unsatisfied with the CitNOW Conversations Product, the Customer is advised to contact customer@citnowgroup.com to ensure it is using the CitNOW Conversations Product to its full potential. If the Customer remains unsatisfied, the Customer may cancel its subscription for the CitNOW Conversations Product within the first ninety (90) days of the Initial Term or any Renewal Term.  If the Customer exercises its right to cancel under this clause, it shall only be required to pay the Fees incurred up to the end of the cancellation period for the CitNOW Conversations Product. No further Fees for CitNOW Conversations Product shall be payable.  If the Customer does not exercise its right to cancel under this clause, then after the ninety (90) day period has expired, the Agreement shall continue for the Initial Minimum Term.  To avoid doubt, this break clause shall not apply to any other Product(s) Customer has subscribed to under the CitNOW Group Terms and Conditions. CitNOW shall also have the right to cancel the supply of the CitNOW Conversations Product by giving the Customer 90 days’ notice in writing at the start of any Renewal Term for such Product.  If CitNOW gives notice in respect of CitNOW Conversations Product, this Licensing Agreement t shall terminate on expiry of the ninety (90) day notice period.
   2. Consequences of termination. On termination of this Licensing Agreement and the subscription to use the 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 in the Web1on1 Privacy Notice.
6. 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 theCitNOW 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: Up to date version of subprocessors can be found on the Web1on1 website at all times here.