CitNOW Insights (May 2024 Edition)

Zype TV Ltd (Company number 06630126) t/a CitNOW and Real Time Communications Limited (t/a RTC) (“RTC”) are both companies operating within the CitNOW Group. Zype TV Ltd (and certain of its affiliates operating in the European Union) are authorised by RTC to resell the product known as “CitNOW Insights”. CitNOW Insights is a business intelligence and analytics solution made available by RTC on a subscription basis. CitNOW is an authorised reseller of RTC and CitNOW shall procure that RTC fulfils supply of CitNOW Insights to the Customer on behalf of CitNOW References to RTC in this Licensing Agreement shall mean RTC 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 subscriptions purchased by the Customer to use CitNOW Insights. 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

CitNOW Insights; the Product supplied by RTC pursuant to this Licensing Agreement being a software-based business intelligence solution that aggregates and analyses data in order to forecast and predict results and facilitate quick decision making based on a single uniform view of a Customer’s data.
CitNOW Insights Commencement Date; the date on which supply of CitNOW Insights begins, which shall be as agreed by the Supplier and the Customer in writing, and where no date is agreed in writing by the parties the CitNOW Insights Commencement Date shall be the date on the Order Form.
CitNOW Insights Initial Term; the initial period of this Licensing Agreement, as detailed in the Order Form and calculated from the CitNOW Insights Commencement Date unless such initial period is extended to align with other Product subscriptions pursuant to clause 5.1 of the Terms and Conditions.
Project Plan; the statement of work outlining the plan for delivery of the Set Up Services, which includes a specification containing the details of the Set Up Services to be provided by RTC to the Customer.

1. Services
   1. 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.
   2. RTC shall provide the 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 Project Plan.
   3. RTC 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. RTC reserves the right to alter the scope of CitNOW Insights and/or the Services 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 or functionality of CitNOW Insights, RTC shall notify the Customer of such alteration in advance.
   5. Where requested by the Customer, and subject to payment of the relevant Fees by the Customer, RTC shall: provide training in the use of CitNOW Insights.
2. Verification
   1. Following completion of the [consultation process], RTC and the Customer shall work together to verify that the Set Up Services have been supplied by RTC and have met the objectives detailed in the Project Plan. If during such verification process, any issues are identified by RTC and/or the Customer, RTC will address such issues as part of the verification process. Any further scope of specification requirements out with the Project Plan during this verification process may incur further costs which RTC and Customer shall agree upon, in writing or within an additional Project Plan in line with clause 3 “Changes to Services”.
      1. 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. Upon completion of the verification process and subsequent Set Up Services, the Customer shall confirm to RTC in writing in the form of an “Implementation Sign Off” document, that the Set Up Services are complete and CitNOW Insights is ready for use in the Customer’s operational environment. Notwithstanding this, the Customer will be deemed to have accepted CitNOW Insights if:
      1. the Customer uses CitNOW Insights in its operational environment; or
      2. the Customer fails to engage with the verification process within 7 business days of RTC confirming that it is ready to perform the verification process with the Customer.
3. Changes to Services
   1. If the Customer requires a change to the Services (including the Set Up Services) (a “Change”), the Customer will notify RTC 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 RTC 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) any other relevant information.
   2. The Customer shall promptly consider the Change Control Note and notify RTC 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 RTC shall implement the Change on the Customer’s behalf. The Customer acknowledges that if a Change is significant, RTC 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.
4. CitNOW Insights
   1. CitNOW Insights facilitates the collation of the Customer’s data from multiple sources and subsequent analysis of such data on an automated basis. The Customer understands and acknowledges that the metrics and reports generated by CitNOW Insights are automatically generated based solely on the data and information to which CitNOW Insights is given access. Accordingly, no liability is accepted by RTC and/or its licensors for any reliance placed by the Customer on the analysis, metrics and reports generated using CitNOW Insights.
   2. In line with clause 4.1, the Customer understands and acknowledges that in the event of aggregating data from Third Party Platforms for the purpose of generating the metrics and reports from CitNOW on the Customer instruction, said metrics and reports shall be based on the accuracy and quality of this data. Accordingly, no liability is accepted by RTC and/or its licensors for any reliance placed by the Customer on the analysis, metrics and reports generated using CitNOW Insights.
   3. The Customer acknowledges that in order for CitNOW Insights to collate and analyse the Customer’s data, it is necessary for the Customer to grant RTC non-exclusive, limited, royalty free licence during the term of this Licensing Agreement to access, view, collate and analyse the Customer’s data.
5. Usage Limitations The Customer undertakes that:
   1. the maximum number of Retailers that it authorises to access and use CitNOW Insights shall not exceed the number of subscriptions it has purchased for CitNOW Insights;
   2. it shall permit RTC to audit the number of CitNOW Insights’ subscriptions it has in place to verify that the correct number of subscriptions have been purchased. Such audit may be conducted no more than once per quarter, at RTC’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
   3. if any of the audits referred to in clause 5.2 reveal that the Customer has underpaid Fees, then without prejudice to RTC’s other rights, the Customer shall pay an amount equal to such underpayment within 10 business days of the date of the relevant audit.
6. 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 CitNOW Insights. 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 CitNOW Insights. Personal data may be retrieved as outlined in the RTC Privacy Notice: https://www.rtcauto.co.uk/privacy-policy/

Annex A - Data Processing Annex

• Scope and duration of processing: Data shall be processed in line with the Group Terms and Conditions and this Licensing Agreement, for facilitation of the Product from CitNOW to the Customer. Duration shall be for as long as we have an active Agreement with Customer.
• Categories of personal data: Customer staff names, Consumer names, email addresses, phone numbers and addresses, Consumer vehicle details including , VIN, and vehicle registration health data
• Purpose of processing: To provide the Service to Customer.
• Subprocessors: View subprocessors