CitNOW Triage and Appraise (December 2023 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 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

Product Commencement Date: the date on which Supplier provides the first training sessions to the Customer in respect of the Product and shall be the date the Product Initial Term begins. If no training is provided, invoicing shall commence from Contract start date.

Product Initial Term: the initial period of this Licensing Agreement, as detailed in the Order Form and calculated from the Product Commencement Date unless such initial period is extended to align with other Product subscriptions pursuant to clause 5.1 of the Terms and Conditions.

1. Term and Termination
   1. Break Clause. For the purpose of CitNOW Triage and/or Appraise, Customer is granted a break option to terminate this Licensing Agreement which replaces clause 5.3 (Termination for Convenience) in the Terms and Conditions. If the Customer is unsatisfied with the Product, the Customer is advised to contact customer@citnowgroup.com to ensure it is using the Product to its full potential. If the Customer remains unsatisfied, the Customer may cancel its subscription for CitNOW Triage and/or Appraise within the first ninety (90) days of the Product 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 Product. No further Fees for this Product specifically 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 Agreement. CitNOW shall also have the right to cancel the supply of the 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 Triage and/or Appraise, this Licensing Agreement shall terminate on expiry of the ninety (90) day notice period.
   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. 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.
2. 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 Agreement.
      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. 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.
3. 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: Subprocessor Policy