Published on: 5 Oct 2023
Licensing Agreement – CitNOW
CitNOW Product (October 2023 Edition)
Zype TV Ltd (t/a CitNOW) (“CitNOW”) provides CitNOW Product solutions on a subscription basis (“CitNOW Product”). There are 4 main product subscriptions which are available on iOS, Android, and Desktop platforms: Workshop, Sales, Web and Bodyshop. Supplementary parts of the platform include, but are not limited to, the Dashboard and Reporting. Where the Supplier is not CitNOW, the Supplier shall act as an authorised reseller of CitNOW and the Supplier shall procure that CitNOW fulfils supply of the CitNOW Products to the Customer on behalf of the Supplier.
This Licensing Agreement is supplemental to the CitNOW Terms and Conditions (“Terms and Conditions”) and applies specifically to the CitNOW Product subscriptions referenced above. 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.
CitNOW 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 CitNOW Product Initial Term begins. If no training is provided, invoicing shall commence from Contract date.
CitNOW Product Initial Term: the initial period of this Licensing Agreement, as detailed in the Order Form and calculated from the CitNOW 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.
Kit: any equipment We provide to You if ordered within the Order Form or as an Add On as provided for part of the Subscription. The inclusions of the Kit will be listed in Section 3 of the Order Form.
- Term and Termination
- Break Clause. For the purpose of CitNOW Products, 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 CitNOW Product, the Customer is advised to contact email@example.com to ensure it is using the CitNOW Product to its full potential. If the Customer remains unsatisfied, the Customer may cancel its subscription for CitNOW Product within the first ninety (90) days of the CitNOW 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 CitNOW Product. No further Fees for the CitNOW 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 Agreement. CitNOW shall also have the right to cancel the supply of the CitNOW 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 Product, this Licensing Agreement shall terminate on expiry of the ninety (90) day notice period.
- 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.
- Access Rights to Content upon Termination. On termination the Customer will no longer be able to access the CitNOW 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 Product. Personal data may be retrieved as outlined in the CitNOW Privacy Notice.
- Technical Support and Availability
- Technical Support. During Customers subscription to the CitNOW Product, CitNOW shall make available to Customer technical support.
- Contact. You may contact CitNOW for support using the methods advertised on the CitNOW Website. 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 CitNOW Product and provide ongoing support.
- Tiers and Retention. In accordance with clause 1.5 of the CitNOW Group Terms and Conditions (Product Tiers) the CitNOW Products are available in tiered offerings, Standard, Plus and Pro. Features shall be available within each Product Tier Offering. Maximum retention of Consumer Data and Content shall be determined by the Tier Customer subscribes to of the CitNOW Product, in line with our retention policies.
- Kit Terms
- Kit. If contracted to, as set out in the Order Form, CitNOW can make available to Customer suitable Kit, which may include but is not limited to windjammers, trip-pods and mobile devices. Fees for kit shall be paid in accordance with Section 4 of the Order Form, and Clause 4 of the Terms and Conditions.
- Customer acknowledges and accepts that:
- the mobile device contained within the Kit will remain the property of CitNOW;
- Upon termination of the contract, Customer must return mobile device(s) to CitNOW office as detailed on the heading of the Order Form within fourteen (14) days. Customer is liable for delivery of the mobile device until such time as CitNOW receives delivery safely.
- attempts to modify or jailbreak the mobile device shall constitute a breach of Clause 9 and clause 10.3 of the Terms and Conditions.
- Any inclusions within the Kit which is supplied may not be brand new, however CitNOW shall procure that it shall be in good condition and fit for purpose. In all cases, Kit not fit for purpose shall be replaced in line with clause 3.5.
- Should any provided CitNOW mobile device contained within the Kit be lost or damaged by the Customer or Users, Customer shall be charged a replacement cost at the cost price of the specific model. If devices are upgraded/obsolete in the future the replacement cost could differ.
- Mobile devices shall be replaced by CitNOW without undue delay following a customer request, though there may be charges in line with clause 3.4. Failure to fulfil a replacement due to a delay caused by the third-party provider shall not constitute a breach of the Agreement. Customer shall ensure that all faulty or broken phones shall be returned to CitNOW Office without undue delay and, in any event, within 14 day(s) after receiving replacement. Failure to do so shall constitute a breach of the 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 CitNOW and Customer. Consumer data retention is set by the Product Tier Customer has subscribed to.
- Categories of personal data: Dealership staff name, email address and phone numbers. Consumers names, email addresses, phone numbers, Vehicle data including, but not limited to Registration, VIN and vehicle health data
- Purpose of processing: To provide the video solution to Customer
- Subprocessors: CitNOW - Zype TV Subprocessors