DEALERWEB Showroom and React (October 2023 Edition)

Eight Technology Limited (t/a Dealerweb) (“Dealerweb”) provides software customer relationship management and lead management solutions to their customers on a subscription basis. Where the Supplier is not Dealerweb, the Supplier shall act as an authorised reseller of Dealerweb and the Supplier shall procure that Dealerweb fulfils supply of the Dealerweb Products to the Customer on behalf of the Supplier.

Where Dealerweb is not the Supplier for the purposes of the Agreement, references to Dealerweb in this Licensing Agreement shall mean Dealerweb acting on behalf of the Supplier.

There are two main Dealerweb product subscriptions, Showroom and REACT, which are available on Web, iOS and Android. Each of these are available with different features.

This Licensing Agreement is supplemental to the CitNOW Terms and Conditions (“Terms and Conditions”) and applies specifically to the Dealerweb 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.

Additional Definitions

Dealerweb Product Commencement Date: the date on which supply of the Product 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 Dealerweb Product Commencement Date shall be the date the Customer first uses the Product in a live operational environment.

Dealerweb Product Initial Term: the initial period of this Licensing Agreement, as detailed in the Order Form and calculated from the Dealerweb 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.

Project Plan; the statement of work outlining the plan for delivery and implementation of the Products including a specification containing the details of the Set Up Services to be provided by Dealerweb to the Customer.

PAF Data; the Royal Mail postcode address file data service which, where the Customer has opted to take such feature as part of the Product (as detailed in the Order Form / Project Plan), is incorporated into the Product.

1. Dealerweb Products
   1. Depending on the Customer’s requirements and objectives, Dealerweb 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. Dealerweb shall provide the 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. Dealerweb uses reasonable endeavours to meet any timings specified in the Project Plan for delivery of the Services, but it does not guarantee that the Services shall be supplied in accordance with any such timings.
   4. Dealerweb 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, Dealerweb or the Supplier 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 Dealerweb 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 Dealerweb 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 Dealerweb 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 Dealerweb shall implement the Change on the Customer’s behalf. The Customer acknowledges that if a Change is significant, Dealerweb 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.
   6. Where requested by the Customer, and subject to payment of the relevant Fees by the Customer, Dealerweb shall:
      1. Provide training in the use of the Product; and
      2. Assist in the creation of bespoke reporting to the Customer, however such reporting features (not data) shall be the property of Dealerweb
2. Verification
   1. In line with clause 1.1, subject to a Project Plan being required, Dealerweb and the Customer shall work together to verify that the Set Up Services have been supplied by Dealerweb and have met the objectives detailed in the Project Plan. If during such verification process, any issues are identified by Dealerweb and/or the Customer, Dealerweb will address such issues as part of the verification process.
   2. Upon completion of the verification process and subsequent Set Up Services, the Customer shall confirm to Dealerweb in writing in the form of an “Implementation Sign Off” document, that the Set Up Services are complete and the Product is ready for use in the Customer’s operational environment. Notwithstanding this, the Customer will be deemed to have accepted the Product if:
      1. the Customer uses the Product in its operational environment; or
      2. the Customer fails to engage with the verification process within 15 business days of Dealerweb confirming that it is ready to perform the verification process with the Customer.
3. Support
   1. Dealerweb shall provide Customer with Support as outlined on the Dealerweb Website.
4. 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 the Dealerweb 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 Dealerweb Product. Personal data may be retrieved as outlined in the Dealerweb Privacy Notice.
5. PAF Data
   1. This clause 4 shall only apply where Customers have opted to take the PAF Data service as part of the Product, as detailed in the Order Form.
   2. The Customer’s use of the PAF Data service shall be subject to the Royal Mail’s terms and conditions for use of the PAF Data Where applicable, the Customer warrants that it, and its Users, shall at all times during the term of this Agreement comply with the Royal Mail PAF Database End User Terms. The Customer shall indemnify Dealerweb and any other member of the CITNOW Group in respect of any losses suffered or incurred by RTC as a result of or in connection with a breach of the PAF Data Terms by the Customer.
   3. Dealerweb may terminate this Licensing Agreement and the Customer’s licence to use the PAF Data service if the Customer:
      1. Commits any act or omission which may damage the reputation of the Royal Mail or bring the Royal Mail into disrepute;
      2. Discloses any information relating to the business of Royal Mail which is specified by Royal Mail as being confidential.
   4. The PAF Data Terms shall automatically end if Dealerweb’s licence agreement with the Royal Mail for use of the PAF Data service is terminated.
   5. Dealerweb shall arrange for PAF Data software updates to be incorporated into the Product within three months of such updates being issued to Dealerweb in an acceptable and readable manner.
   6. Royal Mail shall be entitled to directly enforce the PAF Data Terms by virtue of the Contracts (Rights of Third Parties) Act 1999.

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 Dealerweb 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, FCA answers (where applicable) vehicle health data, vehicle purchase history.
• Purpose of processing: provide software customer relationship management and lead management solutions
• Subprocessors: Subprocessors | Dealerweb