Published on: 10 Oct 2023
Licensing Agreement – Real Time Communications
Real Time Communications (October 2023 Edition)
Real Time Communications Limited (t/a RTC) (“RTC”) provides software customer relationship management solutions to their customers on a subscription basis. Where the Supplier is not RTC, the Supplier shall act as an authorised reseller of RTC and the Supplier shall procure that RTC fulfils supply of the RTC Products to the Customer on behalf of the Supplier.
Where RTC is not the Supplier for the purposes of the Agreement, 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 the RTC Products. 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.
- Licensed Sites; each location of the Customer that is entitled to access and use the Software, as detailed or referenced in the Order Form.
- 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.
- 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.
- RTC 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 RTC Product Commencement Date shall be the date the Customer first uses the Product in a live operational environment.
- RTC Product Initial Term; the initial period of this Licensing Agreement, as detailed in the Order Form and calculated from the RTC Product Commencement Date
- Sites; any location of the Customer from which it operates and/or trades unless such initial period is extended to align with other Product subscriptions pursuant to clause 5.1 of the Terms and Conditions.
- Depending on the Customer’s requirements and objectives, RTC may work with customer to create a Project Plan for delivery of the Set Up Services. A Project Plan may not always be required.
- 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.
- 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.
- RTC reserves the right to alter the scope of the Products / 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 or functionality of the Products, RTC shall notify the Customer of such alteration in advance.
- Where requested by the Customer, and subject to payment of the relevant Fees by the Customer, RTC shall:
- install the Products on the Customer’s hardware;
- Provide training in the use of the Products; and/or
- Provide an SMS text service to enable the Customer to contact Consumers and provide them with offers, information and associated services.
- 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.
- 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 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:
- the Customer uses the Product in its operational environment; or
- the Customer fails to engage with the verification process within 15 business days of RTC confirming that it is ready to perform the verification process with the Customer.
- Changes to Services
- f 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.
- 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.
- Users In relation to Users, the Customer undertakes that:
- the maximum number of Retailers that it authorises to access and use the Product shall not exceed the number of Licensed Sites in place;
- it shall maintain a written, up to date list of Licensed Sites and provide such list to RTC within 5 business days of the written request at any time or times;
- it shall permit RTC to audit the number of Product subscriptions the Customer has in place to verify that the correct number of subscriptions have been purchased for the number of Licensed Sites. 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;
- if any of the audits referred to in clause 4.3 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.
- PAF Data
- This clause 5 shall only apply where Customers have opted to take the PAF Data service as part of the Product, as detailed in the Order Form.
- 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. (“PAF Data Terms”). The Customer shall indemnify RTC 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.
- RTC may terminate this Licensing Agreement and the Customer’s licence to use the PAF Data service if the Customer:
- Commits any act or omission which may damage the reputation of the Royal Mail or bring the Royal Mail into disrepute;
- Discloses any information relating to the business of Royal Mail which is specified by Royal Mail as being confidential.
- The PAF Data Terms shall automatically end if RTC’s licence agreement with the Royal Mail for use of the PAF Data service is terminated.
- RTC shall arrange for PAF Data software updates to be incorporated into the Product within three months of such updates being issued to RTC in an acceptable and readable manner.
- Royal Mail shall be entitled to directly enforce the PAF Data Terms by virtue of the Contracts (Rights of Third Parties) Act 1999.
- Term and Termination
- 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 RTC 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 RTC Product. Personal data may be retrieved as outlined in the RTC Privacy Notice.
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 RTC 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 solution to Customer