This Licence Agreement (Licence) is a legal Agreement between:

The Compliance Guys Ltd, a private limited company, incorporated and registered in England and Wales, with company number 12533924, whose registered office is at Office 28, Cleveland Street, Wolverhampton, West Midland, WV1 3HT, trading as The Compliance Guys (“Licensor”, “us”, or “we”);

and

You (“Licensee”, “You”)

NAME OF SOFTWARE

The Test Drive Application and all associated media (Software)

We license use of the Software to you on the basis of this Licence. We do not sell the Software. We remain the owners of the Software at all times.

OPERATING SYSTEM REQUIREMENTS

This software requires a minimum of iOS 11 and Android 10 to be able to operate effectively. However, to ensure smooth processing of the software, it is recommended that you keep up to date with the latest updates on the devices that you use.

Important notice to all users

By clicking “accept” within the software you agree to the terms of this licence which will bind you and your employees. The terms of this licence include, in particular, limitations on liability in Clause 4.1 and Clause 5. We also would like to draw to your attention Clause 11. It is important however, that you read this agreement in its entirety.

If you do not agree to the terms of this licence, you must click on the “reject” button within the software and you may not stream or access this Software.

You should print a copy of this Licence for future reference.

1. GRANT AND SCOPE OF LICENCE

In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, we grant to you a non-exclusive, non-transferable licence to use the Software in the UK on the terms of this Licence. 

We require all new users to be registered so we can grant individual access to the user.

2. RESTRICTIONS

Except as expressly set out in this Licence or as permitted by any local law, you undertake:

  1. not to copy the Software, Training Materials, or Template Documents except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
  2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software, Training Materials, or Template Documents;
  3. not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
  4. not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
  5. is used only for the purpose of achieving inter-operability of the Software with another software program; and
  6. is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
  7. is not used to create any software which is substantially similar to the Software;
  8. to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
  9. to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;
  10. to include our copyright notice on all entire and partial copies you make of the Software on any medium;
  11. not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your employees without prior written consent from us; and
  12. to comply with all applicable technology control or export laws and regulations.

3. INTELLECTUAL PROPERTY RIGHTS

Intellectual Property Rights” or “IPR “means patents; utility models; rights to inventions; copyright, neighbouring, and related rights; trademarks and service marks; business names and domain names; rights in get-up and trade dress, goodwill, and the right to sue for passing off or for unfair competition; rights in designs; database rights; rights to use, and to protective confidentiality of, confidential information (including know-how and trade secrets); and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection, which subsist or will subsist, now or in future, in any part of the world.

You acknowledge that all intellectual property rights in the Software anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use them in accordance with the terms of this Licence.

You acknowledge that you have no right to have access to the Software in source code form.

4. LIMITED WARRANTY

We warrant that:

  1. the Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described; and
  2. for a period of 12 months from the date of this contract (Warranty Period).

If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the description, we will take commercially reasonable steps to either repair or replace the Software, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.

The warranty does not apply:

  1. if the defect or fault in the Software results from you having altered or modified the Software; and
  2. if the defect or fault in the Software results from you having used the Software in breach of the terms of this Licence.

We use commercially reasonable endeavours to provide daily bug fixed and weekly module update cycle but cannot guarantee timeframes to complete any fixes or updates.

5. LIMITATION OF LIABILITY

You acknowledge that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described meet your requirements.

We only supply the Software for internal use by your business, and you agree not to use the Software for any re-sale purposes.

We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

  1. loss of profits;
  2. loss of sales;
  3. loss of business;
  4. loss of revenue;
  5. loss of business interruption;
  6. loss of anticipated savings;
  7. loss or corruption of data or information;
  8. loss of business opportunity
  9. loss of goodwill
  10. loss of reputation;
  11. where any of the losses set out in Clause 5.3.1 to clause 5.3.5 are direct or indirect; or
  12. any special, indirect or consequential loss, damage, charges or expenses.

Other than the losses set out in Clause 5.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to £1,000,000. This maximum cap does not apply to Clause 5.5.

Nothing in this Licence shall limit or exclude our liability for:

  1. death or personal injury resulting from our negligence;
  2. fraud or fraudulent misrepresentation;
  3. any other liability that cannot be excluded or limited by English law.

This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

6. TERMINATION

We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

On termination for any reason:

  1. all rights granted to you under this Licence shall cease;
  2. you must immediately cease all activities authorised by this Licence; and
  3. you must immediately and permanently delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

7. COMMUNICATION BETWEEN US

We may update the terms of this Licence at any time on notice to you in accordance with this Clause 7. Your continued use of the Software following the deemed receipt and service of the notice under Clause 7.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Software and Document on the deemed receipt and service of the notice.

If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your registration of the Software.

Note that any notice:

  1. given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and
  2. given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.
  3. In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

8. EVENTS OUTSIDE OUR CONTROL

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in Condition 8.2.

  1. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks or any other failure whatsoever due to any third-party.

If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:

  1. our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
  2. we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

9. HOW WE MAY USE YOUR PERSONAL INFORMATION

Under data protection legislation, we are required to provide certain individuals, including sole-traders information about who we are, how we process the personal data of those individuals who use the Software and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in our privacy policy as it is updated, amended, and exists from time to time, and it is important that you read that information and review it as necessary.

10. OTHER IMPORTANT TERMS

We may transfer, assign, mortgage, charge, or subcontract our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.

You may only transfer your rights or your obligations under this Licence to another person if we agree in writing in advance.

This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.

If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any later default by you.

Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales. 

11. CUSTOMER DATA

The Customer Data you collect on the Software, is owned by you, you are the Data Controller.

As a Data Processor, we process this data on your behalf to allow you to use the software successfully. The software provides your Customer with a Privacy Notice to explain how their data is processed in the software. This is sent to the customer as soon as contact details are processed within the software.

It is your responsibility, as the Data Controller to ensure that your Customer is aware of your other Data practices within your business, we hold no liability for the way in which you Control or Process data in other areas of the business.

It is advised that you provide your Customer with a copy of your own Privacy Policy when you engage with them to ensure you comply with the General Data Protection Regulation (GDPR).