This Licence Agreement (Agreement) sets out the terms and conditions upon which we licence the use of the Platform and Documentation and agree to provide the Services and Content (each as defined below) to you.
The definitions and rules of interpretation in this clause apply in this Agreement.
Client Data means the data inputted by you, or otherwise provided to us by you, for the purpose of using the Platform or facilitating your use of the Platform.
Content means any information (in whatever form) provided by the Platform or the Services.
Documentation means any technical information or user manuals (in any form and on any media) provided by us in connection with your use of the Platform or Services.
DPA means the Data Protection Act 1998, as amended, extended or re-enacted from time to time and including any subordinate legislation made under it from time to time.
Intellectual Property Rights mean patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights and all similar or equivalent rights or forms of protection in any part of the world.
Personnel mean your officers and employees from time to time.
Platform means the online vehicle fleet management and reporting website platform, available at the domain http://wvl.unified.co.uk, as modified by us from time to time.
Purpose has the meaning given in clause .
Services mean the services provided by us in connection with the Platform, including any reporting services provided on the Platform.
we, us or our means Windsor Vehicle Leasing Limited incorporated and registered in England and Wales with company number 00607670 whose registered office is at Goswell House, Shirley Avenue, Windsor, Berkshire, SL4 5LH.
you or your means a person granted a licence to use the Platform and Documentation and receive the Content and Service in accordance with the terms of this Agreement, and to whom we have provided a username and password to access the Platform.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
Any words following the terms including, include or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
GRANT OF LICENCE AND PERMITTED USE
In consideration of your ongoing business with us for the leasing or fleet management of vehicles, we hereby grant you and your Personnel a non-exclusive, non-transferable, royalty-free licence to use the Platform, Documentation and the Content on the terms of this Agreement.
You may only use, and you must procure that the Personnel only use, the Platform, Documentation and the Content in the ordinary course of your business (the Purpose).
search, view, copy and print out Content for the Purpose;
make copies and print outs of such Content available to the Personnel for the Purpose. If you would like to share Content with any other third party, you may do so provided that it is for the Purpose and is not commercially prejudicial to us; and
bookmark or link to the landing page (login screen) of the Platform.
Except as expressly permitted in this Agreement or by any applicable local law which is incapable of exclusion by agreement between you and us, you must not:
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means;
make alterations to, or modifications of, the whole or any part of the Platform, nor permit the Platform or any part of it to be combined with, or become incorporated in, any other programs, platforms or software;
access the Platform for the purpose of building a product or service which competes with our business or the Platform;
copy, print out or otherwise reproduce any part of the Platform, the Content or the Documentation except where such copying is incidental to the normal use of the Platform for the Purpose, or where it is necessary to create a back-up;
allow anyone other than Personnel to access the Platform without our prior express permission; or
frame the Platform on any other website, or create a link to any part of the Platform other than the landing page (log-in screen).
supervise and control the use of the Platform and ensure that the Platform and the Content is used by Personnel only in accordance with the terms of this Agreement. You will be responsible for the acts and omissions of the Personnel;
comply with all applicable laws and regulations in connection with this Agreement; and
use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform, Content, and/or the Documentation and, in the event of any unauthorised access or use, promptly notify us.
You are solely responsible for procuring and maintaining your information technology (including your operating systems, hardware and software) and your network connections and telecommunications links required in order to access the Platform.
You will be responsible for the accuracy of any Client Data. To the extent that the Client Data provided by you is Personal Data, clause below applies.
This Agreement shall commence on the date on which we first provide you with a username and password for the Platform and shall continue until terminated under clause .
Without prejudice to any other rights or remedies to which we may be entitled, we may terminate this Agreement immediately by written notice and without liability to you if:
you breach any of the terms of this Agreement; or
you cease to have any vehicles on lease with, or fleet managed by, us.
On termination of this Agreement for any reason:
the licence granted by this Agreement shall immediately terminate and you must cease to use the Platform;
we may destroy or otherwise dispose of any data or other materials relating to you and your Personnel which is stored on the Platform (including any Client Data).
As a valued customer of ours, the Platform is made available to you on the terms of this Agreement free of charge.
We do not guarantee that the Platform, or any Content, will always be available or uninterrupted. We will be under no obligation to provide any Services and may do so from time to time at our absolute discretion. We may suspend, withdraw, discontinue or change all or any part of the Platform, Services or the Content, or access to either of them without notice. We will not be liable to you if for any reason the Platform, Services or Content is unavailable at any time or for any period.
We will use reasonable endeavours to update the Content from time to time to provide you with accurate and up to date information about the fleet of vehicles that you have leased from us. However, the Content may be out of date or incorrect at any given time, and we are under no obligation to update it. We do not guarantee that the Platform, Services, or the Content, will be free from errors or omissions. The Content is not intended to amount to information or advice on which you should rely and you should satisfy yourself as to the accuracy of the Content using independent sources.
You assume sole responsibility for the results obtained from the use of the Platform, Services, Content and the Documentation, and for conclusions drawn from such use.
In order to access the Platform, you will be provided with a username and password for each authorised member of your Personnel. You must, and must procure that your Personnel, treat such information as confidential and must not disclose it to any third party.
We do not guarantee that the Platform will be secure or free from bugs or viruses. You are responsible for ensuring that you have appropriate virus protection software.
In this clause, data controller, data processor, data subject and personal data shall each have the meaning given to them by the DPA.
You acknowledge and agree that to the extent that you provide us with, or we otherwise obtain and process, any personal data in connection with the Platform, you are the data controller and we are a data processor in respect of that personal data.
You will at all times comply with all applicable laws and regulations in respect of the collection, processing and storage of personal data (including the DPA).
You must ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer that personal data on your behalf in accordance with this Agreement and for the purpose of providing the Platform to you. You must ensure that the relevant data subjects have been informed of, and have given their consent to, such use, processing, and transfer as required by the DPA.
You acknowledge and agree that the personal data will be transferred to a third party responsible for managing the Platform on our behalf, and it shall be stored on their servers.
We will only process the personal data in accordance with the terms of this Agreement and any lawful instructions reasonably given by you from time to time.
Each party will take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data provided in connection with the Platform or the accidental loss or destruction of or damage to that personal data.
INTELLECTUAL PROPERTY Rights
You acknowledge and agree that all Intellectual Property Rights in the Platform and the Documentation belongs to us and/or our licensors. You acknowledge that the rights in the Platform are licenced, not sold, to you and that except for the right to use the Platform and Documentation this Agreement does not grant you any rights in or to the Platform, Documentation or any other Intellectual Property Rights owned or licenced by us (including any of our trade marks).
Each party may be given access to confidential information belonging to the other party in connection with this Agreement and/or the use of the Platform. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out that party's obligations under this Agreement, or as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Limitation Of Liability
In this clause , loss or damage includes any losses, damages, costs or expenses whatsoever or howsoever arising, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, and including loss of profits or revenue, loss of business, loss of goodwill, business interruption, loss of anticipated savings, loss of business opportunity, or loss or corruption of data or information.
The Platform is provided to you on an “as is” basis. This Agreement sets out the full extent of our obligations and liabilities in respect of the Platform, Services, Content and Documentation. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
We will not be liable to any user for any loss or damage, whether indirect or consequential or direct (even if foreseeable), arising under or in connection with:
the use of, or inability to use, the Platform or Services;
the loss or destruction of or damage to Content (including Client Data); or
the use of or reliance on any Content or Documentation.
We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform or on any website linked to the Platform.
Nothing in this Agreement excludes either party’s liability for death or personal injury caused by their negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by applicable law.
You shall not, without our prior written consent, assign, transfer, subcontract or deal in any manner with any of your rights or obligations under this Agreement.
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to bind the other in any way.
A person who is not a party to this Agreement shall not have any rights under or in connection with 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, and that will not mean that we will automatically waive any later default by you.
If any provision or part-provision of this Agreement is found to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the remaining terms and conditions will remain in full force and effect.
No variation of this Agreement shall be valid unless it is in writing and signed by us.
This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between them relating to its subject matter. The parties acknowledge, in entering into this Agreement, that they have not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly provided in this Agreement.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, English law and shall be subject to the exclusive jurisdiction of the English courts.