Tech4Techs Terms & Conditions.

USER SUBSCRIPTION LICENCE AGREEMENT

To use this software either under trial or by the activation of an annual subscription, ensure that these terms and conditions set out below are read and clearly understood. These terms and conditions are binding on any use of the software provided by Auto Enlighten Ltd. and apply to You from the time that You are provided with access to the software. By completing the registration form for the software You are acknowledging that You have read and understood these terms and conditions.

Once registered, a non-exclusive, non-transferable Licence for use will be created by Auto Enlighten Ltd and You will be provided with a username and password. By using this software You are becoming the licensee to this Licence, and are consenting to be bound by these terms. If You do not agree to all of the terms of this Licence, cease using this software and contact Auto Enlighten Ltd.

1. DEFINITIONS

In this Licence, the following words will have the following meanings:

“T4T” means Tech4Techs, run by Auto Enlighten Ltd, Co No 09770299 registered in England & Wales.

"Information" means the information provided by Auto Enlighten Ltd and published on the Subscription Area of the T4T website;

"T4T Website" means the website at www.tech4techs.co.uk, or such other website that Auto Enlighten Ltd may notify to You;

"Intellectual Property Rights" mean any patents, copyright, designs, utility models, trademarks, trade names, domain names, database rights, rights in know-how and confidential information and all other intellectual and industrial property and similar, whether registered or unregistered or analogous rights existing under the laws of any country;

"Licence" means this User Subscription Licence Agreement;

"Registration Form" means the form (electronic or otherwise) completed by setting out Your details, the Subscription Period and the Subscription Fee payable; where there is any inconsistency between this Licence and the Registration Form, the terms and conditions of this Licence Agreement shall prevail;

"Subscription Area" means that part of the T4T Website which is only accessible by entering a valid username and password and which contains the T4T Information;

"Subscription Fee" means the fee agreed between You and Auto Enlighten Ltd, as are set out in the Registration Form;

"Subscription Period" means the period for which You have paid the Subscription Fee to access the Auto Enlighten Information as set out on the Registration Form; and

"You" means the person or organisation paying to have access to the T4T DATA Information, and

"Your" will be construed accordingly.

2. SCOPE OF LICENCE

2.1 This Licence entitles You to:

2.1.1 Use the Username and Password issued under license to log on the Subscription Area and use the Software contained in this package onto a single computer that is under Your control; and

2.1.2 Use the Software and the Information to which it gives access in accordance with the provisions of clauses 3 and 4 of this Licence.

3. LICENCE GRANT

3.1 On receipt of the correctly completed Registration Form and in consideration of (and receipt of) payment by You of the Subscription Fee to T4T DATA, Auto Enlighten Ltd grants You online-only access to the Subscription Area and grants You a non-exclusive non-transferable limited Licence to view the T4T DATA Information in the Subscription Area for the Subscription Period subject to the terms and conditions of this Licence Agreement.

3.2 The Licence granted under clause 3.1 is issued in respect of the user stated on the Registration Form and covers the viewing of T4T DATA Information by no more than two internet-connected devices in use at any given time. You will be issued with a single username and password and will ensure that such username and password are not disclosed to any third party or used other than as permitted in these Terms and Conditions. You agree to indemnify Auto Enlighten Ltd from and against any loss, liability, damages or costs to Auto Enlighten Ltd or third parties from Your failure to comply with this obligation. You shall notify Auto Enlighten Ltd in writing immediately if the security of a password has been compromised.

3.3 Viewing of the T4T DATA Information by additional internet-connected devices will be granted at Auto Enlighten Ltd’s discretion and will be subject to the completion of further Registration Forms and additional subscription fees.

3.4 You may only use the T4T DATA Information as a source of reference for the purposes of maintaining and repairing motor vehicles.

3.5 Only You and Your employees are authorised to use the username and password Auto Enlighten Ltd provides to You in accordance with paragraph 3.2, and You will not disclose or authorise the disclosure of the username and password on to any other party.

3.6 You may not use, copy, download, rent, lend, lease, sell, distribute, transmit or otherwise transfer any T4T DATA Information or any copy of, modification, translation or adaptation of any T4T DATA Information except as permitted by law or expressly set out in this Licence. You may not “crawl” or otherwise access the T4T DATA Information, whether manually or by automated means, to reproduce any part of the T4T DATA Information in any form. You may not reverse compile, disassemble, reverse engineer or create derivative works based on all or any portion of the T4T DATA Information.

3.7 You agree that Auto Enlighten Ltd may monitor via use of cookies and in accordance with the cookie policy Your online use of the Subscription Area, for example to ensure compliance with this paragraph or to collect statistics relating to the use of the T4T DATA Website and Software. If Auto Enlighten Ltd reasonably establishes that You are accessing or otherwise using the Subscription Area other than in accordance with this Licence, Auto Enlighten Ltd has the right to immediately suspend or terminate Your access to the Subscription Area with no obligation to repay You any part of the Subscription Fee.

3.8 You agree that in the course of Your use of the Subscription Area, You may choose to upload to the Subscription Area for ease of reference certain information relating to You or Your customers or commercial partners (including details of Your physical location(s), names of Your employees accessing the Subscription Area, makes and models of motor vehicles owned by Your customers or commercial partners, etc.). Such information remains Your property at all times, and You can choose to delete such information from the Subscription Area at any time. By uploading such information to the Subscription Area, You consent to the application supplier storing a copy of that information. The application supplier shall comply with all statutory requirements relating to processing of such information, and will ensure the privacy of such information at all times.

3.9 You must comply with all applicable laws and regulations in force from time to time in the location from which You access the T4T DATA Information and the Subscription Area, and must not use (or permit to be used) the T4T DATA Information in connection with any illegal activities.

4. DURATION OF LICENCE

4.1 Unless Auto Enlighten Ltd terminates it in accordance with clauses 3.7 above or 4.2 below, this Licence Agreement will begin on the date on which Auto Enlighten Ltd issues You with a username and password to access the Subscription Area and will continue for the duration of any Trial Period or the defined Subscription Period of 30 days or 12 months.

4.2 Auto Enlighten Ltd will send an electronic reminder before the end of the Subscription Period. If You wish to continue Your subscription under the existing Licence then the renewal fee must be paid before the existing subscription comes to an end to ensure a continuation of service. If You do not pay the Subscription Renewal Fee in respect of any renewal of this Licence Agreement when it falls due, Auto Enlighten Ltd may suspend or terminate Your access to the Subscription Area.

5. UNAUTHORISED USE OF THE INFORMATION

5.1 You agree to assist Auto Enlighten Ltd in correcting or preventing any unauthorised use of the Information, and acknowledge that Auto Enlighten Ltd may from time to time implement tools or other controls on the Service(s) to regulate or restrict unauthorised use (including without limitation any use of computerised or automated applications that used to search, index, test or obtain information from the Service).

5.2 You shall promptly notify Auto Enlighten Ltd of any infringements of copyright or data right in the Auto Enlighten Ltd in investigating any such unauthorised uses and take reasonable steps to prevent a reoccurrence.

5.3 You shall:

5.3.1 Comply with all applicable legislation in relation to its use of the Information, including without limitation the Consumer Credit Act 1974 and the Data Protection Act 1998 (or any modification or re-enactment of such legislation);

5.3.2 Ensure that it Auto Enlighten Ltd against any loss, cost or expense it shall incur due to the Customer's breach of this clause 5.3.

6. PERMITTED USE

6.1 You shall only use the Information in connection with Your commercial business purpose including without limitation the description of Your business provided by You to Auto Enlighten Ltd at the commencement of the service. If Your business purpose changes it is Your responsibility to advise Auto Enlighten Ltd immediately and to ensure that the revised business purpose is acceptable to Auto Enlighten Ltd under the terms of T4T DATA license with its Information providers.

6.2 In the event of You using the Information for purposes not specifically agreed with Auto Enlighten Ltd, Auto Enlighten Ltd has the right to terminate the contract as set out in clause 15 - Termination.

7. USAGE LIMITATIONS

7.1 Use of this software may be subject to limitations including but not limited to the number of data calls You are permitted to make against T4T DATA’s Information and VRM facility. Any such limitations will be advised up front when entering into a license agreement.

8. FAIR USAGE

8.1 If You exceed Your usage levels based on Your package for more than one month in a 12 month period You will be breaching the conditions of fair use. You will be notified by an in software message alert and or via email of Your usage overage and will be requested to change to a package that covers Your current usage levels. Failure to upgrade or limit Your usage levels may be subject to suspension, termination, or bandwidth limiting for usage which is “continually excessive, unfair, or is not consistent with the usage typically expected on a particular access package”.

9. TECHNICAL SUPPORT

9.1 In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Auto Enlighten Ltd. If You still need technical help or support, please check the support provided online by T4T DATA on the website

9.2 Auto Enlighten Ltd does not offer technical support or information outside that of what is provided within the Software. If in any doubt always contact the vehicle manufacturer for clarification of the information.

9.3 For all Software enquiries please contact T4T DATA via the 'Contact Us' page in the Subscription area.

10. INFORMATION SECURITY

10.1 You acknowledge that the Information is of a sensitive and confidential nature and includes Crown Copyright data reproduced under license from the controller of HMSO and the Vehicle Inspectorate, and accordingly that a high level of security and confidentiality is necessary in relation to the Information.

10.2 Without limitation to the following provisions of this clause 10, You agree to comply with any and all reasonable requirements notified to it by Auto Enlighten Ltd from time to time for the purposes of maintaining security of the Information.

10.3 You shall maintain appropriate technical and organisational security measures and procedures to prevent unauthorised access to the Information by any person.

10.4 You shall inform Auto Enlighten Ltd immediately upon the becoming aware of:

10.4.1 Any unauthorised access to the Information;

10.4.2 or the loss or theft of any equipment which You (or any User) use to access the Services.

11. RECORDS AND AUDITING

11.1 You shall:

11.1.1 Permit Auto Enlighten Ltd access to Your records of the use of the Information for the purposes of inspection and audit, including the right to take copies of or extracts from the same.

11.1.2 You agree that the application supplier may from time to time pass on copies of records referred to under clause 11.1.1 along with details of the Fees payable by You and any other information relating to You or Services, to any licensor of the Information accessed by You.

11.1.3 Auto Enlighten Ltd audits will usually be by prior appointment, although Auto Enlighten Ltd retains the right to carry out un-notified inspections in exceptional circumstances such as, but not limited to:

11.1.3.1 Allegations of misuse by the person whose records has been accessed.

11.1.3.2 Serious concerns identified or advised.

11.1.3.3 Referral of serious concern from another organisation (including, but without limitation, the Information Commissioner, the DVLA or the Police).

11.1.4 You will not deny Auto Enlighten Ltd audit access nor require unreasonable period of notice prior to allowing access.

11.1.5 You will respond as required to the findings and recommendations of any Auto Enlighten Ltd audit and will provide updates as required by Auto Enlighten Ltd on the implementation of any required actions.

11.1.6 If the Audit process identifies abuse of the services or non-adherence to the terms of this Agreement, Auto Enlighten Ltd reserves its rights generally in relation to what action it may take which shall include (but without limitation) the ability to terminate the Agreement and/or prevent further access to the Information.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 All Intellectual Property Rights in the T4T DATA Information are owned by Auto Enlighten Ltd. You shall not have any rights to the T4T DATA Information other than the rights specifically granted under this Licence Agreement and the Registration Form and all rights not expressly granted to You are reserved by Auto Enlighten Ltd.

12.2 The copyright and database rights notice included in T4T DATA Information must at all times remain an integral part of the T4T DATA Information and any permitted copy.

12.3 Auto Enlighten Ltd, T4T and Tech4Techs logos are registered trademarks of Auto Enlighten Ltd.

12.4 You hereby assign (and shall procure the assignment from any of Your employees) at no cost to Auto Enlighten Ltd all rights (including copyright) in any content relating to the repair and maintenance of motor vehicles that You provide or make available (e.g. by email or by posting on T4T DATA’s user forums or such similar other public facilities owned or operated by Auto Enlighten Ltd) to Auto Enlighten Ltd which supplements the T4T DATA Information.

12.5 We warrant that the Software does not infringe any patent, trade-mark, industrial design, copyright or other proprietary right of any third party.

12.6 In the event that any such infringement occurs or may occur, we may at our sole option and expense:

12.6.1 Procure for You the right to continue using the Software; or

12.6.2 Modify or amend the Software so that it becomes non-infringing; or

12.6.3 Replace the Software by other Software of similar capability.

13. WARRANTIES AND IMDEMNITIES

13.1 Warranties and liabilities applying to the Software

13.1.1 You acknowledge that software in general is not error-free and agree that the existence of such errors shall not constitute a breach of this Licence.

13.1.2 Although we do not warrant that the Software supplied under this Licence shall be free from all known viruses, we have used commercially reasonable efforts to ensure that the software is free from computer viruses, Trojans and other malicious code. However, You are solely responsible for having effective anti-virus software on Your computers. Auto Enlighten Ltd will accept no liability arising from any infection by computer viruses or other malicious code.

13.1.3 As between Auto Enlighten Ltd and You, T4T DATA Software is provided "as is", and we disclaim (solely to the extent permitted by law) all express, implied and statutory warranties, conditions and terms including, without limitation, those regarding the security, reliability, timeliness, and performance of this Software.

13.2 Warranties and liabilities applying to the Information

13.2.1 Although every care has been taken to ensure that all the Information provided by T4T DATA is accurate and complete, no liability other than that which may not be excluded by law, can be accepted for damage, loss or injury caused by errors or omissions in the Information. Auto Enlighten Ltd warrants that it shall exercise reasonable care and skill in the provision of the Information.

13.2.2 The T4T DATA Information is compiled for use with vehicles manufactured to European specifications. You should be aware that in countries outside Europe model names and descriptions and the specifications relating to them may differ from those listed in the T4T DATA Information.

13.2.3 You warrant that:

13.2.3.1 You have assessed for Yourself the suitability of the Information and delivery methods for Your business requirements; and

13.2.3.2 The nature of the information accessed via T4T DATA is suitable for its business requirements.

13.2.4 It is acknowledged that:

13.2.4.1 The use of the Information is at Your sole risk. The Information is provided on an "As Is" and "As Available" basis; Auto Enlighten Ltd; and;

13.2.4.3 The nature of the Information in the Database is such that it is not appropriate for You or any other person to make commercial decisions based solely on that Information, and accordingly Auto Enlighten Ltd does not warrant that the Information will:

13.2.4.3.1 Meet the Your requirements; or

13.2.4.3.2 Be free from errors or omissions.

13.3 Warranties and liabilities applying to the Software and the Information

13.3.1 Nothing in this Licence shall limit our liability to You for:

13.3.1.1 personal injury or death caused by our negligence; or

13.3.1.2 fraudulent misrepresentation.

13.3.2 Subject to clause 13.3, we shall not be liable in contract, tort or otherwise howsoever for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise):

13.3.2.1 loss of revenue, loss of actual or anticipated profits (including for loss of profits on contracts), loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation, damage to or corruption of Information; or

13.3.2.2 any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, whether or not such loss or damage is of a type specified in clause 13.2 above) whether arising out of, in connection with or in relation to the Software or the supply or non-supply of the Software or otherwise under this Licence.

13.3.3 You hereby indemnify AutoEnlighten Ltd from and against all liability, cost (including legal costs), damage, loss, action, claim or proceedings arising directly or indirectly as a result of any use by You (or Your employees or any third party to whom You or Your Employees have granted access to the T4T DATA Information) of the T4T DATA Information or of the T4T DATA Website, whether in compliance with the terms of this Licence Agreement or otherwise. You will provide Auto Enlighten Ltd with any evidence or information in Your possession or control reasonably requested by AutoEnlighten Ltd in relation to Your use of the T4T DATA Information in the event that AutoEnlighten Ltd is subjected to any challenge, claim, or complaint relating to Your use of the T4T DATA Information.

13.3.4 AutoEnlighten Ltd makes all reasonable efforts to ensure that the T4T DATA Website is available. On some rare occasions the number of users accessing it may cause it to run slowly, and on other occasions it may be temporarily unavailable whilst it is being serviced or repaired. Whilst Auto Enlighten Ltd will endeavour to warn users of scheduled service interruptions, Auto Enlighten Ltd does not warrant that the site will be accessible at all times. To the maximum extent permitted by law, Auto Enlighten Ltd will accept no liability arising from the inability of users to access the T4T DATA Information or any slow running of the T4T DATA website.

14. FORCE MAJEURE

14.1 We shall be under no liability to You in respect of anything which, apart from this provision, may constitute breach of this Licence arising by reason of circumstances beyond our reasonable control.

15. TERMINATION OF LICENSE

15.1 AutoEnlighten Ltd will terminate this Licence if You are in breach of any term, condition or provision of this Licence and fail to remedy such breach (if capable of remedy) within 14 days of having received written notice from AutoEnlighten Ltd specifying that breach.

15.2 Termination (at any time for any reason) shall not affect any rights and remedies that AutoEnlighten Ltd may have under this Licence or under the applicable law.

15.3 You may give notice to terminate this Licence early by providing 3 months’ notice AutoEnlighten Ltd, in writing, to the address set out in clause 17.4 of this contract. The Subscription will be cancelled and any full months of the remaining subscription period will be credited back to you proportionality.

16. GENERAL

16.1 You shall not transfer, assign, sub-license or otherwise dispose of all or any part of this Licence Agreement, or any of Your rights or obligations arising under it without the prior written consent of Auto Enlighten Ltd.

16.2 Failure or neglect by either party to enforce at any time any of the provisions of this Licence shall not be construed nor shall be deemed to be a waiver of that party's rights under this Licence nor in any way affect the validity of the whole or any part of this Licence nor prejudice that party's rights to take subsequent action.

16.3 The headings in this Licence are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Licence.

16.4 If any of the provisions of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such provision shall to that extent be severed from the remaining provisions of this Licence which shall continue to be valid to the fullest extent permitted by law.

16.5 This Licence Agreement shall be governed by and construed in accordance with the laws of England and Wales and the Courts of England and Wales shall have non-exclusive jurisdiction.

16.6 Auto Enlighten Ltd reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, Software and Information (or any part thereof) without prior notice. You agree that Auto Enlighten Ltd shall not be liable to You or any third party for any modification, suspension or discontinuance of the service.

16.7 In the event that You fail to comply with the terms and conditions of this Licence Agreement, Auto Enlighten Ltd shall be entitled to terminate this Licence Agreement granted to You with immediate effect and without notice. On expiry of this Licence Agreement for whatsoever reason, all rights granted to You under this Licence Agreement shall cease.

16.8 Auto Enlighten Ltd may update the terms of this Licence Agreement from time to time by written notice to You.

16.9 Nothing in this Licence Agreement shall be deemed to constitute a partnership between the Parties nor constitute any Party the agent of the other Party.

16.10 No amendment or variation to this Licence Agreement shall take effect unless it is in writing, signed by authorised representatives of each of the Parties.

17. NOTICES AND COMMUNICATIONS

17.1 Any notice or other communication given under this Agreement by either party must be in writing and shall be served by one of the following methods:

17.1.1 Delivering it personally;

17.1.2 Sending it by registered first class post;

17.1.3 Or by email to the address and for the attention of the relevant party as specified in clause 17.4 or as otherwise notified by that party to the other party from time to time. Notices to You will be sent to the email address which You provided when setting up Your License registration.

17.2 Subject to clause 17.3, any such notice or other communication shall be deemed to have been received:

17.2.1 If delivered personally, at the time of delivery;

17.2.2 In the case of registered first class post, 48 hours from the time of posting;

17.2.3 In the case of email, 12 hours after sending.

17.3 If deemed receipt under clause 17.2 occurs other than between the hours of 9am and 5pm (at the recipient's local time) on a Business Day, and then the notice shall be deemed to be received at 9am on the next Business Day.

17.4 The contact details for each party pursuant to clause 17.1 are as follows:

AutoEnlighten Ltd, Milwood House, 36B Albion Place, Maidstone, Kent. ME14 5DZ

Notice or communication via email can be sent to sales@tech4techs.co.uk.

18. PRIVACY

Auto Enlighten Ltd maintains a privacy policy that sets out the parties’ obligations in respect to personal information.

V3 5/11/16