Terms & Conditions

Thank you for selecting the RepairConnection solution for parts.

Please read these terms and conditions (‘Terms’) carefully, as they constitute a legally binding agreement between you and Clear21 in relation to the Services.

NOTE: these Terms also apply to any free trial of the Services that you receive. If you undertake a free trial for the Services, you may then decide to take out a Subscription Plan within that period.

1. BASIS OF AGREEMENT

1.1 These Terms set out the basis on which we permit you to access the Services and enjoy a Subscription (as defined below). By clicking ‘I Agree’, or signing a Subscription Plan, or by installing, accessing or using the Services, you agree to be bound by:

(a) these Terms;

(b) the terms of your Subscription Plan; and

(c) the Clear21 policies applicable to the Services and your Subscription, as available on our website (https://www.repairconnection.com) or as otherwise notified by us from time to time.

1.2 In these Terms, the following words and phrases have the meanings given to them in this paragraph 1.2:

(a) ‘Agreement’ means our contract with you, comprising these Terms, the Schedules, the documents referred to in these Terms, and your Subscription Plan;

(b) ‘Content’ means all information, data (including Customer Data) and materials uploaded or posted to, or stored by us through your use of, the Services;

(c) ‘Customer Data’ is data specific to you that is entered into the Services. It includes repairer name, vehicle registration and VIN, vehicle description, vehicle part descriptions, part numbers and images, as well as Pricing Information submitted by you;

(d) ‘Dealer OEMs’ are as defined in paragraph 3.1;

(e) ‘Fees’ are the charges for your Subscription (which will be levied unless you are on a freemium plan), as further described in paragraph 4, plus any other agreed charges;

(f) ‘‘Clear21’, ‘us’, ‘we’ and ‘our’ are references to Clear21 UK Limited, a company incorporated in England and Wales with company number 15457371, whose registered office is at Wisteria Grange Barn, Pikes End, Pinner, London HA5 2EX, which is the business with which you are forming an agreement for Services. Where relevant, those words may also refer to an entity in the same corporate group as Clear21 UK Limited;

(g) ‘Intellectual Property’ means copyright, rights in inventions, moral rights, patents, trade secrets, trade marks and trade names, service marks, design rights, database rights and rights in data, image rights, rights in software, the right to sue for passing off, utility models, domain names, and in all cases all similar rights and, in each case, (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future, (v) unless stated otherwise, wherever existing, and (vi) including all other rights of a similar nature or having equivalent effect anywhere in the world;

(h) ‘Permitted Users’ are as defined in paragraph 3.1;

(i) ‘Services’ means the provision by us of the Software and related services under, and as set out in, this Agreement;

(j) ‘Software’ refers to our proprietary software that we make available to you as a service during the Subscription Period so that you can make use of the Services;

(k) ‘Subscription’ is the period in which you are entitled to use the Services, as described in paragraph 2.1;

(l) ‘Subscription Period’ is the term of your Subscription. Unless stated differently in your Subscription Plan, the Subscription runs on a month-by-month basis, terminable at any time by you or us in the manner set out in paragraph 15;

(m) ‘Subscription Plan’ refers to the details and extent of your Subscription, as set out at in writing for you by us when you take out a Subscription; and

(n) ‘you’, ‘your’ and ‘yours’ is a reference to the legal entity named in the Subscription Plan, which forms an agreement with us under these Terms.

Other words and phrases used in a single numbered paragraph of these Terms are as defined in that paragraph.

1.3 In these Terms, each reference:

(a) to a ‘person’ includes a natural person, or a corporate or unincorporated body (whether or not having separate legal personality);

(b) to the words ‘include’, ‘including’, ‘for example’, or similar, is to be interpreted non-restrictively and will be deemed to be followed by the words ‘without limitation’;

(c) in the singular includes the plural and vice versa, unless the context requires otherwise;

(d) to a statute or statutory provision is a reference to such as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation in force made under it.

Changes to Terms

1.4 We may vary these Terms from time to time.

1.5 If we vary these Terms, we will update the ‘last modified’ date at the top of this document and notify you via the ‘What’s New’ section of the Software that the Terms have been varied. You are responsible for reviewing any variations to the Terms.

1.6 If you do not accept a variation, you must not continue to use the Services and you must cancel your Subscription in accordance with paragraph 15.1. If you do cancel your Subscription as a result of a variation, the variation will not apply to you unless it was made in order to enable compliance with the law.

1.7 Subject to paragraph 1.6, your continued use of the Services after a variation has been brought to your attention in the manner described in paragraph 1.5 constitutes your acceptance of the varied Terms.

1.8 These Terms, and the related Services, are specific to the United Kingdom. They do not apply to any other jurisdiction (whether or not we operate there). You are responsible for compliance with all applicable laws pertaining to your use of, and access to, the Services in your jurisdiction.

2. LICENCE TO USE THE SERVICE

2.1 During the Subscription Period, we grant you a non-transferable, non-exclusive, non-sublicensable, revocable licence to access and use the Services solely for your internal business purposes, subject to these Terms (‘Subscription’).

2.2 At all times during the Subscription Period and after, you must not commercialise, sublicense, resell or otherwise exploit the Software, the Services or your Subscription in any way that is not expressly permitted by these Terms.

3. PERMITTED USAGE

3.1 The Services are for use by the following:

(a) organisations or sole traders that primarily carry out the business of undertaking repairs to the bodywork of vehicles, caravans or vehicle suspension systems, plus any other business that is authorised by us from time to time (‘Authorised Repairers’);

(b) original equipment manufacturers (OEMs), and authorised resellers of new vehicle parts built by OEMs where such reseller is part of an authorised dealer network and has an authorised dealer licence number from the relevant OEM (together, ‘Dealer OEMs’); and

(c) other third-party sellers of vehicle parts who, in all cases, are acting in the course of trade and not as consumers (‘Sellers’),

and together Authorised Repairers, Dealer OEMs, and Sellers are ‘Permitted Users’.

3.2 If you are not operating as a Permitted User, you are not permitted to use the Service. Similarly, you may not use the Service for purposes other than to operate as a Permitted User.

3.3 You acknowledge and agree that:

(a) the Service assists Permitted Users to manage the supply of parts within the automotive industry, including to give and receive quotes;

(b) each quote may form the basis of a transaction for the sale and supply of vehicle parts. Any such transaction is a contract between an Authorised Repairer and a Dealer OEM or Seller, as applicable. We are not a party to any such transaction, and you acknowledge that any such Transaction is entered into at your own risk.

3.4 We do not provide any guarantee or representation:

(a) regarding the status of any user of the Services, for instance whether that user is a Dealer OEM, Supplier or otherwise (irrespective of the option selected);

(b) in relation to any parts or equipment; or

(c) in relation to any transaction.

3.5 You agree that by using the Service:

(a) you will not utilise the Service for any purpose other than the permitted purpose set out in this paragraph 3; and

(b) you will not use any information obtained from the Service for any purpose that contravenes any law or regulation (including to send electronic marketing where you are not otherwise permitted to do so by law).

4. PAYMENT

Please note: if your Subscription Plan is a Fee-based plan, the whole of this clause 4 applies to you. If your Subscription Plan is a not a Fee-based plan (or otherwise not Fee-based), clauses 4.5 and 4.5 alone apply to you (and the rest will not be relevant to you).

4.1 In consideration for our provision of the Services, you must pay to us the Subscription fees (‘Fees’) at the rate set out in the Subscription Plan.

4.2 You must pay the Fees in GB pounds. All Fees are subject to VAT.

4.3 Fees will be charged monthly. Payment is due by the end of the month in which it is issued (unless stated otherwise in the Subscription Plan).

4.4 If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend your Subscription or terminate our Agreement with you.

4.5 We will automatically renew your Subscription from month to month, unless you or we terminate the Agreement in accordance with these Terms.

4.6 If you fail to pay the Fees in accordance with these Terms, we may (without limiting our other rights and remedies) do one or more of the following:

(a) charge interest at the rate then in force under the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily from the due date and until the date on which payment is made in full;

(b) suspend your Subscription (during which period all Fees continue to accrue);

(c) terminate our Agreement with you.

5. SERVICE PERFORMANCE

5.1 We commit to achieving a system Uptime for the Software of not less than 99% in each month. In these Terms, ‘Uptime’ refers to the period when the Software is available for use and functioning but excluding (a) any periods of slower than usual operation, (b) partial non-availability that does not render the Software unusable generally, and (c) any scheduled maintenance or similar downtime for which reasonable prior notice is provided to you (and we will use reasonable endeavours to keep such scheduled maintenance or downtime to a minimum).

5.2 The Services may be available through a range of devices using internet access. You will need adequate internet access and software that meets the system operating requirements set out on our website at https://www.repairconnection.com/uploads/Repair_Connection_System_Requirements_5b161be088.pdf, in order to use the Services. You are solely responsible for ensuring that your equipment meets these requirements, and for any related charges, updates and fees (including for data plans and general usage), as well as for the terms of your agreement with your mobile device and telecommunications providers. We make no warranties or representations of any kind as to the availability of your telecommunication services from your provider, and we have no liability for any loss or damage you may incur by use of your telecommunication services.

5.3 You may, from time to time, engage other suppliers to provide you with products or services that relate to the Services. We are not responsible for the performance of other suppliers engaged by you, or for the integration of third-party products or services with the Services.

5.4 We may update the Services (including to modify, upgrade, develop, backup, add or remove features, redesign, improve or otherwise alter the Services) at our discretion at any time. This may extend to changes to the Services in order to maintain consistency across our customer base. We will make available to you any update made available to our customers generally.

5.5 We will provide the Services with reasonable skill and care.

5.6 In the event of any loss or damage to Customer Data, your sole remedy is for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data in accordance with the archiving procedure described in our back-up policy. We are not responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party other than those to which we subcontract services related to Customer Data maintenance and back-up, for which we remain liable subject to paragraph 14.

6. YOUR OBLIGATIONS

6.1 You are responsible for ensuring that all Content complies with these Terms.

6.2 You agree not to use, or permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce or transmit any of the following:

(a) illegal, fraudulent, defamatory, obscene, pornographic, threatening, abusive, hateful, harassing or offensive Content of any kind;

(b) Content that would impersonate someone else or falsely represent a person’s identity or qualifications, or that constitutes a breach of any individual’s privacy rights;

(c) investment opportunities, solicitations, chain letters, pyramid schemes, or other unsolicited commercial communication, including any that engage in spamming or flooding;

(d) any computer virus, Trojan horse, worm or other disruptive or harmful software or data; or

(e) any Content that is not legally yours or that you do not have the permission of the owner to use.

6.3 You agree not to use, or permit any third party to use, the Services or Content in a manner that violates any applicable law or these Terms. You also agree you will not:

(a) provide access to, or give any part of the Services to, any unauthorised person;

(b) save as permitted by law that cannot lawfully be excluded, or by these Terms, reproduce, modify, copy, deconstruct, rent, lease, sell, trade, resell, adapt, translate, reverse engineer, de-compile or disassemble the Services or any related materials or information;

(c) make the Services available on any file-sharing or application hosting service.

6.4 You are responsible for securely managing your login details and passwords for the Services. You must immediately notify us if you become aware of any unauthorised access to your account or disclosure of your log-in details or passwords.

6.5 You agree to:

(a) provide us with such access, facilities, information, cooperation and assistance that we reasonably require in order for us to provide the Services and properly perform our obligations under these Terms;

(b) comply with our directions and restrictions regarding access to and use of the Services, including, where applicable, any instructions to remove any Content from the Service;

(c) immediately on our written request cease any use of the Services that, in our opinion, does not constitute acceptable use; and

(d) where you become aware of any actual or potential misuse of the Services, notify us in writing as soon as reasonably possible.

6.6 You are responsible for determining that the Services meet the needs of your business and are suitable for the purposes for which the Services are used. We accept no responsibility or liability in relation to your decision to use the Services.

6.7 You acknowledge that we may monitor your Content and your use of the Services for the purpose of ensuring compliance with the Agreement and compliance with our legal obligations, and you agree that we may disclose any information or Content to third parties if this is necessary to satisfy our legal obligations, protect Clear21 or our customers, or operate the Services properly.

6.8 Prohibited Use of Automated Tools and Content Extraction

You must not use, or attempt to use, any robot, spider, scraper, crawler, or other automated means or interface to access the Service or extract data or content from the Service without our prior written consent. You must not send more request messages to the Service in any given period than a human can reasonably produce using a standard web browser. Without limiting the foregoing, you are expressly prohibited from ripping, copying, scraping, downloading, or otherwise reproducing content from the Service without our prior written consent.

6.9 No Modification to Platform Interface

You must not alter, modify, adapt, or otherwise change the appearance, layout, operation, or functionality of any part of the user interface (UI) of the Platform. This prohibition includes, but is not limited to, modifying design elements, layout structures, UI controls, or any other visual or interactive components of the Platform.

6.10 No Unauthorised Addition of Features or Links

You must not add, introduce, or embed any links, buttons, scripts, plug-ins, or other interactive or navigational elements to or within the Platform, whether directly or via third-party tools or code, that are not part of the standard features that we provide. This includes, without limitation, the insertion of external links, integration of third-party services, or creation of custom controls that may interfere with or alter the standard user experience or functionality of the Platform.

7. INTELLECTUAL PROPERTY

7.1 Except as expressly provided in these Terms, nothing in the Agreement assigns ownership in, or otherwise grants any rights to you in, any Intellectual Property.

7.2 You acknowledge that, as between you and us, we remain the absolute legal and beneficial owner of (or, as applicable, licensee over) all Intellectual Property in the Software, the Services, and anything else supplied or made available by us under these Terms.

7.3 Without limiting paragraph 7.2, any:

(a) Intellectual Property developed by us; and

(b) updates or improvements to the Software or Services,

immediately and directly vest in us upon creation and will form part of our Intellectual Property.

7.4 You acknowledge that:

(a) you have no ownership rights, title or interest in or to our Intellectual Property, and you agree not to dispute our ownership of the same; and

(b) the Software contains certain open-source software, and that, subject to our obligation to perform with reasonable skill and care, we have no liability for any loss or underperformance to the extent that it is caused by any open-source software.

7.5 To the extent permitted by applicable laws, you grant Clear21 a worldwide, transferable, sublicensable, irrevocable, royalty-free, non-exclusive licence to store, host, use, copy and modify any Content provided through your use of the Services, including Intellectual Property in such Content. We will treat such Content in accordance with these Terms.

7.6 If you submit feedback or ideas about the Services, whether through our website or otherwise (‘Feedback’), you:

(a) agree that we may use such Feedback for our commercial purposes without any compensation to you, including without limitation for development and improvement of the Service; and

(b) grant Clear21 an exclusive, perpetual, worldwide, transferable, sublicensable, irrevocable, royalty-free licence to store, host, use, copy and modify the Feedback (including Intellectual Property in the Feedback) you provide to Clear21 in any way.

7.7 Notwithstanding any other provision of these Terms, you agree that we may use your Content or any other data set which relates to your use of the Services on an anonymised and aggregated basis, for the purpose of creating or providing to third parties statistical or analytic-based information about the Services, our business, or the activities of our customers.

7.8 You must do all acts and things necessary to give effect to this paragraph 7.

8. CONFIDENTIALITY

8.1 In these Terms:

‘Confidential Information’ means any information or material – in any form and whether or not designated as confidential – disclosed directly or indirectly, and by any means, by one party to the other, and relating to (i) the content of this Agreement, (ii) (where we are the Discloser) the Software or the Services, or (iii) the Discloser’s Intellectual Property, customers, partners, contacts, suppliers, services, products, finances, operations, processes, formulae, plans, strategy, market opportunities, customer lists, and commercial relationships. In all cases:

(a) it includes material or information containing, or that was created or derived by or on behalf of the Recipient from, the information referred to above; and

(b) it does not include information or material that:

i) was lawfully known by the Recipient prior to disclosure by or on behalf of the Discloser;

ii) was disclosed to the Recipient at any time by a third party who had not disclosed it in breach of an obligation of confidentiality owed to the Discloser or to another third party;

iii) at the time of disclosure was, or subsequently becomes, publicly available, other than through any breach of this agreement by the Recipient; or

iv) has been agreed by the Discloser in writing as being excluded from the ambit of Confidential Information.

‘Discloser’ means a party disclosing Confidential Information, directly or indirectly, to the Recipient.

‘Recipient’ means a party who receives Confidential Information, directly or indirectly, from the Discloser.

8.2 Except as otherwise permitted by these Terms, the Recipient must, in relation to the Confidential Information of the Discloser:

(a) only use the Confidential Information for the purposes of exercising its rights and performing its obligations under these Terms;

(b) keep the Confidential Information confidential, and only disclose the Confidential Information:

(i) to its officers, employees, agents, contractors and subcontractors (‘Personnel’), who have a need to know for the purposes of fulfilling the Recipient’s obligations under these Terms;

(ii) to its professional advisors, for the purpose of being advised in relation to the Agreement, provided that such advisors are subject to undertakings of confidentiality;

(iii) to the extent permitted under these Terms, or as required by any law or order of any court, governmental agency or body having the power to compel disclosure;

(iv) (where Clear21 is the Recipient) to any organisations in the same group of companies; or

(v) with the prior written consent of the Discloser;

(c) ensure that its relevant Personnel, subcontractors and group companies are made aware of and are bound in writing by the duty of confidence that is owed by the Recipient; and

(d) on discovery of any breach of this paragraph 8 by the Recipient or any person in possession of Confidential Information through the Recipient, immediately notify the Discloser of such breach and co-operate with the Discloser in every reasonable way to help the Discloser regain possession of the Confidential Information and prevent its further unauthorised use or disclosure.

8.3 iBodyshop. You acknowledge that the Platform interoperates with the iBodyshop platform (www.ibodyshop.com) owned and operated by the DNS Technology Group. You agree that we may list your company identification, company name, postcode, phone and email address of your operations on iBodyshop. Your details will be visible and usable by registered users of iBodyshop. These details will not be generally available to be viewed by persons that are not registered users of iBodyshop.

8.4 Pricing information. You acknowledge and agree that:

(i) your identity will be visible to Authorised Repairers via the Service;

(ii) as part of the onboarding process, the Service provides you with the option to select whether you are an OEM Supplier or Seller in respect of your use of the Service and provision of Pricing Information; and

(iii) you are responsible for your Pricing Information and any other information you submit to the Services, including for its legality and accuracy.

9. PRIVACY

9.1 ‘Personal Data’ is as described in the Data Protection Act 2018.

9.2 You and we both undertake to comply with all applicable laws governing the protection of Personal Data.

9.3 You warrant that you will have a lawful basis (and, where required, a special category condition) for all Personal Data that you upload using the Services and for all other Personal Data that you provide to us pursuant to this Agreement.

9.4 Our use of Personal Data is as described in our Privacy Policy, located at https://www.repairconnection.com/privacy-policy, as amended from time to time.

9.5 Where we act as a processor on your behalf (typically in your day-to-day input of information into the Software), our processing will be carried out in accordance with Schedule 1 to these Terms. The Software includes functions that are performed on our behalf by another of our group companies, and also by certain external partners, whose details are as set out in Schedule 1 to these terms. They act as our sub-processors.

9.6 Each of us will implement reasonable technical and organisational measures to protect against the misuse, loss or unauthorised disclosure of any Personal Data that is collected or received by either party under these Terms. Such measures must be in accordance with generally accepted industry practice and in any event must be at least as protective as the measures adopted by a party to protect its own data of a similar nature or importance.

International transfers

Controller to controller

9.7 We have a support team located in Australia that deals with escalated support queries. You acknowledge that, in the event that you require escalated customer support, or on certain other occasions when you are in contact with us, your Personal Data will be transferred outside the United Kingdom. In this situation, we will each be a separate controller over Personal Data.

9.8 In respect of the situation described in clause 9.7, you and we agree that the International Data Transfer Agreement (‘IDTA’) issued under the laws of the United Kingdom is hereby incorporated between you and our group company, Clear21 Pty Ltd ACN: 645 481 983 , and Schedule 2 contains further information required for the purposes of completing the IDTA.

Controller to processor

9.9 Where we fulfil the function of processor as described in clause 9.5 and Schedule 1, this will involve the transfer of data to sub-processors based outside the United Kingdom. In respect of this, we confirm that the IDTA is, or will be, in place between us and our sub-processors to enable the lawful transfer.

10. CUSTOMER DATA

General

10.1 We acknowledge that (‘Customer Data’) is owned by you.

10.2 You are responsible for the accuracy, quality and legality of Customer Data, and we accept no liability for the content of Customer Data.

11. PERMITTED DISCLOSURES

11.1 You acknowledge that in order to manage your account, we may provide your access information and account data (including any Personal Data) to:

(a) your employee or agent who is identified in the registration data as the current system administrator for your account (‘Current Administrator’); and

(b) such other employees or agents whom you designate to us in writing for administration purposes.

11.2 Any other person you identified as an authorised user of the Services will have access to the account data, subject to any access permissions that you or the Current Administrator have assigned to them.

12. SERVICE USE, STORAGE AND ACCESS

12.1 We will maintain security controls over Customer Data and Content in accordance with our Security Policy, located at https://www.repairconnection.com/security-policy

12.2 Notwithstanding paragraph 12.1, we may, in our sole discretion and with reasonable notice to you (via publication on the Services site or by email to you), revise, update, or otherwise modify the Services and establish or change limits concerning use of the Services, temporarily or permanently, including but not limited to:

(a) the amount of storage space you have on the Services at any time, and

(b) the number of times (and the maximum duration for which) you may access the Services in a certain period of time.

12.3 We may make changes referred to in paragraph 12.2 effective immediately to maintain the security of the Services or of users’ access information or to comply with any laws, and we will provide you with written notice within 30 days of such change.

12.4 Your continued use of the Services constitutes your agreement to the changes referred to in this paragraph 12.

12.5 We may, from time to time, perform maintenance on the Software resulting in interrupted service, delays or errors in the Services. We will provide prior notice of scheduled maintenance but cannot guarantee that notice will be provided for any unscheduled maintenance.

13. WARRANTIES

13.1 Each party represents and warrants to the other party that:

(a) it is duly authorised to enter into the Agreement; and

(b) it has obtained all relevant licences, permissions, authorisations, consents and approvals required to perform its obligations under the Agreement.

14. LIMITATION OF LIABILITY AND INDEMNITY

14.1 To the maximum extent permitted by law, and except as otherwise expressly set out in these Terms:

(a) all express or implied guarantees, warranties or representations, other than those set out in these Terms, are excluded; and

(b) the Services are provided to you on an ‘as is’ basis.

14.2 We do not warrant that:

(a) the Services will be error-free, free from viruses, or operate without interruption (including as a result of interference or prevention of access to the Services as a result of the operation of public telephone services, computer networks and/or the internet);

(b) external or third-party systems will always be functional; or

(c) the Services will meet the particular requirements of your business.

14.3 Nothing in this Agreement limits either party’s liability for death or personal injury caused by negligence, for fraud, or for any other matter for which liability may not be limited or excluded by law. In all other events, Clear21’s maximum aggregate liability to you (whether incurred in contract, in tort, under an indemnity, in equity, or in any other way), arising under or in connection with the Agreement will in no circumstances exceed the higher of (a) the equivalent of two months’ Fees (calculated by reference to the average monthly Fees charged to you in the preceding six months), and (b) £250.

14.4 Subject to paragraph 14.3, Clear21 will not be liable for any indirect or consequential loss or damage suffered or incurred by you in any way which arises from your Subscription or use of the Services.

14.5 You acknowledge that a breach of any provisions of these Terms, or any infringement of our suppliers’ Intellectual Property, may cause Clear21 irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that we will be entitled, in addition to any other remedies available to us, to seek in any court of competent jurisdiction any relief (whether equitable or otherwise) to prevent or restrain any such breach or infringement.

15. CANCELLATION OF SUBSCRIPTION

15.1 You can cancel your Subscription at any time by providing at least 7 days’ written notice to us.

15.2 We can cancel your Subscription at any time by providing at least 7 days’ written notice to you.

15.3 If cancelled under paragraph 15.1 or 15.2, your Subscription will end at the conclusion of the then-current Subscription Period. If cancelled less than 7 days before the end of the current Subscription Period, it will roll into a new Subscription Period and then end following this.

15.4 Upon your cancellation of the Services and with effect from the end of the last Subscription Period:

(a) your access to the Services will cease;

(b) this Agreement will automatically terminate; and

(c) you will not be entitled to any refund of Subscription Fees.

16. TERMINATION

16.1 We may, in our sole discretion and without liability for termination, suspend or terminate this Agreement immediately on notice to you if you materially breach this Agreement, save that where we believe that the breach is remediable, we will first give you 7 days in which to remedy the breach before terminating it.

16.2 Upon cancellation or termination, you must immediately cease accessing or using the Services, and you remain liable to pay all sums due to the date of cancellation or termination.

16.3 We may terminate a free or trial account at any time and in our sole discretion.

16.4 We may terminate this Agreement at any time if you are insolvent or unable to pay your debts as they fall due, or if you cease to trade or threaten to cease to trade.

16.5 Any provision of these Terms that either explicitly or by implication survives termination will do so.

17. OTHER PROVISIONS

17.1 This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation, is governed by the laws of England and Wales. Both you and we submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual claims and disputes).

17.2 This Agreement constitutes the entire agreement between you and us and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter.

17.3 If any provision of these Terms is found to be invalid or unenforceable, it will to the extent required be deemed not to form part of them, without affecting the remainder of these Terms.

17.4 You may not assign, transfer or subcontract any of your rights or obligations in these Terms to any third party without our written approval. We may assign, transfer or subcontract any rights or obligations under these Terms without your consent.

17.5 No person other than you and us has a right to enforce any term of this Agreement, and the Contracts (Rights of Third Parties) Act 1999 is hereby excluded for this purpose. However, our group company Clear21 Pty Ltd is entitled to enforce the IDTA at Schedule 2.

18. BETA FEATURES

18.1 From time to time, we may include new or updated beta features (‘Beta Features’) in the Services for your trial and use, for which fees may apply.

18.2 You understand and agree that:

(a) your use of any Beta Features is voluntary, and we are not obliged to provide you with any Beta Features;

(b) once you use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature; and

(c) if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version.

18.3 The Beta Features are provided on an ‘as is’ basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device.

19. SOCIAL MEDIA SITES

19.1 We may provide forums on social media platforms such as Facebook, X and LinkedIn that enable online sharing and collaboration among users who have registered to use such platforms.

19.2 Any content you post or any Personal Data that you make available on these platforms is subject to the terms of use and privacy policies of those platforms.

20. THIRD-PARTY PRODUCTS AND SERVICES

20.1 We may:

(a) tell you about third-party products or services, including via the Service; or

(b) provide access or links to third-party websites.

20.2 If you decide to use any third-party products or websites, you are solely responsible for this. You should review the separate product terms, website terms and privacy policies of the relevant third parties. We are not liable for any damages, claims or liabilities arising in relation to third-party products, services and websites.

SCHEDULE 1 - DPA

This Data Processing Agreement ('DPA') applies to all data processed by Clear21 on your behalf.

1. DEFINITIONS

1.1 In addition to the other definitions defined elsewhere in this Agreement, the following definitions apply in this Schedule 1:

1.1.1 ‘Controller’, ‘Processor’ (with ‘Sub-Processor’ interpreted accordingly), ‘Data Subject’, ‘Personal Data’, ‘Personal Data Breach’, and ‘processing’ are as defined in Data Protection Legislation;

1.1.2 ‘Data Protection Legislation’ means each law then in force relating to the collection, processing, storage, privacy and use of personal data, as applicable to either party, including (i) the Data Protection Act 2018; (ii) the EU GDPR; (iii) the UK GDPR; (iv) the Privacy and Electronic Communications Regulations 2003; and (v) all legally binding codes of practice and codes of conduct relating to such Data Protection Legislation;

1.1.3 ‘Domestic Law’ means the law of the United Kingdom;

1.1.4 ‘EU GDPR’ means the General Data Protection Regulation ((EU) 2016/679);

1.1.5 ‘EU Law’ means the law of the European Union or any member state of the European Union;

1.1.6 ‘UK GDPR’ means the United Kingdom’s retained version of the EU GDPR.

2. DATA PROCESSING

2.1 Both you and we will comply with all applicable requirements of Data Protection Legislation.

2.2 For the purposes of Data Protection Legislation, in relation to your use of our software, you are the Controller, and Clear21 is the Processor.

2.3 Without prejudice to the generality of clause 2.1, we shall, in relation to any Personal Data processed in connection with our performance of obligations under this Agreement:

2.3.1 process that Personal Data only on your written instructions unless we are required by Domestic Law to otherwise process that Personal Data;

2.3.2 ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, such measures to be appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

2.3.3 ensure that all personnel who have access to or process Personal Data are obliged to keep the Personal Data confidential; and

2.3.4 not transfer Personal Data outside of the UK or EEA unless your prior written consent has been obtained and the following conditions are fulfilled: (a) you or we have provided appropriate safeguards in relation to the transfer; (b) the Data Subject has enforceable rights and effective legal remedies; (c) we comply with obligations under Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (d) we comply with your reasonable instructions notified to us in advance with respect to the processing of the Personal Data;

2.3.5 subject to you paying our reasonable costs, assist you in responding to any request from a Data Subject and in ensuring compliance with your obligations under Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

2.3.6 notify you without undue delay on becoming aware of a Personal Data Breach;

2.3.7 at your written direction, delete or return Personal Data and copies thereof to you on termination of the Agreement unless required by Domestic Law to store the Personal Data; and

2.3.8 maintain complete and accurate records and information to demonstrate our compliance with this section 2.

2.4 You consent generally to us appointing a Sub-Processor. We confirm that we have entered or (as the case may be) will enter into a written agreement incorporating terms which are substantially similar to those set out in this section 2 with any such Sub-Processor. As between you and us, we remain liable for all acts or omissions of any Sub-Processor appointed. A list of our Sub-Processors, and a description of their function, is set out in Annex 2 to this Schedule 1.

2.5 We may, at any time on not less than 30 days’ notice, revise this section 2 by replacing it with any applicable controller-to-processor standard clauses or similar terms adopted under Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).

ANNEX 1 – Personal Data processing purposes and details

Subject matter of processing: enabling the provision of the Software.

Duration of Processing: the term of the agreement.

Nature of Processing: processing and storing personal data on the Customer’s behalf pursuant to the agreement.

Business Purposes: the provision of software.

Personal Data Categories: Names, addresses, contact details, dates of birth, gender, financial details, job role, vehicle information and details, source of business,

Data Subject Types: the Customer’s staff, and suppliers and customers of the Customer.

ANNEX 2 – Sub-processors

NAME - ROLE

1Password - Enterprise password manager used to store authentication secrets and strengthen password security

Adobe - Graphic Design Software used for application design and marketing processes

Amazon Web Services - Cloud hosting

Canva - Design

Clear21 AU (group company) - Providing the Clear21 solution

Confluence - Business Document management software

Data Dog - Vulnerability scanning software to identify, log and resolve technical vulnerabilities

ELMO - Human resources information system used to manage employee processes such as onboarding, offboarding and performance

ESET - Anti-virus software used to protect endpoint devices from malware

JIRA - Ticketing software used to log events and requirements to support the internal controls

Mailchimp - Email Marketing

Office 365 - Microsoft suite of enterprise productivity, collaboration, and communication tools

Pingdom - System monitoring software used to log events and raise alerts to support system security and availability

Pipedrive - Sales pipeline management

Trello - Planning and productivity SAAS used for task management.

Xero - Finance management tool

Zendesk - Ticketing software used to log events and requirements to support internal controls

SCHEDULE 2 – IDTA details

The following details complete the Information Commissioner’s IDTA, enabling lawful transfer of data from the United Kingdom to a third country to which a finding of adequacy has not been made.

It is made between the Customer and Clear21 Pty Ltd, a company incorporated and registered in Australia with company number 645 481 983, whose registered office is at Level 1, 6-8 Compark Circuit, Mulgrave, Victoria 3170, Australia (“Importer”).

GENERAL INFORMATION

1. This IDTA works alongside our standard terms and conditions – which, for the purposes of the IDTA, is the “Linked Agreement”.

2. The Mandatory Clauses of the IDTA apply, save to the following extent (and provided that the changes do not reduce the Appropriate Safeguards):

• to ensure correct cross-referencing, and they are hereby so amended to work alongside the referencing in this Agreement as a whole;

• to remove those Sections which are expressly stated not to apply to the selections made by the Parties in Table 2: Transfer Details, that the Parties are Controllers, Processors or Sub-Processors, and/or that the Importer is subject to, or not subject to, the UK GDPR. The Exporter and Importer understand and acknowledge that any removed Sections may still apply and form a part of this IDTA if they have been removed incorrectly, including because the wrong selection is made in Table 2: Transfer Details;

• so that reference is to the correct location of the same information, or where clauses have been removed as they do not apply;

• as necessary to update the IDTA to reflect changes made to the IDTA: such changes will apply automatically.

3. From time to time, the ICO may publish a revised IDTA which makes reasonable and proportionate changes to the IDTA, including correcting errors or reflecting changes to UK Data Protection Laws. The IDTA is automatically amended as set out in the revised IDTA from the date on which it becomes effective in law.

PART 1: TABLES

Table 1

The Table 1 information is supplied in the Linked Agreement and in the introductory paragraphs to this IDTA. Acceptance of the Linked Agreement entails acceptance of this IDTA with the Importer.

To the extent that any information required by Table 1 is not stated in the Linked Agreement or in the sections above and is compulsory to provide, the Exporter and the Importer undertake to provide such information in writing immediately, upon which it will become part of the IDTA.

Table 2

The Table 2 information is supplied in the Linked Agreement, subject to the following further information:

• The Customer is both the Exporter and a controller.

• Clear21 Pty Ltd is both the Importer and a controller.

• The term of the IDTA is the term of the Linked Agreement.

• The Importer may transfer Personal Data without further restrictions.

• The IDTA will be reviewed every three years, subject to paragraph 3 of the ‘General Information’ section. If neither party confirms a wish in writing to the other party to amend the IDTA following a review, the IDTA will continue in force unchanged.

To the extent that any information required by Table 2 is not stated either above or in the Linked Agreement and is compulsory to provide, the Exporter and the Importer undertake to provide such information in writing immediately, on which it will become part of the IDTA.

Table 3

The Table 3 information is supplied in the Linked Agreement, subject to the following further information:

• No special categories of Personal Data will be transferred.

• Categories of Data Subject will update automatically if information in the Linked Agreement is updated.

• Security arrangements are the standard arrangements in force from time to time in the Importer’s group of companies, a copy of which is available on request.

To the extent that any information required by Table 3 is not stated either above or in the Linked Agreement and is compulsory to provide, the Exporter and the Importer undertake to provide such information in writing immediately, on which it will become part of the IDTA.