Last updated: 1 July 2026
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These Terms of Service (“Terms”) govern the use of the Software, Services and Documentation provided by Dealerkit Limited, a company registered in England and Wales under company number 13396364, whose registered office is at 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ (“Dealerkit”). By signing an Order Form the Customer agrees to comply with and be bound by the Agreement and acknowledges that they constitute a legally binding contract between Dealerkit and the Customer. The Order Form and the Terms together constitute the “Agreement”.

1.1. Licence. Subject to the Customer purchasing Subscriptions, Dealerkit grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicenses, to permit the Authorised Users to access and use the Software, Services and the Documentation during the Term solely for the Customer's internal business operations. This licence also permits the Authorised Users to receive and use any free supplementary software code or Updates.

​1.2. Customer Approved Partner account control. Dealerkit does not recommend designating an Authorised User of a Customer Approved Partner as a Super Administrator but if it does it acknowledges that the Customer Approved Partner will be able to control account information, including Customer Data, and access to the Customer's account.
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1.3. No affiliate use. The licence provided under clause 1.1 is granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
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1.4. Subscription length. This Agreement shall, unless otherwise terminated in accordance with the provisions of the Agreement, commence on the Effective Date and continue for the Term.
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1.5. Automatic upgrades.

(a) If the Customer’s average sales volumes across any three month period during the Term exceeds those set out in the Subscription Usage Restrictions (as of the Effective Date or as varied in accordance with clause 1.5(c)(i)), Dealerkit will automatically move the Customer to a higher Subscription tier that best aligns with the current average sales volumes of the Customer. The Customer agrees to such automatic upgrades.

(b) Dealerkit will provide the Customer with prior written notice of the automatic upgrade, including details of the increased Fees that will apply, and it will take effect from the Upgrade Date.

(c) From the Upgrade Date:

(i) Dealerkit shall provide the Services in accordance with the upgraded Subscription tier and the Subscription Usage Restrictions will be deemed varied in accordance with clause 13.3(a); and

(ii) the increased Fees will apply and the Customer shall pay them in accordance with clause 2.1.

1.6. Requesting a downgrade. Downgrades (which includes decreases in the limits set in the Subscription Usage Restrictions) are only permitted upon Dealerkit’s written consent. To request a downgrade the Customer should email [email protected].
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2.1. The Fees. The Customer shall pay the Fees to Dealerkit for Subscriptions in accordance with this clause 2 and the Order Form.

​2.2. Payment method. Upon signing the Order Form, the Customer agrees to provide Dealerkit with a valid payment card or mandate to collect payment of the Fees via direct debit and authorises Dealerkit to deduct ongoing recurring payments of the Fees as agreed in the Order Form. Payment cards must be registered in the Customer’s name and are subject to validation and authorisation checks of the card issuer.

​2.3. Late payment of Fees. If Dealerkit has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Dealerkit:

(a) Dealerkit may, on no less than 5 Business Days' notice to the Customer and without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Dealerkit shall be under no obligation to provide any or all of the Services while the Fees concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

​2.4. Price increases. Dealerkit shall be entitled to increase the Fees as follow:

(a) the core platform fee may be increased effective from the start of the next renewal term upon 30 days’ prior notice to the Customer; and

(b) the usage charges may be increased upon 30 days’ prior notice to the Customer and will become effective upon expiry of that notice period.

​2.5. Other payment terms. All amounts and fees stated or referred to in the Agreement:

(a) shall be payable in pounds sterling;

(b) are non-cancellable and non-refundable;

(c) are exclusive of value added tax.

​3.1. What the Customer shall do. The Customer shall:

(b) provide Dealerkit with all necessary co-operation in relation to the Agreement and all necessary access to such information as may be required by Dealerkit in order to provide the Services, including but not limited to Customer Data, security access information, configuration services;

(c) ensure that all contact, email and name details used in connection with the Services (including those of Authorised Users) are accurate and kept up to date during the Term;

(d) without affecting its other obligations under the Agreement, comply with all applicable laws and regulations with respect to its activities under the Agreement;

(e) carry out all other Customer responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Dealerkit may adjust any agreed timetable or delivery schedule as reasonably necessary;

(f) ensure that all Authorised Users are 16 years of age or older;

(g) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of the Agreement and shall be responsible for any Authorised User's breach of the Agreement;

(h) in relation to Super Administrators:

(i) assign and maintain at least one of its Authorised User as such at all times during the Term;

(ii) ensure that any request to replace a Super Administrator (where this cannot be done directly by the Customer on the Software) is made by a person proven to be acting on behalf of the Customer. Dealerkit shall only make such a change if (i) there is only one Super Administrator on the account and (ii) Dealerkit is lawfully obliged to do so (including by court order) or if the Super Administrator cannot make the change themselves, for example in the event of death, provided the Customer supplies acceptable evidence of such inability;

(i) obtain and shall maintain all necessary licences, rights, consents, and permissions necessary for Dealerkit, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;

(j) ensure that its network, browser, equipment and systems comply with the relevant specifications provided by Dealerkit from time to time to use the Service;

(k) be, to the extent permitted by law and except as otherwise expressly provided in the Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Dealerkit’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;

(l) use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Dealerkit. Where an Authorised User misuses the Customer’s account, the Customer shall be responsible for taking remedial action to protect its account;

(m) permit Dealerkit to monitor and audit (upon reasonable prior written notice) the Customer’s use of the Services in order to ascertain any breaches of the Agreement; and

(n) comply with the Acceptable Use Policy at all times.

​3.2. What the Customer shall not do. The Customer shall not:

(a) exceed any Subscription Usage Restrictions unless it has paid the necessary usage charges specified in the Order Form or has obtained Dealerkit’s written consent;

(b) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Agreement:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or

(c) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;

(d) use the Services and/or Documentation to provide services to third parties;

(e) subject to clause 13.8, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users;

(f) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under clause 1.1;

(g) introduce or permit the introduction of any Virus or Vulnerability into the Services or Dealerkit’s network and information systems.

(h) permit access to the Services without first having ensured that each Authorised User shall keep a secure password for their use of the Services and Documentation, and that each Authorised User shall keep their password confidential;

(i) represent any Output as being approved or vetted by Dealerkit or as being an original work or a wholly human-generated work; and

(j) access, store, distribute or transmit any Viruses, or any material (including Output) during the course of its use of the Services that:

(i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;

(ii) facilitates illegal activity;

(iii) depicts sexually explicit images;

(iv) promotes unlawful violence;

(v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;

(vi) consists of personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs or trade union membership, data concerning health, sex life or sexual orientation, genetics or biometrics;

(vii) is otherwise illegal or causes damage or injury to any person or property.
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​4.1. Provide the Services. Dealerkit shall, during the Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of the Agreement and substantially in accordance with the Documentation.

​4.2 Availability of the Services. Dealerkit shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance; and

(b) unscheduled maintenance performed outside Normal Business Hours, provided that Dealerkit has used reasonable endeavours to give the Customer notice in advance where possible.

​4.3. Obtain permissions. Dealerkit warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.

Each party will, at all times during the Term, comply with the DPA.
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​6.1. Integration Providers.

(a) the Customer acknowledges and agrees that the Software may contain, or otherwise enable, links to and integrations with Integration Provider Services. Access to any Integration Provider Service linked to the Software is at the Customer’s own risk, and Dealerkit is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made by, on, or through such Integration Provider Services. Dealerkit has no responsibility for the content, functionality, or availability of such Integration Provider Services, and does not endorse such Integration Provider Services. If the Customer chooses to grant an Integration Provider any access to its Dealerkit account/Software, it is solely responsible for that Integration Provider Service having access to its data, including Customer Data, and connections contained therein, and for any/all actions that the Integration Provider may take on the Customer’s behalf;

(b) the Customer warrants that:

(i) it has obtained all necessary rights, releases, and permissions to permit Dealerkit to:

(ii) Dealerkit’s use of the Customer’s data from Integration Providers, as the Customer authorises in the Agreement or through the Software, will not violate any Integration Provider’s terms of service that the Customer has agreed to or is otherwise required to comply with.

​6.2. Other third party providers. The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Dealerkit makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Dealerkit. Dealerkit recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Dealerkit does not endorse or approve any third-party website nor the content of any of the third-party websites made available via the Services.
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​7.1. Dealerkit's obligations shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Dealerkit's instructions, or modification or alteration of the Services by any party other than Dealerkit or Dealerkit's duly authorised contractors or agents. If the Services do not conform with the Agreement, Dealerkit will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 4.1.

​7.2. Dealerkit does not warrant that:

(a) the Customer's use of the Services will be uninterrupted or error-free;

(b) that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements;

(c) the Software or the Services will be free from Vulnerabilities or Viruses;

(d) any material accessed through the Services (including Output) will be accurate or complete;

(e) the Services can, or should, be used as a substitute for appropriate and suitably qualified legal, financial, tax, accounting, investment and other professional advice; or

(f) any third-party services accessed through the Software or Services will perform as expected or meet the Customer's requirements.

​7.3. Dealerkit is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

​7.4. The Customer acknowledges and agrees that:

(a) Templates disclaimer. The Services may provide access to templates (including but not limited to invoices, agreements and other documents) and that such templates are provided for convenience only. Dealerkit makes no representation or warranty regarding their suitability, accuracy, completeness or compliance with applicable laws. Dealerkit shall not be liable for any loss, claim, damage or liability arising from the Customer’s use of such templates and the Customer remains solely responsible for ensuring the appropriateness and legality of any such use; and

(b) AI disclaimer. The Services may include the option to interact with AI functionality. This AI functionality uses emerging artificial intelligence technology and may produce Output that is inaccurate, offensive or inappropriate and which does not represent the views of Dealerkit. The Customer remains solely responsible for verifying the accuracy, suitability and legality of Output. Dealerkit shall not be liable for any loss, claim, damage or liability arising out of or in connection with the Customer’s reliance upon, or use of, any Output.

​7.5. The Agreement shall not prevent Dealerkit from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.
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​8.1. The Customer:

(a) acknowledges and agrees that Dealerkit and/or its licensors own all intellectual property rights in the Software, Services, Documentation and Feedback. Except as expressly stated herein, the Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Services, Documentation and Feedback;

(b) shall own all right, title and interest in and to all of the Input that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Input;

(c) shall own all right, title and interest in and to all of the Output;

(d) warrants that the receipt and use of Input by Dealerkit shall not infringe the rights, including any intellectual property rights, of any third party;

(e) hereby grants Dealerkit a worldwide, limited, royalty-free, fully-paid up, non-exclusive licence to use:

(i) the Input as necessary to provide the Services, generate statistical data about the Customer’s use of the Software, as stated in clause 8.2 or as otherwise instructed by the Customer or an Authorised User; and

(ii) the Output as stated in clause 8.2;

(f) acknowledges that Outputs provided to the Customer may be similar or identical to Outputs independently provided by Dealerkit to others.

​8.2. Dealerkit may use Input and Output to train or otherwise improve the Software, but only if such Inputs and Output have been (a) de-identified so that they do not identify the Customer, its users or any other person and (b) aggregated with data across other customers.
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​9.1. Each party undertakes that it shall not at any time during the Term, and for a period of two years after termination or expiry of the Agreement, disclose to any person any Confidential Information of the other party, except as permitted by clause 9.2.

​9.2. Each party may disclose the other party's Confidential Information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 9; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

​9.3. No party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.

​10.1. The Customer shall defend, indemnify and hold harmless Dealerkit, its employees, sub-contractors and agents against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:

(a) the Customer is given prompt notice of any such claim;

(b) Dealerkit provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

(c) the Customer is given sole authority to defend or settle the claim.

​10.2. Dealerkit shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation (excluding the use of any Input or Output) in accordance with the Agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a) Dealerkit is given prompt notice of any such claim;

(b) the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Dealerkit in the defence and settlement of such claim, at Dealerkit’s expense; and

(c) Dealerkit is given sole authority to defend or settle the claim.

​10.3. In the defence or settlement of any claim, Dealerkit may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

​10.4 In no event shall Dealerkit, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

(a) a modification of the Services or Documentation by anyone other than Dealerkit;

(b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Dealerkit;

(c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Dealerkit or any appropriate authority; or

(d) the Customer's breach of the Agreement.

​10.5. The foregoing states the Customer's sole and exclusive rights and remedies, and Dealerkit's (including Dealerkit's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

​11.1. Except as expressly and specifically provided in the Agreement:

(a) the Customer assumes sole responsibility for results and Output obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Dealerkit shall have no liability for any damage caused by errors or omissions in any Input, information, instructions or scripts provided to Dealerkit by the Customer in connection with the Services, or any actions taken by Dealerkit at the Customer's direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and

(c) the Software, Services, Documentation and Output are provided to the Customer on an "as is" basis.

​11.2. Nothing in the Agreement excludes the liability of Dealerkit:

(a) for death or personal injury caused by Dealerkit's negligence; or

(b) for fraud or fraudulent misrepresentation.

​11.3. Subject to clause 11.1 and clause 11.2:

(a) Dealerkit shall have no liability for any:

(i) loss of profits,

(ii) loss of business,

(iii) wasted expenditure,

(iv) depletion of goodwill and/or similar losses,

(v) loss or corruption of data or information; and

(vi) any special, indirect or consequential loss, costs, damages, charges or expenses.

(b) Dealerkit's total aggregate liability to the Customer (including in respect of the indemnity at clause 10.2), in respect of all breaches of duty occurring within any Contract Year shall not exceed one hundred percent (100%) of the total Fees paid in the contract year in which the breaches occurred. If breaches committed in more than one Contract Year give rise to a single claim or a series of connected claims, Dealerkit’s total liability for those claims shall not exceed the single highest annual cap for those Contract Years.

​11.4. References to liability in this clause 11 include every kind of liability arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

​11.5. Nothing in the Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Dealerkit’s intellectual property rights.

​12.1. Dealerkit may, without liability to the Customer, suspend the Customer’s access to all or part of the Services with immediate effect by giving written notice to the Customer if:

(a) the Customer breaches any of the provisions of clause 3.2; or

(b) Dealerkit considers (acting reasonably) that the Customer is making excessive requests to, or receiving excessive requests from, the Customer’s account via Dealerkit’s API.

​12.2. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.

​12.3. Dealerkit may terminate the Agreement for any other reason upon 30 days’ written notice to the Customer.

​12.4. On termination of the Agreement for any reason:

(a) all licences granted under the Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

(b) each party shall return and make no further use of any Confidential Information, equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

(c) Dealerkit may destroy or otherwise dispose of any of the Customer Data in its possession unless Dealerkit receives, no later than 14 days after the effective date of the termination of the Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Dealerkit shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Dealerkit in returning or disposing of Customer Data; and

(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

​13.1. Force majeure. Neither party shall be in breach of the Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months, the party not affected may terminate the Agreement by giving 5 days' written notice to the affected party.

13.2. Publicity. The Customer grants Dealerkit a non-exclusive licence to use the Customer’s name and logo on any of Dealerkit’s marketing and advertising materials. All intellectual property rights of the Customer are and shall remain the property of the Customer.

​13.3. Variation.

(a) Dealerkit may change these Terms (including any policies referred to in them) at any time. Dealerkit will seek to provide the Customer with reasonable notice of changes unless Dealerkit needs to make a change with immediate effect.
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(b) The Customer’s continued use of the Software after having been notified of changes to these Terms will be deemed Customer’s agreement to those changes and they will take effect immediately.

(c) Subject to clause 13.3(a), no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

​13.4. Conflict. If there is an inconsistency between any of the provisions of these Terms and the Order Form, the provisions in the Order Form prevail.

​13.5. Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

​13.6. Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.

​13.7. Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

​13.8. Dealings. The Customer shall not, without the prior written consent of Dealerkit, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement.

​13.9. Third party rights. Unless it expressly states otherwise the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

​13.10. Notices. All notices in relation to the Agreement must be in writing. Notices from the Customer to Dealerkit must be given by email to [email protected] or by recorded delivery to 71–75 Shelton Street, Covent Garden, London, England, WC2H 9JQ, United Kingdom. Notices from Dealerkit to the Customer may be sent by email to the email address of the Customer’s Super Administrator (or to such other email address as the Customer may notify to Dealerkit from time to time). Any notice shall be deemed to have been received upon transmission, or, if this time falls outside business hours, when business hours resume or on receipt for postal delivery.

(a) All notices in relation to the Agreement must be in writing. When given by:

(i) the Customer to Dealerkit they must go to this email address: [email protected]; or

(ii) Dealerkit to the Customer, they must be sent to the email address associated with the Customer’s billing contact,

or to such other email address as either party may notify to the other from time to time.

(b)Any notice shall be deemed to have been received upon transmission, or, if this time falls outside business hours, when business hours resume.

​13.11. Governing law. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

​13.12. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

​14.1. The definitions and rules of interpretation in this clause apply in the Agreement.
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Acceptable Use Policy: Dealerkit’s Acceptable Use Policy available at dealerkit.com/aup (or such other URL as notified to Customer) that governs the Customer’s use of the Services and Software, as amended from time to time.
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Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and Software, including the employees or contractors of Customer Approved Partners.
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Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
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Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or any information that would be regarded as confidential by a reasonable business person relating to:

(a)the business, assets, affairs, customers, clients, suppliers, or plans of the disclosing party; and

(b)the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party.
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Contract Year: a contract year means a 12 month period commencing on the Effective Date or any anniversary of it.
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Customer: the company that has, or whose authorised representative has, signed an Order Form.
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Customer Approved Partner: means a third party organisation that the Customer approves to access the Software on its behalf, such as accountants and marketing agencies.
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Customer Data: the data inputted by the Customer, Authorised Users, or Dealerkit on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
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DPA: Dealerkit’s Data Processing Agreement posted at dealerkit.com/dpa (or such other URL as notified to the Customer) as amended from time to time.
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Documentation: the document made available to the Customer by Dealerkit online via help.dealerkit.co.uk or such other web address notified by Dealerkit to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
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Effective Date: the effective date set out in the Order Form.
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Feedback: any feedback or suggestions provided by the Customer during the Term in relation to the Software and/or Services.
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Fees: the fees payable by the Customer to Dealerkit as set out in the applicable Order Form.
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Integration Provider: the provider of the Integration Provider Services.
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Input: any information, data, materials, text, prompts, images, or other content (including in the form of prompts or “queries”) submitted to the Software by the Customer and Input shall include Customer Data.
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Integration Provider Services: any third-party service, connection, site, platform, application, software, or integration that interoperates with the Software to enable delivery of the Services, including via Dealerkit’s API.
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Normal Business Hours: 9.00am to 6.00 pm local UK time, each Business Day.
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Order Form: the document or electronic form provided by Dealerkit and signed by the Customer that sets out the Fees, the Term and any additional services or charges.
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Output: means information, data, materials, text, images, code, works, expressions, including recommendations, data lists, performance comparisons, feature analyses or any other content generated or otherwise output from the Software exclusively in response to Customer Input.
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Services: the subscription services provided by Dealerkit to the Customer under the Agreement via app.dealerkit.uk or any other website notified to the Customer by Dealerkit from time to time, as more particularly described in the Documentation.
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Software: the online software applications provided by Dealerkit as part of the Services.
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Subscription: the subscription purchased by the Customer which entitles Authorised Users to access and use the Services in accordance with the Agreement as further set out in the Order Form.
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Subscription Usage Restrictions: any restrictions on the Customer’s usage of the Services (in addition to those in these Terms), as specified in the Order Form.
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Super Administrator: the Customer’s Authorised User nominated during onboarding that has day-to-day responsibility for management of the Customer’s use of the Services including the ability to cancel access to the Services, enable or disable third party integrations, manage permissions and adjust export settings.
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Term: the term of the Agreement as set out in the applicable Order Form that includes both the initial term and any subsequent renewal terms.
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Updates: corrections of errors, bug fixes, or performance improvements to the Software.
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Upgrade Date: the first day of the calendar month following the calendar month a notice issued under clause 1.5 is served in.
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Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
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Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

​14.2. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

​14.3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

​14.4. A reference to writing or written excludes fax but not email.