Our right to update our Terms of Service
We are permitted to update our Terms of Service (including our Data Processing Agreement and Privacy Policy) in accordance with the “Changes” section of our existing Terms of Service that you have agreed to so long as we provide you with reasonable notice of these changes. We are providing you with 30 days’ notice to consider the changes.
The current structure of our customer contracts
All of our existing customers sign a contract with us that governs the relationship between us, including their use of the Dealerkit platform.
Our customer contracts are currently made up of four key documents:
Order Confirmation (this is what you have signed)
Terms of Service
Data Processing Agreement
Privacy Policy
The new structure of our customer contracts
We have restructured our customer contracts.
The obvious thing you will notice first is that we are not asking you to sign anything. Previously, you signed a “pack” of documents. Your existing contract with us will remain but all of our terms will now be hosted directly at specific links on our website. For example, our core Terms of Service are now at dealerkit.co.uk/terms and our Data Processing Agreement is at dealerkit.co.uk/dpa. These are all automatically incorporated into the overall contract you have with us.
The next thing you might notice is the layout and formatting changes. We have updated our Terms of Service to include:
clause numbering
appropriate cross referencing between clauses
The use of frequent definition
The changes ensure the terms are more clear and easy to use for both you and us. This is typical for B2B contracts.
Your contract with us will now be made up of the following:
Order Confirmation (this will be replaced by an “Order Form” upon next renewal but is similar to the Order Confirmation)
Terms of Service (updated)
Data Processing Agreement (updated)
Acceptable Use Policy (new)
Pricing Page (new)
You will note that the Privacy Policy has been removed. This is targeted at specific platform users, not the company. This is also being updated and users are being notified separately.
Key changes to the Terms of Service
The Terms of Service are the core terms governing our relationship. They contain the legal aspects of our agreement. They also incorporate the other key documents (e.g. the Data Processing Agreement) to ensure they are contractually enforceable.
Topic
(and clause number in the new Terms of Service)
| What’s new or changing? |
Licence to use the platform (clause 1.1) | We’ve added a specific licence section that sets out the specific rights we grant to you to use the platform. This extends to you and your personnel (referred to as “Authorised Users”) accessing the platform for your internal business operations, whilst you have an active subscription in place and your payments are up to date.
We’ve confirmed that the licence:
|
Duration of your subscription/the contract (clause 1.4) | We’ve made it clearer how long your subscription/the contract will last including when it will start and end. |
Automatic upgrades and restriction on downgrades (clauses 1.5 and 1.6) | We’ve made it clearer how automatic upgrades will apply, including:
We’ve also clarified that downgrades are not permitted without our permission.
|
Fees (clause 2) | We’ve made it clear that all fees are to be payable in GBP and are non-cancellable and non-refundable.
If you are late in paying our fees we may suspend your account and charge your interest on the unpaid amount. |
Price increases (clause 2.4) | We will be entitled to increase our fees as follows:
|
Your obligations (clause 3.1) | We’ve clarified the core list of positive obligations you have into one list of “you shall dos”. This includes you allowing us to monitor your use of the platform to identify any breaches of your agreement with us.
We’ve also specified a list of core “do not dos”, including:
|
Integration providers (clause 6.1) | We’ve added a new section relating to integration partners. If your account has an integration with an integration provider you have new obligations and we’ve also made it clear what we’re not responsible for, including:
|
Our disclaimers (clause 7)
| We are not responsible for:
We also confirm that the platform:
|
Proprietary rights (IP) (clause 8) | We’ve clarified the rights you give us to use your data. This now includes the right for us to use your data to train or improve our platform (although we are not currently doing any training of AI/LLMs using your data). |
Confidentiality (clause 9) | We have made some relatively minor changes to this section, including that the obligations in this clause will apply for 2 years after the contract comes to an end. |
Your indemnity (clause 10.1) | We’ve updated the wording of the indemnity provided by you to us. We’ve made it clear that you will indemnify us for any loss we may incur as a result of your use of the platform. |
Dealerkit indemnity (clause 10.2) | We have added a new indemnity from us to you in respect of any claims that your use of the platform (excluding any use of your data or output of AI) breaches the intellectual property rights of another party. |
Limitation of liability (clause 11) | The core position in this section remains similar to the existing Terms of Service but we particularly suggest you review this clause.
We’ve updated what liability we exclude, including some losses that are no longer excluded.
Please note: The overall cap on Dealerkit’s liability to you is broadly the same as in the existing Terms of Service. That is, it’s limited to 100% of annual fees paid by you. This is the market norm for B2B SaaS providers. |
Suspension (clause 12) | We have extended our suspension rights so that we are able to suspend your access to the platform if you breach any of the core “do not dos” at clause 3.1 of the Terms of Service.
This is in addition to the existing right we have to suspend your account if you do not pay your fees when due. |
Publicity rights (clause 13.2) | You now give us permission to use your name and logo in our marketing materials. |
Conflicts (clause 13.4) | If there are any conflicts between a signed Order Form and the Terms of Service, the Order Form will take precedence. |
Key changes to the Data Processing Agreement
The Data Processing Agreement is a privacy related agreement that ensures we both comply with the UK GDPR. This is a mandatory document required by law. It confirms the roles that we both have. Our customers are “controllers” and Dealerkit is your “processor” when processing the personal data of your personnel or customers via the platform.
We have used an industry standard agreement known as OneDPA that is intended to both comply with UK GDPR requirements as well as being balanced between us and our customers. This means you will notice that the layout and formatting will look different.
Topic | What’s new or changing? |
Personal data involved | We’ve made it clear:
|
Definitions | We have clarified certain definitions that are used throughout the agreement to ensure they apply in the right way. For example, we no longer refer to a “Contracted Processor" and instead just refer to “sub-processors”. |
Security measures | We have specified the technical and organisational measures that we apply to the processing of your personal data to ensure its security. These can be seen in Annex 1 of the new agreement. |
Sub-processors | We have specified the current sub-processors that we use when processing your personal data. These can be seen in Annex 2 of the new agreement.
We’ve also made it clear that we can introduce new sub-processors so long as we inform you within a reasonable timeframe before the new sub-processor is granted access to your personal data. You may object to such new sub-processors. |
Personal data breaches | We’ve made it clear that if there is a personal data breach on our end we will notify you of this within 72 hours at the absolute maximum. |
Audit rights | We’ve made it clear that you can only request an audit once per year and during business hours only. |
International transfers | We’ve made it clear that we do not need express consent to transfer your personal data outside of the UK/EEA area but we will only do so where we have your instructions to do so.
In all cases we will ensure suitable measures are put in place to ensure such international transfers comply with data protection laws. This may include ensuring an International Data Transfer Agreement or Addendum to the EU’s Standard Contractual Clauses is in place. |
Confidentiality | These provisions in the old agreement have been removed but are already covered in the core Terms of Service. |
Liability | We’ve clarified that our liability to you under the agreement is subject to the same exclusions and limitations as set out in the core Terms of Service. |
Governing law | We’ve confirmed the governing law and jurisdiction that applies to the agreement is that of England and Wales, not the United Kingdom. This is the same as the core Terms of Service. |
What’s in the new Acceptable Use Policy?
Our new Acceptable Use Policy acts as a set of community guidelines for users on our platform. It essentially contains a list of dos and do not dos. It replaces some of the obligations contained at the “Acceptable Conduct” section of our previous Terms of Service.
The Acceptable Use Policy helps us comply with laws relating to online safety, but more importantly helps ensure that all our users (including your personnel) are safer online.
Individual platform users will be asked to agree to the Acceptable User Policy but you as a company are also responsible for ensuring that your personnel comply with this policy.
What’s in the new Pricing Page?
Our new pricing page ensures that you have clarity over how our platform subscriptions work and relevant pricing/charges. We want to ensure we are as transparent and clear as possible with this information.
On the Pricing Page you will be able to understand:
The types of tier plans we offer at Dealerkit
What is included in different tier plans
Any restrictions on use of the platform in specific tier plans (e.g. how may SMSs or lookups are included)
How much additional usage above defined limits will cost (e.g. how much each additional SMS above the limit in your tier will cost)