Terms & Conditions | Clarity-GMS

These Terms and Conditions (Terms) govern the access to and use of the Clarity-GMS platform, website, software, applications, APIs, modules, content and related services (together, the Services) provided by Chris Fisher, trading as Clarity-GMS (Clarity-GMS, we, us, our).

By accepting these Terms, signing an Order, or accessing or using the Services, the business customer identified in the relevant Order or account registration (Customer, you, your) agrees to be bound by these Terms.

1. Interpretation

In these Terms:

Account means any account, login or access credentials used to access the Services.

Customer Data means all data, records, documents, files, images, text, communications, personal data, vehicle data, job data, customer information, financial information, and other materials submitted to, stored in, processed by or transmitted through the Services by or on behalf of the Customer.

Order means any order form, proposal, sign-up flow, statement of work, subscription confirmation or other commercial document under which we agree to provide the Services.

Subscription Term means the period during which the Customer is entitled to access the Services under the relevant Order.

User means any employee, contractor, agent or other person whom the Customer permits to access the Services.

2. Basis of contract

2.1 These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 A binding contract is formed when we accept your Order, activate your Account, or otherwise allow you to access the Services.

2.3 If there is any conflict between these Terms and an Order signed by both parties, the signed Order prevails to the extent of that conflict only.

2.4 You confirm that you are entering into these Terms wholly or mainly for purposes of your business and not as a consumer.

3. The Services

3.1 Subject to these Terms and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services for your own internal business purposes.

3.2 The Services are provided as a software tool to assist with garage management, workshop operations, customer administration, scheduling, communications, invoicing, reporting and related business functions.

3.3 Unless expressly agreed by us in writing, the Services do not include:

(a) bespoke development;
(b) implementation services;
(c) data migration or data cleansing;
(d) legal, financial, tax or regulatory advice;
(e) guaranteed compliance with any law or industry standard;
(f) guaranteed availability of any third-party integration;
(g) guaranteed data retention, backup, restoration or disaster recovery;
(h) any service level agreement, uptime commitment, support response commitment, or error correction commitment.

4. Account and access

4.1 The Customer is responsible for all access to the Services under its Accounts.

4.2 The Customer shall ensure that all Users keep login credentials secure and confidential.

4.3 The Customer is responsible for all acts and omissions of its Users, employees, agents and contractors as if they were the acts and omissions of the Customer.

4.4 We may suspend or restrict access to any Account where we reasonably believe there is unauthorised use, a security risk, non-payment, breach of these Terms, or any legal or operational risk to us or the Services.

5. Acceptable use

5.1 The Customer shall not, and shall ensure that its Users do not:

(a) use the Services unlawfully or fraudulently;
(b) upload, store or transmit any malicious code, malware, ransomware, virus or harmful material;
(c) interfere with, disrupt, damage or compromise the Services or any related systems or networks;
(d) copy, scrape, mirror, republish, reverse engineer, decompile, disassemble or attempt to derive the source code of the Services except where such restriction is prohibited by law;
(e) use the Services to infringe the intellectual property, privacy or other rights of any third party;
(f) use the Services in a way that could expose us to liability, regulatory action, reputational harm or security risk.

6. Customer responsibilities

6.1 The Customer is solely responsible for:

(a) the accuracy, quality, completeness, legality and reliability of all Customer Data;
(b) verifying all outputs, reports, reminders, messages, schedules, pricing, invoices, estimates, notifications, records and other information generated by or through the Services before relying on or acting on them;
(c) ensuring that all customer-facing, financial, operational, legal and regulatory decisions are independently checked by suitably qualified personnel;
(d) maintaining appropriate internal procedures, controls, manual checks and contingency arrangements;
(e) maintaining its own backups, archives, exports and business continuity arrangements appropriate to its business;
(f) obtaining all consents, notices, permissions and lawful bases required for the use of the Services and the processing of Customer Data;
(g) ensuring that its hardware, software, internet connectivity and systems are suitable for use with the Services.

6.2 The Services are a business tool only and are not a substitute for professional judgment, statutory compliance checks, safety checks, accounting review, legal review, internal controls or independent verification.

7. Third-party services and integrations

7.1 The Services may interoperate with or depend on third-party products, APIs, hosting providers, payment providers, communications providers, mapping providers, AI providers, accounting platforms, vehicle data providers, MOT/history providers and other external services (Third-Party Services).

7.2 We do not control and are not responsible for any Third-Party Services, including their acts, omissions, availability, security, pricing, functionality, data handling or continued compatibility.

7.3 We may add, remove, suspend, replace or modify any integration or Third-Party Service connection at any time.

7.4 Your use of any Third-Party Service is solely between you and the relevant third party and may be subject to separate terms.

8. Fees and payment

8.1 The Customer shall pay all fees in accordance with the relevant Order.

8.2 Unless otherwise stated in the Order:

(a) fees are payable in advance;
(b) fees are non-cancellable and non-refundable;
(c) all amounts are exclusive of VAT and any other applicable taxes.

8.3 If any amount is overdue, we may suspend access to the Services without liability until payment is made in full.

8.4 We may charge interest on overdue sums at the rate of 4% above the Bank of England base rate, accruing daily, or the maximum amount permitted by law, whichever is lower.

9. Changes to the Services

9.1 We may update, modify, replace, remove, suspend or discontinue any feature, function, interface, module or part of the Services at any time.

9.2 We may make operational, technical, security or commercial changes to the Services without notice where reasonably necessary.

9.3 We do not guarantee that any feature, workflow, integration or functionality will remain available, unchanged or supported for any minimum period unless expressly agreed in writing.

10. Availability, maintenance and support

10.1 The Services are provided on an "as is" and "as available" basis.

10.2 We do not warrant or guarantee that the Services will be uninterrupted, continuously available, error-free, secure, defect-free, or compatible with any specific hardware, browser, operating system, device or third-party service.

10.3 Access to the Services may be affected by maintenance, emergency work, upgrades, security measures, internet failure, infrastructure outages, third-party failures, attacks, capacity issues or events beyond our reasonable control.

10.4 Unless expressly set out in a separate written agreement signed by us, we do not provide:

(a) any uptime commitment;
(b) any fault resolution timeframe;
(c) any support response time commitment;
(d) any restoration time commitment;
(e) any service credits.

11. Website content disclaimer

11.1 We use reasonable efforts to ensure that information published on our website is accurate at the time of publication.

11.2 However, all website content is provided for general information only.

11.3 We do not warrant or represent that any website content is accurate, complete, current, error-free or suitable for any specific purpose.

11.4 Website content may be amended, corrected, withdrawn or become out of date without notice.

11.5 The Customer is responsible for verifying any website information before relying on it.

12. Data and security

12.1 We will implement such technical and organisational measures as we consider appropriate for the Services, taking into account the nature of the Services and the information processed by us.

12.2 The Customer acknowledges that no hosted software environment, internet-based platform or electronic transmission is completely secure, uninterrupted or free from risk.

12.3 The Customer remains solely responsible for maintaining its own copies and backups of Customer Data.

12.4 We do not guarantee that Customer Data will never be lost, corrupted, delayed, intercepted, altered, unavailable or irrecoverable.

12.5 We may delete, archive, anonymise or otherwise remove Customer Data after termination or expiry in accordance with our retention practices unless otherwise agreed in writing or required by law.

13. Data protection

13.1 Each party shall comply with applicable data protection law to the extent it applies to that party's processing activities under these Terms.

13.2 To the extent we process personal data on behalf of the Customer as processor, the Customer instructs us to process such personal data only:

(a) to provide the Services;
(b) to perform these Terms;
(c) on the Customer's documented instructions; and
(d) as otherwise required by applicable law.

13.3 The Customer warrants that it has all necessary rights, notices, consents and lawful bases required for the collection, use and processing of Customer Data and personal data through the Services.

13.4 Where required, the parties shall enter into a separate data processing addendum.

14. Intellectual property

14.1 We and our licensors own all intellectual property rights in and to the Services, including all software, source code, object code, interfaces, workflows, designs, documentation, databases, know-how, updates, modifications and improvements.

14.2 Except for the limited rights expressly granted under these Terms, no rights are granted to the Customer.

14.3 The Customer retains ownership of its Customer Data.

14.4 The Customer grants us a non-exclusive, worldwide, royalty-free licence during the Subscription Term to host, copy, transmit, use, display, modify and process Customer Data only to the extent necessary to provide, secure, maintain, improve and support the Services and to perform our obligations under these Terms.

14.5 We may use aggregated and anonymised data for analytics, benchmarking, security, product improvement and business operations, provided that such data does not identify the Customer or any individual.

15. Confidentiality

15.1 Each party shall keep confidential all confidential information of the other party and shall not disclose it to any third party except:

(a) to its employees, officers, contractors, professional advisers and agents who need to know it and are under corresponding obligations of confidence;
(b) as required by law, court order or regulator;
(c) as necessary to enforce its rights under these Terms.

15.2 This clause does not apply to information that:

(a) is or becomes public other than through breach of these Terms;
(b) was lawfully known to the receiving party before disclosure;
(c) is lawfully received from a third party without restriction;
(d) is independently developed without use of the disclosing party's confidential information.

16. Warranties excluded

16.1 To the fullest extent permitted by law, all conditions, warranties, representations and other terms, whether express or implied by statute, common law or otherwise, are excluded from these Terms.

16.2 Without limitation, we exclude any implied warranties or conditions of:

(a) satisfactory quality;
(b) fitness for a particular purpose;
(c) non-infringement;
(d) compatibility;
(e) merchantability;
(f) accuracy;
(g) completeness;
(h) quiet enjoyment;
(i) uninterrupted availability.

16.3 The Customer acknowledges that it has not relied on any statement, representation, assurance or warranty except as expressly set out in these Terms or a signed Order.

17. No reliance and no guarantees

17.1 We do not guarantee that:

(a) the Services will meet the Customer's requirements;
(b) the Services will be uninterrupted, secure or error-free;
(c) faults or defects will be corrected within any period or at all;
(d) any output generated by the Services will be correct, complete or suitable for reliance without independent verification;
(e) any data will be preserved, recoverable or continuously available;
(f) use of the Services will produce any particular commercial outcome, efficiency gain, legal compliance outcome or business result.

17.2 The Customer must independently verify all outputs and must not treat the Services as a substitute for professional advice, internal controls or manual checking.

18. Indemnity

18.1 The Customer shall indemnify and keep indemnified us, our affiliates, directors, officers, employees, contractors and agents against all losses, liabilities, claims, actions, damages, fines, penalties, costs and expenses (including reasonable legal and professional fees) arising out of or in connection with:

(a) Customer Data;
(b) the Customer's or any User's use of the Services;
(c) any breach of these Terms by the Customer or any User;
(d) any claim that Customer Data, the Customer's instructions, or the Customer's use of the Services infringes any third-party right or breaches any law;
(e) the Customer's products, services, repairs, parts, bookings, estimates, invoices, communications, employment practices, customer dealings or business operations.

19. Limitation of liability

19.1 Nothing in these Terms excludes or limits liability for:

(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) any liability that cannot lawfully be excluded or limited.

19.2 Subject to clause 19.1, we shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for any:

(a) loss of profit;
(b) loss of revenue;
(c) loss of business;
(d) loss of contracts;
(e) loss of anticipated savings;
(f) loss of goodwill;
(g) loss of reputation;
(h) loss of opportunity;
(i) loss of data;
(j) data corruption;
(k) restoration costs;
(l) business interruption;
(m) wasted management time;
(n) wasted staff time;
(o) indirect loss;
(p) consequential loss;
(q) special loss.

19.3 Subject to clauses 19.1 and 19.2, our total aggregate liability arising out of or in connection with these Terms, the Services, and any Order shall not exceed the total fees actually paid by the Customer to us for the Services in the 12 months immediately preceding the event giving rise to the claim.

19.4 If no fees have been paid in that 12-month period, our total aggregate liability shall not exceed £5,000.

19.5 The exclusions and limitations in this clause apply whether or not the relevant loss was foreseeable and even if we had been advised of the possibility of such loss.

19.6 The Customer acknowledges that the fees charged for the Services reflect the allocation of risk in these Terms and that we would not enter into the contract on the same commercial basis without these exclusions and limitations.

19.7 Any term seeking to exclude or restrict liability for negligence or misrepresentation is subject to the applicable UK statutory controls and reasonableness requirements.

20. Term and termination

20.1 These Terms commence on the date the Customer first accepts them or first uses the Services and continue for the Subscription Term unless terminated earlier in accordance with these Terms.

20.2 Unless otherwise stated in the Order, subscriptions renew automatically for successive periods equal to the initial Subscription Term unless either party gives at least 30 days' written notice before the end of the current term.

20.3 We may suspend or terminate the Services immediately by notice if:

(a) the Customer fails to pay any sum due;
(b) the Customer breaches these Terms;
(c) the Customer becomes insolvent or unable to pay its debts;
(d) continued provision of the Services would expose us to legal, regulatory, security or operational risk;
(e) we are required to do so by law, regulator, supplier or infrastructure provider.

20.4 On termination or expiry:

(a) all rights granted to the Customer end immediately;
(b) the Customer must cease using the Services;
(c) any outstanding fees become immediately due;
(d) we may disable access to the Services and delete or archive Customer Data in accordance with our retention practices.

21. Force majeure

We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from events beyond our reasonable control, including internet outages, telecommunications failures, denial-of-service attacks, cyber incidents, third-party outages, labour disputes, power failures, natural disasters, epidemic, war, riot, civil commotion, governmental action or supplier failure.

22. General

22.1 We may amend these Terms from time to time by publishing the updated version on our website or otherwise notifying the Customer. The updated Terms shall take effect from the date stated in the updated version or notice.

22.2 The Customer may not assign, transfer, charge, subcontract or deal in any other manner with its rights or obligations under these Terms without our prior written consent.

22.3 We may assign, transfer, subcontract or otherwise deal with any of our rights and obligations under these Terms.

22.4 If any provision of these Terms is held invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and if that is not possible it shall be deemed deleted. The remainder of the Terms shall remain in full force.

22.5 No failure or delay by either party in exercising any right shall constitute a waiver.

22.6 Nothing in these Terms creates any partnership, agency or joint venture between the parties.

22.7 A person who is not a party to these Terms shall have no right to enforce them.

22.8 These Terms constitute the entire agreement between the parties in relation to their subject matter.

23. Governing law and jurisdiction

23.1 These Terms and any dispute or claim arising out of or in connection with them shall be governed by the law of England and Wales.

23.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, except that Clarity-GMS may seek injunctive or other emergency relief in any jurisdiction.

Questions about these Terms? Contact us at [email protected]