Term and Conditions
These terms and conditions ("Agreement") govern the use of the database services provided by [Your Company Name] ("Provider") to the UK-based used car dealers ("Client"). By accessing or using the database services provided by the Provider, the Client agrees to be bound by the terms and conditions outlined in this Agreement.
1.Database Services
1.1 The Provider shall provide the Client with access to a comprehensive database of used cars, including relevant information such as make, model, year, mileage, condition, and pricing.
1.2 The Provider shall use reasonable efforts to ensure the accuracy and reliability of the information contained in the database. However, the Provider does not guarantee the accuracy, completeness, or timeliness of the information and shall not be held liable for any errors or omissions.
2. Access and Use
2.1 The Client shall be granted a non-exclusive, non-transferable right to access and use the database services for their internal business purposes only.
2.2 The Client shall not share, distribute, or sublicense the database services to any third party without the prior written consent of the Provider.
2.3 The Client shall use the database services in compliance with all applicable laws, regulations, and industry standards.
2.4 The Client shall not use the database services for any illegal, fraudulent, or unauthorised purposes.
3. Intellectual Property
3.1 The database services, including all content, software, and intellectual property rights, are owned by the Provider and are protected by copyright, trademark, and other intellectual property laws.
3.2 The Client acknowledges that they do not acquire any ownership rights or licenses to the database services, except for the limited rights granted under this Agreement.
4. Fees and Payment
4.1 The Client shall pay the Provider the agreed-upon fees for the use of the database services, as specified in the pricing agreement.
4.2 Payment shall be made in the currency and manner specified by the Provider. Late payments may be subject to interest charges or suspension of access to the database services.
4.3 All fees are non-refundable, except as otherwise provided in this Agreement or required by applicable law.
5. Confidentiality
5.1 The Client acknowledges that the information contained in the database services is confidential and proprietary to the Provider.
5.2 The Client shall maintain the confidentiality of the information and shall not disclose, reproduce, or use the information for any purpose other than as permitted under this Agreement.
5.3 The obligations of confidentiality shall survive the termination or expiration of this Agreement.
6. Limitation of Liability
6.1 The Provider shall not be liable for any direct, indirect, incidental, consequential, or special damages arising out of or in connection with the use of the database services, including but not limited to loss of profits, data, or business opportunities.
6.2 The Provider's liability, if any, shall be limited to the amount paid by the Client for the use of the database services during the twelve (12) months preceding the event giving rise to the liability.
7. Termination
7.1 Either party may terminate this Agreement upon written notice if the other party breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice.
7.2 Upon termination, the Client shall immediately cease all use of the database services and return or destroy any confidential information provided by the Provider.
8. Governing Law and Jurisdiction
8.1 This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom.
8.2 Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the United Kingdom.
9. Entire Agreement
9.1 This Agreement constitutes the entire agreement between the Provider and the Client regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or representations, whether oral or written. By accessing or using the database services provided by the Provider, the Client acknowledges that they have read, understood, and agreed to be bound by the terms and conditions of this Agreement.