1 Information about us and our service
1.1 The Wayroo Automotive Platform, and the Wayroo website at https://www.wayroo.io (collectively referred to as the Service) are provided by Wayroo Limited (we, us or our) to vehicle dealerships as well as brokers (you, your).
1.2 We are registered in England and Wales under company number 11928953 and have our registered office at Unit 3, Pool Street, Wolverhampton, WV2 4BS.
2 Information about these terms
2.2 We may change these Terms at any time by amending this document. We may notify you by email if significant changes are made, but please check this document from time to time. Your continued use of the Service after such amendments have come into force will constitute your acceptance of the amended Terms
2.3 These Terms are governed by the laws of England and Wales and the courts of England and Wales will have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.
3 Other terms that may apply to you
3.1 There may be other terms that apply to you when you use the Service. In particular, please note that our Privacy Notice (found at https://www.wayroo.io/privacy) applies to certain information that you provide to us.
4 Registration and access to the Service
4.1 In order to create an account, each account including user accounts must be connected to an individual person. It is your responsibility to ensure that the information you provide is accurate, not misleading and relates to you.
4.2 You cannot create an account or username & password using the names and information of another person or using words that are the trademarks or the property of another party (including ours), or vulgar, obscene or in any other way inappropriate.
4.3 In the circumstance where you are an organisation, each account must be assigned to an individual employee at that organisation.
4.4 We cannot accept any accounts where accounts are registered or run through automated methods.
4.5 We have the right to disable your account and any access rights of your end users at any time if, in our reasonable opinion, you or they have failed to comply with any of the provisions of these Terms.
4.6 You are responsible for maintaining the security of account login information (username/email & password) as we cannot and will not be liable for any loss or damage from failure to comply with this security obligation. You must notify us immediately in the event of loss of your username/email and password so we can take appropriate action.
4.7 Please note that we never contact users requesting them to confirm their username & password or other details.
5 Your use of the Service
5.1 In using the Service, you warrant that you have all necessary rights, power and authority to enter into these Terms and to perform the obligations set out herein.
5.2 You and your end users may not:
5.2.1 licence, sublicense, sell, resell, rent, lease, transfer, assign, distribute or otherwise make the Service available for access or use by any person(s) other than your end users;
5.2.2 allow any unauthorised access to, or use of, the Service. You must notify us immediately in the event that you become aware of any such unauthorised access to, or use of, the Service;
5.2.3 modify, adapt, decompile, reverse engineer or disassemble the whole or any part of the Service , or create any derivative works from the Service;
5.2.4 use the Service in a manner that interferes or disrupts with the provision of the Service by us to third parties;
5.2.5 use the Service to upload, store or transmit any malicious code or other similar harmful software such as viruses, malware or trojan horses;
5.2.6 attack the Service via a denial-of-service attack or a distributed denial-of service attack;
5.2.7 use the Service to make any transmission, display or publication of any material which is of a defamatory, offensive, abusive or menacing character to any other person;
5.2.8 use the Service for any transmission, display or publication of any material in breach of the Data Protection Act 2018 (or any amending statute) dealing with data protection or similar legislation in any other country of any material which is confidential or is a trade secret;
5.2.9 use your account for any illegal, fraudulent or unauthorised purpose. You must use the Service in accordance with all applicable laws and regulations; and
5.2.10 transfer your account to any third party without our express permission.
5.3 If you upload content to the Service or make contact with other users of the Service, you must ensure that any contribution:
5.3.1 is accurate and up to date;
5.3.2 is not unlawful, defamatory, harassing, abusive, fraudulent, obscene or otherwise objectionable (as reasonably determined by us);
5.3.3 does not promote violence, sexually explicit material, illegal activity or discrimination of any kind;
5.3.4 does not contain any viruses, bugs or other malicious code;
5.3.5 does not infringe another person’s rights, including intellectual property rights; and
5.3.6 is not threatening or abusive, and does not cause annoyance, alarm, embarrassment or distress to any other person.
5.4 You warrant that any content you upload or contributions you make comply with the standards above, and you indemnify us for any breach of that warranty.
5.5 We have the right to remove any content you or your end users upload to the Service if, in our opinion, that content does not comply with the standards above.
5.6 You are ultimately responsible for securing and backing up your content, however we make reasonable and industry standard back-up copies of your data and content and we may (where necessary) use reasonable efforts to help you restore lost data.
6 Monitoring your use, termination and suspension
6.1 We may monitor your and your end users’ use of the Service and may suspend or terminate your and your end users’ use of the Service without liability if we consider that you or your end users are in breach of these Terms.
6.2 We reserve the right to terminate or suspend your and your end users’ access to the Service, at any time and for any reason. We will notify you via email of any such termination, suspension or cancellation, which shall be effective immediately upon delivery of the email.
7 Changes to the Service
7.1 We may update the Service from time to time and may change any of the content that is uploaded by us or our partners at any time. However, we are under no obligation to update the Service and we do not guarantee that the Service, or any content on it, will be free from errors or omissions.
7.2 We may modify, suspend or discontinue the Service with or without notice at any time and without any liability to you.
8 Our responsibility regarding the Service
8.1 We have taken reasonable steps to ensure that the Service is reliable and suitable for the purposes for which it is intended to be used. However:
8.1.1 we cannot guarantee that the Service will be continuously available as the Service may be unavailable from time to time due to either:
(a) scheduled downtime for Service upgrades and/or maintenance;
(b) any circumstances which are beyond our control such as technical failures; and
8.1.2 we cannot guarantee that the Service will be error-free or accurate.
8.2 In order to fulfil its obligations in managing and upgrading the Service, we may at any time amend or suspend the Service for any reason including, but not limited to: legal, technical, or business considerations. We will email you if this occurs.
8.3 You are responsible for maintaining all network connections required to enable you and your end users to access and use the Service. We accept no liability in respect of the reliability or performance of such network connections.
8.4 The Service is provided on an “as is” and “as available” basis. As far as we are legally allowed to do so, we exclude all warranties, whether express, implied, statutory or otherwise, in relation to the Service, including (but not limited to) all implied warranties of merchantability, fitness for a particular purpose , title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, we provide no warranty or undertaking, and make no representation of any kind that the Service will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
9 Customer support
9.1 Customer support in relation to the Service is available by using the help feature in the Wayroo Automotive Platform.
10 Your location
10.1 The Service is intended for use by persons located within the UK only. If you attempt to access the Service outside the UK, we do not guarantee that the Service will be available nor that it will be compliant with the laws and regulations in your country.
11 Intellectual property rights and your content and data
11.1 We own all right, title and interest in and to the Service, subject to any rights of licensed 3rd party software, including without limitation all intellectual property rights in the Service and all associated software. These rights are protected by international intellectual property laws. We are the owner or licensee of all content and rights in and to the Service.
11.2 You retain the intellectual property rights in any data content that you upload, transmit or store in your account and you grant us a perpetual, non-exclusive, worldwide licence to use such content for the purposes of providing the Service. You also grant us a perpetual right for us to use your data and content that you upload for us to carry out and publish statistical analysis, market trends and general research and publicity. We will keep this data and content anonymous unless otherwise agreed with you. We may also use your data to in order to offer you relevant products and services which we feel may be of interest to you and your organisation and we will do this in compliance with our Privacy Notice at https://www.wayroo.io/privacy.
11.3 We will use industry standard, reasonable and appropriate security measures to seek to secure your data and content held in the Service but we make no warranty or representation that the Services are secure. You acknowledge that the internet in general is neither secure nor free from harmful material and that information transmitted across it may be intercepted.
12.1 We may from time to time invite you to give feedback, innovations or suggestions regarding the attributes, performance or features of our Service (Feedback). Where you provide Feedback, you assign all rights, title and interest in any Feedback you provide to us. If for any reason such assignment is ineffective, you agree to grant us a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.
13 Third party content
13.1 The Service may include information and materials uploaded by other users of, or contributors to, the Service. We do not have any obligation to monitor such content and we do not guarantee that such content has been verified or approved by us.
14 No reliance on information
14.1 The content of the Service is provided for general information only. It is not intended to amount to fire safety advice or any other advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content or operation of the Service.
15 Third party links
15.1 The Service may include links to other sites, resources and services provided by third parties. We have no control over the content of any third-party sites, resources or services to which we link. These will have their own terms and conditions and you should make sure you review these before you use those sites, as you may be deemed to have accepted those terms and conditions.
16 Virus protection
16.1 We do not guarantee that the Service, the content therein, or any emails sent from us or on our behalf will be secure or free from bugs, viruses, scripts, trojan horses, worms, malware, time-bombs or other harmful components
16.2 You are responsible for configuring your information technology, computer programs and platforms to access the Service. You should ensure you have adequate and up-to-date virus protection software installed.
17 Limitation of liability
17.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
17.2 We exclude all implied conditions, warranties, representations or other terms that may apply to the Service.
17.3 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or regarding your use of, or inability to use, the Service or your use of or reliance on any content in the Service;
17.4 In particular, we will not be liable for loss of profits, sales, business or revenue; business interruption; loss of anticipated savings; loss or corruption of data, loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.
18.1.1 These Terms may have been translated if we have made them available to you on our Service. You agree that the original English text shall prevail in the case of a dispute.
18.2 Force Majeure
18.2.1 We shall not be in breach of these Terms nor liable for any delay in performing, or failure to perform, any of our obligations under these Terms if such delay or failure results from events, circumstances or causes beyond our reasonable control.
18.3 Assignment and other dealings
18.3.1 You may not assign, sub-contract, charge or otherwise transfer or deal with any of your rights or obligations under these Terms without our prior written consent.
18.3.2 We shall be entitled to assign, sub-contract, charge or otherwise transfer or deal with any of our rights or obligations under these Terms without the prior written consent of any user.
18.4.1 A failure or delay by us to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
18.5.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
18.6 Entire agreement
18.6.1 These Terms constitute the entire agreement between you and us, and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.
18.7 Third party rights
18.7.1 No one other than a party to these Terms, their successors and permitted assignees, shall have any right to enforce any of the Terms.