End User Licence Agreement

We, OJE Technology Ltd of Kenton House, Oxford Street, Moreton-in-Marsh, Gloucestershire, GL56 0LA, license you on a monthly rolling contract to use:

Road XS at www.roadxs.com, the data supplied with it and any updates or supplements to it (the “Software”); and

the service you connect to via the Software and the content we provide through it (the “Service”), as permitted in these terms and on the terms of payment you have signed up to online.

We only use personal data collected through your use of the Software and the Service in the ways set out in our privacy policy.

Please be aware that internet transmissions are never completely private or secure, and that any message or information you send using the Software or any Service may be read or intercepted by others, even where a particular transmission is marked as encrypted.

We may use your contact details to contact you about current or future services.

The Software is web based. It requires an up to date browser, details of which we make available from time to time on our website, hardware to run it, which depending on the circumstance may be a mobile device, and an internet connection.

If you want to learn more about the Software or the Service, or have any problems using them, please see the support resources available in our community area once you log in to Road XS, which is also accessible from the software.

If you think the Software or the Service is faulty or misdescribed, or wish to contact us for any other reason, please call our customer service team on 01789 654 980, start a web chat, or email [email protected].

You agree that we may contact you by email, SMS, telephone or pre-paid post, using the contact details you have given us.

In return for agreeing to comply with these terms you may:

view, use and display the Software and the Service on the devices required for its proper use, for personal or business use as notified by you at the time of purchase;

provide access to as many employees, agents and contractors, in the case of business use, as you have purchased licences for, where applicable; and

receive and use any free supplementary update to the Software, including patches and corrections of errors, that we make available to you.

Payment shall be made in accordance with the agreed terms of payment you have signed up to online.

Where you have given us card details for automatic or regular payments, we shall take payment from that card. You warrant that the card is yours, that it will remain active and in date, or that you will amend the details before expiry, and that you are authorised to use it. You indemnify us against any misuse of that card.

Where you pay on invoice, payment shall be made within 14 days of the invoice date.

Where payments are not made in accordance with these terms, interest shall accrue at 10% per annum.

Non payment in advance, for whatever reason, entitles us to terminate all licences you hold with us.

You shall ensure that each of your employees, agents, contractors and any other users of the Software authorised by you or your agents complies with these terms. You remain liable for all licences you purchase and for the actions of each person to whom you allocate a licence or login.

You must be 18 or over to accept these terms. By accepting them you warrant and represent that you are authorised to bind yourself and the person or corporate entity for whom you are purchasing access to the Software and the Service, and that you bind yourself and them to these terms.

We are giving you personally the right to use the Software and the Service as set out in clause 5. You may not otherwise transfer the Software or the Service to anyone else, whether for money, for anything else, or for free. If you sell any device on which the Software is installed, you must remove the Software from it.

We may need to change these terms to reflect changes in law or best practice, or to deal with additional features we introduce.

We will give you at least fourteen days’ notice of any change, by email setting out the change or by notifying you when you next start the Software.

If you do not accept the notified changes, you will not be permitted to continue using the Software and the Service.

From time to time we may automatically update the Software and change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. We may alternatively ask you to update the Software for those reasons.

If you choose not to install such updates, or if you opt out of automatic updates, you may not be able to continue using the Software and the Service.

You understand and acknowledge that there may be bugs or errors in the Software or the Service. The Software is designed to support your work and practices. It is not to be relied upon in discharging your duties, legal or contractual, to any party. It is and remains your responsibility to discharge those duties.

If you use the Software on any device you do not own, you must have the owner’s permission to do so. You are responsible for complying with these terms whether or not you own the device.

The Software makes use of location data sent from your devices. You can turn this off at any time in your device’s location settings for the Software, but the Software will not then function as intended. If you use these services, you consent to us, our affiliates and our licensees transmitting, collecting, retaining, maintaining, processing and using your location data and queries to provide and improve location-based and road traffic-based products and services.

The Software or the Service may contain links to independent websites not provided by us. Those sites are not under our control. We are not responsible for them, and we have not checked or approved their content or their privacy policies. You will need to make your own judgement about whether to use them, including whether to buy any products or services offered by them.

You agree that you will:

maintain one licence per person who has at any time been provided access to the Software in accordance with clause 5;

not rent, lease, sub-license, loan, provide or otherwise make available the Software or the Service in any form, in whole or in part, to any person without our prior written consent;

not copy the Software or the Service, except as part of its normal use or where necessary for backup or operational security;

not translate, merge, adapt, vary, alter or modify the whole or any part of the Software or the Service, nor permit them to be combined with or incorporated into any other programs, except as necessary to use them on devices as permitted in these terms; and

comply with all applicable technology control and export laws and regulations that apply to the technology used or supported by the Software or the Service.

You must:

not use the Software or the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example by hacking into or inserting malicious code, such as viruses, or harmful data into the Software, the Service or any operating system;

not infringe our intellectual property rights or those of any third party in relation to your use of the Software or the Service, to the extent that such use is not licensed by these terms;

not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Software or the Service;

not use the Software or the Service in a way that could damage, disable, overburden, impair or compromise our systems or security, or interfere with other users; and

not collect or harvest any information or data from the Service or our systems, or attempt to decipher any transmissions to or from the servers running the Service.

All intellectual property rights in the Software and the Service throughout the world belong to us, and the rights in them are licensed, not sold, to you. You have no intellectual property rights in or to the Software or the Service other than the right to use them in accordance with these terms. Intellectual property rights in any improvement or amendment to the Software or the Service belong to us, however derived.

All data you input is owned by you.

You provide us with an irrevocable licence to make reasonable use of any data you input, for any purpose.

You are able to export, delete and edit information you have inputted to the extent provided by the Software’s functionality.

We shall not in any circumstances have any liability for losses or damages suffered by you, whether directly or indirectly, immediately or consequentially, and whether arising in contract, tort including negligence, or otherwise, which fall within any of the following categories:

loss of profits;

loss of anticipated savings;

loss of business opportunity;

loss of goodwill; and

loss or corruption of data.

Any liability to you shall be limited to the amount paid by you to us in the past one month during which you used the Software.

We do not exclude or limit our liability where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or that of our employees, agents or subcontractors, and for fraud or fraudulent misrepresentation.

We will not be liable for damage you could have avoided by following our advice, including advice to apply an update offered to you, or for damage caused by your failure to follow installation instructions correctly or to have the minimum system requirements we have advised.

Although we make reasonable efforts to update the information provided by the Software and the Service, we make no representations, warranties or guarantees, express or implied, that such information is accurate, complete or up to date.

The Software and the Service have not been developed to meet your individual requirements. Please check that their facilities and functions meet your requirements.

If our provision of the Service or support for the Software is delayed by an event outside our control, we will contact you as soon as possible to let you know and will take steps to minimise the effect of the delay. Provided we do this, we will not be liable for delays caused by that event, but if there is a risk of substantial delay you may contact us to end your contract and receive a refund for any Service you have paid for but not received.

You agree that in entering into this licence you did not rely on any representations, written or oral, of any kind or of any person other than those expressly set out in this licence, or that you shall have no remedy in respect of such representations. In either case we shall have no liability in any circumstances other than in accordance with the express terms of this licence.

We may end your rights to use the Software and the Service at any time by contacting you, if you have broken these terms in a serious way. If what you have done can be put right, we will give you a reasonable opportunity to do so.

We may terminate this agreement at any time. You may terminate it by giving one full payment cycle’s notice. If you pay monthly, that is one full month’s notice.

If we end your rights to use the Software and the Service:

you must stop all activities authorised by these terms, including your use of the Software and any Service;

you must delete or remove the Software from all devices in your possession, immediately destroy all copies of it that you have, and confirm to us that you have done so; and

we may remotely access your devices to remove the Software and cease providing you with access to the Service.

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens, and we will make sure the transfer does not affect your rights under the contract.

You may only transfer your rights or obligations under these terms to another person if we agree in writing.

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it.

Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs remain in full force and effect.

If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that does not mean you do not have to do those things, and it will not prevent us taking steps against you at a later date.

These terms are governed by English law, and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring proceedings in either the Scottish or the English courts. If you live in Northern Ireland you can bring proceedings in either the Northern Irish or the English courts.

Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it without you having to go to court. If you are not happy with how we have handled a complaint, you may ask us to refer the dispute to an alternative dispute resolution provider.

Before any of that, talk to us. Almost everything gets sorted with a phone call. Get in touch.