ORIGO – END USER LICENSING AGREEMENT

PLEASE READ THE TERMS OF THIS EULA CAREFULLY

This is a legally binding agreement (EULA) between you (you or your) and us (JCT600 Vehicle Leasing Solutions Limited (company no. 935665) whose registered address is Tordoff House, Apperley Bridge, Bradford, West Yorkshire, BD10 0PQ, we, us or our), granting you the right to use and access our Origo platform including any updates, patches, fixes or workarounds made available by us, and any data, media or documents associated with it (together, Origo).

IF ANY ELIGIBLE EMPLOYEES USE ORIGO, YOU AGREE TO AND ACCEPT THE FOLLOWING TERMS WHICH WILL BE BINDING ON YOU, YOUR ASSOCIATED COMPANIES AND YOUR ELIGIBLE EMPLOYEES WHEN ACCESSING OR USING ORIGO. PLEASE NOTE, IN PARTICULAR, THE LIMITATIONS ON LIABILITY IMPOSED AT CLAUSE 8.

  1. Rights of access and use OF ORIGO
    • Subject to the terms of this EULA, we grant you a limited, non-exclusive, non-transferable, non-sublicensable personal right to permit the Eligible Employees to access and use Origo for the Permitted Purpose during the Term.
    • You acknowledge that Origo does not include:
      • any services, systems or equipment required to access the internet (and that you, the Associated Companies and each Eligible Employee are solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by you and each Associated Company and Eligible Employee in connection with use of Origo); or
      • dedicated data back up or disaster recovery facilities.
    • We may monitor, collect, store and use information on the use and performance of Origo (including Data) to detect threats or errors to Origo and/or our operations and for the purposes of the further development and improvement of our services.
    • We may alter the functionality, features and otherwise update, patch and bug-fix Origo at any time and for any reason. This might include rectifying errors, making changes that are required to ensure we comply with Applicable Laws or to maintain the security of Origo.
  2. ELIGIBLE EMPLOYEE USERS
    • You shall ensure that only Eligible Employees use Origo and that such use is always in accordance with this EULA. You shall ensure that Eligible Employees are, always whilst they have access to Origo, your or an Associated Company’s employees or
    • You shall:
      • be liable for the acts and omissions of the Eligible Employees in connection with the use of Origo as if they were your own;
      • only provide Eligible Employees with access to Origo via the access method provided by us and shall not provide access to (or permit access by) anyone other than an Eligible Employee; and
      • procure that each Eligible Employee is aware of, and complies with, the obligations and restrictions imposed on you under this EULA, including all obligations and restrictions relating to the disclosure of the Eligible Employee’s Personal Data to us and our third-party suppliers for the purpose of providing the benefits and outputs of Origo and any associated services.
    • You warrant that you, each Associated Company, all Eligible Employees and all others acting on your behalf shall, keep confidential and not share with any third party their password or access details for Origo.
  3. WHAT YOU HAVE TO DO
    • You shall not (and shall ensure all the Associated Companies and Eligible Employees shall not) use or permit Origo to be used:
      • for any purpose that is unlawful under any Applicable Law or prohibited by this EULA;
      • to commit any act of fraud;
      • to distribute any Virus;
      • to simulate communications from us or another service or entity in order to collect identity information, authentication credentials or other information;
      • in any manner that disrupts our or any other person or entity’s operations, business, equipment, websites or systems (including any denial of service and similar attacks);
      • to gain unauthorised access to or use of any computers, data, systems, accounts or networks of any person;
      • in any manner which may impair any other person’s use of Origo or use of any other services provided by us to any other person;
      • to attempt to circumvent any security controls or mechanisms;
      • to attempt to circumvent any password or user authentication methods of any person;
      • in any manner inconsistent with this EULA or other instructions provided by us from time to time; or
      • in any manner which does not comply with the provisions relating to Intellectual Property Rights contained in this EULA.
    • You shall:
      • be responsible for providing to Eligible Employees the systems or equipment required to access the internet and Origo;
      • inform the Eligible Employees that as part of Origo, we will monitor and report to you and the Associated Companies about their use of Origo and any decisions made by each of them;
      • be responsible for notifying us if you or any of the Associated Companies require an Eligible Employee’s access to Origo to be withdrawn;
      • not and shall procure each Associated Company and Eligible Employee shall not access or use Origo to disseminate, upload or download any nuisance, abusive, offensive, indecent, obscene, menacing, unlawful, libellous, defamatory or otherwise objectionable material;
      • not resell or attempt to resell Origo (or any part or facility of it) to anyone else. Origo is provided solely for your and each Eligible Employee’s use; and
      • not, and will make sure each of the Associated Companies and the Eligible Employees shall not, provide output or suggestions from Origo to any third party (including, without limitation, to any of our competitors from time to time), except to the relevant Eligible Employee’s tax or financial advisors or accountants unless you obtain our written consent beforehand.
    • You shall ensure (and you are exclusively responsible for) the accuracy, quality, integrity and legality of the Data and that your, each Associated Company’s and Eligible Employee’s use (including use in connection with Origo) complies with all Applicable Laws and Intellectual Property Rights.
    • You acknowledge and agree that you are responsible for maintaining safe backups and copies of any Data. You shall, without limitation, ensure that you back up (or procure the back up of) all Data regularly (in accordance with your needs).
  4. HOW FAR WE ARE RESPONSIBLE
    • We shall provide Origo using reasonable skill and care and shall seek to ensure Origo operates materially in accordance with any description for Origo published by us (as updated by us from time to time) when used in accordance with this EULA under normal use and normal circumstances during the Term.
    • To the fullest extent permitted by Applicable Law, you acknowledge and agree that:
      • our sole responsibility in connection with Origo is to provide technology services and we are not serving as a tax advisor or making any recommendations or otherwise recommending any action based on the outputs, analysis or tools provided by us. Accordingly, we and our subcontractors shall not be responsible nor have any liability for any actions or inactions of or conclusions drawn by you, any Associated Companies or any Eligible Employee with respect to any matter, whether or not based to any extent on your, any Associated Companies’ or Eligible Employees use of Origo;
      • you and each Associated Company will be solely responsible for any judgements as to whether to submit a vehicle order to us, enter into a contract with us for the supply of that vehicle or the related financial or tax implications of doing so;
      • Origo may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. You acknowledge that such risks are inherent in cloud services and that we shall have no liability for any such delays, interruptions, errors or other problems; and
      • Origo and all information provided through it are provided ‘as-is’ and we cannot guarantee the completeness, accuracy, timeliness of information or results obtained by you or any Associated Company or Eligible Employees through using Origo.
    • If we fail to comply with clause 1, provided that you notify us without delay in writing and provide sufficient information to enable us to reproduce any errors, we will, at our option:
      • use reasonable endeavours to correct the errors in Origo within a reasonable time; or
      • terminate this EULA and your and each Associated Company’s and Eligible Employee’s access to Origo on giving you notice.

To the maximum extent permitted by law, this clause 4.3 sets out your sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) if we fail to comply with clause 4.1.

  • Our obligation in clause 1 is subject to you complying with your obligations under, and using Origo in accordance with, this EULA and is also subject to the limitations and exclusions set out in clause 8. In addition, our obligation shall not apply to the extent that any error in Origo arises as a result of:
    • incorrect access or use of Origo by you, any Associated Company or any Eligible Employee (including any failure to follow any instructions provided by us);
    • access to or use of Origo other than for the purposes for which it is intended;
    • modification or alteration of Origo without our written consent;
    • access or use of Origo with software or on equipment with which it is incompatible;
    • any act by any third party (including hacking or the introduction of any Virus);
    • attempted repair, rectification or maintenance by any person other than us or a third party authorised by us;
    • any breach of this EULA by you (or by any Associated Company or Eligible Employee); or
    • failure to notify us of any error within a reasonable period of it first occurring.
  • You acknowledge that we do not give any warranty or representation and do not accept any liability (howsoever arising whether under contract, tort, in negligence or otherwise) in relation to:
    • Origo meeting your individual needs or business requirements, whether or not such needs or requirements have been communicated to us;
    • Origo operating in a manner which is uninterrupted or free from minor errors or defects; or
    • Origo being compatible with any software or with any particular hardware.
  • Subject to clause 5, the provisions of clauses 4.3 and 6 set out your sole and exclusive remedy (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach of clause 4.1 or for any other error or defect in, defective performance or inability to use Origo or any part of it.
  • Other than as set out in this clause 4, and subject to clause 5, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
  1. Indemnity
    • YOU SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS US (ON OUR OWN BEHALF AND ON BEHALF OF EACH OF OUR AFFILIATES) FROM AND AGAINST ANY LOSSES, CLAIMS, DAMAGES, LIABILITY, COSTS (INCLUDING LEGAL AND OTHER PROFESSIONAL FEES) AND EXPENSES INCURRED BY US (OR ANY OF OUR AFFILIATES) AS A RESULT OF YOUR BREACH OF THIS EULA. THIS CLAUSE 5 SHALL SURVIVE TERMINATION OR EXPIRY OF THIS EULA.
  2. Intellectual Property Rights
    • You acknowledge that all Intellectual Property Rights in Origo are owned by or licensed to us, that the right to access and use Origo is licensed (not sold) to you and that you shall have no other rights other than those granted under the terms of this EULA. For the avoidance of doubt, you shall have no right to access Origo in source code form. To the extent that you, any Associated Company, Eligible Employees, any of your other Affiliates or any person acting on your or their behalf acquires any Intellectual Property Rights in any part of Origo, you hereby assign (or shall procure the assignment of) such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us. You shall execute all such documents and do such things as we may consider necessary to give effect to this clause 1.
    • You, Associated Companies and Eligible Employees may be able to store or transmit Data using Origo. You hereby grant a royalty-free, non-transferable, non-exclusive licence for us (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Data: (a) to the extent necessary to perform or provide Origo or to exercise or perform our rights, remedies and obligations under this EULA or any other agreement between you and us; and (b) otherwise in an aggregated and anonymised form for any other purpose.
    • We may use any feedback and suggestions for improvement relating to Origo provided by you, any Associated Company, any Eligible Employee or any other person acting on your behalf without charge or limitation (Feedback). You hereby assign (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us at the time such Feedback is first provided to us.
    • You hereby waive (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to us under this EULA.
    • If we have reason to believe that a third-party claim may be brought by any third party alleging that Origo infringes any Intellectual Property Rights of a third party (an IPR Claim), we may at our sole option and expense, and you permit us to:
      • modify or replace Origo to avoid infringement or alleged infringement; or
      • terminate this EULA and your access to Origo on giving you notice.
    • Subject to clause 5, the provisions of this clause 6 set out your sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IPR Claim.
    • This clause 6 shall survive the termination or expiry of this EULA.
  3. Relief

To the maximum extent permitted by law, we shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of this EULA to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.

  1. Limitation of liability
    • THE EXTENT OF OUR LIABILITY UNDER OR IN CONNECTION WITH THIS EULA (REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT OR IN ANY OTHER WAY AND WHETHER OR NOT CAUSED BY NEGLIGENCE OR MISREPRESENTATION) SHALL BE AS SET OUT IN THIS CLAUSE 8.
    • SUBJECT TO CLAUSES 3 TO 8.5, OUR TOTAL AGGREGATE LIABILITY HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS EULA SHALL NOT EXCEED £1000.
    • SUBJECT TO CLAUSE 5, WE SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT OR SPECIAL LOSSES.
    • SUBJECT TO CLAUSE 5, WE SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING (WHETHER DIRECT OR INDIRECT): LOSS OF PROFIT; LOSS OF REVENUE; LOSS OR CORRUPTION OF DATA; LOSS OR CORRUPTION OF SOFTWARE OR SYSTEMS; LOSS OR DAMAGE TO EQUIPMENT; LOSS OF USE; LOSS OF PRODUCTION; LOSS OF CONTRACT; LOSS OF COMMERCIAL OPPORTUNITY; LOSS OF SAVINGS, DISCOUNT OR REBATE (WHETHER ACTUAL OR ANTICIPATED); HARM TO REPUTATION OR LOSS OF GOODWILL; LOSS OF BUSINESS; AND WASTED EXPENDITURE.
    • NOTWITHSTANDING ANY OTHER PROVISION OF THIS EULA, OUR LIABILITY SHALL NOT BE LIMITED IN ANY WAY IN RESPECT OF THE FOLLOWING:
      • DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE;
      • FRAUD OR FRAUDULENT MISREPRESENTATION; OR
      • ANY OTHER LOSSES WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
    • THIS CLAUSE 8 SHALL SURVIVE THE TERMINATION OR EXPIRY OF THIS EULA.
  2. Term and termination
    • This EULA shall come into force on the Commencement Date and, unless terminated earlier in accordance with its terms, shall continue until the expiry of the Term after which it shall automatically expire.
    • We may terminate this EULA or the provision of Origo for convenience on giving you written notice.
    • We may also suspend or terminate your, each Associated Companies and/or any Eligible Employee’s access to Origo and/or terminate this EULA immediately:
      • if you, any Associated Company or Eligible Employee breach this EULA;
      • if we suspect that there has been any misuse of Origo;
      • if required by law, by court or governmental or regulatory order
      • in response to a security or fraud risk; or
      • in response to any other action or inaction by you, any Associated Company or any Eligible Employee which we believe has had or will have an adverse impact on Origo, or our ability to provide Origo to any other customers.
  1. Consequences of termination
    • Immediately on termination or expiry of this EULA (for any reason):
      • the licences and rights granted by us shall terminate and you shall (and procure that each Associated Company and Eligible Employee shall) stop accessing and using Origo; and
      • we may delete or suspend access to any accounts that you hold with us related to Origo and any Associated Company and Eligible Employee accounts.
    • Termination or expiry of this EULA shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of this EULA that is expressly or by implication intended to continue beyond termination.
  2. Data
    • Data shall at all times remain the property of you or your licensors.
    • Except to the extent we have direct obligations under data protection laws, you acknowledge that we have no control over any Data hosted as part of the provision of Origo and may not actively monitor or have access to the content of the Data. You shall ensure (and are exclusively responsible for) the accuracy, quality, integrity and legality of the Data and that its use (including use in connection with Origo) complies with all Applicable Laws and Intellectual Property Rights.
    • If we become aware of any allegation that any Data may not comply with any other part of this EULA, we shall have the right to (in respect only of that part of Data which is suspected of being non-compliant):
      • permanently delete or otherwise remove the relevant Data from Origo;
      • suspend access to the relevant Data from Origo in accordance with clause 9; and/or
      • disclose Data to law enforcement authorities (in each case without the need to consult you).
    • You acknowledge and agree that you are responsible for maintaining safe backups and copies of any Data. You acknowledge and accept we are not responsible for ensuring the Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, we shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Data.
    • We shall seek to maintain the confidentiality of the Data and shall not without your prior written consent or in accordance with this EULA, disclose or copy the Data other than as necessary for the provision of Origo or the performance of our express rights and obligations under this EULA or any other agreement between us related to this EULA (for example, in connection with the provision of hire vehicles to you and the Eligible Employees, as well as associated services). This clause 5 shall survive the termination or expiry of this EULA for a period of one year.
    • The provisions of clause 5 shall not apply to information which:
      • is or comes into the public domain through no fault of ours, our officers, employees, agents or contractors;
      • is lawfully received by us from a third party free of any obligation of confidence at the time of its disclosure;
      • is independently developed by us (or any of our Affiliates or any person acting on its or their behalf), without access to or use of such Data; or
      • is required by law, by court or governmental or regulatory order to be disclosed.
    • This clause 11 shall survive the termination or expiry of this EULA for a period of one year.
  3. PRIVACY AND PERSONAL INFORMATION
    • Privacy and personal information are important to us. Any personal information that you, any Associated Company or any Eligible Employee provide to us will be dealt with in line with ourPrivacy Policy which explains what personal information we collect, how and why we collect, store, use and share such information, rights in relation to that personal information and how to contact us and supervisory authorities in the event you, any Associated Company or Eligible Employee have a query or complaint about the use of your personal information.
  4. GENERAL
    • This EULA and any descriptions of Origo made available by us, constitute the entire agreement between you and us and supersede all previous agreements, understandings and arrangements between us in respect of the provision of access to Origo, whether in writing or oral. We each acknowledge that we have not entered into this EULA in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this EULA. Nothing in this EULA shall limit or exclude any liability for fraud.
    • We may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of our rights or obligations under this EULA, provided that we give you notice.
    • Except as expressly permitted by this EULA, you shall not assign, transfer, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of your rights or obligations under this EULA (including the licence rights granted), in whole or in part, without our prior written consent.
    • We each are independent and are not partners or principal and agent and this EULA does not establish any joint venture, trust, fiduciary or other relationship between us, other than the contractual relationship expressly provided for in it. Neither of us shall have, nor shall represent that it has, any authority to make any commitments on the other’s behalf.
    • If any provision of this EULA (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this EULA shall not be affected. If any provision of this EULA (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, we each shall negotiate in good faith to agree the terms of a mutually acceptable alternative provision.
    • No failure, delay or omission by either of us in exercising any right, power or remedy provided by law or under this EULA shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
    • A person who is not a party to this EULA shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
    • You represent and warrant to us that you have the right, power and authority to enter into this EULA and grant to us the rights contemplated in this EULA and to perform our obligations under this EULA.
    • You shall comply with all Applicable Laws and shall maintain such authorisations and approvals as required from time to time to perform your obligations under or in connection with this EULA.
  5. Governing law and jurisdiction
    • This EULA and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
    • The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this EULA, its subject matter or formation (including non-contractual disputes or claims).
  6. Definitions and interpretation
    • In this EULA:
  • Affiliates: means, in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in section 1124 of the Corporation Tax Act 2010;
  • Applicable Law: means any laws and regulations, as may be amended from time to time, that apply to the provision or receipt of Origo;
  • Associated Companies: means your Affiliates authorised by us to grant their Eligible Employees access to Origo and the term Associated Company shall be construed accordingly;
  • Commencement Date: means the date on which you or any Eligible Employee first access Origo;
  • Data: means all data that is provided to us for uploading to Origo or uploaded to any part of Origo, in each case, by you, any Associated Company or by any Eligible Employee (but excluding Feedback);
  • Eligible Employee: means, in respect of Origo, an employee of yours or of an Associated Company that is deemed eligible by you or the relevant Associated Company to participate in your/their company car scheme;
  • Feedback: has the meaning given to it at clause 3;
  • Force Majeure: means an event or sequence of events beyond our reasonable control preventing or delaying us from performing any of our obligations under this EULA, including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet;
  • Intellectual Property Rights: means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and (d) wherever existing;
  • Permitted Purpose: means use solely by Eligible Employees to assist each Eligible Employee to compare information associated with procuring a vehicle utilising your company car scheme and to order a vehicle under that company car scheme via us. Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law: (a) copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of Origo; (b) permitting any use of Origo in any manner by any third party; (c) combining, merging or otherwise permitting Origo (or any part of it) to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or (d) attempting to reverse engineer, observe, study or test the functioning of or decompile Origo (or any part), except as expressly permitted under this EULA;
  • Personal Data: has the meaning given to that term in Applicable Law related to data protection and privacy from time to time;
  • Privacy Policy: means our privacy policy (available: https://jct600vehicleleasingsolutions.co.uk/privacy-statement/);
  • Relief Event: any breach of this EULA by you, any Associated Company or any Eligible Employee, or any Force Majeure;
  • Term: means the period during which the separate master hire agreement related to vehicle hire between you and us is in force; and
  • Virus: means any virus, disabling code (including code intended to limit or prevent any use any software or system) or other malicious software (including malware, trojan horses, ransomware and spyware).
    • In this EULA:
      • headings are included for convenience only and shall have no effect on interpretation;
      • a reference to a ‘party’ includes that party’s successors and permitted assigns;
      • a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
      • words in the singular include the plural and vice versa;
      • any words that follow ‘include’, ‘includes’, ‘including’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; and
      • a reference to any legislation or legislative provision is a reference to it as amended, extended, re-enacted or consolidated from time to time.