Terms and Conditions

Last Updated: 1st November 2024

These Terms and Conditions (“Agreement“) govern your use of the TyreOps software and services (“Services“) provided by Journey Tech Limited (“TyreOps,” “we,” “us,” or “our“), a company registered in the United Kingdom. By accessing or using our Services, you agree to be bound by this Agreement. If you do not agree with these terms, please do not use our Services.

1. Definitions

1.1 In this Agreement:

• “Content” means the visual and audio design elements of TyreOps.
• “Services” refers to the Software and any additional services provided by TyreOps employees.
• “TyreOps Databases” means all databases created for the TyreOps Software, including but not limited to data on tyres, businesses, vehicles, and wheels.
• “Customer Data” means any information inputted into your TyreOps account by you or by TyreOps on your behalf.
• “Implementation Services” refers to any actions by TyreOps to input data into your TyreOps account for setup purposes.
• “Documentation” means any materials, including but not limited to, digital files, videos, photos, and any files downloaded or captured from the TyreOps Software.
• “Subscription Price” means the recurring subscription fee payable by you to TyreOps.
• “Authorised User” means an individual employee of the Customer to whom a TyreOps account has been assigned.
• “Initial Service Term” means the duration of the agreement as specified in the Subscription Form.
• “Paid Subscription” means access to the Services upon payment of the Subscription Price.
• “Pre-Paid Period” means an upfront payment for access to the Services for a specified period.
• “Software” refers to the TyreOps web system, TyreOps App, and any future applications developed by TyreOps.
• “TyreOps Website” refers to www.tyreops.co.uk, www.tyreops.com, and all other TyreOps-owned domains.
• “Third-Party Charges” means charges for any third-party products and services.

2. Services

2.1 TyreOps agrees to provide the Services described in your Subscription Form, and you agree to pay the respective subscription fees and other charges according to the Pricing Schedule.

2.2 You are responsible for maintaining the confidentiality of your username and password. You agree to notify TyreOps immediately of any unauthorised use of your account.

2.3 The TyreOps software applications and Content are licensed to you, not sold. TyreOps retains ownership of all intellectual property rights.

2.4 All TyreOps trademarks and brand features are the sole property of TyreOps or its licensors. You are not granted any rights to use them.

2.5 Subject to a valid license, you may use the Services and Databases only for processing data related to your own customers. You may not use the Services to provide data processing services to third parties.

2.6 TyreOps Databases are subject to updates. While TyreOps strives for accuracy, it does not guarantee it but will use reasonable efforts to provide appropriate information.

2.7 You are responsible for procuring any hardware necessary to access the Software. TyreOps is not liable for any issues arising from malfunctioning or incompatible hardware.

2.8 Although TyreOps may advise on suitable hardware, it is your responsibility to ensure that your hardware meets the necessary requirements.

2.9 Any hardware issues should be directed to the manufacturer.

2.10 The Services may be unavailable during scheduled maintenance. TyreOps will provide prior notification where possible. TyreOps is not responsible for unscheduled outages.

2.11 You accept full responsibility for the consequences of any use of the Services and Databases.

2.12 You agree that TyreOps may generate statistical data from your Customer Data for general commercial use, provided that such data is anonymised and does not identify you or any individual.

3. Support

3.1 TyreOps will provide reasonable technical support services in accordance with standard practices.

3.2 Support is available via telephone, email, or other communication channels during UK business hours (9:00 am to 5:00 pm, excluding public holidays). TyreOps will use commercially reasonable efforts to respond within two business days.

3.3 Additional charges may apply for support beyond standard services.

3.4 If you encounter any errors, you will:

• Nominate a coordinator to manage support issues.
• Perform basic troubleshooting using provided information and procedures.

3.5 You agree to undertake all reasonable troubleshooting tasks recommended by TyreOps staff.

3.6 TyreOps may offer additional training or resources if deemed beneficial.

3.7 TyreOps reserves the right to modify support services, processes, and channels at its discretion.

3.8 Additional training beyond initial onboarding may incur additional charges.

3.9 Any agreed training fees are exclusive of taxes, fees, and expenses required to provide the training.

3.10 TyreOps reserves the right to review training charges from time to time.

3.11 Software Support does not include on-site support, training, or consultancy in circumstances including, but not limited to:

• Errors caused by hardware or third-party software not supplied by TyreOps.
• Inaccurate or untimely information provided by you.
• Use of unapproved devices or operating systems.
• Use of outdated versions of the Software.
• Breach of this Agreement or failure to comply with Documentation.

4. Payment

4.1 You may purchase a Paid Subscription directly from TyreOps by paying a subscription fee in advance on a monthly basis or through a Pre-Paid Period.

4.2 If you purchase access through a third party, additional terms may apply.

4.3 TyreOps may change the price for Paid Subscriptions upon reasonable notice. Price changes will take effect at the start of the next subscription period. If you do not agree to the price change, you may unsubscribe before it takes effect.

4.4 Taxes applied to the Subscription Price are based on rates applicable at the time of your charge. You are responsible for providing accurate information for tax calculations.

5. Confidentiality and Data Protection

5.1 You own all rights to your Customer Data. TyreOps owns all rights to the Services, Software, and any improvements or modifications.

5.2 TyreOps may collect and analyse data relating to the provision and performance of the Services. TyreOps may use this data to improve the Services and disclose aggregated, anonymised data for business purposes.

5.3 Both parties shall comply with all applicable data protection laws, including but not limited to the UK Data Protection Act 2018 (“UK GDPR”), the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the Australian Privacy Principles, and relevant U.S. federal and state privacy laws.

5.4 You acknowledge that the Software, Documentation, and TyreOps Databases constitute confidential proprietary information of TyreOps.

5.5 You agree to keep confidential the Software, Documentation, and any TyreOps Information not publicly available, and not to disclose it to any third party without TyreOps’s prior written consent.

5.6 You agree to notify all your employees of their confidentiality obligations.

5.7 Confidential Information may be disclosed only to employees who need to know it and are bound by confidentiality obligations.

5.8 The confidentiality obligations do not apply to information that:

• Is public knowledge without breach of this Agreement.
• Was in your possession without restriction prior to receipt.
• Is obtained from a third party authorised to disclose it.
• Is required to be disclosed by law or regulatory authority.

5.9 The confidentiality obligations survive termination of this Agreement for five years.

5.10 You authorise TyreOps to use your logo, trademark, and name for marketing purposes, including on TyreOps’s website and in press releases.

6. Intellectual Property

6.1 You may not:

• Allow use of the Services by anyone other than an Authorised User.
• Transfer, distribute, sell, lease, or otherwise deal with the Software, Documentation, or Databases.
• Export the Databases to any third parties.
• Use the Databases to transmit or deliver infringing, defamatory, or illegal materials.
• Copy or create a database of any data within the TyreOps Database.
• Design or build a competitive product or service.

6.2 You grant TyreOps the right to use the processor, bandwidth, and storage hardware on your devices to facilitate operation of the Services.

6.3 Where location information is required, you allow TyreOps to utilize such data. If you disagree, you must notify TyreOps and refrain from using features requiring location data.

7. Third Parties

7.1 The Services may interact with third-party applications, websites, and devices. Your use of such third-party services may be subject to additional terms. TyreOps does not guarantee compatibility with third-party applications and devices.

8. Renewal and Cancellation

8.1 Unless you cancel, your Paid Subscription will automatically renew at the end of each subscription period. To cancel, contact TyreOps Customer Support. Cancellation takes effect at the end of the current subscription period.

8.2 TyreOps will invoice you according to the agreed payment schedule. Payments must be received within thirty (30) days of the invoice date. Unpaid amounts may incur interest and result in suspension or termination of Services.

8.3 All fees are exclusive of VAT and other applicable taxes.

8.4 If you do not pay within thirty (30) days:

• TyreOps may charge interest on overdue amounts.
• Reclaim all costs incurred in collecting overdue amounts.
• Suspend your licenses and provision of Services until payment is made.

8.5 This clause survives termination of this Agreement.

9. Termination

9.1 This Agreement is effective for the Initial Service Term and renews automatically unless either party gives ninety (90) days’ notice prior to the end of the current term.

9.2 Either party may terminate this Agreement upon ninety (90) days’ notice if the other party materially breaches any terms.

9.3 Upon termination, TyreOps will make your Customer Data available for retrieval for ninety (90) days, after which it may be deleted.

9.4 This Agreement terminates immediately if you become insolvent or enter bankruptcy proceedings.

9.5 TyreOps may terminate this Agreement if you fail to pay amounts due within sixty (60) days of the due date.

9.6 TyreOps may terminate immediately if you breach any other obligations under this Agreement, including confidentiality obligations.

10. Warranty

10.1 TyreOps does not warrant that the Services will meet your requirements or that operation will be uninterrupted or error-free.

10.2 TyreOps does not warrant the availability, performance, speed, or responsiveness of the Services and Databases.

10.3 TyreOps warrants that it will provide the Services using reasonable skill and care.

10.4 TyreOps does not provide financial advice. Any assistance is provided as guidance only.

10.5 The Databases are provided “as is” without warranties of any kind.

10.6 Your sole remedy under this warranty is correction or reperformance of the Services.

10.7 TyreOps shall use reasonable efforts to maintain the Services but does not warrant uninterrupted or error-free operation.

11. Non-Solicitation

11.1 During this Agreement and for twelve (12) months after termination, neither party shall solicit the employment of any employee of the other party involved in the use or support of the Services.

12. Miscellaneous

12.1 This Agreement constitutes the entire agreement between you and TyreOps and supersedes all prior communications.

12.2 TyreOps may update these Terms and Conditions from time to time. Changes will be notified to you by reasonable means.

12.3 If any provision of this Agreement is held invalid, the remaining provisions shall remain in effect.

12.4 You may not assign or transfer this Agreement without TyreOps’s prior written consent.

12.5 Except for TyreOps’s suppliers, no third party has rights under this Agreement.

12.6 Neither party shall be liable for delays or failures due to circumstances beyond their reasonable control.

12.7 Notices under this Agreement shall be sent via email to [email protected].

12.8 This Agreement is governed by and construed in accordance with the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the English courts.

Contact Information

If you have any questions about these Terms and Conditions, please contact us:

• Journey Tech Limited
• Email: [email protected]
• Address: 20-22 Wenlock Road, London, N1 7GU, United Kingdom
• Phone: 0800 069 9753

Acknowledgement

By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.