Terms and Conditions for the Provision of Omnetic Software as a Service
These Terms and Conditions for the Provision of Omnetic Software as a Service by TEAS spol. s r.o. as the Provider shall apply to the concluded Agreement on the Provision of Software Services – the Omnetic System in the form of SaaS (the Agreement) and constitute an integral part thereof (the Terms). In the event of any conflict between the provisions of these Terms and the Agreement, the provisions of the Agreement shall prevail. Terms used herein shall have the same meaning as in the Agreement unless defined otherwise herein.
1. The Provider is the exclusive holder of the proprietary copyright to the Omnetic software, including its possible extensions, as an ERP system for vehicle dealers and service providers, which supports processes related to the sale of new and used vehicles and after-sales services (Software). The specifications and functionalities of the Software are detailed in Annex No. 1 to the Agreement.
2. The Software is operated by the Provider through the provision of appropriate IT services running on virtual infrastructure (so-called cloud) via the Internet and a web browser. The entire system can be described as a set of easily usable and virtualizable resources (hardware, development platforms, etc.) with maximum security of access and content (System). Access to and the possibility of using all Software functionalities constitutes the service (including other services related to this primary service, which the Provider may provide to the Client upon request – e.g. IT programming of the Client’s internal systems, integration of the Client’s internal systems with the Software/System, etc. – Additional Services), which the Provider intends to provide to the Client, all in accordance with Annex No. 3 of the Agreement (Software as a Service). The Software consists of standardized modules and customized add-on extensions (e.g. CarAudit – see Article IX of these Terms), which adapt the System’s functionality to the Client’s integration requirements as a member of specific sales and/or service networks. The terms of use of such add-on extensions are defined separately for each, though these Terms shall apply to them as appropriate. Within the System, there are applications (modules) operated directly by the Provider, to which the Provider holds the relevant copyrights, and also third-party applications that have been integrated into the System upon the Client’s request, to be used by the Client within the System (Third-Party Applications). The Provider cannot guarantee the functionality and availability of Third-Party Applications, as it does not hold the copyrights necessary for their modification, maintenance, development, or updates.
3. The Client is a professional in the automotive market (vehicle sales, after-sales service, and repair services), who previously used other software for operational, financial, advertising, and other purposes, and now wishes to use the Software/System as Software as a Service under the terms defined in the Agreement and these Terms.
4. The legal relationship established by the Agreement shall be governed by its provisions and by these Terms, which form an integral part of the Agreement as Annex No. 2, and which the Client has duly reviewed, acknowledged, and accepted by concluding the Agreement. In all other matters, the relationship shall be governed by the relevant legal regulations of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code, as amended (Civil Code), and Act No. 121/2000 Coll., the Copyright Act, as amended (Copyright Act). The Client acknowledges and agrees that the Provider shall be entitled to unilaterally amend these Terms, as well as the scope of the services defined in Annex No. 1, during the provision of the Software as a Service, particularly in connection with the development of the Software and its updates, innovations, and the addition of new functionalities or changes to the user interface. If the Client disagrees with any proposed changes to the Terms, they shall be entitled to terminate the Agreement under analogous conditions and according to the process set out in Article IV(3) of these Terms.
5. The Client shall ensure that, in any dealings with the Provider or in the performance of the Agreement, only persons authorized under Section 430 of the Civil Code to represent and legally bind the Client (including entering into contractual relationships to the extent of the Agreement and these Terms) act on behalf of the Client. The Provider shall not and cannot examine whether the person acting for the Client (e.g., sending a Sign-off email, confirming receipt of any document, message, or information) is duly authorized to represent the Client. Accordingly, the Provider assumes and is entitled to rely in good faith that anyone acting on behalf of the Client and communicating with the Provider is authorized or duly empowered by the Client under Section 430 of the Civil Code to carry out such legal acts. In the event that the Client’s representative exceeds their authority, the Client shall still be legally bound by such acts toward the Provider in accordance with Section 431 of the Civil Code (Client's Acts).
6. The Provider is entitled to subcontract parts of the work or provision of the Software as a Service or Additional Services to third parties; however, the Provider remains liable for their performance as if provided by itself.
7. The Client undertakes to provide the Provider with all required cooperation, in particular: a. To provide necessary data for implementation (e.g., via an online form); b. To provide essential technical and expert cooperation, especially during system installation into the virtualization environment, data migration, etc.; c. To ensure cooperation of third parties during integration with the Client’s other IT systems; d. During training of the Client's employees. The Provider shall not be in default with the provision of any Software as a Service in cases where the agreed delivery date was not met due to a lack of cooperation by the Client. The same applies to any failure to meet the agreed project Roadmap due to reasons attributable to the Client (Cooperation).
1. The Provider shall grant the Client access to the Software, i.e., the System, through the Provider's web interface. The Provider shall also provide the Client with all necessary access credentials to enable proper use of the Software as a Service, as defined in the Agreement and for the relevant number of users (Credentials). Furthermore, the Provider shall provide the Client with the requested storage capacity on the Provider’s cloud server (Storage Capacity), all in exchange for the Fee specified in the Agreement and Article IV of these Terms. The Credentials shall be delivered to the Client in an appropriate manner, e.g., via the email address specified by the Client. The Client shall confirm receipt of the Credentials and the first access to the System via email. The Client is obliged to keep the Credentials confidential and protect them from misuse by third parties. The Client bears sole responsibility for the protection and confidentiality of its access credentials. The Client agrees never to disclose its password to anyone else and not to use the login name or password of any other user. The Provider shall not be liable for any use of login credentials by third parties.
2. Depending on whether the Client has previously used the “AutoBazar” software or another system for recordkeeping (Original Software), either a data migration process as described below will be carried out or preparations will be made for the internal systems of both the Client and the Provider through Software Integration. For the proper functioning of the System and the effective provision of the Software as a Service, the Client shall provide the Provider with full cooperation, including remote access to its internal systems and data storage, particularly for the purpose of migrating all data previously used by the Client and uploaded or otherwise stored in the Original Software into the System (Data), following the Provider’s instructions and subject to the terms below (Client Data Migration). Scope of Client Data Migration includes data concerning: (i) customers, (ii) active vehicles, and (iii) active business cases. Active advertisements are expressly excluded from the scope of migration. For testing purposes, the Provider may, upon the Client's request, provide access to a trial version of the environment (Demo Environment) including the above-mentioned data, for a period of one to two weeks (Testing Period). If the Client has not previously used any Original Software, or if the System is being deployed through functional integration between the Client's and the Provider's software (Software Integration), then Client Data Migration will not take place.
3. Without proper execution of Client Data Migration, the Provider cannot guarantee the completeness and continuity of the services under the Agreement with respect to the use of the Original Software. During the migration process, the Provider shall be entitled—and the Client hereby grants its explicit consent—to correct data (including personal data of the Client’s customers) from a purely stylistic perspective, i.e., spelling, typos, or missing characters (Data Correction), without modifying or supplementing the actual content in any way.
4. The Provider undertakes to carry out the implementation of the System, especially taking into account the necessity of Client Data Migration, with due regard to the Client’s operational needs, so that any disruption to its business operations is minimized. The Client acknowledges that during this period, some temporary restrictions may occur, which shall not, however, materially interfere with its regular operations.
5. The Software shall be operated on infrastructure managed by the Provider and hosted in a third-party data center.
6. The Software shall be fully accessible to the Client throughout the term of the Agreement, starting from the Commencement of SaaS Provision as defined in Clause C of the Agreement. This does not affect the Testing Period or other preparatory steps before the commencement of SaaS provision. The Provider does not guarantee the functionality or availability of Third-Party Applications integrated into the System. The Provider is entitled to suspend access to the Software if the Client is more than 15 days in arrears with payment of the service fee or breaches any material obligation under the Agreement or these Terms. Suspension shall remain in effect until the overdue Fee is paid or until the Agreement is terminated in accordance with these Terms.
7. The Client is obligated to keep its Credentials confidential and protect them from any actual or potential misuse by third parties. The Provider shall not be liable for any damages caused by the disclosure or breach of Credentials by a third party unless caused solely by the Provider.
8. The Parties explicitly agree that the Client shall not distribute, copy, modify, decompile, or otherwise manipulate the Software, its related applications, extensions, or any of its components in violation of the Agreement or these Terms, nor shall the Client allow third parties to use the Software/System in such manner, unless otherwise agreed in writing by the Parties.
9. All Client data shall be hosted in third-party data centers located within the European Union. The Provider shall regularly back up the data (Backups).
10. Ownership of all data uploaded by the Client to the Cloud, including data subject to Client Data Migration, shall remain solely with the Client, who is also exclusively responsible for the content, quality, legality, and integrity of such data. If the Client uploads any content that violates applicable laws and the Provider is requested by relevant authorities (particularly law enforcement) to remove specific data, the Provider shall do so without undue delay and notify the Client in writing. The Client shall also be obligated to delete the specific content upon the Provider’s request in connection with a suspected legal violation.
11. Any testing of the System by the Client shall take place on dates agreed in advance in writing (by email) with the Provider.
12. The Provider anticipates that user training for the System will be conducted remotely via webinars and tutorials, free of charge. Additionally, upon the Client’s explicit written (email) request, the Provider may train key personnel or other designated individuals working with the Client for purposes of operating the System or fulfilling specific needs. The Fee for this Additional Service shall be determined in accordance with Article IV of these Terms. The Provider shall not be liable if it later emerges that individuals selected by the Client for training were not sufficiently qualified.
13. Training dates shall be agreed by the responsible representatives. Specific dates will be confirmed in writing (by email) in advance.
14. Due to the ongoing development of the Software and expansion of its features provided as a service, there may arise future situations where, in order to properly use a particular functionality, the Client will be required to install certain hardware or software on its devices. In such cases, should the Client wish to use the new functionality, it undertakes to comply with the Provider’s technical requirements, including installation of necessary components, drivers, or other hardware/software. The Parties agree that use of new functionalities is optional and not mandatory.
15. The Client must consult the Provider in advance regarding any changes, modifications, repairs, or extensions of its own system beyond the agreed scope, in order to prevent interference with the provision of the Software as a Service.
16. Upon the Client’s request, the Provider has uploaded to the System certain template contract documents commonly used in the primary and secondary automotive market, including for the sale of new or used vehicles, provision of after-sales services (including warranty and post-warranty repairs), and other related activities (Template Documents). The Client is authorized to use the Template Documents as a basis for drafting its own specific contractual documents. The Provider expressly disclaims, and the Client acknowledges, that the Provider provides no warranty or guarantee regarding the content, accuracy, or legal validity of the Template Documents, nor for any actual agreements entered into by the Client with third parties, whether based on such templates or not.
1. The license fee for the provision of the license is already included in the Fee as defined in Article IV of these Terms.
2. The Client is obliged to use the Software or the System only to the extent of the license granted or the web service specified in the Agreement, and only for purposes permitted in accordance with the nature of the Software provided as a service.
3. The Client is obliged to use the Software or the System exclusively for its internal purposes and in accordance with the purpose for which the Software was developed.
4. The Client is not entitled to distribute, copy, decompile, or otherwise make the Software or System available to other persons unless otherwise agreed in writing by the Parties in advance.
5. The Client acknowledges that proper use of the Software or the System, as well as the proper provision of the Software as a service, requires the use of hardware and software that meets the technical requirements specified by the Provider.
6. The Client is obliged to promptly notify the Provider in writing via email of any change that has or could have an impact on the Client’s use of the Software or System, and on the possibility or ability of the Provider to provide the Software as a service in accordance with the Agreement.
7. The Client acknowledges that the System is a software product and, as such, responds to circumstances affecting it during its operation. These responses may include unexpected interruptions of actions being performed, repeated need to enter a command, or other usage or operational difficulties. The Parties agree that such isolated and temporary reactions of the System shall not be considered defects of the System or breaches of the Provider's obligation to provide the Software as a service under the Agreement. However, the Provider is obliged to provide the Client with all possible professional support in overcoming such situations.
8. The Provider is not liable for any damages resulting from the malfunction of the System caused by incorrect data input by the Client or by any deficiencies, particularly technical, in the Client’s equipment, infrastructure, personnel, or similar, or by infrastructure outages caused by third parties providing services to the Client.
9. The Parties expressly agree that the Provider shall not be liable for any damages potentially caused to the Client's end customers (e.g. owners of advertised vehicles or other persons to whom the Client provides services or goods) in connection with the Client’s use of the System. In the event that an end customer of the Client seeks compensation for any damage, the Client expressly waives any right to make a recourse claim against the Provider, unless the damage was caused intentionally or through gross negligence by the Provider.
1. The Client undertakes to pay the Provider a Fee for the license, for the provision of the Software as a service, based on the number of users, and where applicable, also for Additional Services, as specified in Annex No. 3 to the Agreement (Fee), which details the Fee for each service provided in accordance with Annex No. 3 of the Agreement. The Provider informs the Client that the amount of the Fee depends on the type and scope of the Software provided as a service, the required storage Capacity, and other factors. The Fee for any Additional Services will be determined by mutual agreement of the Parties, based on the Provider’s daily/hourly rates.
2. The agreed Fee includes all work, deliveries, and costs of the Provider related to the commissioning of the Software as a service, including the license fee according to the license granted (see Article III of these Terms), unless otherwise specified in the Agreement or agreed by the Parties. The Fee does not include activities, additional work, or deliveries agreed upon with the Client outside the scope of the Agreement (e.g. Additional Services). Any services provided by third parties in connection with the provision of Services under this Agreement (as per Annex No. 1) may be charged separately and may require a separate agreement with the third party.
3. The amount of the Fee for the provision of the Software as a service is determined based on the duration of the agreed and granted license period (Period). The Provider is entitled to change the amount of the Fee once, through an update to Annex No. 3 of the Agreement, after the expiration of the Period. The Provider must notify the Client in writing (via email) of such change no later than 30 days prior to the Fee change taking effect. Notification is considered delivered at the moment the email is received in the Client’s inbox. The Client is obliged to familiarize themselves with the new pricing conditions. If the Client continues to use the Software as a service after receiving notice of the updated Annex No. 3, the new pricing conditions become binding as of the date when the Client first uses the service (uploads data, uses existing data, uses support, etc.) after receiving the notice. However, the Client may reject the price change by submitting a written termination notice with a one-month notice period, starting from the date of delivery of the termination to the Provider. This notice must be submitted within 15 days of the announcement of the price change; otherwise, the Client is deemed to have accepted the new Fee.
4. For Clients who previously used the Original Software and paid the license fee for it in advance, such prepaid license fee (in a proportional amount corresponding to the unused portion of the license) will be offset against the Provider’s claim for the Fee at the moment of concluding the Agreement. If a balance remains unpaid after such offsetting, the Client is obliged to pay the outstanding amount in accordance with the Provider’s payment request (Request).
5. The Client shall pay the Fee or other contractual payments in advance, based on a Request sent by the Provider to the Client’s designated email address. Payment shall be made via bank transfer to the Provider’s account as specified in the Request, in accordance with the payment periodicity set out in Annex No. 3 of the Agreement. The due date of the amount specified in the Request is 14 days from its delivery to the Client.
6. The moment of payment is deemed to be the date on which the payment is credited to the Provider’s account. Immediately thereafter, the Provider shall send the Client a tax document (invoice) containing all legally required details. The date of receipt of payment and issuance of the invoice shall be considered the date of taxable supply. The Parties agree that invoices may be delivered electronically.
7. In case of late payment by the Client of any monetary obligations under the Agreement, the Client shall pay the Provider a contractual penalty of 0.5% of the outstanding amount for each day of delay. This does not affect Article II, paragraph 6 of the Terms (regarding the Provider's right to suspend services).
8. If the Client wishes to increase the number of active stations or users, they shall inform the Provider in writing (via email), who will decide whether such a request can be accommodated (subject to available capacity). If approved, the process described in paragraphs 4 to 6 of this Article IV shall apply. The Provider will endeavor to fulfill such requests, but the Parties agree that the Client has no right to an extension of the number of users.
9. The Client acknowledges and agrees that the Provider is entitled to unilaterally cease providing services under the Agreement, in particular the Software as a service, if the Client is in default with the payment of the Fee for more than 15 days. In such a case, the license under Article III shall also be deemed terminated by decision of the Provider.
1. The fee for providing the Software as a Service also includes the provision of basic service within the meaning of these Terms and Conditions. The Client shall address requests for basic service of the System or Software to the Provider on business days between 8:00 and 16:00 via Customer Support through the current contacts listed on the Client’s website - www.omnetic.com. Any Additional Services, such as out-of-warranty service, training of the Client’s personnel, migration of the Client’s data, integration of the Client’s internal systems with the Software or System, shall be charged separately and provided to the Client based on their order (by email or telephone with subsequent email confirmation). By placing such an order, the Client commits to pay the Provider an additional fee according to Annex No. 3 of the Agreement or the fee agreed by the Parties prior to providing the Additional Service.
2. All Client data uploaded to the Cloud will be duly secured by the Provider or a third party authorized by the Provider against unauthorized use. The Provider guarantees the Client that all technical and security standards will be observed when providing the Software as a Service. The Omnetic service is operated on Amazon Web Services (AWS) infrastructure. All data is stored in AWS in the eu-west-1 region (Ireland). All communication with Omnetic services is encrypted via HTTPS protocol. Data stored on AWS is encrypted using AWS native encryption for the relevant services with AES-256 cipher. User passwords are securely stored using the Argon2 hashing algorithm, one of the most secure. The application database is built on AWS RDS Aurora DB, which provides the highest level of data security and availability. Beyond standard security, the following measures are applied:
3. Maintenance of the Software and System means professional interventions by the Provider aimed at restoring the System’s operation according to the current electronic documentation, especially correction of evident System errors.
4. Basic service is provided only for the operation of the relevant System modules within the scope specified in the Software functionalities description, which forms Annex No. 1 of the Agreement.
5. The Provider is not liable for malfunction caused by erroneous data entered by the Client into the System or technical shortcomings on the Client’s side, nor for potential short-term Software outages primarily due to updates.
6. In some cases, it is necessary to temporarily suspend the Service for the essential time needed for maintenance or system updates. Planned downtime is not counted as service availability. Maintenance is preferably performed between 21:00 and 06:00 or on non-working days.
7. The Provider is obliged to notify the Client in advance of any planned downtime occurring during normal working hours or, if lasting longer than 30 minutes, outside normal working hours, by email to the Client’s contact address at least 1 day prior.
1. The Agreement may be terminated: a. by written agreement of the Parties; b. by the procedure stipulated in these Terms (e.g., non-acceptance of fee or Terms updates by the Client); c. by withdrawal from the Agreement in cases set out in the Agreement and these Terms; d. by termination by either Party with a three-month notice period, starting from the day the written termination notice is delivered to the other Party.
2. The Client may withdraw from the Agreement if the Provider is unable to provide the Software as a Service for more than 7 business days, unless this inability is caused by circumstances attributable to a third party (e.g., the cloud service provider).
3. The Provider may withdraw if: a. the Client is in arrears with payment of the Fee for more than 30 days; b. the Client does not provide the necessary cooperation as per Article I, Section 7 of these Terms, if such failure prevents the Provider from fulfilling its obligations, provided the Provider has notified the Client in writing (by email) and given at least 5 business days to remedy the situation; c. the Client materially or repeatedly breaches obligations related to the use of the Software as a Service.
4. If the Client withdraws for any reason, the Provider is entitled to payment of the proportionate part of the Fee for the period the Client used the Software as a Service and for any hardware and software ordered and delivered, per prices listed in Annex No. 3 of the Agreement. If the Provider withdraws due to Client breach, the Client must pay a contractual penalty equal to the unused portion of the prepaid Fee for the remaining term. This also applies in case of termination by mutual agreement, unless otherwise agreed.
5. Mutual settlements will be made within 30 days of termination, in a manner chosen and promptly communicated by the Provider. The Client acknowledges and agrees that any reverse data migration will be invoiced by the Provider based on time spent and costs incurred, according to Annex No. 3 and invoicing conditions set forth in Article IV of these Terms. Should the Client fail to cooperate in reverse data migration within 15 days after termination, even after a written reminder and additional 7-day grace period, the Provider may delete the data without compensation to avoid storage cost increases. This right of the Provider remains unaffected.
6. The Client agrees that during and after the Agreement’s validity, the Provider may process Client data uploaded to the System cloud interface, in compliance with GDPR, anonymously or pseudonymously, for analytical purposes and free use, including in cooperation with business partners (e.g., specialized portals such as sauto.cz, tipcars.cz, mobile.de) or other entities (“Provider’s Authorization”). The Provider guarantees that this authorization will be exercised with full respect to the Client’s reputation, personal data protection rules, and data of the Client’s collaborators and end customers.
The Provider acts as a data processor under the Agreement for personal data possibly provided by the Client, who is always the data controller and responsible for securing consents from end customers for data processing in compliance with Article 6(1)(b)-(f) of GDPR Regulation (EU) 2016/679. The Parties simultaneously enter into a Data Processing Agreement pursuant to Letter L. of the Agreement, which applies the provisions in this Article VII.
1. The Controller (Client) instructs the Processor (Provider) to process personal data of third parties (end customers) provided during the Agreement term, for the purposes and in the manner described below. The Processor undertakes to process these personal data on behalf of the Controller.
2. The Processor shall process personal data as provided by data subjects or the Controller, typically including: name, gender, permanent/temporary address, correspondence address, date of birth, type and number of ID, phone number, email, and any other data provided by data subjects (Personal Data). The legal basis, purpose, and processing period are always determined by the Controller, who is responsible for obtaining necessary consents under GDPR. The Processor is not obliged or able to verify the legality of the Controller’s processing.
3. Data processing includes collection, uploading to Cloud, storage, sorting, segmentation, modification, updating, searching, retention, combining, blocking, use (including marketing communications), anonymization or pseudonymization, return to Controller, and disposal. Processing will be both automatic and manual.
4. The purpose is fulfilling contracts between end customers and the Controller, development, operation, and maintenance of Software and System, ensuring sufficient information and market monitoring of new and used vehicles, authorized and unauthorized vehicle service, and other services provided by the Processor for the Controller.
5. The Processor may anonymize or pseudonymize data and process such Data further as per Article VI(6) of these Terms. The Processor commits not to breach data handling principles or GDPR when providing data to third parties.
6. The Processor must ensure Personal Data are not disclosed to unauthorized third parties except hosting providers (e.g., AWS) and other entities involved in Software as a Service provision and must prevent misuse.
7. Processor’s employees and other involved persons must maintain confidentiality regarding personal data and security measures.
8. The Processor must implement technical and organizational measures to prevent unauthorized or accidental access, alteration, destruction, loss, or misuse of Personal Data.
9. This Data Processing Agreement is concluded for the duration of the main Agreement. This does not affect the Provider’s right to use Data post-termination as authorized.
1. The Provider’s liability to the Client is limited to actual damage caused by breach of obligations under the Agreement or Terms, excluding lost profits, and capped at 50% of the annual Fee invoiced by the Provider.
2. The Provider is not liable for damage caused by System defects attributable to the Client, third parties, or the circumstances listed below.
3. The Provider is not liable for damages resulting from circumstances beyond its control that exclude liability. The Provider shall notify the Client without undue delay of such circumstances, which include, but are not limited to: a. virus infiltration or similar attacks on the Client’s or Provider’s IT systems; b. obstacles caused by strikes or events beyond Provider’s control involving its employees or collaborators; c. natural disasters or pandemics with related government restrictions; d. connectivity issues on Client’s or third-party sides.
4. Such liability exclusion applies only during the obstacle’s duration, unless these circumstances cause System faults or total destruction of technical equipment or Software necessary for System operation.
1. The Provider allows the Customer to select, in addition to the standard functionalities of the System, also the Software add-ons. This Article specifically governs the terms of use of the CarAudit™ application add-on (hereinafter “CarAudit” or the “Add-on”). The use of the Add-on is exclusively authorized for the Customer, respectively its employees or persons cooperating under its authorization.
2. CarAudit is an application enabling systematic examination and inspection of key parameters of the Vehicle, by means of photographs, videos from test drives, trial operation, thorough technical inspection of the Vehicle, and other procedures performed according to a predefined process. The CarAudit inspection ensures sufficient information for the Customer about the technical, factual, and visual condition of the Vehicle. For this purpose, the Add-on offers the functions listed in Annex No. 1 to the Agreement “Key Functionalities.”
3. The Add-on is intended solely for use within the Software, on a mobile phone, tablet, or similar device (hereinafter the “Device”), and is compatible with iOS 11.0 or later versions and Android 5.0 or later versions.
4. The CarAudit Add-on may be used exclusively through a user account. Each user of the CarAudit Add-on within a given Customer must have an individual profile created in the Omnetic system, and the Customer is obliged to provide the Provider with at least the following data for each user profile: (a) username; (b) email address. The Customer may provide additional information about individual users at its discretion. The Customer is also obliged to update the provided data and request the Provider to implement any changes in user accounts, including requests for deletion of a specific account upon termination of cooperation between the Customer and the particular user.
5. When using the individual functions of CarAudit, the Customer shall input specific data into the Add-on via the Device, e.g., vehicle identification number (VIN), vehicle registration number, make and model of the vehicle, mileage, specific condition of the vehicle, etc. The provisions of Article VI, paragraph 6 of these Terms and Conditions apply mutatis mutandis to such data. Vehicle data may be entered into the Add-on manually or partially automatically by entering the vehicle identification number (“VIN”).
6. The Add-on allows the Customer to internally record and control information about a specific vehicle, for example for vehicle purchase records, inspections of stock vehicles, vehicles returned from operational leasing, rental vehicles, etc. The Customer is not authorized to permit third parties other than its own users to use the CarAudit Add-on or to use it for any purposes other than those stipulated.
7. Certain functions of the Add-on require a stable internet connection or a service enabling Device location for proper operation.
8. The Provider reserves the right to suspend, restrict, or terminate the Customer’s access to the Add-on or to cancel the Customer’s registration. In case of repeated or gross breach of these Terms and Conditions or generally binding legal regulations, the Provider may permanently block the use of the Add-on via a specific Device.
9. The Customer is not entitled to provide the Add-on or any content displayed within the Add-on for use to any third party outside the Customer’s organization without the prior written consent of the Provider. The provisions of Article II, paragraph 8 of these Terms and Conditions remain unaffected.
10. The Customer bears sole responsibility for the use of the Add-on by its employees or collaborators, including the outputs of individual inspections, which depend on the proper use of the Add-on in accordance with this Article.
1. If any provision of the Agreement or these Terms and Conditions is or becomes invalid for any reason, this shall not automatically affect the validity of the remaining parts of the Agreement or these Terms and Conditions. The Parties undertake to promptly replace the invalid provision by mutual agreement with a provision that corresponds in content and purpose to the invalid provision. In the case of the Terms and Conditions, the Provider shall implement the replacement pursuant to Article I, paragraph 4 of these Terms and Conditions.
2. The Provider is entitled to publish that the Customer is a user of the System or Software in its informational and promotional materials or reference lists and to disclose such information via the internet or other communication means. For this purpose, the Provider is authorized to use the Customer’s current logo and a brief description thereof. The manner of use of the reference shall not diminish the good reputation of the Customer.
3. These Terms and Conditions are valid and effective as of May 1, 2025.