TERMS & CONDITIONS

1. Definitions

In this agreement, unless the context specifies otherwise, the following terms have the meanings assigned to them:

1.1 “Application”

Refers to the DealerMetrics software, platform, website, and any related systems designed to operate on various devices. The Application is made available for licensing and access through DealerMetrics’ Digital Platform, regardless of purchase status. This includes all updates, upgrades, modifications, and related services.

1.2 “Service”

Encompasses all features, functionalities, and offerings provided by DealerMetrics, including but not limited to vehicle search automation, filtering of listings, notifications, data processing, and customer support.

1.3 “Equipment”

Includes any electronic device, system, software, or receiving apparatus used to access and process data from the Application. This covers desktop computers, mobile devices, tablets, servers, and any other hardware capable of running or interacting with DealerMetrics.

1.4 “Reproduce or Distribute”

Refers to any act of duplicating, sharing, modifying, segmenting, or integrating the Application or its components (in whole or in part) by any method, across any format. This also includes incorporating any part of the Application into another product or service.

1.5 “Proprietary Rights”

Includes all forms of intellectual property owned by DealerMetrics, in all jurisdictions, whether registered or unregistered. This comprises but is not limited to:

• Patents – Covering any inventions or technical innovations used in the Application.
• Trademarks – Including all brand names, logos, service marks, and distinctive elements associated with DealerMetrics.
• Copyrights – Protecting software code, databases, text, website content, and user interface designs.
• Trade Secrets & Confidential Information – Covering algorithms, data processing techniques, business methodologies, and undisclosed operational details.
• Domain Names – Any website or web-based assets owned or controlled by DealerMetrics.
• Future Intellectual Property – Any intellectual property rights developed, registered, or acquired in the future that are relevant to DealerMetrics.

1.6 “Authorization”

Refers to the explicit permission granted to a user under this contract, allowing them to access and use the Application according to the agreed terms. Authorization does not imply ownership of the software or any proprietary elements.

1.7 “Digital Platform”

Encompasses any online service, website, or web-based interface managed or owned by DealerMetrics, accessible through mobile or fixed internet connections. This includes, but is not limited to:

• The official DealerMetrics website
• Any associated web applications, portals, and dashboards
• Third-party integrations that DealerMetrics makes available for access to the Application

1.8 “Usage Restrictions”

Refers to all limitations on the use of the Application, including but not limited to:

1. Contractual Restrictions – Any terms detailed in this agreement that govern the user’s rights and limitations in using the Application.
2. Subscription-Based Restrictions – Any limitations tied to a user’s subscription tier, including access levels, data usage caps, geographical restrictions, and functional limitations.
3. Prior Communications – Any usage limitations explicitly communicated by DealerMetrics to the user before the purchase or activation of the subscription.

1.9 “Program”

Refers to the underlying software, scripts, databases, APIs, and algorithms that power the DealerMetrics Application. The Program includes all backend functionalities, proprietary code, and data-processing methods used to deliver search results, filter vehicle listings, and provide notifications to users.

2. Interpretation Guidelines

Unless explicitly stated otherwise in this contract, the following rules apply to the interpretation of this agreement:

2.1 General Interpretation

• Words denoting the singular include the plural and vice versa, as required by context.
• Words denoting a person include individuals, businesses, legal entities, partnerships, and managed organizations.
• References to a party include their successors, permitted assigns, and any entities to whom responsibilities are transferred due to mergers, acquisitions, or restructuring.
• The words “including” or “such as” shall be construed as illustrative and shall not limit the generality of related statements.

2.2 Section Titles & Headings

• Section and subsection headings are provided for convenience only and do not affect the meaning, interpretation, or enforceability of any provision.
• If a conflict arises between a section heading and the content within the section, the content within the section shall prevail.

2.3 References to External Laws & Regulations

• References to any laws, regulations, or statutes include any amendments, replacements, or re-enactments of those laws unless explicitly stated otherwise.
• If any applicable law conflicts with a provision of this contract, the remainder of the contract remains valid, and the conflicting provision will be adjusted to comply with the law while preserving the original intent as closely as possible.

2.4 Non-Enforcement Does Not Constitute Waiver

• Failure or delay by either party to enforce any provision of this agreement does not constitute a waiver of the right to enforce that provision at a later time.
• A waiver of any single breach or default does not constitute a waiver of any subsequent breach or default.

2.5 Priority of Documents & Communications

• In the event of a conflict between this agreement and any prior communications, statements, or representations, this agreement shall take precedence.
• Any additional agreements, amendments, or modifications must be in writing and signed by both parties to be valid.

2.6 Severability

• If any provision of this agreement is deemed invalid, illegal, or unenforceable by a competent authority, the remainder of the agreement shall remain in full force and effect.
• Any provision found invalid shall be modified or replaced to reflect the original intent as closely as possible, while ensuring compliance with applicable laws.

2.7 English Language Governs

• This agreement is drafted in English, and the English version shall prevail over any translations provided for convenience.
• If there is a discrepancy between translations, the English version will be the legally binding document.

3. Confirming Authority

By accessing, using, or subscribing to the DealerMetrics Application and related services, you confirm and agree to the following:

3.1 Legal Capacity

• You confirm that you have the legal authority to enter into this agreement, either as an individual or on behalf of a business or organization.
• If you are entering this agreement on behalf of a business or organization, you warrant that you have the necessary authority to bind that entity to this agreement.

3.2 Voluntary Acceptance

• Your decision to use DealerMetrics is based solely on the information available on our Digital Platform (website, app, and related materials).
• You acknowledge that you have not relied on any external representations, assurances, or guarantees beyond what is explicitly stated in this agreement.

3.3 Compliance with Local Laws

• You are solely responsible for ensuring that your use of the Application complies with all applicable laws and regulations in your jurisdiction.
• This includes, but is not limited to, importation, exportation, licensing, taxation, and consumer protection laws that may apply to your use of the Service.

3.4 Restrictions on Use

• If you are subject to any legal restrictions preventing you from using DealerMetrics (such as sanctions, age restrictions, or other regulatory requirements), you must not use the Application.
• DealerMetrics reserves the right to terminate or restrict access to any user who is found to be in violation of applicable laws or regulations.

3.5 Responsibility for Account Security

• You are responsible for maintaining the confidentiality of your account login credentials and ensuring that unauthorized persons do not gain access.
• Any actions taken from your account will be deemed to have been performed by you, and you accept full responsibility for such actions.
• If you suspect unauthorized access or account compromise, you must immediately notify DealerMetrics support.

3.6 Business Use & Compliance Responsibilities

• If you are using DealerMetrics for business purposes, you confirm that you have all necessary permissions, licenses, and approvals required for your activities.
• You are responsible for any business liabilities arising from your use of DealerMetrics, including contractual obligations, taxation, and compliance with commercial laws.

3.7 DealerMetrics’ Rights to Verification

• DealerMetrics reserves the right to request additional verification (such as identity verification or business documentation) if needed to confirm your eligibility or authority to use the Service.
• Failure to provide such verification upon request may result in suspension or termination of your account.

3.8 Binding Agreement

• By proceeding with registration or subscription, you confirm that you have read, understood, and agreed to these terms, and that they form a legally binding contract between you and DealerMetrics.
• You further acknowledge that this agreement supersedes any prior verbal or written agreements related to your use of DealerMetrics.

4. License Grant

4.1 Grant of License

• Upon successful payment of the subscription fee and acceptance of this agreement, DealerMetrics grants you a non-exclusive, non-transferable, revocable, and limited license to access and use the Application for the duration specified in your subscription plan.
• This license does not transfer any ownership rights to you. DealerMetrics retains full rights, title, and interest in the Application, including all proprietary elements.

4.2 Scope of Use

• The license permits use of the Application for the sole purpose of accessing vehicle listings, filtering search results, receiving notifications, and any other features included in your subscription.
• You may not use the Application in any way that is not explicitly permitted under this agreement.

4.3 Usage Restrictions

You agree not to:

1. Modify, alter, translate, or create derivative works of the Application or any of its components.
2. Decompile, reverse-engineer, disassemble, or attempt to extract the source code or any underlying algorithms.
3. Copy, reproduce, distribute, sell, sublicense, lease, rent, or otherwise make the Application available to any third party.
4. Bypass, disable, or interfere with any security features, usage tracking, or technical restrictions within the Application.
5. Use automated systems, scripts, bots, or web scraping tools to access or interact with the Application outside of its intended functionality.
6. Engage in fraudulent, misleading, or unlawful activity while using the Application, including manipulating search results or misrepresenting data.
7. Use the Application for any commercial purposes beyond the scope of your subscription without explicit prior authorization from DealerMetrics.

4.4 Subscription-Based Limitations

• Your access level, usage rights, and feature availability are determined by the subscription tier you have purchased.
• If you downgrade, upgrade, or cancel your subscription, your access rights may change accordingly.
• DealerMetrics reserves the right to modify, restrict, or discontinue features available under different subscription plans at any time.

4.5 Territory & Geographical Restrictions

• The Application is available for use globally, subject to geographic limitations imposed by third-party platforms or regional legal restrictions.
• DealerMetrics does not guarantee full feature availability in every region and reserves the right to restrict access to certain locations based on operational, regulatory, or security concerns.

4.6 License Term & Termination

• The license remains valid for the duration of your active subscription unless terminated earlier under the terms of this agreement.
• DealerMetrics reserves the right to suspend or revoke your license immediately if you breach any of the terms in this agreement.
• Upon termination, you must cease all use of the Application, and DealerMetrics may disable access to your account.

4.7 Ownership & Proprietary Rights

• DealerMetrics retains all rights, title, and interest in the Application, including all proprietary software, databases, content, and intellectual property.
• No part of this agreement transfers ownership of the Application or any related intellectual property to you.

4.8 Right to Modify License Terms

• DealerMetrics reserves the right to update or modify the terms of the license at any time, with notice provided through the Digital Platform.
• Continued use of the Application following such updates constitutes acceptance of the revised license terms.

5. Subscription & Financial Terms

5.1 Subscription Plans

DealerMetrics operates on a subscription-based model with the following tiers:

• Starter, Plus, Pro – Fixed or capped monthly subscriptions providing different levels of access to the Application.
• Advanced & Enterprise – Custom pricing with tailored business features and additional functionality.

The details of each subscription tier, including features, access limits, and pricing, are available on the DealerMetrics Digital Platform.

5.2 Billing & Payment

• Subscriptions are billed on a recurring monthly basis unless canceled before the next billing cycle.
• Payments are processed automatically through the payment method on file.
• By subscribing, you authorize DealerMetrics (or its payment processor) to charge the applicable fees to your chosen payment method.
• Pricing may vary by country, and applicable taxes, VAT, or duties may be added where required.

5.3 Payment Obligations

• You are responsible for ensuring that sufficient funds are available for subscription payments.
• If a payment fails, DealerMetrics may:
  • Retry the charge at a later date.
  • Suspend access to the Application until payment is received.
  • Terminate the subscription if payment is not made within a reasonable timeframe.
• DealerMetrics is not responsible for overdraft fees, currency conversion fees, or other charges imposed by your bank or payment provider.

5.4 Auto-Renewal & Cancellation

• Subscriptions automatically renew each month unless canceled before the renewal date.
• You may cancel your subscription at any time through your DealerMetrics account settings or via your payment provider.
• Cancellations take effect at the end of the current billing period. You will continue to have access to the Service until that date, after which access will be revoked.
• No prorated refunds are issued for unused time in a billing cycle.

5.5 Refund Policy

• Refunds are at DealerMetrics’ sole discretion and must be requested through customer support.
• If a refund is approved, it will be processed within 5 working days using the original payment method.
• Refunds will not be issued for:
  • Change of mind or accidental purchases.
  • Dissatisfaction with search results or the quality of third-party vehicle listings.
  • Failure to cancel before renewal.
  • Temporary technical issues that do not result in prolonged service downtime.
• In cases where DealerMetrics experiences significant downtime or technical disruptions, compensation may be offered in the form of account credits rather than monetary refunds.

5.6 Pricing Adjustments

• DealerMetrics reserves the right to adjust pricing at any time.
• If a price increase affects your subscription, you will be notified in advance, and the new rate will apply at the next billing cycle.
• Continued use of the Service after a pricing change constitutes acceptance of the new rates.

5.7 Chargebacks & Payment Disputes

• If you initiate a chargeback or payment dispute, your account may be suspended or terminated until the issue is resolved.
• DealerMetrics reserves the right to dispute fraudulent chargebacks and provide evidence of subscription authorization.
• Unresolved disputes may be escalated to collections agencies or legal action where applicable.

6. Security & Data Protection

6.1 Data Protection & Privacy Compliance

• DealerMetrics collects, processes, and stores user data in compliance with General Data Protection Regulation (GDPR) and other applicable data protection laws.
• By using the Service, you consent to the collection and processing of your personal data as outlined in our Privacy Policy https://dealermetrics.co.uk/privacy-policy-2/.
• DealerMetrics does not sell, rent, or share user data with third parties for marketing purposes without explicit user consent.

6.2 Data Collection & Usage

• We collect and process the following types of data:

  • Account Information – Name, email address, contact details, and payment information.
  • Usage Data – Search preferences, vehicle selection criteria, and interaction logs within the Application.
  • Device & Technical Data – IP addresses, browser type, and system logs for security and troubleshooting.
  • Transaction Data – Payment history, subscription details, and billing records.

• Data collected is used for:

  • Providing and improving services (e.g., refining search results).
  • Security monitoring and fraud prevention.
  • Communicating important updates and system notifications.

6.3 Data Security Measures

DealerMetrics employs industry-standard security protocols to protect user data, including:

• Encryption – Sensitive data is encrypted in transit and at rest.
• Access Controls – Only authorized personnel have access to stored user data.
• Secure Payment Processing – Payments are handled by third-party PCI-DSS compliant payment processors.
• Firewalls & Intrusion Detection – Protection against unauthorized access attempts.

Despite these measures, no online platform is completely secure. Users acknowledge that they share information at their own risk.

6.4 User Responsibilities for Security

• Users must maintain the confidentiality of their account credentials and take necessary precautions to prevent unauthorized access.
• If you suspect a security breach, unauthorized access, or data compromise, you must notify DealerMetrics support immediately.
• You must not:
  • Attempt to gain unauthorized access to DealerMetrics systems or data.
  • Use automated scripts or bots to extract or manipulate data.
  • Introduce malware, viruses, or any harmful code into the system.

6.5 Data Retention & Deletion

• DealerMetrics retains user data only for as long as necessary to provide services and meet legal obligations.
• If you cancel your account, your data may be retained for compliance, audit, or fraud prevention purposes for a defined period before deletion.
• Users may request data deletion by contacting support, subject to applicable legal and operational retention requirements.

6.6 Third-Party Services & Integrations

• DealerMetrics may integrate with third-party services (e.g., payment processors, cloud hosting providers).
• While we ensure third-party partners adhere to strict security and privacy standards, DealerMetrics is not responsible for security failures on external platforms.
• Users interacting with third-party platforms via DealerMetrics are subject to those platforms’ terms & privacy policies.

6.7 Liability for Security Breaches

• DealerMetrics is not liable for any losses, damages, or unauthorized access resulting from:
  • User negligence (e.g., weak passwords, sharing login credentials).
  • Unforeseeable cyberattacks or force majeure events.
  • Third-party service breaches outside DealerMetrics’ direct control.

If a significant security breach occurs affecting user data, DealerMetrics will notify affected users as required by law and take appropriate remedial actions.

7. Usage Limitations

By using DealerMetrics, you agree to abide by the following restrictions. Any violation of these terms may result in suspension or termination of your account, and in some cases, legal action.

7.1 Prohibited Uses

You must not:

1. Manipulate or tamper with DealerMetrics’ software, data, or algorithms in any way.
2. Use automated scripts, bots, or software to extract, scrape, or interact with DealerMetrics beyond normal use.
3. Modify, alter, or create derivative works based on the DealerMetrics platform.
4. Attempt to gain unauthorized access to the DealerMetrics system, its databases, or any affiliated third-party services.
5. Bypass, disable, or interfere with any security features or access controls.
6. Share, rent, resell, sublicense, or distribute access to DealerMetrics to unauthorized users.
7. Use the Service for any illegal, fraudulent, or deceptive purposes, including but not limited to:
   • Submitting false information.
   • Engaging in fraudulent transactions.
   • Misrepresenting your identity, location, or business.
8. Interfere with or disrupt the platform by introducing viruses, malware, or other harmful code.
9. Use DealerMetrics to collect or store personal data of other users without their consent.
10. Engage in conduct that could damage DealerMetrics’ reputation, including making false claims about the platform’s functionality or reliability.

7.2 Compliance with Third-Party Policies

• DealerMetrics interacts with third-party vehicle listing platforms (e.g., Autotrader, Facebook, Gumtree, eBay).
• You must not use DealerMetrics to violate the terms of any of these third-party platforms, including unauthorized scraping or excessive data requests.
• DealerMetrics is not responsible for any bans, penalties, or legal actions resulting from your misuse of third-party services.

7.3 Fair Use & System Integrity

• DealerMetrics operates under a fair usage policy to prevent excessive resource consumption that may degrade service for other users.
• Excessive API calls, excessive notifications, or any other abusive use of system resources may result in account limitations or suspension.

7.4 Geographic & Legal Restrictions

• You must not use DealerMetrics in regions where the Service is prohibited by law.
• DealerMetrics does not guarantee full feature availability in all locations due to legal, technical, or commercial restrictions.

7.5 Consequences of Violations

If you violate any of the terms outlined in this section, DealerMetrics reserves the right to:

• Issue a warning regarding non-compliance.
• Temporarily suspend or permanently terminate your account.
• Revoke access without compensation, including forfeiture of any remaining subscription period.
• Report violations to relevant authorities, including legal enforcement where applicable.

8. Intellectual Property

8.1 Ownership & Proprietary Rights

• DealerMetrics retains full ownership of all intellectual property associated with its software, algorithms, data processing methods, user interface, branding, and platform infrastructure.
• Nothing in this agreement transfers or grants ownership of any intellectual property to the user.
• This includes, but is not limited to:
  • Software & Code – The underlying program, scripts, and technical architecture.
  • Data & Algorithms – Proprietary methods used to scrape, filter, and deliver search results.
  • Design & User Interface – The look, feel, and functionality of DealerMetrics.
  • Trademarks & Branding – The DealerMetrics name, logo, slogans, and brand identity.
  • Copyrighted Content – Any text, images, videos, or materials created by DealerMetrics.

8.2 Restrictions on Use

You must not:

1. Copy, modify, reproduce, distribute, or publicly display any part of DealerMetrics’ intellectual property without explicit permission.
2. Reverse-engineer, decompile, or attempt to extract the source code of the Application.
3. Remove, alter, or obscure any copyright, trademark, or proprietary notices from the platform.
4. Use DealerMetrics’ trademarks, logos, or brand identity in a way that suggests endorsement or affiliation without written consent.
5. Develop or promote competing services using any information derived from DealerMetrics.

8.3 License to Use DealerMetrics Content

• DealerMetrics grants users a limited, non-exclusive, non-transferable license to access and use its platform strictly for its intended purpose.
• This license does not extend to copying, reselling, or redistributing DealerMetrics’ content, data, or proprietary algorithms.

8.4 User-Generated Content & Feedback

• If you provide suggestions, feedback, or improvements regarding DealerMetrics, you grant DealerMetrics a perpetual, irrevocable, royalty-free license to use, modify, and implement that feedback without compensation.
• DealerMetrics is not obligated to implement any user suggestions.

8.5 Violation of Intellectual Property Rights

• If DealerMetrics determines that you have violated its intellectual property rights, it may:
  • Suspend or terminate your account without refund.
  • Pursue legal action to enforce intellectual property protections.
  • Issue takedown requests for any unauthorized use of its trademarks, branding, or proprietary content.

9. Disclaimer & Liability

9.1 No Warranty or Guarantee

• DealerMetrics provides the Service “as is” and “as available” without any express or implied warranties.
• We do not guarantee that:
  • The Application will be error-free, uninterrupted, or always available.
  • Vehicle listings, pricing, or descriptions provided by third-party platforms are accurate, complete, or up to date.
  • The Service will meet your specific business or financial expectations.
• DealerMetrics expressly disclaims all implied warranties, including but not limited to merchantability, fitness for a particular purpose, and non-infringement.

9.2 Third-Party Data & External Listings

• DealerMetrics does not own, control, or verify any vehicle listings, descriptions, prices, or availability from external platforms such as Autotrader, Facebook, Gumtree, or eBay.
• We are not responsible for:
  • Inaccuracies, missing information, or outdated vehicle listings.
  • Changes in pricing, availability, or sales decisions made by third-party sellers.
  • Any financial loss or missed opportunities resulting from reliance on search results provided by DealerMetrics.

9.3 Business & Financial Disclaimer

• DealerMetrics is not liable for any financial, investment, or business decisions made using our platform.
• Users acknowledge that buying and selling vehicles involves inherent risks, and DealerMetrics does not provide investment advice or guarantee profitability.
• Any business losses, missed transactions, or revenue impacts resulting from use of the Service are solely the user’s responsibility.

9.4 Limitation of Liability

To the maximum extent permitted by law, DealerMetrics:

• Shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, data, business opportunities, or goodwill.
• Limits total liability for any claims related to the Service to the amount paid by the user in the last three months before the claim.
• Is not responsible for service disruptions, technical failures, or events beyond our control (e.g., cyberattacks, power outages, or regulatory changes).

9.5 User Responsibility & Assumption of Risk

• Users assume full responsibility for the use of DealerMetrics, including interpreting search results and verifying third-party listings before making purchasing decisions.
• DealerMetrics encourages users to conduct their own due diligence before engaging with any seller or vehicle listing.

9.6 Indemnification

You agree to indemnify and hold harmless DealerMetrics, its employees, officers, affiliates, and partners from any claims, damages, liabilities, or expenses arising from:

• Misuse of the Service or violation of this agreement.
• Disputes with third-party sellers or platforms related to vehicle listings.
• Violation of any applicable law or regulation in connection with your use of DealerMetrics.

9.7 Service Availability & Downtime

• DealerMetrics strives to maintain consistent Service availability but does not guarantee 100% uptime.
• In cases of temporary downtime or service interruptions, users may receive account credits at DealerMetrics’ discretion but are not entitled to refunds.
• DealerMetrics reserves the right to modify, update, or discontinue parts of the Service without prior notice.

10. Compliance & Dispute Resolution

10.1 Compliance with Laws

• Users agree to comply with all applicable laws, regulations, and legal requirements related to their use of DealerMetrics.
• DealerMetrics does not assume responsibility for ensuring user compliance with tax laws, consumer protection laws, import/export regulations, or business licensing requirements.
• Users are solely responsible for understanding and adhering to vehicle purchasing, advertising, and trade laws in their jurisdiction.

10.2 Keeping Account Information Updated

• Users must ensure that their contact details, billing information, and account details remain accurate and up to date.
• DealerMetrics is not responsible for communication failures due to outdated user information.

10.3 Internal Dispute Resolution Process

Before initiating legal action, the parties agree to attempt to resolve any disputes through DealerMetrics’ internal dispute resolution process, which involves:

1. Filing a formal complaint via DealerMetrics’ support system.
2. Allowing up to 30 days for DealerMetrics to investigate and respond.
3. Engaging in good faith negotiations to reach a resolution.

If the dispute is not resolved through this process, the parties may proceed to mediation or arbitration.

10.4 Mediation & Arbitration

• If an issue remains unresolved after DealerMetrics’ internal dispute resolution process, the parties agree to attempt mediation before pursuing formal legal action.
• If mediation is unsuccessful, disputes shall be resolved through binding arbitration in accordance with the rules of a recognized arbitration body.
• Arbitration shall take place in England & Wales, and the decision of the arbitrator shall be final and enforceable.

10.5 Governing Law & Jurisdiction

• This agreement is governed by the laws of England & Wales.
• Any legal disputes that cannot be resolved through mediation or arbitration shall be subject to the exclusive jurisdiction of the courts of England & Wales.

10.6 Class Action Waiver

• Users agree that any claims against DealerMetrics must be brought individually and not as part of a class action, collective action, or representative proceeding.

10.7 Limitation on Claims

• Any claim against DealerMetrics must be filed within 12 months of the event giving rise to the claim. After this period, claims will be permanently barred.

10.8 Fees & Costs

• Each party shall bear its own legal costs and fees in any dispute unless otherwise determined by the arbitration panel or court.
• DealerMetrics reserves the right to seek legal fees and damages from users who initiate frivolous or bad-faith claims.

11. Miscellaneous Provisions

11.1 Entire Agreement

• This agreement constitutes the entire understanding between the user and DealerMetrics, superseding any prior agreements, representations, or understandings (whether written or oral).
• No additional terms, conditions, or modifications shall be binding unless expressly agreed in writing by DealerMetrics.

11.2 Amendments & Modifications

• DealerMetrics reserves the right to modify, update, or revise these Terms & Conditions at any time.
• Users will be notified of material changes through the Digital Platform or via email. Continued use of the Service after changes constitutes acceptance of the updated Terms.

11.3 Force Majeure

• DealerMetrics is not liable for delays, failures, or interruptions in service resulting from events beyond its reasonable control, including but not limited to:
  • Natural disasters, fires, floods, or extreme weather.
  • Power outages, cyberattacks, or server failures.
  • Government actions, regulations, or legal changes.
  • Labor strikes, supply chain disruptions, or economic crises.

11.4 Severability

• If any provision of this agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain fully enforceable.
• The invalid provision shall be replaced with a valid provision that reflects the original intent as closely as possible.

11.5 No Waiver

• Failure by DealerMetrics to enforce any provision of this agreement does not constitute a waiver of that provision.
• Any waiver must be explicitly stated in writing.

11.6 Assignment & Transfer of Rights

• Users may not transfer, assign, or sublicense their rights under this agreement without prior written consent from DealerMetrics.
• DealerMetrics reserves the right to assign or transfer its rights and obligations under this agreement to another entity (e.g., in the event of a business merger or acquisition).

11.7 Relationship Between the Parties

• Nothing in this agreement creates a partnership, joint venture, agency, or employment relationship between DealerMetrics and the user.
• Users have no authority to bind or represent DealerMetrics in any way.

11.8 Third-Party Rights

• No third party has rights under this contract, except where explicitly stated.
• Users may not bring claims on behalf of another person or entity.

11.9 Survival of Terms

• The following provisions shall survive termination of this agreement:
  • Proprietary Rights (Section 8)
  • Disclaimer & Liability (Section 9)
  • Compliance & Dispute Resolution (Section 10)
  • Miscellaneous Provisions (Section 11)

11.10 Notices & Communication

• DealerMetrics may send notices, updates, or legal communications via:
  • Email (using the address associated with the user’s account).
  • The DealerMetrics Digital Platform.
• Users are responsible for ensuring they receive and review all communications.

12. Governing Law

12.1 Applicable Law

• This agreement and any disputes arising from it shall be governed by and interpreted in accordance with the laws of England & Wales, without regard to its conflict of law principles.

12.2 Jurisdiction

• Any legal action, claim, or dispute related to this agreement shall be subject to the exclusive jurisdiction of the courts of England & Wales.
• Users waive any objections to the jurisdiction of these courts based on venue, inconvenient forum, or other legal grounds.

12.3 Compliance with Local Laws

• While this agreement is governed by English law, users are responsible for ensuring that their use of DealerMetrics complies with all applicable local laws and regulations in their respective jurisdictions.
• DealerMetrics does not assume responsibility for any legal consequences resulting from non-compliance with local laws.

12.4 International Use & Legal Restrictions

• DealerMetrics is available for global use, but access may be restricted in certain countries due to legal, regulatory, or operational reasons.
• Users in restricted regions must not attempt to bypass access controls or use the Service in violation of local laws.

12.5 Export Control & Sanctions Compliance

• DealerMetrics complies with UK, EU, and international export control laws and sanctions regulations.
• Users represent and warrant that they:
  • Are not located in a country subject to economic sanctions or export restrictions.
  • Are not listed on any government watchlist prohibiting transactions with UK or EU-based companies.
  • Will not use DealerMetrics for illegal or prohibited transactions.

12.6 No Conflicts with Public Policy

• If any provision of this agreement conflicts with mandatory public policy or regulatory requirements, that provision shall be adjusted only to the extent necessary to comply with the law, while preserving the original intent of the agreement as much as possible.

13. Contact Information

13.1 General Inquiries & Support

For general questions, technical support, or subscription-related inquiries, users can contact DealerMetrics via:

• Email: contact@dealermetrics.co.uk
• Website: dealermetrics.co.uk

Our support team operates during regular business hours and aims to respond to inquiries within a reasonable timeframe.

13.2 Reporting Security Issues

If you suspect a security breach, unauthorized account access, or data vulnerability, please contact our Security Team immediately at:

• Security Email: contact@dealermetrics.co.uk

13.3 Legal & Compliance Inquiries

For legal notices, compliance matters, or formal correspondence, you may reach us at:

• Legal Department Contact: contact@dealermetrics.co.uk
• Registered Business Address: Hursley Park Road, Winchester, Hampshire, SO21 2JN

13.4 Refund & Billing Requests

• All refund requests must be submitted through DealerMetrics Support at contact@dealermetrics.co.uk.
• Users should include their account details, transaction ID, and reason for the request to expedite processing.
• Approved refunds will be processed within 5 working days per our refund policy.

13.5 Dispute Resolution Contact

If you have an unresolved dispute and wish to escalate the matter before proceeding to mediation or arbitration, please direct your concerns to:

• Dispute Resolution Team: contact@dealermetrics.co.uk

13.6 Notices & Official Communication

DealerMetrics may send official notices, service updates, or legal communications via:

• Email notifications to the address associated with your account.
• Website announcements on the DealerMetrics Digital Platform.
• Postal mail (if applicable and legally required).

It is the user’s responsibility to ensure their contact information is accurate and up to date to receive important communications.