Terms of Service

1.Agreement to these terms

These Terms of Service (the “Terms”) are a binding contract between COMPANY LEGAL NAME, trading as Metimo Auto (“Metimo”, “we”), and the organisation that opens an account (“Customer”, “you”). By creating an account, or by clicking to accept, you confirm you are authorised to bind your organisation and agree to these Terms, the Acceptable Use Policy, the Privacy Policy and, where applicable, the Data Processing Agreement.

2.The service

Metimo Auto is a subscription platform for measuring, managing and reporting greenhouse-gas emissions for the accident-repair sector. We grant you a non-exclusive, non-transferable, revocable right to access and use the platform for your internal business purposes for the duration of your subscription, subject to these Terms.

3.Accounts, roles and security

• The first account for an organisation becomes its administrator; additional users are added and assigned roles by an administrator.
• You are responsible for your users’ activity, for keeping credentials confidential, and for notifying us promptly of any unauthorised use.
• You must provide accurate account and organisation information and keep it current.

4.Subscriptions, fees and taxes

• Fees, billing frequency and included quantities are those shown at purchase and in our billing pages. Adding sites or users changes your subscription and is charged on a prorated basis.
• Unless stated otherwise, fees are exclusive of VAT and other taxes, which you are responsible for.
• Fees are non-refundable except where required by law or expressly stated. We may change pricing on renewal with at least N days’ notice.
• Late or failed payment may lead to suspension after reasonable notice.

5.Customer data and ownership

As between the parties, you own all data you upload (“Customer Data”). You grant us a licence to host and process it solely to provide and support the service and as set out in the DPA. We own the platform and all associated intellectual property. We may use aggregated, de-identified data that cannot identify you or any individual to operate and improve the service.

6.Acceptable use

Your use must comply with the Acceptable Use Policy. We may suspend access to address a material breach, a security risk or a legal requirement, using the least disruptive step reasonably available.

7.Third-party services

The platform integrates optional third-party services (for example data feeds and payment processing). Your use of those is subject to the third party’s terms, and we are not responsible for third-party services.

8.Warranties and disclaimers

We will provide the service with reasonable skill and care. Otherwise, to the maximum extent permitted by law, the platform is provided “as is” without other warranties. Emissions outputs depend on the data you provide and on published conversion factors; they are decision-support tools and are not a substitute for independent verification or professional or legal advice, and we do not warrant regulatory acceptance of any report.

9.Limitation of liability

Nothing limits liability that cannot be limited by law (including death or personal injury caused by negligence, or fraud). Subject to that, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or data, and our total aggregate liability arising out of or in connection with these Terms is limited to the fees you paid in the N months before the event giving rise to the claim.

10.Indemnity

You will indemnify us against third-party claims arising from your Customer Data or your use of the platform in breach of these Terms or applicable law, except to the extent caused by us.

11.Term, termination and export

• These Terms run for your subscription term and any renewals.
• Either party may terminate for material breach not cured within N days of notice, or where permitted for convenience at the end of a term.
• On termination your right to use the platform ends. You may export your Customer Data during the subscription and for N days after, after which we may delete it per the DPA.

12.Changes to the service or terms

We may update the platform and these Terms. We will give reasonable notice of material changes to the Terms; continued use after they take effect is acceptance. If a change materially reduces the service and you reject it, your remedy is to terminate and receive a pro-rata refund of prepaid, unused fees.

13.Governing law and disputes

These Terms are governed by the laws of GOVERNING LAW, and the courts of JURISDICTION have exclusive jurisdiction, without prejudice to mandatory rights in your country of residence. The parties will attempt to resolve disputes in good faith before commencing proceedings.

14.General

These Terms, with the policies referenced in them, are the entire agreement between the parties. If any provision is unenforceable, the rest remains in effect. Neither party may assign without the other’s consent, except to a successor of its business. Notices to us go to legal@YOUR-DOMAIN.