Terms and conditions

Last modified: December 25, 2024

AUTOREPAIRDESK STANDARD SAAS AGREEMENT

This Standard SaaS Agreement (“Standard Terms”), together with each Order Form executed between AutoRepairDesk and the Client, all Supplemental Terms, and any other documents expressly incorporated herein, collectively constitute the binding agreement (“Agreement”) between AutoRepairDesk Inc., a Canadian corporation (“AutoRepairDesk”), and the individual or entity executing the Order Form (“Client”). By signing an Order Form, the Client agrees to be bound by this Agreement.

SERVICES

Provision of Services:
 AutoRepairDesk will, subject to the terms of this Agreement and any applicable Supplemental Terms, provide the Services specified in the initial Order Form and any subsequent Order Forms. The rights granted and Services provided under this Agreement are contingent on the Client’s compliance with its terms and conditions. The Client is authorized to use any documentation provided by AutoRepairDesk as reasonably necessary for using the Services. Except for the limited rights explicitly granted herein, no other rights, titles, or interests in AutoRepairDesk’s intellectual property or technology are granted. All such rights are expressly reserved. The Client acknowledges that the Services are for its internal business purposes only and not for the benefit of third parties unless a separate agreement with additional fees is executed between AutoRepairDesk and the applicable party.

Supplemental Terms:
 Client’s access to and use of the Services may be subject to Supplemental Terms.

Term of Services:
 The Services provided under each Order Form will commence on the Effective Date specified in the Order Form and continue for the Initial Term stated therein. The Initial Term will automatically renew for successive renewal terms (“Renewal Terms”) as specified in the Order Form, collectively referred to as the “Term,” unless terminated earlier as provided in this Agreement.

Usage Limits:
 Services may be subject to usage limits, including restrictions on Authorized Users, as detailed in the Order Form or Supplemental Terms. If the Client exceeds these limits, AutoRepairDesk may invoice the Client for the additional usage, which the Client agrees to pay. AutoRepairDesk may offer additional usage or Authorized User rights at prices that differ from previously agreed terms.

Authorized User Access:

  1. The Client may grant Authorized Users access to the Services, subject to any applicable restrictions.
  2. The Client must ensure that Authorized User passwords remain confidential and are not shared.
  3. The Client remains responsible and liable for all use of the Services by Authorized Users and any breaches of this Agreement by such users.

Restrictions on Use:
 The Client agrees to the following restrictions:
 (a) No unauthorized disclosure, sublicensing, or sharing of Services or documentation.
 (b) No modification, enhancement, or alteration of any part of the Software or Services.
 (c) No reverse engineering or decompiling of the Software.
 (d) Services may not be used as a “service bureau” or in time-sharing models.
 (e) No storage or transmission of unlawful, infringing, or malicious content.
 (f) No disclosure of software benchmarks without prior written consent.
 (g) No access to object code or source code.
 (h) No interference with the integrity or performance of the Services.
 (i) No circumvention of contractual usage limits.
 (j) Services must not be used to create competing products.
 (k) Use of Services must comply with applicable laws and AutoRepairDesk’s documentation.
 (l) Prompt notification to AutoRepairDeskof any unauthorized access or use.

CLIENT OBLIGATIONS

The Client shall:
 (a) Cooperate with AutoRepairDesk to facilitate the provision of Services, including promptly providing requested information.
 (b) Grant AutoRepairDesk access to Client facilities, systems, or data as reasonably required for performance under this Agreement.

Failure to fulfill these obligations may excuse AutoRepairDesk from its performance to the extent such failure impacts its ability to perform.

UPDATES AND SUSPENSIONS

AutoRepairDesk may modify the Services or Software to improve functionality, address security issues, or comply with applicable law, provided that such updates do not materially reduce the Services’ functionality or security. All updates are subject to the terms of this Agreement.

AutoRepairDesk reserves the right to suspend access to the Services for security, legal, or emergency reasons, or in cases of non-compliance with the Agreement. Reasonable efforts will be made to notify the Client before or after such suspension, and access will be restored once the issue is resolved to AutoRepairDesk’s satisfaction.

AUTOREPAIRDESK ACCESS AND SERVICE DELIVERY AGREEMENT

SUPPORT SERVICES

Support Services:
 During the Term, AutoRepairDesk will provide the Client with the technical and account support specified in the Order Form, in accordance with AutoRepairDesk’s support policy (“Support Policy”). The Support Policy is incorporated into this Agreement as Supplemental Terms.

THIRD-PARTY PRODUCTS

Use of Third-Party Products:
 The Client acknowledges that the Services may involve the use of third-party products, services, or software (“Third-Party Products”) depending on the selected configuration and deployment option. AutoRepairDesk:

  • Makes no warranties or representations regarding Third-Party Products.
  • Assumes no responsibility for supplying or ensuring the functionality of such products.
  • Holds no liability for any issues arising from the interoperation of Third-Party Products with the Services.

The Client is solely responsible for sourcing, acquiring, and licensing Third-Party Products directly from vendors. If the Client enables Third-Party Products to interoperate with the Services, AutoRepairDesk may facilitate data exchange between the Services and such products. AutoRepairDesk assumes no liability for:
 (a) The interoperation of Third-Party Products with the Services.
 (b) Any data access, modification, or deletion caused by Third-Party Products.

DOCUMENTATION DELIVERY

Electronic Format:
 All documentation provided by AutoRepairDesk will be delivered to the Client in electronic format.

HOSTED ENVIRONMENT

Data Hosting:
 Client Data will be hosted on servers managed by AutoRepairDesk’s Hosting Provider. AutoRepairDesk reserves the right to:

  • Appoint a new Hosting Provider.
  • Relocate Client Data to another location.
  • Modify the hosting environment at its discretion.

The Client agrees to adhere to any Hosting Provider policies communicated by AutoRepairDesk, which may be updated from time to time. The Hosting Provider may monitor the Client’s use of the Services for compliance with laws and policies and may cooperate with legal authorities to investigate suspected illegal activity.

CLIENT DATA OBLIGATIONS

Data Protection:
 The Client is solely responsible for safeguarding the security of its systems when accessing the Services, including taking precautions against malicious code (“Malicious Code”).

AutoRepairDesk Safeguards:
 AutoRepairDesk will maintain reasonable administrative, physical, and technical measures to protect the security, confidentiality, and integrity of Client Data. These safeguards will include measures to prevent unauthorized access, use, modification, or disclosure.

Handling of Personal Information:
 In connection with providing the Services, AutoRepairDesk may have access to personal information. AutoRepairDesk agrees to:

  • Use such information only as necessary to provide the Services.
  • Disclose personal information only to authorized Client employees or as required by law.
  • Protect personal information in accordance with Section 6.
  • Promptly notify the Client of any unauthorized access, loss, or disclosure of personal information.
  • Refer privacy-related inquiries to the Client.
  • Comply with all applicable privacy laws.

ANTI-VIRUS PROTECTION

AutoRepairDesk will use industry-standard anti-virus software to prevent infections in the Services. The Client agrees to take similar precautions to prevent infections in Client Data. Both parties agree to notify each other of any discovered Malicious Code that may threaten the integrity of the Software or Data. AutoRepairDesk will take commercially reasonable steps to remove such code from its Software, and the Client agrees to assist as necessary.

CONFIDENTIAL INFORMATION USE / PROTECTION

Mutual Obligations:
 Each party agrees to:
 (a) Use the other party’s Confidential Information only as necessary for fulfilling the Agreement.
 (b) Disclose Confidential Information only to employees, subcontractors, or agents bound by confidentiality obligations no less restrictive than this Agreement.
 (c) Protect Confidential Information using reasonable care, at least equivalent to how each party protects its own confidential data.

Permitted Disclosures:
 Disclosure restrictions do not apply to information that:
 (a) Becomes publicly available without a breach.
 (b) Is already known to the receiving party without restrictions.
 (c) Is lawfully obtained from a third party.
 (d) Is necessary to enforce rights under this Agreement.
 (e) Is required by law, provided the disclosing party is given prior notice where permissible.

OWNERSHIP

All Confidential Information remains the property of the disclosing party or its affiliates, subcontractors, or agents.

FEEDBACK

Client Contributions:
 Any feedback, suggestions, or contributions submitted by the Client (“Contributions”) to AutoRepairDesk:
 (a) Must not violate third-party confidentiality or proprietary rights.
 (b) Become the property of AutoRepairDesk upon submission, with the Client waiving all related moral rights.
 (c) May be disclosed or used by AutoRepairDesk at its discretion.
 (d) Do not entitle the Client to compensation.

FEES AND PAYMENT
 Service Fees. As consideration for the provision of services during the Term, the Client shall pay AutoRepairDesk the applicable fees (“Fees”). Unless otherwise specified in an Order Form, all Fees will be invoiced by AutoRepairDesk on a monthly basis in advance.

Payment Due. Unless otherwise specified in an Order Form or agreed upon in writing, all invoiced amounts are due within thirty (30) days of the invoice date. Fees are exclusive of applicable taxes, including sales tax, goods and services tax, use tax, withholding tax, excise tax, or similar levies. The Client shall be responsible for paying or reimbursing AutoRepairDesk for all such taxes, excluding taxes based on AutoRepairDesk’s income.

Additional Payment Terms. If the Client fails to pay any Fees or amounts by the due date, such amounts will accrue interest at a rate of two percent (2%) per month, compounded monthly (24.34% annually), from the due date until payment is received. A failure to pay within fifteen (15) days after the due date constitutes a material breach of this Agreement. In such cases, AutoRepairDesk may, upon providing five (5) days’ written notice, suspend services until all outstanding undisputed amounts are paid in full. Payments must be made without set-off or deduction. Except as explicitly provided herein, all payments under this Agreement are non-refundable. Additional terms included in any Client-issued purchase order or documentation that have not been explicitly agreed to in writing by AutoRepairDesk are not binding.

Fee Increases. AutoRepairDesk reserves the right to adjust Fees annually, effective on the anniversary of the Effective Date (starting with the first anniversary). Notice of any fee increase will be provided at least sixty (60) days prior to the effective date.

Audits. AutoRepairDesk may, at its own expense, conduct periodic audits of the Client’s use of the Services to verify compliance with the terms of this Agreement. If any underpayment is identified, the Client must remit the full amount within thirty (30) days.

PROPRIETARY RIGHTS
 Ownership of Software.
 The software, content, services, documentation, and all materials provided by AutoRepairDesk in connection with the services (including, but not limited to, forms, reports, specifications, software code) are protected by intellectual property and copyright laws. The Client acknowledges that all rights, titles, and interests in and to the software, documentation, and related materials remain the exclusive property of AutoRepairDesk or its licensors.

This Agreement does not transfer any intellectual property rights to the Client, except for the limited rights expressly granted herein. AutoRepairDesk retains all rights not explicitly granted. The Client must promptly notify AutoRepairDesk of any unauthorized use, access, or disclosure of the software, documentation, or services.

Ownership of Client Data.
 The Client retains exclusive ownership of all right, title, and interest in its data (“Client Data”). The Client is responsible for the accuracy, integrity, legality, and security of the Client Data, as well as for obtaining all necessary consents required by applicable laws to process such data.

AutoRepairDesk Data.
 AutoRepairDesk owns all rights to the data it generates or compiles from Client Data (“AutoRepairDesk Data”). The Client grants AutoRepairDesk a perpetual, royalty-free, worldwide license to collect, use, and analyze Client Data to generate and utilize AutoRepairDesk Data for operational and commercial purposes. AutoRepairDesk will not disclose Client Data in a way that identifies the Client or its customers.

Trademark Use.
 Neither party may use the other party’s trademarks, service marks, logos, or branding without prior written consent.

RISK MANAGEMENT
 Indemnity.
 The Client agrees to indemnify and hold harmless AutoRepairDesk and its affiliates against third-party claims, liabilities, damages, and expenses arising from:
 (a) AutoRepairDesk’s authorized use of Client Data, systems, or materials;
 (b) the Client’s use of the software or services (excluding claims attributable to AutoRepairDesk’s breach of the Agreement); or
 (c) the Client’s breach of the Agreement.

No Other Warranties.
 Except as explicitly stated in this Agreement, AutoRepairDesk disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. The Client acknowledges that AutoRepairDesk does not warrant uninterrupted or error-free operation of the services. Third-party products and services provided by AutoRepairDesk are offered “as is” without warranty.

No Indirect Damages.
 AutoRepairDesk is not liable for indirect, incidental, special, punitive, or consequential damages, including loss of data, revenue, profits, goodwill, or business interruption, regardless of the cause or legal theory.

Limitation of Liability.
 AutoRepairDesk’s total aggregate liability for all claims under this Agreement is limited to the fees paid by the Client for the services during the six (6) months preceding the most recent claim.

Acknowledgment and Time Limitation.
 The parties acknowledge that the limitations and exclusions of liability are reasonable. Neither party may initiate legal action related to this Agreement more than two (2) years after the cause of action arises.

Termination

Right to Terminate:
 Without limiting either party’s rights to terminate an Order Form as specified in such Order Form or applicable Supplemental Terms:

  1. A party may terminate this Agreement (including all associated Order Forms) immediately upon notice if:
    • The other party is in material breach of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice.
    • The other party becomes subject to bankruptcy, insolvency, reorganization, receivership, or similar proceedings.
  2. Without limiting AutoRepairDesk’s rights under Section 1(a), AutoRepairDesk may terminate this Agreement (including all associated Order Forms) immediately if the Client fails to pay any due amount under this Agreement, and such payment remains unpaid for fifteen (15) days after notice of nonpayment has been provided to the Client.

Effects of Termination:

  • Agreement Termination: All Order Forms and related Services will be terminated.
  • Order Form Termination: Only the Services under the terminated Order Form will end, and other active Order Forms will remain unaffected.

Upon termination of the Agreement or any Order Form:

  1. The Client is responsible for paying all outstanding Fees.
  2. AutoRepairDesk will cease providing the Services and the Client must stop using the Services and return or destroy all Documentation, including copies, as instructed by AutoRepairDesk (with certification of destruction if requested).
  3. Each party must return or destroy all Confidential Information belonging to the other party within thirty (30) days, except for backup, recovery, and business continuity purposes, where such data must remain inaccessible and be permanently deleted if restored. Confidential Information will continue to be protected under this Agreement.
  4. The Client acknowledges:
    • It is solely responsible for downloading its data from the Service prior to termination.
    • AutoRepairDesk is not obligated to store or retain Client data after termination and may delete such data.

General Provisions

  1. Entire Agreement:
     This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior agreements, discussions, and proposals.
  2. Amendment:
     This Agreement may only be amended in writing and agreed to by both parties, except for Supplemental Terms, which AutoRepairDesk may modify at its sole discretion without notice.
  3. Notices:
     All notices or approvals required must be sent in writing via email, courier, or registered mail to the contact details specified in the Order Form. Notices are considered effective as follows:
    • Email: On the sent date unless an error is received or it’s sent after 5 p.m. Toronto time, in which case it is effective the next Business Day.
    • Courier or mail: On the date of receipt.
  4. Language:
     This Agreement is drafted in English, and both parties waive any right to rely on any other language.
  5. Jurisdiction:
     The Agreement is governed exclusively by the laws of Ontario, Canada, and disputes will be resolved in the courts of Ontario.
  6. Assignment and Delegation:
  • The Client cannot assign this Agreement without AutoRepairDesk’s prior consent, which will not be unreasonably withheld.
  • AutoRepairDesk may assign the Agreement at any time without the Client’s consent and may subcontract its obligations while remaining responsible for its subcontractors.
  1. Independent Contractor:
     The parties are independent contractors. Neither is an agent, employee, or partner of the other, nor can they bind the other party to any obligations.
  2. Equitable Relief:
     A party may seek equitable relief, such as an injunction, without delay.
  3. Exclusivity:
     This is a non-exclusive relationship. AutoRepairDesk may provide services to other clients, and the Client may procure services from others.
  4. Compliance with Laws:
     Each party is responsible for complying with applicable laws related to their obligations under this Agreement. The Client is solely responsible for ensuring its use of AutoRepairDesk’s Services complies with all laws.
  5. Waiver:
     Failure to enforce any right under this Agreement does not constitute a waiver of that right. All waivers must be in writing.
  6. Severability:
     If any provision is deemed unenforceable, the remaining provisions will remain valid.
  7. Force Majeure:
     Neither party is liable for delays or failures due to events beyond their reasonable control, such as natural disasters, strikes, power outages, or acts of war.
  8. Counterparts:
     The Agreement may be executed in counterparts, including electronically, and together they constitute one document.
  9. Currency:
     All monetary references are in U.S. Dollars unless otherwise specified in the Order Form.
  10. Further Assurances:
     Each party will execute additional documents as reasonably required to fulfill the Agreement.
  11. Public Announcements:
     Public disclosures about the Agreement require prior written consent, except AutoRepairDesk may identify the Client as a customer and describe the general nature of their relationship in its marketing materials.
  12. No Third-Party Beneficiaries:
     This Agreement benefits only the parties and does not create rights for third parties.
  13. Paramountcy:
     In case of conflict, the order of precedence is as follows:
  14. The Order Form (specific to the Services it governs).
  15. The Supplemental Terms (specific to the applicable Services).
  16. These Standard Terms.
  17. Interpretation:
  • Singular terms include plural and vice versa.
  • “Including” means “including without limitation.”
  • References to statutes include amendments and successor legislation.
  • Headings are for convenience only and do not affect interpretation.
  • Payment deadlines falling on non-Business Days are extended to the next Business Day.
  • This Agreement is the result of negotiations and will not be interpreted in favor of or against any party.

Survival: Provisions related to payment, confidentiality, compliance, indemnity, and other obligations expressly stated to survive will remain in effect after termination.

Definitions

Authorized User
 An individual authorized to use the Services under this Agreement, limited to employees of the Client and independent contractors engaged by the Client to supplement its workforce, unless otherwise specified in applicable Supplemental Terms.

AutoRepairDesk Data
 (a) Client Data that has been aggregated and anonymized by or on behalf of AutoRepairDesk with all personal and identifying information removed, rendering the data non-attributable to the Client, its customers, or any individual; and (b) Usage Data.

AutoRepairDesk Parties
 Refers to AutoRepairDesk, its affiliates, their service providers, and such entities’ respective directors, officers, employees, shareholders, and agents.

Business Day
 Any day other than Saturday, Sunday, or statutory/observed holidays recognized by AutoRepairDesk.

Client Data
 All data provided, transmitted, or uploaded to the Services by the Client or its customers, including data inputted via Client’s Third-Party Products.

Client Systems
 The hardware, software, systems, technology, and similar assets provided, accessed, or used by AutoRepairDesk, or made available to AutoRepairDesk by the Client, for performing under this Agreement.

Confidential Information
 Information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with the Agreement that:
 (a) Is marked confidential or proprietary at the time of disclosure; or
 (b) A reasonable person would understand to be confidential.
 AutoRepairDesk Confidential Information includes the Software, Documentation, and pricing details of the Services. Client Confidential Information includes Client Data (excluding AutoRepairDesk Data).

Contributions
 Feedback, ideas, comments, and suggestions provided by the Client about the Services.

Documentation
 The user guide or documentation related to the use of the Services, which may be provided by AutoRepairDesk and updated at its discretion.

Effective Date
 The date specified in an Order Form when the agreement for services begins.

Fees
 The charges for the Services as detailed in the Order Form, subject to adjustments per Section 3.5.

Force Majeure Event
 Defined in Section 7.13 as events beyond a party’s reasonable control.

Hosting Provider
 Third-party providers contracted by AutoRepairDesk for server hosting and related services, including data storage and further subcontracting.

Initial Term
 Defined in Section 1.3 as the first agreed period of the Service.

Malicious Code
 Harmful code or scripts, including viruses, worms, Trojan horses, or similar programs.

Order Form
 A document referencing this Agreement that details the Services ordered by the Client.

Receiving Party
 The party receiving Confidential Information from the Disclosing Party.

Renewal Term
 Defined in Section 1.3 as the additional period following the Initial Term.

Services
 The offerings provided by AutoRepairDesk to the Client per active Order Forms.

Software
 The proprietary software used by AutoRepairDesk to deliver the Services, including all updates, enhancements, and new features.

Supplemental Terms
 Service-specific terms outlined in the relevant Order Form.

Support Policy
 Described in Section 2.1 as the terms governing support services.

Term
 The duration defined in Section 1.3.

Third-Party Products
 Defined in Section 2.2 as external tools or systems interfacing with the Services.

Usage Data
 Metadata, navigational, transactional, statistical, and analytical data collected from the use of Services by the Client, including information from maintenance tickets, diagnostic files, and help desk services.

AutoRepairDesk Support Policy

Last Updated: September 30, 2024

Definitions

Business Day
 Any day excluding Saturday, Sunday, or statutory/recognized holidays by AutoRepairDesk.

Support Hours
 9:00 AM to 5:00 PM Eastern Standard Time on Business Days.

Support Services

AutoRepairDesk provides support for issues (“Problems”) during Support Hours via email. Clients may submit helpdesk tickets during Support Hours to info@autorepairdesk.com. AutoRepairDesk will make commercially reasonable efforts to respond to all tickets within two (2) Business Days.

Problem
 A defect, bug, or issue in the Services that causes them to deviate from the functionality described in the Documentation. While AutoRepairDesk strives to resolve Problems, it does not guarantee all issues can be corrected or that a workaround will be available in all cases.

Updates

AutoRepairDesk reserves the right to modify, update, or amend this Support Policy at any time without prior notice.