Ford Middle East UON View

DEALER VIEW USER AGREEMENT: STANDARD TERMS AND CONDITIONS OF USE 

1. 	INTRODUCTION

1.1  	By ticking the “I accept these Ts & Cs” tick box at the end of this page you as the User agree and acknowledge that you understand and accept these terms and conditions of use of the System as detailed in this User Agreement and that your voluntary act of ticking the aforesaid tick box is deemed to constitute your personal agreement to the Ts & Cs and that these Ts & Cs are as binding on you as if you had personally physically signed this Agreement yourself. 
Should you require a copy of these Ts & Cs, a copy will be provided to you on request. You may request a copy by sending an e-mail request to info@wmb.co.za. 
These Ts & Cs are a legal agreement and shall be applicable to all aspects of your use pertaining to the System. 
By accessing and/or using the System you further acknowledge that you have read and understand these Ts & Cs and that you agree to be bound by them. If you do not understand and/or accept these Ts & Cs, you should refrain from accessing and/or using the System. 
 
2.  	PREAMBLE 

2.1  	The Ts & Cs apply to all aspects of the User’s use as an authorised User of the System via the User’s designated URL under the License Agreement entered into by and between the User’s Principal (the Licensee) and the Licensor.  
2.2  	This version of the Ts & Cs contains a version number as well as the date from which the version is effective.   
2.3  	The Licensor reserves the right to change, modify, update or remove portions of these Ts & Cs at any time at the Licensor’s sole and absolute discretion. Whenever the Licensor changes an existing version of the Ts & Cs, an updated version will be published on both the System login page as well as on the Licensor’s website, www.wmbevality.com. 
2.4  	The User is required to check these Ts & Cs periodically for changes. The User’s continued use of the System, following the posting of any changes, whether to these Ts & Cs or in any other section of the System or the website, will signify the User’s acceptance of any and all changes to the Ts & Cs. The version of the Ts & Cs that will apply to the User’s use of the System will be the version that is effective at the date that the User accepted the Ts & Cs for the first time. 
2.5  	To the extent that any of the Ts & Cs in this version may be in conflict with the Ts & Cs of an earlier version accepted and agreed to by the User, the Ts & C of such earlier version shall prevail. 


3.	DEFINITIONS 

3.1	The headnotes to the clauses of these Ts & Cs are inserted for reference purposes only and shall in no way govern or affect the interpretation of the respective clause nor the remainder of the User Agreement. 
3.2	Unless inconsistent with the context, the expressions set forth below shall bear the following meanings:
3.2.1	“License Agreement” means the System licensing agreement between the Licensor and the Licensee in terms of which the Licensee is authorised to use the System and to make it available for use by duly authorised personnel and/or representatives; 
3.2.2	“Licensee” mean the User’s principal which has entered into a License Agreement in relation to the use of the System with the Licensor; 
3.2.3	“Licensor” means WMBevality (Pty) Ltd, a Company duly registered in terms of the Laws of the Republic of South Africa, under Registration Number: 2012/198286/07;
3.2.4	“the Principal” means the Licensee of the System and the principal of the User;
3.2.5	“System” means the on-line Dealer View Dashboard system to which the License Agreement extends, including all associated documentation, new releases, updates or revisions; 
3.2.6  	“Subscription Fee” means the Subscription Fee that the Licensee is required to pay to the Licensor monthly in arrears, for use of the System; 
3.2.6  	“Ts & Cs” means the terms and conditions of the User Agreement;
3.2.8  	“User” means a person authorised by the Licensee to use the System on its behalf and under the License Agreement in relation to use of the System it has entered into with the Licensor;
3.2.8	“User Agreement” means this User Agreement or such earlier version accepted and agreed to by the User; 
3.2.8  	“Website” means the Licensor’s website with address www.wmbevality.com 
 
4.  	USE 

4.1  	The Licensor hereby grants to the User, under its License Agreement with the Licensee, a personal, non-transferable and non-exclusive licence to use the System in accordance with the Ts & Cs. 
4.2  	The User accepts that his/her use of the System is dependent on the Licensee fulfilling its obligations in terms of the Licensing Agreement including the obligation to pay the license fee. 
4.3	The User understands and accepts that the proper functioning of the System is dependent on the User or Licensee uploading the relevant reports and information within the applicable timeframes and the User or Licensee agrees and undertakes to do so. 
4.4  	The User agrees and undertakes that the username and password provided to the User is personal to the User and may not be transferred or given to another person under any circumstances. 
4.5	The User is not authorised use the System to provide training, consulting or any other commercial services. The User may not host the System or any part thereof for or on behalf of any third parties nor may the User offer any unauthorised users access to the System or any part thereof over the internet or by any other means. 
4.6	The User agrees to notify the Licensor immediately of any unauthorized use of his/her account, username and password detail for access to the System or the website or any other breach of security. 
4.7	The User may not copy the System.
4.8 	The User assumes full responsibility for the information and results obtained from the use of the System and for the application of such information and results. 
4.9	Access and use of the System is subject to the User accepting and agreeing to the Ts & Cs on first use and when prompted to do so on the Ts & Cs being updated. 
4.10	Should the User breach the Ts & Cs, the Licensor reserves the right to block the Users access to the System. 	
4.11	These Ts & Cs constitute the entire agreement between the User and the Licensor with respect to the use of the System.   
4.12  	Should any of the Ts & Cs be held to be invalid, unlawful or unenforceable, such Ts & Cs will be severable from the remaining Ts & Cs, which will continue to be valid and enforceable.


5. 	LICENSOR WARRANTIES 

The Licensor warrants that: 
5.1	except as expressly provided otherwise and to the maximum extent permitted by law, the System, all information, postings, opinions or services are provided “as is” and “as available” without warranty of any kind.
5.2	the Licensor does not represent or endorse the accuracy, correctness or reliability of any advices, opinion, statement or other information displayed, uploaded or distributed via the System.  
5.3	the Licensor and its suppliers make no warranties that the System will meet the User’s precise requirements nor expectations, that access to this System or to any information, postings, opinions or services linked to this System shall be uninterrupted, timely, secure or error free or that results from such use will be accurate or reliable or will be suitable for the User’s purposes. 
5.4	the Licensor cannot ensure that any files or other data the User downloads or the website will be free of viruses, contamination or destructive features of whatsoever nature. 
5.5	in respect of any products purchased by you through the use of this System or on the Website, the Licensor expressly disclaims all warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for purpose or any such other warranties of whatsoever nature in respect of any products listed on the System or the Website. 
5.6	the System Dealer View dashboard tool is an integrated network management and reporting system used to track and compare dealer performance over time across quantitative and qualitative key performance indicators. It also allows the uploading of Dealer and user information. 
5.7 	the use of the System does not amount to or in any way purport to constitute or comprise  financial advice or offer an objective opinion. The System merely provides a tool to provide an indication of dealer performance to target.  
Except for the express warranties provided in this Clause 5, the Licensor gives no other warranties or representations and any further warranties or conditions, express or implied, statutory or otherwise, with regard to the System, are excluded. 

6. 	LIMITATION OF LIABILITY 

6.1	The User hereby acknowledges that he/she uses the System at his/her own risk and the User  expressly understands and agrees that the Licensor, its officers, directors, members, subsidiaries, agents, assignees, representatives, suppliers, partners or employees shall not be liable for any direct or indirect damage or loss or any by special, direct, indirect, incidental, consequential or damages of whatsoever other use resulting from the loss of use, data, profits or other intangible losses (even if the Licensor has been advised of the possibility of such damages) resulting from the use or the inability to use the System, removal or termination of the System, unauthorized access to or alteration of your transmissions or data, errors or omissions in content on the System, statements or conduct of any third party on the System, instruction, information of services provided by or linked from this System or the Website or any other matter relating to the System. 
6.2	Always excluding the Licensor’s liability for personal injury or death, in no event shall the Licensor be liable to the User:- 
6.2.1	for any direct damages or loss, whether arising in contract, delict, by statute or otherwise, being loss which is reasonably foreseeable by the User and us at the time of entering into this User Agreement, in excess of the monthly subscription fee that the Licensee pays the Licensor in respect of use of the System; nor 
6.2.2	for any other form of loss or damage of whatsoever kind, whether arising in contract, delict, by statute or otherwise, including but without being limited to, indirect, special or consequential damages or loss, loss of anticipated profits, loss of business opportunity or loss of contracts by either the User or any third party or claims or demands against either the User or the Licensor by an third party or other like economic loss in connection with or arising out of this User Agreement. 

7.	INDEMNITY 

The User hereby irrevocably and unconditionally indemnifies and hold harmless the Licensor and its affiliates, employees, agents, representatives, third party service providers, partners and suppliers from any and all claims and liabilities of whatsoever nature including but not limited to legal costs (on whatsoever scale and including the cost of Counsel), losses, expenses and damages resulting from any violation of the Ts & Cs and/or arising out of the User’s acts or omissions arising out of his/her use of System.  
 



8.	OWNERSHIP AND RESTRICTIONS 
8.1 	The User acknowledges that the System is confidential material containing the Licensor’s valuable trade secrets and the Licensor holds all title and ownership to the System, including all trade names, trademarks, copyright  and other intellectual property rights, whether capable of registration or not. 
8.2	The User agrees to take all steps to ensure that he/she uses the System in such a manner that protects all of the Licensor’s rights in and to the System. The User shall not during or at any time after termination of this User Agreement acquire or be entitled to claim any right or interest in the System and the User is prohibited from actually or attempting to sell, lease, license, sub-license, distribute or to grant any interest in the System in whatever form to or for the benefit of any other party. 
8.3	The User agrees not, directly or indirectly, to reverse engineer the System, including the use of any reverse compilation, de-compilation or disassembly techniques or similar methods, to determine any design structure, concepts and methodology behind the System, whether to incorporate it into any product of the User’s own creation or for any other purpose.  

9.	TERM, BREACH AND TERMINATION 

9.1 	Except as otherwise provided in this User Agreement, this User Agreement shall commence on the date of first use and acceptance of the Ts & Cs by the User and shall continue until termination of the License Agreement for whatever reason or termination of the User’s use of the System on ground of a breach of the Ts & Cs. 
9.2	On the termination of this User Agreement, for whatever reason, the User will lose his/her right to use the System. 

10. 	USER RESPONSIBILITIES 

The User agrees to assume full responsibility for the information and results obtained from the use of this System and for the application of such information and results. The User accept that the Licensor gives the User no warranties nor representations, whether express or implied, statutory or otherwise, with regard to this System other than provided for herein.  

11.	CONSENT TO RECEIVING ELECTRONIC COMMUNICATIONS
 
Through the use of the System or communicating with the Licensor via e-mail, the User consents and acknowledges that any and all agreements, notices, disclosures, or any other communication complies with all legal requirement(s), including but not limited to the requirement that such communications so delivered, should be in writing. 

12. 	PERSONAL INFORMATION, CONFIDENTIALITY 
12.1  	As part of providing the System and generating various reports and market analyses it will be necessary for the Licensor to process personal customer, client, market and product information on the User’s behalf. The User warrants that all necessary data protection consents and permissions in respect of such 
processing have been obtained, are current and are correct and the Licensor agrees to take such measures as are reasonably necessary to ensure that all information is not processed in an unauthorised manner. 
12.2	The User may not use confidential information (which shall include without limitation trade secrets, financial information, source codes and any other business, sensitive or proprietary information) for any purpose other than performing this User Agreement, nor may the User disclose confidential information to any third party. 
12.3	This provision shall not, however, apply to information which is already in the public domain (including without limitation all data which the Licensor sources, collates and/or refers to or reports on in providing the System), which the disclosing party can demonstrate was developed independently or received independently by the receiving party from a person who did not owe a similar duty of confidentiality to the disclosing party, or is required to be disclosed by law or by an order or direction of a court of competent jurisdiction or a competent authority. 

 13.	INTELLECTUAL PROPERTY 

Certain logos, icons, graphics, insignia, names, marks, phrases, images, designs or similar items contained on the System may constitute trademarks, trade names or service names (registered or unregistered) or be copyright of the Licensor or its subsidiaries, affiliates, business partners or vendors. The use of such intellectual property on the System does not constitute a licence, express or implied, for the User or any third party to in any way use the intellectual property. The use of this intellectual property, except as provided in the Ts & Cs, is prohibited and except for certain fair use or as otherwise provided in the Ts & Cs, the User is not permitted to copy, sell, reproduce, republish or disseminate any information relating to the System without the Licensor’s prior express written approval. The Licensor may make fair use on the System of intellectual property owned by third parties and makes no claim to ownership of this intellectual property. 

14. 	APPLICABLE LAW 

This User Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa and that any action or dispute in relation to or alleged breach of this User Agreement may be brought in the North Gauteng High Court and that this Court shall have exclusive jurisdiction in any of the aforesaid envisaged disputes. 

15.	GENERAL  

15.1   	The Licensor reserves the right to assign the Ts & Cs at any time to any subsidiary or any affiliated company or as part of the sale to, merger with or other transfer of the legal entity or assets of the Licensor to another entity. 
15.2 	If a Court of competent jurisdiction finds any provisions of the TS & Cs to be invalid, the parties nevertheless agree that the Court should endeavour to give effect to the parties’ intention as reflected in the applicable provision/s. Despite any provision/s being declared invalid such invalidity shall not effect the validity of the remaining Ts & Cs shall remain of full force and effect. 
15.3	The Licensor reserves the right to alter, amend and/or vary the Ts & Cs, in its absolute and sole discretion from time to time.
End User License Agreement
