Terms and Conditions

01Agreement

These Terms and Conditions (“Agreement”) are entered into between Vitara Commerce Ltd (“Supplier”) and the entity subscribing to the Bookar platform (“Customer”). This Agreement governs all use of the Bookar platform and any associated services.

If the Customer does not agree to these terms, they must not use the platform and should contact the Supplier to discuss alternative arrangements.

02Definitions and Interpretation

2.1 Defined Terms

2.2 Interpretation

• Words in the singular include the plural and vice versa; references to any gender include all genders.
• Clause and schedule headings are for convenience only and do not affect interpretation.
• "Including", "in particular", and similar expressions are illustrative and non-exhaustive.
• References to statutes or legislation include any amendments, re-enactments, or successors.
• References to "writing" or "written" include email unless otherwise stated.

03Platform Description

Bookar is a cloud-hosted Website as a Service (WaaS) platform designed for garages and automotive service providers. The platform enables end-customers to book auto repair and maintenance services online, and provides garage operators with tools to manage bookings, customer records, and operations.

The specific services available to the Customer are set out in the applicable Order Form. The Supplier may update, enhance, or modify the platform from time to time, and will endeavour to provide reasonable notice of material changes that affect existing functionality.

04Contract Terms and Duration

4.1 Full Website Solution

The initial contract term for the Bookar Full Website Solution is twelve (12) months from the date of commencement stated in the Order Form. Upon expiry of the initial term, the Agreement will automatically continue on a rolling monthly basis until terminated by either party in accordance with Clause 13 (Termination).

4.2 Website Launch Timeline

Once the website build is complete, the Supplier will provide the Customer with access to a staging environment for review and approval. The following conditions apply:

• The Customer must ensure the website goes live within six (6) months of receiving staging access.
• This period allows reasonable time for feedback, revision requests, and sign-off.
• If the Customer fails to launch within this six-month period, subscription charges will commence automatically at the end of that period, regardless of whether the site has launched.
• The Supplier will issue a written reminder to the Customer at least fourteen (14) days before the six-month period expires.

4.3 Booking Tool Widget

The Booking Tool Widget is provided on a rolling monthly basis with no fixed minimum term. The Customer may cancel at any time by providing written notice to the Supplier. Charges will continue to accrue until the effective date of cancellation as confirmed in writing by the Supplier.

05Usage Charges

Certain platform features incur usage-based charges in addition to the base subscription. These are billed monthly in arrears and itemised on a separate invoice. No free allowance is included for any of the charge types below — all usage is chargeable from the first unit. Current rates are as follows:

A detailed usage report is available upon written request. The Supplier reserves the right to adjust usage pricing with thirty (30) days’ written notice.

Email notifications sent via the platform are included at no additional cost. SMS messages are charged at £0.04 per message sent; the Customer is responsible for ensuring SMS usage remains within expected volumes and may contact the Supplier to discuss high-volume arrangements.

06Payment Terms

• All charges payable under this Agreement are set out in the Order Form and invoiced in accordance with the billing schedule therein.
• Invoices are payable within fourteen (14) days of the invoice date unless otherwise agreed in writing.
• All sums are stated exclusive of VAT, which will be added at the applicable rate where chargeable.
• Usage charges (Clause 5) — VRM lookups, SMS messages — are invoiced separately each month in arrears and must be paid in full by the due date.
• The Supplier reserves the right to charge interest on overdue sums at a rate of 4% per annum above the Bank of England base rate, accruing daily from the due date.
• All payments are non-refundable unless otherwise stated in this Agreement or required by law.
• The Supplier may suspend access to the Services if any payment remains outstanding for more than fourteen (14) days after the due date, following written notice to the Customer.

07Acceptable Use

The Customer agrees to use the Bookar platform only for lawful purposes and in accordance with this Agreement. The Customer must not:

• Use the platform to transmit, distribute, or store content that is unlawful, harmful, defamatory, or infringes any third-party rights.
• Attempt to gain unauthorised access to any part of the platform or its underlying systems.
• Reverse-engineer, decompile, or create derivative works based on the platform.
• Use the platform in a manner that disrupts, degrades, or overloads the Supplier's infrastructure.
• Resell or sublicense access to the platform without the prior written consent of the Supplier.

The Supplier reserves the right to suspend or terminate the Customer’s access immediately if it reasonably believes this clause has been breached.

08Intellectual Property

All Intellectual Property Rights in the Bookar platform, including its software, design, documentation, and underlying technology, are and will remain the exclusive property of Vitara Commerce Ltd or its licensors.

The Supplier grants the Customer a limited, non-exclusive, non-transferable licence to access and use the platform solely for the Customer’s internal business purposes during the term of this Agreement.

The Customer retains ownership of all data, content, and materials it uploads to the platform (“Customer Content”). The Customer grants the Supplier a non-exclusive, royalty-free licence to host, copy, transmit, and process Customer Content as necessary to deliver the Services and, in aggregated and anonymised form, to improve the Supplier’s products.

09Confidentiality

Each party agrees to keep the other’s Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except:

• To employees or contractors who need to know it for the purpose of this Agreement and are bound by equivalent confidentiality obligations.
• As required by applicable law or court order, provided that reasonable advance notice is given to the other party where legally permitted.

This obligation will survive termination of the Agreement for a period of three (3) years.

10Data Protection

10.1 Roles

The Customer acts as the Controller and the Supplier acts as the Processor of any Personal Data processed via the platform, as those terms are defined in the Data Protection Legislation.

10.2 Processor Obligations

The Supplier shall, as Processor:

• Process Personal Data only on documented instructions from the Customer and solely for the purpose of providing the Services.
• Implement appropriate technical and organisational security measures to protect Personal Data against unauthorised access, disclosure, or loss.
• Promptly notify the Customer upon becoming aware of a Personal Data breach affecting Customer data.
• Assist the Customer in fulfilling its obligations under Data Protection Legislation, including responding to data subject rights requests.
• Delete or return all Personal Data to the Customer upon termination of this Agreement, as instructed.

10.3 Sub-processors

The Supplier may appoint sub-processors to assist in delivering the Services. The Supplier will maintain an up-to-date list of sub-processors and will notify the Customer of any intended changes, giving the Customer a reasonable opportunity to object. All sub-processors are bound by data protection obligations no less stringent than those in this Agreement.

11Support and Maintenance

The following support is included with all subscriptions:

• Hosting, platform maintenance, and security updates.
• Customer support via telephone, live chat, and email during normal business hours (Monday to Friday, 9:00am–5:30pm UK time, excluding public holidays).
• Reasonable assistance with platform configuration and usage queries.

The Supplier will use commercially reasonable efforts to ensure platform availability and will aim to provide advance notice of planned maintenance windows likely to cause disruption. Emergency maintenance may be carried out without notice where required to protect platform security or integrity.

12Warranties and Liability

12.1 Supplier Warranties

The Supplier warrants that:

• It has full authority to enter into and perform this Agreement.
• The Services will be provided with reasonable skill and care and in a professional manner consistent with industry standards.
• It will comply with all applicable laws in the provision of the Services.

12.2 Customer Warranties

The Customer warrants that:

• It has full authority to enter into this Agreement and, where applicable, to provide or process Personal Data uploaded to the platform.
• It will use the platform in compliance with all applicable laws and regulations.

12.3 Disclaimer

Except as expressly stated in this Agreement, the Services are provided on an “as is” basis. The Supplier does not warrant that the platform will be error-free or uninterrupted. To the maximum extent permitted by law, all implied warranties, conditions, or terms are excluded.

12.4 Limitation of Liability

• Neither party shall be liable to the other for any indirect, consequential, special, or punitive loss, including loss of profit, revenue, goodwill, or data.
• The Supplier's total aggregate liability arising under or in connection with this Agreement shall not exceed the total charges paid by the Customer in the twelve (12) months immediately preceding the event giving rise to the claim.

12.5 Exceptions

Nothing in this Agreement limits or excludes liability for:

• Death or personal injury caused by negligence.
• Fraud or fraudulent misrepresentation.
• Any other liability which cannot be excluded or limited by law.

13Termination

13.1 Termination for Convenience

After the expiry of any initial fixed term, either party may terminate this Agreement by giving not less than thirty (30) days’ written notice to the other party.

13.2 Termination for Cause

Either party may terminate this Agreement immediately on written notice if:

• The other party commits a material breach of this Agreement that is incapable of remedy, or fails to remedy a remediable breach within fourteen (14) days of written notice.
• The other party becomes insolvent, enters administration or liquidation, or makes any arrangement with its creditors.

13.3 Effect of Termination

Upon termination:

• All licences granted under this Agreement will cease immediately.
• The Customer must pay all outstanding charges accrued up to the termination date.
• The Supplier will provide the Customer with a reasonable opportunity to export Customer Content, unless termination is due to the Customer's material breach.
• Clauses relating to confidentiality, intellectual property, liability, and data protection will survive termination.

14Force Majeure

Neither party shall be in breach of this Agreement or liable for any delay or failure to perform its obligations where such delay or failure arises from circumstances beyond its reasonable control, including acts of God, pandemic, government action, internet or telecommunications failures, or cyberattack. The affected party must notify the other promptly and use reasonable efforts to mitigate the impact. If the force majeure event continues for more than sixty (60) days, either party may terminate this Agreement on written notice without liability.

15General Provisions

15.1 Governing Law and Jurisdiction

This Agreement is governed by the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute arising under or in connection with this Agreement.

15.2 Entire Agreement

This Agreement, together with the Order Form and any schedules, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior representations, agreements, and understandings.

15.3 Amendments

The Supplier may update these Terms and Conditions from time to time. The Customer will be given at least thirty (30) days’ written notice of any material changes. Continued use of the platform after the effective date of any update constitutes acceptance of the revised terms.

15.4 Assignment

The Customer may not assign or transfer its rights or obligations under this Agreement without the prior written consent of the Supplier. The Supplier may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of assets.

15.5 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

15.6 Waiver

No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall a single or partial exercise prevent further exercise.

15.7 Notices

Notices under this Agreement must be in writing and delivered by email (with read receipt or acknowledgement), recorded post, or hand delivery to the registered addresses of the parties as stated in the Order Form. Notices are deemed received on the date of delivery.