Terms of Service

These terms are between FLEETLIX LTD ("Fleetlix", "we", "us", "our"), a company registered in England and Wales under company number 17331348 with its registered office at 66 Paul Street, London EC2A 4NA, United Kingdom, and the business that subscribes to the service ("you", "your").

They govern your use of the Fleetlix operations service, provided at fleetlix.app, together with this website and any related documentation and support we provide (the "Service").

Three other documents sit alongside these terms and are worth reading with them. Our privacy policy and cookie policy explain how we handle personal data on this website. App & Data Security describes the controls protecting data held in the Service, and states plainly which controls we do not have. That document is descriptive: it forms part of these terms only where a section below expressly says so.

Practical questions about billing, cancellation and getting set up are answered in plainer language on our support page. Where that page and these terms differ on a point of substance, these terms govern.

The agreement between us is formed when you confirm your acceptance of these terms at checkout and we accept your order by making the Service available to you. At checkout you are asked to tick a box confirming that you agree to these terms; that tick is your acceptance, and it is recorded against your payment.

By entering into this agreement you confirm that you are acting in the course of a business, that you have authority to bind the business you are contracting for, and that the person accepting these terms is at least 18 years old.

You must give accurate account and billing information and keep it up to date. You are responsible for everything done under your account, including everything done by the users you invite — drivers, yard staff, mechanics and office users alike.

You must make sure your users keep their credentials confidential and do not share logins. Tell us promptly if you believe an account has been compromised.

Your plan includes a stated number of seats in each role. Those limits are enforced in the database, not only in the interface. If you need more, move up a tier — see section 13.

You must not, and must not permit anyone else to:

• use the Service for any unlawful purpose, or to store or transmit unlawful material;
• use the Service to record or submit information you know or suspect to be false;
• copy, modify, translate, reverse engineer, decompile or disassemble any part of the Service, except to the extent the law permits despite this restriction;
• resell, sublicense, rent or otherwise make the Service available to any third party, or operate it as a service for another business, unless we have agreed in writing;
• upload malicious code, or attempt to gain unauthorised access to the Service, to other customers' data, or to the infrastructure it runs on;
• conduct penetration testing, vulnerability scanning or load testing against the Service without our prior written consent — ask us and we will usually say yes and help you scope it;
• use automated means to place unreasonable load on the Service, or to extract data at a volume or rate that degrades it for others;
• remove or obscure any proprietary notice in the Service.

If you find a security vulnerability, please report it rather than exploit it. The disclosure process, including the timescales we commit to, is set out in App & Data Security.

We provide the Service on the plan you have subscribed to, for your internal business use, for the duration of your subscription. Which capabilities are included at each tier is set out on our pricing section, which is the published description of the plans.

We may add, change or remove features over time. We will not make a change that materially reduces the core functionality of your plan during a period you have already paid for, except where we must for legal, security or safety reasons.

We will provide the Service with reasonable skill and care, and we will use reasonable endeavours to keep it available.

We do not offer a service level agreement or a guaranteed uptime percentage. We do not publish an availability figure anywhere, because a number we had not measured over a meaningful period would be one we had invented. Deployment is continuous rather than scheduled, so there are no routine maintenance windows to plan around.

Support is provided by email to contact@fleetlix.com. We aim to respond within one working day. That is a target we take seriously and not a contractual service level.

The Service depends on the internet and on third-party infrastructure. Interruptions caused by your connectivity, your devices, or a third-party service outside our control are not a breach of these terms — see sections 16 and 22.

This section is the most important one in this document, and the one most likely to matter to you in practice.

Fleetlix helps you record, manage and submit information that the law requires you to keep. It does not discharge your legal duties, and using it does not make you compliant. You remain the duty holder.

What remains yours

• Your duty of care for waste under the Environmental Protection Act 1990 and associated regulations, including holding the right registrations as a carrier, broker or dealer, and describing waste accurately.
• Your obligations under the Digital Waste Tracking Service. We submit records on your behalf, using your credentials and the information you enter. Whether that information is true, complete and submitted in time is your responsibility.
• Your operator licence and DVSA obligations, including vehicle roadworthiness, driver walk-around checks, defect reporting and rectification, drivers' hours and tachograph duties. Fleetlix records these; it does not perform them, and it does not verify that a check recorded as done was done.
• Keeping your own statutory records. Do not rely on the Service as your only copy. Export what you must keep.

As between us, you own the data you and your users put into the Service, and the records the Service creates from it ("Customer Data"). We claim no ownership of it.

You grant us a non-exclusive licence to host, copy, transmit and process Customer Data strictly to the extent needed to provide the Service to you, to keep it secure, and to comply with law.

Our role under data protection law

For personal data within Customer Data — your staff, your drivers, your customers — you are the data controller and we are your processor. We act on your documented instructions. For your own account, billing and support data, we are the controller. This is the same split described in App & Data Security.

We will process personal data in accordance with UK data protection law, will impose confidentiality obligations on people with access, and will assist you as your processor with data subject requests and with any notification obligation you have. The security controls, our sub-processors and our incident response are documented in App & Data Security.

If you require a data processing agreement, ask us and we will sign one. We deliberately do not offer it as a click-through, because a processing agreement is a conversation about your circumstances rather than a form.

Each of us may learn confidential information about the other. Each of us agrees to keep the other's confidential information confidential, to use it only for the purposes of this agreement, and to disclose it only to people who need it and are under equivalent obligations.

This does not apply to information that is public through no fault of the receiving party, was already lawfully known, is independently developed, or must be disclosed by law or a regulator — in which case, where lawful, the disclosing party will be told first.

We own, or are licensed to use, all intellectual property rights in the Service, including its software, design, documentation and the Fleetlix name and marks. Nothing in these terms transfers any of those rights to you. You get a licence to use the Service, not the Service itself.

You own your Customer Data, as set out in section 8.

If you send us feedback, suggestions or feature requests, we may use them without restriction or payment. This does not give us any right to your Customer Data or your confidential information.

The fees for each plan are those published on our pricing section at the time you subscribe, in pounds sterling. All published prices exclude VAT. VAT is calculated and added at checkout at the applicable rate. A business outside the United Kingdom may provide its VAT number at checkout and be handled under the reverse charge.

Monthly plans are billed in advance on the same date each month. Annual plans are billed once, in advance, for the whole year. There are no setup or onboarding fees.

Payments are taken by our payment provider. We do not receive or store your full card details — see section 14 of our support page. You authorise us to charge your payment method for all fees as they fall due.

If a payment fails, our payment provider will retry it over the following days. We may suspend the Service under section 15 if payment remains outstanding, but we will contact you before doing so.

We may change our prices. Any change takes effect at your next renewal, not during a period you have already paid for, and we will give you at least 30 days' notice before it applies. If you do not accept a price change, you may cancel under section 13 before it takes effect.

We may offer a free trial, usually through a promotion code that sets its length. Where we do:

• we take your card details when the trial starts, but charge nothing on that day;
• you get the full plan you selected, not a reduced version;
• the subscription converts to paid automatically when the trial ends, at the plan and billing period you chose, plus VAT;
• you may cancel at any time before the trial ends and you will not be charged.

We may withdraw, change or decline a promotion at any time before you subscribe under it. Promotion codes have no cash value and cannot be combined unless we say so.

During a free trial, where you have paid us nothing, our liability is limited as described in section 18.

The agreement starts when it is formed under section 2 and continues for the billing period you selected. It then renews automatically for successive periods of the same length until cancelled.

There is no minimum term, no notice period and no cancellation fee. You may cancel at any time by emailing contact@fleetlix.com from an address on the account. We will confirm in writing and tell you the date your access ends.

Cancelling stops the next renewal. It does not end your access immediately: you keep the Service until the end of the period you have already paid for.

You may move between plans at any time. Moving up takes effect immediately and the difference is applied from that point. Moving down takes effect at your next renewal, so check your seat counts before it lands.

Because your access continues to the end of the period you have paid for, we do not refund the unused remainder of a monthly subscription. You keep the service you bought instead.

Annual subscriptions are treated with more latitude. An annual plan is twelve months paid at once, and circumstances change. If you cancel well inside an annual term, ask us about a refund of the unused whole months and we will consider it properly. That is discretionary rather than guaranteed, and we would rather say so than promise nothing or promise everything.

Separately from the above, we will refund you where we have got it wrong: a duplicate charge, a charge taken after a cancellation we had confirmed, a charge on the wrong plan, or a period during which the Service was not usable because of a failure at our end. Refunds are returned to the card that paid.

We may suspend your access to the Service, in whole or in part, if:

• fees remain unpaid after our payment provider has exhausted its retries and we have contacted you;
• we reasonably believe you are in material breach of section 4;
• we reasonably believe continued access presents a security risk to the Service, to other customers, or to you; or
• we are required to suspend by law or by a regulator.

We will give you as much notice as is reasonably practicable, and will restore access promptly once the cause is resolved. We will not use suspension as a substitute for termination under section 20, and we are conscious that suspending an operations platform stops a yard working — it is a last step, not a first one.

The Service depends on third parties. Our hosting, database, email and storage providers are named, with their purpose and region, in App & Data Security. We remain responsible to you for their performance of the parts of the Service we have subcontracted to them.

Some third parties are outside that relationship. The Digital Waste Tracking Service is operated by government, not by us: we submit to it, but its availability, its acceptance criteria and its timescales are not within our control, and an outage or a rule change at that end is not a breach of these terms by us. The same applies to any accounting or other system you choose to connect.

Where you connect a third-party service, your use of it is governed by that provider's terms, not these.

We warrant that:

• we have the right and authority to enter into this agreement and to provide the Service; and
• we will provide the Service with reasonable skill and care.

Except as expressly stated in these terms, we do not warrant that:

• the Service will be uninterrupted, timely or error free;
• the Service will meet your particular requirements, or will be fit for any purpose you have not told us about;
• defects will be corrected within any particular time; or
• your use of the Service will make you compliant with any legal or regulatory obligation — see section 7.

To the fullest extent the law permits, all terms, conditions and warranties implied by statute or common law are excluded from this agreement. This exclusion does not apply to anything that cannot lawfully be excluded, and it does not apply to consumers, who are not eligible for the Service in any event.

This section limits what we owe you if something goes wrong. Please read it. It is written on the basis that you are a business, that our fees reflect the risk each of us carries, and that you are able to insure risks that matter to your operation.

What is never limited

Nothing in these terms limits or excludes either party's liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• anything else that cannot lawfully be limited or excluded.

What neither of us is liable for

Subject to the paragraph above, neither party is liable to the other for any indirect or consequential loss, or for loss of profit, loss of revenue, loss of business, loss of contracts or anticipated savings, or loss of goodwill or reputation, in each case however arising.

The cap

Subject to the paragraphs above, our total aggregate liability arising out of or in connection with this agreement is limited to the total fees you have paid us in the 12 months immediately before the event giving rise to the claim. Where the claim arises before you have paid us anything — during a free trial, for example — our total aggregate liability is limited to £100.

This cap applies however the liability arises, including in contract, in tort (including negligence), for breach of statutory duty or otherwise. It does not apply to your obligation to pay fees properly due.

You will indemnify us against losses, damages and reasonable costs we incur from a third-party claim arising out of your breach of section 4, your Customer Data infringing a third party's rights or breaching any law, or your failure to meet a regulatory obligation described in section 7.

We will indemnify you against losses, damages and reasonable costs you incur from a third-party claim that the Service, used as we have permitted, infringes that third party's intellectual property rights. Our liability under this paragraph is subject to the cap in section 18.

In each case the indemnified party must notify the other promptly, not admit liability, and allow the indemnifying party to conduct the defence with the indemnified party's reasonable cooperation.

You may cancel at any time under section 13. Either party may terminate this agreement immediately by written notice if the other materially breaches it and, where the breach can be remedied, fails to remedy it within 30 days of being asked; or if the other becomes insolvent, enters administration or ceases to carry on business.

We may also terminate on 30 days' written notice if we withdraw the Service generally. In that case we will refund fees you have paid for any period after termination.

What happens to your data

On termination your access ends. Export your data before then, and ask us if you need help doing it. After termination we will, on request, export your Customer Data in a machine-readable form and then delete it, subject to any period you instruct us to hold it so that you can meet your own statutory obligations. Backups age out on the platform's own rotation.

Sections that by their nature should survive termination — including sections 9, 10, 17, 18, 19, 22 and 23 — continue to apply.

We may change these terms. When we do, we will publish the new version on this page with a new version number and effective date, and we will tell you by email if the change is material.

A change takes effect at your next renewal, not during a period you have already paid for. If you do not accept a change, you may cancel under section 13 before it takes effect. Continuing to use the Service after a change has taken effect means you accept it.

We may make a change with immediate effect where we must for legal, regulatory or security reasons. We will tell you as soon as we can if that happens.

Entire agreement. These terms, together with the plan you subscribed to, are the entire agreement between us about the Service and replace anything said or written beforehand. Neither party has relied on any statement not set out in them. Nothing in this paragraph limits liability for fraud or fraudulent misrepresentation.

Assignment. You may not assign or transfer this agreement without our written consent, not to be unreasonably withheld. We may assign it to a group company or in connection with a merger or sale of our business, provided your rights are not adversely affected.

Subcontracting. We may subcontract parts of the Service, and remain responsible to you for the subcontracted performance.

Events outside our control. Neither party is liable for failure or delay caused by an event beyond its reasonable control, provided it tells the other and works to resume as soon as it can.

Waiver and severance. A failure to enforce a term is not a waiver of it. If any term is found to be unenforceable, the rest continue in force and that term applies with the minimum modification needed to make it enforceable.

Notices. Notices to us go to contact@fleetlix.com or to our registered office. Notices to you go to the email addresses on your account.

No partnership. Nothing in these terms creates a partnership, joint venture or employment relationship between us, and neither party may bind the other.

Third parties. Nobody other than you and us has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.

These terms, and any dispute or claim arising out of or in connection with them or their subject matter — including non-contractual disputes or claims — are governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

Before either of us starts proceedings, we ask that you contact us and give us a fair chance to put the problem right. Most things that look like disputes are misunderstandings about billing, and they are quicker to fix by email than by letter.

Questions about these terms, or anything else, go to contact@fleetlix.com. We aim to reply within one working day.

FLEETLIX LTD, registered in England and Wales, company number 17331348. Registered office: 66 Paul Street, London EC2A 4NA, United Kingdom. Registered with the Information Commissioner's Office under reference ZC207602.