1. Definitions In this Licence:
1.1 The “Customer” means the customer identified on the KiS ONLINE Order Form. “End User” means a customer of the Customer. “KiS ONLINE” means the KiS ONLINE garage software/management system accessed through www.kis-unipart.co.uk.
1.2 The “KiS ONLINE Package/s” currently available are detailed on the KiS ONLINE Order Form, and may be varied by ROBERT BOSCH from time to time. The “KiS ONLINE Module/s” currently available are detailed overleaf (on the KiS ONLINE Order Form) and may be varied by ROBERT BOSCH from time to time.
1.3 The “Licence” means this licence and any variations thereto. Combined with the KIS ONLINE Order Form these documents represent the agreement in place between ROBERT BOSCH and the Customer in relation to KiS ONLINE.
1.4 “Monthly Parts Spend” means the parts spend the Customer has committed to on a monthly basis. Details of the Customer’s Monthly Parts Spend targets are available from their nominated and approved parts supplier.
1.5 The current “Price/s” of the KiS ONLINE Package/s and extra Module/s, selected overleaf, are detailed on the KiS ONLINE Order Form.
1.6 The Price/s of KiS ONLINE Package/s, Module/s, additional User Ids and Data Processing Fee may be varied by ROBERT BOSCH from time to time.
1.7 “ROBERT BOSCH” means ROBERT BOSCH Limited.
1.8 “User Id” means the Customer’s unique KiS ONLINE user identification and password granting access to the KiS ONLINE.

2. Customer’s Obligations
2.1 The Customer agrees:
2.2.1 Not to use KiS ONLINE (or any part thereof) for any illegal activities and agrees to use it in accordance with all relevant laws.
2.2.2 Not to upload or transmit through KiS ONLINE any computer virus or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer.
2.2.3 Not to use KiS ONLINE in any way that may cause interruption, damage, or to impair its normal functionality in any way. Not to gain attempted access to any unauthorised part or component of KiS ONLINE.
2.2.4 That in the event that the Customer has any right, claim or action against any other customer or supplier arising out of that customer’s use of KiS ONLINE, then you will pursue such right, claim or action independently, and without recourse to ROBERT BOSCH.
2.2.5 To keep your KiS ONLINE User Id confidential for your own business use only, under no circumstances are these transferable.

3. ROBERT BOSCH’s Rights
3.1 ROBERT BOSCH reserves the right to:
3.2.1 Modify or withdraw, temporarily or permanently, KiS ONLINE, or any aspect thereof, with or without notice to the Customer and the Customer confirms that ROBERT BOSCH shall not be liable to the Customer or any third party for any modification to or withdrawal of KiS ONLINE. For the avoidance of doubt, the Customer will not be eligible for any compensation because they cannot use any part of KiS ONLINE or because of failure, suspension or withdrawal of all or part of KiS ONLINE.
3.2.2 Change the terms of the Licence from time to time. It is the Customer’s responsibility to check regularly to determine whether the Licence has been changed. If a Customer does not agree to any changes in the terms of the Licence then the Customer must immediately stop using KiS ONLINE.
3.2.3 Charge a Customer for additional User Ids. Customers are granted five User Id’s per KiS ONLINE Licence, at no charge. The cost of each additional User Id (i.e. the sixth User Id onwards) is currently £10.00 (excluding VAT) per month.
3.2.4 Charge a Customer for training, which, in the opinion of ROBERT BOSCH, is over and above basic introductory training to KiS ONLINE.

4. Third Party Links
4.1 ROBERT BOSCH may provide links to other websites or resources from the KiS ONLINE website. The Customer acknowledges and agrees that ROBERT BOSCH is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable, directly or indirectly, for the privacy practices or the content of such websites, including (without limitation) any advertising.

5. Payment
5.1 The Customer shall pay the Price for the KiS ONLINE Package/s and associated Module/s. Payment will be by direct debit, payable to ROBERT BOSCH monthly in arrears. No pro-rated adjustment will be made to the Price for access to KiS ONLINE for only part of a calendar month.
5.2 The time for payment is of the essence.
5.3 ROBERT BOSCH reserves the right to suspend the supply of KiS ONLINE to the Customer in the event that payment is not received
5.4 Upon termination of the Licence all sums payable to ROBERT BOSCH will become due immediately. All payments to be made by the Customer will be made in full without any set off, restriction and without any deduction or withholding for or on account of any counterclaim unless the amount has been approved by a director of ROBERT BOSCH in writing.

6. Term
6.1 Subject to the provisions of clause 9 (Termination) this Licence shall continue in force until terminated.

7. Warranties
7.1 To the maximum extent permitted by law, ROBERT BOSCH disclaims all other representations, warranties, conditions, or other terms, either express or implied, including but not limited to implied warranties and/or conditions of merchantability and fitness for a particular purpose with regard to KiS ONLINE.
7.2 To the maximum extent permitted by law, in no event shall ROBERT BOSCH be liable for any damage whatsoever (including without limitation, direct or indirect damages for personal injury, loss of business profits, business interruption, loss of business information or any other loss) arising out of the use or inability to use KiS ONLINE, even if ROBERT BOSCH has been advised of the possibility of such damages. In any case, ROBERT BOSCH’s entire liability under any provision of this Licence shall be limited to the amount paid by the Customer to ROBERT BOSCH for KiS ONLINE.
7.3 KiS ONLINE is provided on an “as is” basis and the Customer assumes all risks with its installation, configuration and use and as such there are no warranties, claims or representations made by ROBERT BOSCH, either express, implied or statutory with regard to the software, including warranties of quality, performance, non-infringement or fitness for a particular purpose nor are there any warranties created by course of dealing, course of performance or trade usage. Furthermore, ROBERT BOSCH does not represent or warrant that KiS ONLINE or any related service will always be available, accessible, accurate, complete or error-free. The foregoing exclusions and disclaimers are an essential part of this Licence and forms the basis for determining the Price charges for KiS ONLINE and any associated services.

8. Indemnity
8.1 The Customer agrees to be fully responsible for all claims, liability, damages, losses, costs and expenses, including legal fees on a full indemnity cost basis, suffered by ROBERT BOSCH and arising out of any breach of this Licence by the Customer or any other liabilities arising out of the Customer’s use of KiS ONLINE, or the use by any other person accessing KiS ONLINE using the Customer’s KiS ONLINE User Id or internet account.
8.2 For the purpose of the Data Protection Act 1998, the Customer acknowledges that in the course of using KiS ONLINE, certain personal data of third parties, including End Users, may be captured electronically or otherwise by ROBERT BOSCH/its agents. If this is the case, you shall ensure that you have obtained the express consent of any of your End Users or any applicable third parties to the transfer of their personal data to ROBERT BOSCH to process such personal information for the purposes of the operation of KiS ONLINE as a garage software/management system. For the avoidance of doubt, ROBERT BOSCH/its agents will act as a Data Processor (as defined by the Data Protection Act 1998), you, the Customer, are the Data Controller. ROBERT BOSCH/its agents will only process such personal data in accordance with the Customer’s instructions. You shall indemnify ROBERT BOSCH/its agents from and against all claims by any End User or any third parties arising out of your failure to obtain the consent described in this paragraph 8.2.
8.3 The Customer assumes all risks associated with the access to and use of KiS ONLINE. In no event shall ROBERT BOSCH be liable for any indirect, incidental, special or consequential damages (including without limitation any loss of profits or data, business interruption, computer failure or other pecuniary loss) arising out of the use or inability to use KiS ONLINE or performance of any related services, irrespective of whether ROBERT BOSCH has been advised of the possibility of such damages.
8.4 The Customer confirms that by signing this Licence they will have access to the MAM vehicle catalogue, parts lookup and ERP invoicing system.
8.5 ROBERT BOSCH will:-
8.5.1 Use the details you provide to (administer your order and/or “to supply the information you have requested”)
8.5.2 ROBERT BOSCH agrees not to disclose or use any personal data shared with ROBERT BOSCH except to the extent necessary to carry out its obligations under this Agreement, which may include sharing such data with Third Party Providers.
8.5.3 From time to time ROBERT BOSCH would also like to keep you informed by post, telephone or e-mail of information about other ROBERT BOSCH products and services that may be of interest to you.
8.5.4 If you do not wish to receive marketing information from ROBERT BOSCH, then you can inform ROBERT BOSCH of your wishes in writing at the address above.
8.5.5 ROBERT BOSCH reserves the right to aggregate the data it holds including sharing this with third party providers, for various purposes, including, without limitation, benchmarking, data analysis and research.
8.5.6 ROBERT BOSCH warrants that it shall not license or sell lists of Customer details to third parties for any purpose whatsoever.
8.5.7 If you have any questions about ROBERT BOSCH’s use of your information, you wish to let us know about changes to your personal details held by us, or if at any time you wish to stop receiving marketing information from us then please contact the data protection officer at the address given below/email address.

9. Termination
9.1 Either party may terminate this Licence by serving one month’s written notice on the other, such notice to expire on the last day of a calendar month.
Such written notice must be sent for the attention of Unipart Customer Programmes, Robert Bosch Ltd, Viewfield Industrial Estate, Glenrothes, KY6 2RD.
9.2 ROBERT BOSCH may by notice served in writing served on the Customer terminate the Licence forthwith if the Customer:
9.2.1 Is in material breach of any of the terms of the Licence and where the breach is capable of remedy, the Customer fails to remedy such a breach within seven days service of a written notice from ROBERT BOSCH.
9.2.2 Becomes bankrupt, insolvent, makes an arrangement or composition with its creditors. 9.2.3 Ceases to trade.
9.2.4 Has any distraint, execution or other process levied or enforced on any of its property.
9.3 Upon termination, the Customer may request that ROBERT BOSCH supplies a csv file of the Customer’s data (which may include the Customer’s End User data). ROBERT BOSCH cannot guarantee this data will always be available, as ROBERT BOSCH are reliant upon a third party agent to supply this data. A csv file of the Customer’s data may be provided, upon termination, to the Customer upon the payment of a one-off “Data Processing Fee. Payment of the Data Processing Fee will be by Credit/Debit Card in advance of the generation of the csv file and the Customer must contact Unipart Customer Programmes, Robert Bosch Ltd, Viewfield Industrial Estate, Glenrothes, KY6 2RD to arrange this.

10. Intellectual Property and Right of Use
10.1 The Customer acknowledges and agrees that all copyright, trademarks and all other intellectual property rights in all material or content supplied as part of KiS ONLINE shall remain at all times the property of ROBERT BOSCH.

11. Entire
11.1 This Licence (as amended from time to time) and the Order Form overleaf comprises the entire agreement between the Customer and ROBERT BOSCH relating to KiS ONLINE and supersedes any previous agreements, arrangements, undertakings or proposals, written or oral, between ROBERT BOSCH and the Customer in relation to ROBERT BOSCH’s garage software/management systems.

12. Law
12.1 The conditions, under which this contract is made, shall be governed by the laws of England.