Terms of Service

1. Definitions and Interpretation

In these Terms of Service ("Terms"), the following definitions apply:

• "Agreement" means these Terms together with the Privacy Policy and any order form or subscription confirmation.
• "Company", "we", "us", "our" means OwlGMS Ltd (company registration number [COMPANY REGISTRATION NUMBER]), trading as OwlGMS, part of the OwlMOT network.
• "Customer", "you", "your" means the individual or legal entity that registers for and uses the Service.
• "End User" means any individual authorised by the Customer to access and use the Service, including employees, technicians, and administrators.
• "Service" means the OwlGMS garage management software platform, including all features, updates, and related services provided through beta.owlmot.co.uk or any successor domain.
• "Customer Data" means all data, content, and information submitted to the Service by or on behalf of the Customer, including vehicle records, customer contact details, job records, photographs, and financial data.
• "Subscription Plan" means the tier of Service selected by the Customer, as described in Section 5.
• "Subscription Period" means the period for which the Customer has subscribed to the Service, whether monthly or annually.

2. Acceptance of Terms

2.1 By accessing or using the Service, creating an account, or clicking "I agree" (or similar), you confirm that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms.

2.2 If you do not agree to these Terms, you must not access or use the Service.

2.3 We may update these Terms from time to time. We will notify you of material changes by email or through the Service at least 30 days before the changes take effect. Your continued use of the Service after such changes constitutes acceptance of the updated Terms.

3. Account Registration

3.1 To use the Service, you must create an account by providing accurate and complete registration information, including your business name, contact name, email address, and other required details.

3.2 You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at [email protected] if you become aware of any unauthorised use of your account.

3.3 You may create accounts for End Users within your organisation. You are responsible for ensuring that all End Users comply with these Terms and for any actions they take within the Service.

3.4 You must be at least 18 years of age and a legal resident of the United Kingdom to create an account and use the Service.

4. The Service

4.1 OwlGMS provides a cloud-based garage management software platform designed for UK workshops, MOT centres, and automotive repair businesses. The Service includes features such as digital job cards, workshop scheduling, customer approval workflows, DVSA MOT integration, parts and invoicing management, WhatsApp automation, and reporting tools.

4.2 We will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, excluding planned maintenance and circumstances beyond our reasonable control. We do not guarantee uninterrupted or error-free operation of the Service.

4.3 We may modify, update, or discontinue features of the Service from time to time. We will provide reasonable notice of any material changes that may adversely affect your use of the Service.

4.4 The Service is provided on a software-as-a-service (SaaS) basis. No software is installed on your local systems, and access is provided through a web browser or approved applications.

5. Subscription Plans and Pricing

5.1 The Service is offered under various subscription plans. Details of available plans and their features are provided during the registration process or upon request. The specific plan, features, and fees applicable to your subscription will be set out in your order form or subscription confirmation.

5.2 All prices are stated in pounds sterling (GBP) and are exclusive of VAT, which will be added at the applicable rate.

5.3 We reserve the right to change our pricing with at least 30 days' written notice. Price changes will take effect at the start of your next Subscription Period following the notice.

6. Payment Terms

6.1 Subscription fees are payable in advance on a monthly or annual basis, depending on the billing cycle you select. Annual subscriptions are payable in full at the start of each annual period.

6.2 Payment is due on the date specified in your subscription confirmation. We accept payment by credit card, debit card, and direct debit. All payments are processed securely through our third-party payment provider.

6.3 If any payment is not received by the due date, we reserve the right to:

• Charge interest on overdue amounts at a rate of 4% above the Bank of England base rate, calculated daily.
• Suspend your access to the Service until all outstanding amounts are paid.
• Terminate your account in accordance with Section 12.

6.4 You are responsible for all taxes, duties, and levies applicable to your use of the Service, excluding taxes on our net income.

6.5 Unless otherwise stated, subscription fees are non-refundable. If you cancel your subscription mid-period, you will continue to have access to the Service until the end of the current paid Subscription Period, but no refund will be issued for the remaining period.

7. Acceptable Use

7.1 You agree to use the Service only for its intended purpose of managing automotive workshop operations and related business activities. You must not:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation.
• Upload, transmit, or store any content that is defamatory, obscene, fraudulent, or otherwise objectionable.
• Attempt to gain unauthorised access to the Service, other accounts, or related systems or networks.
• Interfere with or disrupt the integrity or performance of the Service or its underlying infrastructure.
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Service.
• Reproduce, copy, sell, resell, or sublicense any part of the Service without our prior written consent.
• Use the Service to send unsolicited commercial communications (spam).
• Use automated tools, bots, or scripts to access or interact with the Service, except through our approved APIs.
• Remove, obscure, or alter any proprietary notices, labels, or marks on the Service.

7.2 We reserve the right to investigate and take appropriate action against any violation of this section, including suspending or terminating your account and reporting the matter to law enforcement authorities.

8. Intellectual Property

8.1 The Service, including all software, code, design, text, graphics, logos, icons, and other materials, is the exclusive property of OwlGMS Ltd or its licensors and is protected by copyright, trademark, and other intellectual property laws of England and Wales and international treaties.

8.2 Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes during the Subscription Period.

8.3 You retain all ownership rights in your Customer Data. By uploading Customer Data to the Service, you grant us a limited licence to use, process, and store that data solely for the purpose of providing the Service to you.

8.4 We may use anonymised and aggregated data derived from your use of the Service for the purposes of improving the Service, generating industry benchmarks, and other analytical purposes, provided that such data cannot reasonably be used to identify you or your customers.

9. Data Processing and Privacy

9.1 Our collection and use of personal data in connection with the Service is governed by our Privacy Policy, which forms part of this Agreement.

9.2 Where you use the Service to process personal data of your customers (vehicle owners), you act as the data controller and we act as your data processor. We will process such data only in accordance with your documented instructions and applicable data protection law, including UK GDPR and the Data Protection Act 2018.

9.3 We will implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk of processing, taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing.

9.4 We will promptly notify you of any personal data breach that affects Customer Data, and will provide you with sufficient information to enable you to meet your obligations to report such breaches to the Information Commissioner's Office (ICO) and affected data subjects.

9.5 Upon termination of your subscription, we will, at your request, return or delete all Customer Data in our possession within 90 days, unless retention is required by law. You may request an export of your Customer Data at any time during or after your subscription.

10. Warranties and Disclaimers

10.1 We warrant that the Service will be provided with reasonable care and skill and will materially conform to its published documentation.

10.2 Except as expressly set out in these Terms, the Service is provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all other warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

10.3 We do not warrant that:

• The Service will be uninterrupted, timely, secure, or error-free.
• The results obtained from use of the Service will be accurate or reliable.
• The Service will meet your specific requirements or expectations.
• Any errors or defects in the Service will be corrected within a particular timeframe.

10.4 Data retrieved from the DVSA MOT History API is provided by the DVSA and we accept no responsibility for its accuracy, completeness, or timeliness. You should independently verify any information obtained through this integration before relying on it.

11. Limitation of Liability

11.1 Nothing in these Terms excludes or limits our liability for:

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

11.2 Subject to clause 11.1, we shall not be liable to you for any:

• Loss of profits, revenue, business, or anticipated savings.
• Loss of data or damage to data (except as specifically provided in Section 9).
• Loss of goodwill or reputation.
• Indirect, consequential, special, or incidental damages.

11.3 Subject to clause 11.1, our total aggregate liability to you in respect of all claims arising under or in connection with this Agreement shall not exceed the total fees paid by you to us in the 12-month period immediately preceding the event giving rise to the claim.

11.4 You acknowledge that the fees payable under this Agreement reflect the allocation of risk set out in this section and that we would not enter into this Agreement without these limitations.

12. Termination

12.1 You may terminate your subscription at any time by providing written notice to us at [email protected] or through the account settings within the Service. Termination will take effect at the end of your current Subscription Period.

12.2 We may terminate or suspend your access to the Service immediately, without prior notice, if:

• You materially breach these Terms and fail to remedy the breach within 14 days of receiving written notice.
• You fail to pay any fees when due and such failure continues for more than 14 days after written notice.
• You become insolvent, enter administration, or are subject to a winding-up order.
• Your use of the Service poses a security risk or may adversely affect other users.

12.3 Upon termination:

• Your right to access and use the Service will cease immediately.
• You may request an export of your Customer Data within 30 days of termination. We will provide the data in a commonly used, machine-readable format.
• We will delete your Customer Data within 90 days of termination, unless retention is required by law or you have requested an export.
• Any outstanding fees remain payable.

12.4 Sections 8 (Intellectual Property), 10 (Warranties and Disclaimers), 11 (Limitation of Liability), 13 (Indemnification), 14 (Governing Law), and 15 (Dispute Resolution) shall survive termination of this Agreement.

13. Indemnification

13.1 You agree to indemnify, defend, and hold harmless OwlGMS Ltd, its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Service in breach of these Terms.
• Your violation of any applicable law or regulation.
• Your infringement of any third-party intellectual property or other rights.
• Any claim by a third party (including your customers) arising from Customer Data or your use of the Service.

14. Governing Law

14.1 These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

14.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

15. Dispute Resolution

15.1 If a dispute arises under or in connection with these Terms, the parties shall first attempt to resolve the dispute through good-faith negotiation. Either party may initiate negotiations by sending written notice to the other party describing the dispute and proposing a resolution.

15.2 If the dispute is not resolved within 30 days of the initial notice, either party may refer the dispute to mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. The mediation will take place in England, and the parties shall share the costs of the mediator equally.

15.3 Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief from the courts at any time.

16. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, internet or telecommunications failures, power outages, pandemics, strikes, or civil unrest. The affected party shall notify the other party as soon as reasonably practicable and shall use reasonable efforts to mitigate the effects of the force majeure event.

17. General Provisions

17.1 Entire agreement: These Terms, together with the Privacy Policy and any order form or subscription confirmation, constitute the entire agreement between you and OwlGMS Ltd in relation to the Service, and supersede all prior agreements, representations, and understandings.

17.2 Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

17.3 Waiver: No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. A waiver of any right or remedy must be in writing and signed by the party granting the waiver.

17.4 Assignment: You may not assign, transfer, or sublicense any of your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms to any affiliate or successor entity without your consent.

17.5 Third-party rights: These Terms do not confer any rights on any person or party (other than the parties to this Agreement) under the Contracts (Rights of Third Parties) Act 1999.

17.6 Notices: All notices under these Terms shall be in writing and sent to the email address associated with your account or to [email protected] for notices to us. Notices are deemed received on the day they are sent if sent by email during business hours, or on the next business day otherwise.

18. Contact Us

If you have any questions about these Terms of Service, please contact us: