Terms and Conditions of Use

Motornomic Usage Terms

This Terms and Conditions of Use document (“Agreement”) constitutes a legally binding agreement between Motornomic Ltd (“Motornomic”, “we”, “us”, or “our”) and you (“you” or “your”). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

By accessing, using, or subscribing to the Motornomic platform, products, services, or associated content (collectively, the “Services”), you agree to be legally bound by this Agreement from the earliest date of access, use, or acceptance (the “Effective Date”). If you do not agree to these terms, you must not use or access the Services.

1. Definitions

1.1 Motornomic

Motornomic Ltd (Company No. 16068235), registered at 4 The Stables, Brook Farm, Northampton Road, Cosgrove, MK19 7BB, United Kingdom.

1.2 Services

Includes Motornomic's digital platform, Work Provision Module, Invoice Factoring, Marketplace, Sustainability Reporting, Procurement Reporting, Partner Network Repairs, Vehicle Hire, and other integrations and tools.

1.3 Motornomic Property

All intellectual property, software, APIs, dashboards, reports, and tools owned or licensed by Motornomic.

1.4 Company Data

Data submitted by you, including job data, invoices, customer details, compliance documents, and financial records.

1.5 Work Provider

Insurers, warranty providers, fleet operators, and other entities who allocate jobs through Motornomic.

1.6 Garage User

Garages, repairers, or related businesses using the platform.

1.7 Third-Party Aggregator

External platforms integrated with Motornomic (e.g. Audatex, 1link, GT Motive, Digital Innk).

1.8 Results

Reports, summaries, job allocations, invoices, and analytics generated by the Services.

1.9 Direct Debit Setup

Mandatory financial authorisation for fee collection.

1.10 Aggregated Data

Anonymised user data combined for analytics and improvement.

1.11 Additional Agreement

Separate agreements required for certain modules or services.

1.12 Portal Content

Templates, forms, reports, or content provided via the Motornomic platform.

1.13 IPR (Intellectual Property Rights)

Includes trademarks, copyrights, patents, and proprietary rights.

1.14 User Data

Data related to your account activity, preferences, and platform usage.

2. Access, licence, and scope

2.1 Licence grant

You are granted a non-exclusive, non-transferable, revocable licence to use the Services for your internal business purposes.

2.2 Prohibited uses

You must not:

• Sell or sublicense the Services

• Reverse engineer or adapt the platform

• Circumvent payment or commission models

• Use automation or scripts to scrape or misuse the platform

• Access the source code or backend infrastructure

2.3 Conditions of use

You must:

• Maintain valid insurance documentation (min. £5m cover)

• Maintain active Direct Debit mandates for any paid services

• Adhere to all payment, commission, and fee terms

3. Additional agreements

3.1 Requirement for additional agreements

Certain Motornomic services — including but not limited to Invoice Factoring, Partner Network Repairs, and advanced modules — may require you to enter into separate terms or agreements (“Additional Agreements”) in order to access or use those specific services.

3.2 Precedence of additional agreements

In the event of a conflict between this User Agreement and any applicable Additional Agreement, the terms of the Additional Agreement shall prevail only in relation to the specific service or module it governs.

3.3 Conditional access

Access to some features, tools, or integrations within the platform may be conditional upon your acceptance of relevant Additional Agreements. If you do not accept those terms, your access to the affected module or service may be restricted.

4. User obligations & compliance

4.1 Insurance and compliance

Maintain valid Public and Employer's Liability Insurance and comply with all applicable laws and standards.

4.2 Aggregator usage declaration

You must disclose the use of Third-Party Aggregators and maintain relevant contracts.

4.3 Accuracy of data

You’re responsible for ensuring all submitted Company Data is accurate and lawful.

4.4 Anti-bribery and legal compliance

You agree to comply with all applicable laws, including export controls and anti-bribery legislation.

4.5 Authority

If signing on behalf of a company, you confirm you have full authority.

5. Third-party services & integrations

5.1 Aggregator integrations

Motornomic integrates with a range of third-party platforms and systems, including but not limited to Audatex, 1link, GT Motive, and Digital Innk (“Third-Party Aggregators”). These integrations are provided strictly on an "as-is" and "as-available" basis and may not be continuously available or error-free.

5.2 Limitation of liability

Motornomic makes no warranties and assumes no liability regarding the accuracy, completeness, reliability, or performance of any Third-Party Aggregator, including data accessed or processed via such integrations.

5.3 User responsibility

You are solely responsible for maintaining and managing your contractual relationships with any Third-Party Aggregator. This includes ensuring your compliance with their respective terms of use and any licensing or service obligations related to those third-party systems.

6. Proprietary rights, portal content & results

6.1 Ownership

All intellectual property and Motornomic platform elements are owned by Motornomic.

6.2 Restrictions

You may not copy, distribute, modify, or create derivative works from Motornomic Property or Portal Content.

6.3 Content rights

Motornomic retains all IPR in content, templates, and reports provided through the platform.

7. Data rights & aggregation

7.1 Ownership and licence

You retain ownership of your Company Data, but grant Motornomic a global, royalty-free licence to process it to provide the subscribed services.

7.2 Aggregated data

Motornomic owns all rights to anonymised, aggregated data used for analysis, benchmarking, and product improvement.

8. Fees, commissions, payments & direct debit

8.1 Commissions

Garage Users must pay commission fees on referred work. Details are provided separately.

8.2 Direct Debit

A valid Direct Debit mandate is required for payments.

8.3 Factoring fees

Factoring carries clearly stated, non-refundable fees.

8.4 Non-payment

Failure to pay may result in interest, suspension, or termination.

9. Confidentiality & security obligations

9.1 Confidentiality

You and Motornomic agree to keep all exchanged sensitive information confidential.

9.2 Permitted disclosure

Only to authorised personnel or where legally required.

9.3 Breach notification

Notify Motornomic immediately of any breach.

10. Security measures & breach notification

10.1 Security

Motornomic applies robust security standards including encryption and access controls.

10.2 Breach notification

Motornomic will inform you promptly of any data breach, in accordance with UK GDPR.

10.3 Audits

You may request evidence of our data protection protocols.

11. User data, feedback & suggestions

11.1 Data use

User Data is processed according to our Privacy Policy.

11.2 Feedback

All feedback or suggestions you submit may be used freely by Motornomic without compensation.

12. Warranties, disclaimers & no guarantees

12.1 No warranties

All Services are provided "as is" without guarantees or implied warranties.

12.2 Third-party disclaimer

Motornomic disclaims responsibility for data accuracy from third-party aggregators.

12.3 No guarantees

We do not guarantee job allocations, approvals, or uninterrupted platform access.

13. Limitation of liability

13.1 Cap on liability

Our liability will not exceed the fees paid by you in the last 3 months.

13.2 Exclusions

We’re not liable for indirect, special, or consequential damages.

13.3 Third-party acts

Motornomic is not liable for the acts or failures of third parties.

14. Indemnification

You agree to indemnify Motornomic from any claim or loss resulting from:

• Breach of this Agreement

• Submission of inaccurate data

• IP infringement

• Legal or regulatory violations

• Failure to pay agreed fees

15. Force majeure

Motornomic is not liable for any failure caused by circumstances beyond our control, including natural disasters, cyberattacks, or regulatory changes.

16. Assignment & change of control

16.1 Assignment by Motornomic

Motornomic reserves the right to assign or transfer this Agreement, in whole or in part, at any time and without restriction. This includes transfer in the event of a merger, acquisition, sale of assets, or other business restructuring.

16.2 Restrictions on user assignment

You may not assign, transfer, or sublicense any of your rights or obligations under this Agreement without Motornomic’s prior written consent. Any attempted assignment without such consent shall be null and void.

17. Marketing & reference usage

You grant Motornomic the right to use your company name and logo in case studies or marketing materials unless you opt out in writing.

18. Term, termination & survival

18.1 Term

This Agreement remains in effect unless terminated.

18.2 Termination for breach

Motornomic may terminate your access if you violate these terms.

18.3 Termination for convenience

Either party may terminate with 30 days’ notice.

18.4 Post-termination

All licences end, fees must be paid, and data may be deleted within 30 days.

18.5 Survival

Sections on liability, confidentiality, data rights, and law survive termination.

19. Notices & communication

19.1 Notice requirements

Notices must be sent in writing by email or certified mail.

19.2 Contact information

Motornomic Ltd, 4 The Stables, Brook Farm, Northampton Road, Cosgrove, MK19 7BB, United Kingdom

Email: info@motornomic.io

20. Modifications

20.1 Updates

We may modify this Agreement with 30 days’ notice.

20.2 Acceptance

Continued use of the platform constitutes acceptance of updated terms.

21. Governing law & jurisdiction

21.1 Law

This Agreement is governed by the laws of England and Wales.

21.2 Jurisdiction

Disputes will be resolved in the courts of England and Wales.

21.3 Class action waiver

You waive the right to participate in class actions.

22. Entire agreement

22.1 Comprehensive agreement

This Agreement is the full understanding between you and Motornomic.

22.2 No reliance

You confirm no reliance on statements outside this Agreement.

22.3 Severability

If one clause is invalid, the others remain in force.

22.4 Waiver

Failure by Motornomic to enforce any right or provision under this Agreement shall not constitute a waiver of that right or provision. By accessing or using Motornomic Services, you confirm that you have read, understood, and agree to be bound by all terms set out in these Terms and Conditions of Use.