Garage network agreement terms and conditions (August 2021)

1. Scope of and definitions
   1. This is a legal and binding agreement between you (“Garage”) and Jackfinder Oy (“Supplier”).
   2. By registering for Jackfinder’s Services (“Services”) on our website at GaragesNear.me (“Website”), you agree to be bound by these general terms and conditions until this agreement is terminated.
   3. Unless otherwise specified below, Jackfinder Oy’s general terms and conditions shall apply to the services (“Services”) provided hereunder, a copy of these is available upon request.
   4. The agreement shall be valid when the Garage’s registration on the Website has been confirmed by the Supplier to the Contact.
2. The Services
   1. The Services include but are not limited to :
      1. The listing of the Garage as a member of the Supplier’s UK garage network
      2. Advertising and marketing of the Garage to attract motorists (“Motorists”) to visit the Website and book car services and related work
      3. Displaying the Garage’s details including address and location to visitors to Website
      4. Using any data provided by the Garage to calculate priced quotations for visitors to the Website or to use the Supplier’s estimated market rates where no data is provided
      5. Enabling bookings from the Website by visitors wishing to undertake required work on their vehicles using availability or booking lead time data provided by the garage or default availability data where none is provided by the Garage
   2. The Supplier reserves the right to vary or change the Services or the means of delivering the Services at its discretion and without notice or consultation but will use reasonable endeavours to communicate any significant changes to the Garage.
   3. The Supplier has the right to stop provision of the Services immediately after terminating this agreement.
3. Supplier obligations
   1. The Supplier agrees to deliver the Services in accordance with the terms and conditions of this agreement.
   2. The Supplier shall use reasonable endeavours to comply with any specified delivery dates regarding the commencement of the Services but no liability shall be incurred or compensation due for late or non-delivery of any Services at any time.
4. Garage Obligations
   1. The Garage agrees to respond to Motorists referred under the Services in a timely, polite and professional manner.
   2. The Garage agrees to use Original Equipment (OE) or suitable ‘matching quality’ components and ensure work is undertaken by suitably qualified, skilled and experienced staff.
   3. The Garage agrees to work to manufacturer service schedule requirements where possible.
   4. The Garage agrees at all times to maintain suitable business insurance including employer’s liability as required by law and public liability cover to a minimum of £1,000,000.
   5. The Garage agrees to manage the Services via the Website or such other means as communicated by the Supplier including setting its prices, charges and workshop availability promptly and accurately.
   6. The Garage agrees to identify a named contact person (“Contact”) to help ensure the smooth operation of the working relationship with the Supplier
   7. The Garage shall be solely responsible for meeting all local legislative and environmental requirements and shall solely bear any associated costs or other business costs and charges
   8. For the avoidance of doubt the Garage is solely responsible for agreeing the scope of work with the Motorist and for completing it to acceptable timescales and standards and agrees to make reasonable endeavours to rectify any shortcomings or defects identified and found to be fair promptly and at its own expense.
   9. The Supplier shall be entitled at its sole discretion to suspend the provision of the Services in the event of any breach of the Garage Obligations unless or until such breach is remedied and notified as remedied in writing
5. Intellectual property rights
   1. Copyright and other intellectual property rights as well as title in and to the Services and software, documentations and other materials utilised or delivered to the Garage or generated during the performance of Services, and all modifications, alterations, enhancements and changes thereof (jointly "Deliverables’'), shall at all times belong to the Supplier irrespective of whether or not such material has been created in co-operation between the parties. Title to all copies of the Deliverables shall also belong to the Supplier. The Garage shall have the right to use Services during the term of this Agreement.
6. Fees and Terms of Payment
   1. The fee for the Services is a commission fee of 10% of the total net value of the referred work calculated by the Website at the point of booking. Where additional work is undertaken by the Garage for the Motorist, for example in rectifying defects found during service or MOT work, no fee shall be charged on this additional work.
   2. The terms of payment shall be fourteen (14) days net from the date of invoice. The Supplier reserves the right to charge interest on late payment in accordance with the Finnish Interest Act (20.8.1982/633). All payments are non-refundable.
   3. The Supplier may change prices or fees upon thirty (30) days prior written notice to the Garage and the new prices or fees shall apply only to subsequent invoices. If the Garage does not accept the new fees they can choose not to accept further work or to terminate the agreement but where work is accepted by the Garage the new fees and prices shall apply.
   4. The Supplier shall be entitled to suspend the provision of the Services in the event of late payment by the Garage and will only re-commence providing the Services once cleared funds have been received in full payment from the Garage.
   5. Value added tax (VAT) shall be added to the prices quoted to Motorists on the website and the Supplier may add them to the fees as required.
7. Warranties
   1. The Supplier provides the services on an "as is’’ and "as available” basis. The Supplier’s liability for errors and defects in the services and the Garage’s sole and exclusive remedies, shall be limited to the performance of obligations under this agreement. Except as required by the mandatory provisions of law, there are no other warranties, express or implied, by operation of law or otherwise. The supplier expressly disclaims any implied warranties of fitness for a particular purpose and satisfactory quality.
8. Confidentiality
   1. Each party shall keep in confidence all material and information received from the other party and marked as confidential or which should be understood to be confidential. A party shall have the right to use such material and information only for the purposes set forth in this agreement. The confidentiality obligation shall, however, not be applied to material and information that: (a) is generally available or otherwise public; (b) the party or its affiliated company has received from a third party without any obligation of confidentiality; © was in the possession of the receiving party or its affiliated company prior to receipt of the same from the other party without any obligation of confidentiality related thereto; (d) a party or its affiliated company has developed independently without using material or information received from the other party; or (e) a party or its affiliated company must disclose pursuant to a law, decree, or other order issued by the competent authorities or judicial order.
   2. Each party shall cease using confidential material and information received from the other party promptly upon termination of the agreement or when that party no longer needs the material or information in question for the purpose stated in the agreement and, unless the parties separately agree on the destruction of such material, return the material in question (including all copies thereof). Each party shall, however, be entitled to retain the copies required by law or regulations.
   3. The Supplier is entitled to use the professional skills and experience acquired in connection with the delivery of the Services.
   4. The rights and obligations pursuant to this clause 8 shall remain in force after the expiration, termination or cancellation of the agreement.
9. Force majeure
   1. Except for payment obligations, neither party shall be liable to the other for loss, damage, or delay in work caused by an impediment beyond its control which that party could not have taken into account at the time of the conclusion of the agreement, and whose consequence it could not have reasonably avoided or overcome including, but not limited to war, riot, the act or order of any competent civil or military authority, strikes, unauthorized work stoppage or by fire, flood (“Force Majeure Event”). Strike, lock-out, boycott and other industrial action shall constitute a Force Majeure Event also when the party concerned is the target or a party to such an action.
   2. A Force Majeure Event suffered by a subcontractor of a party shall also discharge such a party from liability if subcontracting from another source cannot be made without unreasonable costs or a significant delay.
   3. Either party shall inform the other party of a Force Majeure Event in writing without delay. The party shall correspondingly inform the other party of the cancellation of the Force Majeure Event.
10. Infringements of intellectual property rights
    1. The Supplier shall at its own expense defend and indemnify the Garage against claims and actions that the Services infringe any of the intellectual property rights of a third party, provided that the Garage notifies the Supplier promptly in writing of such claims, and permits the Supplier to defend or settle the claims, and gives the Supplier all necessary information and assistance available and all necessary authorisations.
11. Term and Termination of the agreement
    1. This agreement shall be valid until terminated.
    2. Either party shall have the right to terminate this agreement upon 30 days written notice to the other party without either party having the right to claim damages for such termination.
12. Damages and limitation of liability
    1. The Supplier shall be liable under this agreement for direct damages caused by Supplier’s negligence and proven by the Garage not, however, exceeding the value of the fees paid by the Garage under this agreement.
    2. In no event will either party be liable for any indirect, incidental or consequential damages or expenses, including but not limited to loss of profits and lost savings, or for the loss of, damage to, or alteration of data or data files of the other party due to any cause and the resulting damages and expenses incurred, such as expenses based on the re-creation of data files, even if the party has been advised of the possibility of such damages.
    3. The limitation of liability shall not apply to death or personal injury, damages caused by wilful conduct, gross negligence. The limitation of liability shall also not apply to damages caused by the transfer, copying, or use of software contrary to law or the terms of the agreement, or damages caused by a breach of export restrictions relating to the services or technical information
13. Governing law; settlement of disputes
    1. This agreement shall be governed by the laws of Finland excluding its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods, done at Vienna April 11, 1980, is excluded.
    2. All disputes arising out of or in connection with this agreement and/or the formation thereof shall be resolved by arbitration under the rules of the board of arbitration of the central chamber of commerce of Finland. The arbitration tribunal shall consist of one (1) arbitrator. The arbitration proceedings shall take place in Helsinki, Finland. The arbitration shall be conducted and the arbitration award shall be given in Finnish or, if the Garage is not a Finnish company, in English.
14. Assignment of the agreement
    1. Neither party shall have the right to assign this agreement without the prior written consent of the other party. The Supplier may, however, assign this agreement to its affiliated company or to a third party to whom business subject to this agreement is transferred. The Supplier may further assign its receivables under this agreement to a third party.