SNAP-ON
TARGET LOAN PROGRAM
WEBSITE TERMS AND CONDITIONS
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE TARGET LOAN PROGRAM WEBSITE
What’s in these terms?
These terms and conditions (the “Website Terms and Conditions”) apply to you as the user of the Target Loan Program site:
https://www.snapon.com/EN/UK/Diagnostics/Products/Sun-EZ-ADAS-Recalibration-System (the “Website”).
Who we are and how to contact us
The Website is a website operated by SNAP-ON U.K. HOLDINGS LIMITED (“we” and “us”). We are registered in England and Wales under company number 02648720 and have our registered office at Telford Way, Telford Way Industrial Estate, Kettering, Northamptonshire, NN16 8SN.
To contact us, please email DiagUKPS@Snapon.com [or telephone our customer service line on 01553 692422
Background
We operate the Target Loan Program that provides users with access to our catalogue of available rental targets to be used in vehicle calibration.
You have entered into the Target Loan Program Subscription Agreement (“Agreement”) with us to become a member of the Target Loan Program in order to place rental orders for targets for use in your own garage(s).
We will provide you with access to the Website to place rental orders for the targets available on the Website.
Access to the Website shall be in accordance with the Website Terms and Conditions.
1 Definitions
1.1 Capitalised terms in the Website Terms and Conditions are defined as follows:
Authorised Users means your employees and any individual contractors who are authorised by you to access and use the Website in respect of the Authorised Site;
Authorised Site means the garage, store or shop operated by you and that is authorised to access and use the Website, as identified in the Contract Details contained in the Target Loan Program Subscription Agreement;
Contract Year means the twelve (12) month period starting on the first day of the Initial Term of the Agreement and each successive twelve (12) month period thereafter;
Customer Data means all data, information, works and materials of any kind which are provided to us by or on behalf of you for the purposes of the provision or management of the Target Loan Program, the Website or any other services provide to you;
EULA means the end user licence agreement set out in Schedule 1, as may be updated by us from time to time;
Excluded Event means:
(i) incompetence, misuse or other error of any user of the Website or erroneous or incorrectly prepared Customer Data;
(ii) failure to access or use the Website in accordance with the Website Terms and Conditions, the Target Loan Program Subscription Agreement, the Web Specification or our instructions;
(iii) any change, addition or variation to the Website or its operating environment outside of our normal procedures made by you or at your request;
(iv) any change, addition, variation or repair to the Website other than those carried out by us;
(v) use of the Website in combination with other systems, software or equipment (or any third party) not approved by us;
(vi) any telecommunications network defect, delay or failure or failure of your hardware or other systems; and/or
(vii) any failure in performance of the Website or its availability caused by matters other than the hardware, software, networks, databases and other information technology equipment owned or controlled by us;
Intellectual Property Rights means all intellectual and industrial property rights, including patents, rights in registered and unregistered trade marks (including domain names), rights in registered and unregistered designs, utility models, trade or business names, confidential information, know-how, database rights, topography rights, passing-off rights, and copyright (including moral rights) or other industrial, intellectual or commercial rights (including rights in any invention, discovery or process), and applications for registration of any of the foregoing, and the right to apply therefore, in each case in any part of the world;
Malicious Software means any software program or code intended to destroy, interfere with, corrupt or have a disruptive effect on program files, data or other information, executable code or application software macros, whether or not its operation is immediate or delayed, and whether such software program or code is introduced wilfully, negligently or without knowledge of its existence;
Website means the website where the Customer may order Targets on a rental basis pursuant to these Terms;
Website Terms and Conditions means these terms and conditions; and
Web Specification means the documentation provided or made available on or within the Website by us, which gives instructions for the Website’s use and describes its functionality, as updated from time to time.
1.2 References to statutes or statutory provisions shall be construed to include references to those statutes or statutory provisions as amended or re-enacted from time to time and shall include any orders, regulations, instruments or other subordinate legislation under them.
1.3 The headings in these Terms are for ease of reference only and shall not in any way affect its construction or interpretation.
1.4 Reference to a party to these Terms shall include its personal representatives, successors in title and permitted assigns.
1.5 The Schedules form part of Website Terms and Conditions and shall be construed and have the same full force and effect as if expressly set out in the main body of the Agreement, save that in the event of a conflict between the main body of the Website Terms and Conditions and the Schedules, the main body of the Website Terms and Conditions shall prevail.
1.6 Unless expressly stated to the contrary in the Website Terms and Conditions:
(i) words denoting the singular include the plural and vice versa, words denoting any one gender include all genders and vice versa, and references to persons include individuals, partnerships, bodies corporate and unincorporated associations;
(ii) a reference to a clause or Schedule is a reference to a clause of or Schedule to the Agreement and a reference to a sub-clause is a reference to a sub-clause of the clause in which the reference appears;
(iii) the words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.
1.7 Words capitalised but not defined in the Website Terms and Conditions shall have the meaning ascribed to them in the Agreement.
By using our Website you accept these terms
2.1 By using our Website, you confirm that you accept the Website Terms and Conditions and that you agree to comply with them.
2.2 If you do not agree to the Website Terms and Conditions, you must not use our Website.
2.3 We recommend that you print a copy of the Website Terms and Conditions for future reference.
There are other terms that may apply to you
3.1 The Website Terms and Conditions refer to the following additional terms and conditions, which also apply to your use of the Website:
(i) Our Privacy Policy. The Privacy Policy also sets out information about the cookies on the Website; and
(ii) The Target Loan Program Subscription Agreement (the “Agreement”) that you entered into with us in order to be granted membership to the Target Loan Program.
Acceptable use of the Website
(i) ensure that only your Authorised Users access the Website;
(ii) not sub-license, transfer, assign or loan your access to the Website or otherwise make it available to or use it to provide services to any third party;
(iii) maintain an accurate list of Authorised Users and provide such list to us promptly upon request;
(iv) ensure that Authorised Users’ access codes are kept secure and confidential;
(v) ensure that the Website is only used in a proper manner and for lawful purposes in accordance with the Website Terms and Conditions and the Agreement by competent, trained Authorised Users;
(vi) procure each Authorised User’s compliance with the Website Terms and Conditions, the Agreement and the EULA;
(vii) be responsible for your own network connections, telecommunications links (including access to the internet) and systems used in relation to the Website and ensure they comply with any requirements specified by us from time to time;
(viii) prevent unauthorised access to the Website and notify us immediately upon becoming aware of any such unauthorised access; and
(ix) comply with all of our policies relating to the use of the Website as notified to you by us from time to time including policies relating to the operation of the Website, security and accessibility.
4.2 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of the Website Terms and Conditions.
4.3 We may suspend your and/or any Authorised User’s access to the Website at any time if we identify a technical, operational or security risk associated with that access.
(i) copy, create derivative works based on, disassemble, decompile or reverse engineer the whole or any part or element of the Website;
(ii) access the Website or any part of it in order to develop a competing product or service;
(iii) use the Website to receive, store or transmit material or data that is obscene, threatening, offensive, discriminatory, defamatory or in breach of confidence, infringes Intellectual Property Rights or other rights, gives rise to any cause of action against us in any jurisdiction or is otherwise unlawful; or
(iv) access, store or transmit any Malicious Software in the course of its use of the Website,
and where we reasonably suspect that there has been a breach of this clause 4.4, we may suspend your and/or any Authorised User’s access to the Website.
For the avoidance of doubt, you and the Authorised Users shall have no rights to access or use the object code or source code of the Website.
You may from time to time request an increase in or a substitution of Authorised Users and, where agreed by us in writing, the Authorised Users for the Authorised Site shall be given access and use of the Website in accordance with the Website Terms and Conditions and the Agreement. The right for any Authorised Users at any Authorised Site in relation to which a substitution has been made to access or use the Website shall immediately cease upon such substitution to the new Authorised User.
5.1 We warrant that the Website will perform substantially as described in the Web Specification.
5.2 Notwithstanding clause 5.1, we do not warrant or represent that the Website will be:
(i) free from faults, interruptions or errors;
(ii) available 100% of the time; or
(iii) compatible with any devices or software not specifically identified as compatible in the Web Specification.
5.3 We shall have no liability under clause 5.1 or otherwise where the failure arises as a result of any Excluded Event.
5.4 We shall have no responsibility or liability for any problems, delays, or any other loss or damage relating to or resulting from the network connections or telecommunications links from your systems to the Website, including the internet, and you acknowledge that the Website may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5.5 You accept responsibility for the selection of the Website to meet your requirements and to achieve the intended results.
5.6 Any service activation or performance dates given by us are given in good faith but are estimates only and time shall not be of the essence in respect of them.
We may make changes to these terms
We may amend the Website Terms and Conditions from time to time. Every time you wish to use our Website, please check to ensure you understand the Website Terms and Conditions that apply at that time.
We may make changes to our Website
We may update and change our Website from time to time. We will try to give you reasonable notice of any major changes.
8. We may suspend or withdraw our Website
8.1 Our Website is made available pursuant to the Website Terms and Conditions and the Agreement that governs your membership of the Target Loan Program.
8.2 We do not guarantee that our Website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
We may transfer this agreement to someone else
We may transfer or assign our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Agreement.
Our Website is only for users in the UK
Our Website is directed to people residing in the United Kingdom. We do not represent that content available on or through our Website is appropriate for use or available in other locations.
How you may use material on our Website
11.1 We are the owner or the licensee of all Intellectual Property Rights in our Website, and in the material published on it.
11.2 Notwithstanding any other provision of the Agreement, all Intellectual Property Rights in the Website and Web Specification or arising from the services provided in the Agreement or any other services provided by or on behalf of us (“Snap-on IPRs“) belong to us and/or (where relevant) our licensors exclusively and you shall have no rights in relation to them other than the limited rights of access and use granted in accordance with the Website Terms and Conditions and the Agreement. If notwithstanding this, any Snap-on IPRs are acquired by you (including any new Snap-on IPRs) you hereby assign all such Snap-on IPRs to us.
11.3 You shall own all rights, title and interest in and to all of Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Data.
We warrant that your use of the Website and the Web Specification (excluding for the avoidance of doubt any Customer Data), in accordance with the Website Terms and Conditions will not so far as we are aware infringe any third party’s Intellectual Property Rights in the United Kingdom.
11.5 The provisions of clause 11.4 above shall not apply to a claim which is attributable to an Excluded Event.
11.6 If we consider any claim or allegation may be made that your use of the Website and/or the Web Specification may infringe any third party’s Intellectual Property Rights, we may at its sole option:
(i) procure for you the right to continue using the Website and/or the Web Specification (or any part thereof) in accordance with the Website Terms and Conditions and the Agreement;
(ii) modify or replace the Website and/or the Web Specification so that it ceases to be infringing; or
(iii) terminate the Agreement immediately by notice in writing to you and refund the subscription fees paid by you as at the date of termination (less a reasonable sum in respect of your use of the Website to the date of termination),
and this clause 11 states your sole and exclusive remedies in respect of any such claim or allegation.
Termination
12.1 You may, within ninety (90) days of termination or expiry of the Agreement, request in writing to us a copy of the last available back-up of the Customer Data held by us, and we shall at your expense use our reasonable endeavours to provide such back-up.
We are not responsible for websites we link to
13.1 Where our Website or Web Specification contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
Our responsibility for loss or damage suffered by you
14.1 Subject to clauses 14.2 and 14.4, our total aggregate liability, however caused, in respect of all claims arising in any Contract Year, shall be limited to a sum equal to 100% of the Subscription Fees paid in respect of such Contract Year.
14.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
14.3 Except as expressly set out in the Website Terms and Conditions all warranties, conditions, terms and liabilities express or implied, statutory or otherwise, on our part, in respect of compliance with descriptions, the quality or the fitness for purpose of the Website and the Web Specification are excluded except to the extent such exclusion is prohibited or limited by law.
14.4 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
(i) use of, or inability to use, our Website; or
(ii) use of or reliance on any content displayed on our Website or in the Web Specification;
(iii) loss of profits, sales, business, or revenue;
(iv) business interruption;
(v) loss of anticipated savings;
(vi) loss of business opportunity, contracts, goodwill or reputation; or
(vii) any indirect or consequential loss or damage.
How we may use your personal information
We will only use your personal information as set out in our Privacy Policy.
Viruses
16.1 We do not guarantee that our Website will be secure or free from bugs or viruses.
16.2 You are responsible for configuring your information technology, computer programmes and platform to access our Website. You should use your own virus protection software.
16.3 You must not misuse our Website by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, the server on which our Website is stored or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.
General
17.1 Except as otherwise stated, no provision of the Agreement shall be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
17.2 Any failure to exercise or delay by a party in exercising a right or remedy arising in connection with the Agreement or by law shall not constitute a waiver of such right or remedy or of any other rights or remedies.
17.3 The invalidity, illegality or unenforceability of a provision of this Agreement does not affect or impair the continuation in force of the remainder of this Agreement.
GOVERNING LAW AND CHOICE OF JURISDICTION:
These Website Terms and Conditions, their formation (and any non-contractual disputes or claims) are governed by English law. You irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.
End User Licence Agreement
PLEASE READ CAREFULLY
YOU SHOULD CAREFULLY READ THE FOLLOWING AGREEMENT BEFORE USING THE SNAP-ON WEBSITE. THIS “EULA” IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”) AND SNAP-ON U.K. HOLDINGS LIMITED INCORPORATED AND REGISTERED IN ENGLAND AND WALES WITH COMPANY NUMBER 02648720 WHOSE REGISTERED OFFICE IS AT TELFORD WAY, TELFORD WAY INDUSTRIAL ESTATE, KETTERING, NORTHAMPTONSHIRE, NN16 8SN (“SNAP-ON”, “US” OR “WE”).
IMPORTANT NOTICE TO ALL USERS
By using our Website, you confirm that you accept this End User Licence Agreement and that you agree to comply with this End User Licence Agreement.
If you do not agree to the terms of this End User Licence Agreement, you must not use our Website.
DEFINITIONS
Capitalised terms in this EULA are defined as follows:
Customer means the entity which has contracted with us to allow you to access and use the Website;
Web Specification means the documentation provided or made available on or within the Website by Snap-on that gives instructions for the Website’s use and describes its functionality, as updated from time to time by Snap-on;
Website means the site where you may place rental orders pursuant to the Target Loan Program Subscription Agreement and the Customer’s membership of the Target Loan Program.
LICENSE
Subject to this EULA, you are hereby granted a non-exclusive, revocable, limited, non-transferable, non-sublicensable license to access and use the Website and Web Specification in the UK, solely for the Customer’s internal business purposes.
Your licence under this EULA is subject to the Customer authorising your use and access to the Website and Web Specification.
OWNERSHIP
The Customer acknowledges that the Website and the Web Specification, the know-how relating to the Website and Web Specification, and the programs, processes and information contained or embodied therein, are confidential and constitute valuable property of Snap-on or other parties from whom Snap-on has obtained marketing and/or license rights. You will take no action in derogation of such property rights. You shall not rent, lease, loan, sell, sublicense, translate, merge, adapt, vary, modify, grant a security interest in or otherwise transfer any rights in or to the Website. You further acknowledge that all copyright, patent, trademark, trade secret and other intellectual property rights in the Website and Web Specification are and shall remain the exclusive property of Snap-on and/or such other parties, and your use of the Website and Web Specification under this EULA shall not operate to modify or abridge such rights in the Website and Web Specification nor create for you or the Customer any right in the Website or Web Specification, except the limited license granted to you under this EULA.
You will not remove or modify any proprietary notices of Snap-on and/or other person or entity on the Website or any results generated by the Website or any related user materials.
Restrictions on use:
you may only use the Website supplied to the Customer for ordinary day-to-day business of the Customer.
Except as otherwise provided herein, you have (and the Customer has) no rights in the Website (including source code) and you agree that you will not, nor will you permit anyone else to, modify, tamper with, copy, disclose, disseminate, create any derivative work or translate any version of the Website or any portion of it, or create or attempt to create, or permit others to create or attempt to create, by reverse engineering, disassembling, unobfuscating, reformatting or otherwise, the source code for all or any part of the Website.
Your use of the Website must at all times comply with all applicable laws.
Your rights to use the Website shall not be assigned, licensed or otherwise transferred to a successor, affiliate or any other person, firm, corporation or other organisation (including the Customer or any agent of the Customer), voluntarily, by operation of law, or by merger, other amalgamation, de-merger, split-up, spin-off, transfer or contribution of business or universality of assets and liabilities or in any other manner without the prior written consent of Snap-on, which consent shall be at the sole option of Snap-on. Any actual or attempted assignment, license or transfer of your rights, duties or obligations under this EULA without such consent is void, and Snap-on may, at its option, immediately terminate this EULA for default.
You must not use the Website to receive, store or transmit material or data that is obscene, threatening, offensive, discriminatory, defamatory or in breach of confidence, infringes intellectual property rights or other rights, gives rise to any cause of action against Snap-on in any jurisdiction or is otherwise unlawful.
You agree that you will never share any password or log-in details to the Website with any third party.
You agree to comply with all of Snap-on’s policies relating to the use of the Website as notified to you by Snap-on from time to time including policies relating to the operation of the Website, security and accessibility.
DEFAULT AND REMEDIES
If you attempt to modify, copy, disclose, disseminate or translate or otherwise use the Website or the Web Specification or any substantial portion of either in a manner contrary to this EULA or takes any action (or permits any action to be taken) which could jeopardise the validity of the intellectual property rights in the Website or the Web Specification, or otherwise breaches any obligation regarding confidentiality, proprietary information or intellectual property, whether the rights are explicitly stated herein, determined by law, or otherwise, Snap-on shall have, and you agree, in addition to any other remedy, the right of injunctive relief, you hereby acknowledge that other remedies are inadequate.
WARRANTY AND EXCLUSION OF OTHER WARRANTIES
Snap-on gives no representations, warranties, conditions or other terms, express or implied, relating to the performance, quality or fitness of purpose of the Website other than as set out in the EULA. Any condition, warranty, representation or other term concerning the supply of the Website which might otherwise be implied into, or incorporated in, this EULA whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
This EULA constitutes a pure business to business relationship (being that you are an agent of the Customer) and therefore no consumer statutory rights shall apply
We may terminate this EULA immediately by written notice to you (which may take the form of revoking your access rights to the Website) if you:
commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; or
cease to be authorised by the Customer to access and use the Website.
This EULA shall terminate automatically if the Customer ceases to have the rights to use or access the Website.
On termination for any reason:
all rights granted to you under this EULA shall cease; and
you must immediately cease all activities authorised by this
UPDATES TO THIS EULA
We may update the terms of this EULA at any time on notice to you by posting an updated version of the EULA on the Website. Your continued use of the Website following the deemed receipt and service of the notice under this clause shall constitute your acceptance to the terms of this EULA, as varied. If you do not wish to accept the terms of the EULA (as varied) you must immediately stop using and accessing the Website on the deemed receipt and service of the notice to update this EULA.
You have no right to amend or vary this EULA, except with our prior written approval.
EXCUSABLE DELAY
Snap-on shall not be liable for delays in performance due to any cause reasonably beyond its control including, but not limited to, those caused by fire, flood, explosion, accident, unavailability of parts or materials, energy shortage, epidemic, pandemic labour trouble, war, inclement weather, sabotage or law or government regulation.
WAIVER
No delay by either party in exercising any right, power or remedy under this EULA shall operate as a waiver thereof, or shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise of that or any other right, power or remedy.
EXPORT REGULATIONS
Access to the Website may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export or import as may be required after deliver to you.
ASSIGNMENT
We shall be entitled to assign, novate, charge, sub-contract or declare a trust over all or any of its rights and obligations under the EULA and in particular Snap-on may exercise rights and perform any obligations under this EULA through an affiliate. You shall enter into any documentation reasonably required by Snap-on in order to effect any such transfers to third parties.
THIRD PARTY RIGHTS
Except pursuant to clause 10, no provision of the EULA shall be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
GOVERNING LAW AND CHOICE OF JURISDICTION
This EULA, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.
SEVERABILITY
The invalidity, illegality or unenforceability of a provision of this EULA does not affect or impair the continuation in force of the remainder of this EULA.
HOW WE MAY USE YOUR PERSONAL INFORMATION
Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Website and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided on Snap-on’s Privacy Policy and it is important that you read that information.
ENTIRE AGREEMENT
This EULA constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this EULA. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this EULA.
WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO
Where the Website or Web Specification contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or recourses. We assume no liability in respect of links to other sites or recourses.
