Acceptable Use Policy: MOT Juice’s acceptable use policy in force from time to time and made known to the Client and all Authorised Users available via the EULA or such web address or sign-on gateway notified by MOT Juice from time to time.
Acceptance Date: The date ending the Trial Period and on which the Client accepts the Service [in writing].
Account Administrator: The nominated representatives of the Client (being employees, third parties, agents or independent contractors) as set out in the Service Order or as agreed between the parties from time to time, entitled to manage the Authorised User accounts and escalate queries to MOT Juice including under any applicable Support Agreement.
Additional Fees: The additional Fees payable to MOT Juice by the Client for services requested by the Client outside the scope of the original Project Proposal or as set out in the relevant Service Order, such as on-site training or set-up, or as agreed in writing from time to time.
Affiliate: Any business entity from time to time controlling, controlled by, or under common control with, either party.
Asset Library: The secure file storage provided to the Client as part of the Service where it may keep Input Material, Output Material or other materials for use with the Service.
Authorised Examiner Consultant (AEC): A consultant Authorised Examiner role undertaken by MOT Juice for the Client, in order to engage with the DVSA including in relation to accessing DVSA systems and data, on behalf of the Client.
Authorised Users: Those employees, sub-contractors or agents of the Client who are authorised by the Client to use the Service and the Documentation, including DVSA authorised testers and technicians.
Background IP: All Intellectual Property in pre-existing Software code or other forms of IPR owned and developed by MOT Juice in the Software or Service (including, for the avoidance of doubt, in the non-bespoke elements of the Services used in support of other client projects) together with any additional software code or other IPR created by MOT Juice for the Client or in connection with the Project Proposal which further develops, enhances or refines the Background IP, and other IPR owned by or licensed to MOT Juice and which may be accessible by the Client or Authorised Users through use of the Service, except for the Foreground IP, Input Material or Open Source Software;
Business: Means MOT Juice’s software-based MOT quality management, training and administration services, including the Service.
Business Day: A day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Change of Control: The beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
Client Templates: The templates created or uploaded by MOT Juice, including template websites, which may incorporate Input Material, for use by the Client with the Service which MOT Juice licences the Client to use under this Agreement as Output Material.
Commencement Date: The date of the appropriate Service Order.
Confidential Information: Information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 13.6.
Control: A business entity shall be deemed to "control" another business entity if it owns, directly or indirectly, more than 50% of the outstanding voting securities or capital stock of such business entity, or any other comparable equity or ownership interest with respect to a business entity other than a corporation.
Data Protection Legislation: The UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.
Data Retention Fees: The fees included in the Subscription Plan or otherwise payable by the Client to MOT Juice in relation to the Authorised User data or records held or accessed via the Service.
Documentation: The user documents made available to the Client by MOT Juice online at https://www.motjuice.co.uk/frequently-asked-questions and the resources and downloads at https://www.motjuice.co.uk/resources or such other locations notified by MOT Juice to the Client from time to time, and the appropriate Project Proposal, which sets out a description of the Services and the user instructions for the Services.
DVSA: The UK Driver and Vehicle Licensing Agency.
End User Licence Agreement (EULA): The MOT Juice User Terms and Conditions regulating Authorised Users’ and Account Administrators’ access to and use of the Service and Documentation as amended from time to time. You can find the most recent MOT Juice EULA agreement online at https://www.motjuice.co.uk/end-user-licence-agreement
Fee: The Initial Term and other licence fees payable by the Client to MOT Juice under Clause 10 and as set out in a relevant Subscription Plan, and including the Authorised User Fees as applicable, or any Additional Fees agreed by the parties or as set out in the relevant Service Order.
Foreground IP: All Intellectual Property Rights in the bespoke elements of the Service created by MOT Juice exclusively for the Client and including any Input Material provided by the Client but excluding any rights in Third-Party IP and Open Source Software.
Initial Term: The initial term of this Agreement as set out in the Service Order, during which MOT Juice makes the Service available to the Client and the Client shall pay the Fees, which term commences on the Acceptance Date.
Input Material: All documents, diagrams, images, video, trademarks, data or test results, information and materials provided by the Client, or Authorised Users, relating to the Services (including any third-party materials or Third-Party IP) or as part of the Client’s use of the Service (including materials stored in the Client’s Asset Library), including any information derived from such information, computer programs, data, reports and specifications and such other material applicable and necessary to the proper provision of the Services, including third-party and any Client DVSA feeds, or in accordance with a Project Proposal, or stored in the Client’s Asset Library.
Intellectual Property Rights (IPRs): Patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
IPR Claim: Any claim made against the Client and/or any Authorised User for actual or alleged infringement of a third-party’s Intellectual Property Rights, and/or breach of confidentiality arising out of, or in connection with, the supply of the Service and/or the use of the Background IP, and/or any Foreground IP, Template materials and/or Third-Party IP introduced by MOT Juice.
MOT: The UK ministry of transport vehicle roadworthiness, safety and emissions test.
Normal Business Hours: On Business Days 09:00 to 17:00 Monday to Thursday and 09:00 to 16.30 Friday (all local UK time).
Open Source Software: Open-source software comprised in the Service which is not owned or controlled by MOT Juice, but which is freely available for redistribution (such as source libraries or plugins).
Output Material: The materials created by the Client or Authorised Users as a result of using the Service, which may comprise Input Material, Background IP, Foreground IP, Templates, Third-Party IP and Open Source Software.
Renewal Period: The period described in Clause 16.1.
Service: Some or all of the of Vehicle Testing Station quality management tools and MOT compliance software, MOT tester Annual Training, MOT Tester Continuous Professional Development training, MOT tester annual assessments and an online MOT booking and management tool (comprising customer booking widget for client’s website and/or customer facing website portal and/or MOT booking management diary) – software as a service product provided by MOT Juice to the Client under this Agreement and as more particularly described in the Documentation.
Service Order: The agreed service order that relates to the Client’s use of and access to the Services under this Agreement.
Site: The Client location or locations at which the Client may use or access the Service and Documentation as set out in the Service Order or otherwise agreed with MOT Juice in writing.
Software: The online software applications provided by MOT Juice as part of the Service.
Source Code Material: The source code of the Software, and all technical information and documentation required to enable the Client to modify and operate it.
Subscription Fees: The Fees and Additional Fees payable by the Client to MOT Juice for use of and access to the Service and any other agreed services and as more particularly set out in the relevant Subscription Plan.
Subscription Plan: The Service subscription and user plan set out or as made known to the Client, including via https://signup.motjuice.co.uk/signup.php, including the permitted number of Authorised Users and Account Administrators and Subscription Fees, for the Subscription Term, set out in the Service Order or as agreed between MOT Juice and the Client in writing from time to time.
Subscription Term: Has the meaning given in Clause 16.1 (being the Initial Term together with any subsequent Renewal Periods).
Support Agreement: The terms on which MOT Juice will support and respond to Account Administrator queries in relation to the Service ("Support Services"), including as set out at Schedule 1.
Third-Party Dependencies: Any Third-Party IP on which provision of or access to the Service is reliant, including DVSA access or data feeds.
Third-Party IP: Any third-party Intellectual Property Rights in any third-party materials, including trademarks, video, images or sound recordings, or data specified in the Project Proposal as dependencies for the Client’s use of the Service, or provided by the Client in the form of Input Material or incorporated by the Client in Output Material.
Trial Period: An initial term of up to 30 days from the Commencement Date, or such other term as otherwise agreed by the parties in writing, commencing on the day MOT Juice first makes the Services available to the Client, and during which the Client may make known to MOT Juice any defects with the Service including any incompatibility with any Documentation supplied, and ending on the Acceptance Date from when the Client shall pay the Fee and the Initial Term shall commence.
UK Data Protection Legislation: Any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.
User Subscriptions: The user subscriptions purchased by the Client pursuant to Clause 10.1 and relevant Subscription Plan which entitle Authorised Users and Account Administrators to access and use the Services and the Documentation in accordance with this Agreement.
Virus: Any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.