These Terms and Conditions govern the use of the DriverFirst web portal, mobile application and related services.
By accepting these terms electronically, setting up billing, accessing or using DriverFirst, you agree to these terms.
1. About us
1.1 DriverFirst, we, us and our is a trading name of Midlands Car & Van Leasing Ltd, a company incorporated in England with company number 05872219 and registered office at 6 Parkside Court, Greenhough Road, Lichfield, England, WS13 7FE.
1.2 Customer, you and your means the business, organisation or other legal entity that purchases or uses the Services.
1.3 These terms apply on a business-to-business basis only. You confirm that you are acting for purposes connected with your trade, business, craft or profession and not as a consumer.
2. Definitions
In these terms:
2.1 Authorised User means any employee, contractor, driver, administrator or other individual whom the Customer allows to use the Services on its behalf.
2.2 Customer Data means any data, content, records, documents, images, reports, messages or personal data submitted to, stored in, or generated through the Services by or for the Customer or its Authorised Users.
2.3 Billing Provider means Stripe or any other third-party payment provider we use to process payments for the Services.
2.4 Commercial Terms means the pricing, billing frequency, billing start date, subscription period, minimum commitment, usage measures and other commercial arrangements displayed in the Services or otherwise agreed between us and the Customer in writing.
2.5 Services means the DriverFirst web portal, mobile application, related software, onboarding and support.
2.6 Subscription Term means the initial term and any renewal term of the Agreement, as set out in the Commercial Terms.
3. The Agreement
3.1 The Agreement between the parties consists of:
- the Commercial Terms;
- these Terms and Conditions;
- the Privacy Policy; and
- any separate data processing agreement or schedule, where applicable.
3.2 If there is any conflict, the Commercial Terms will take priority in relation to pricing, billing, the Subscription Term and other commercial arrangements. Any separate data processing agreement or schedule will take priority in relation to the processing of personal data. These Terms and Conditions will otherwise apply.
3.3 The Agreement starts on the earliest of:
- the date the Customer accepts these terms electronically, including through a checkout or account activation process;
- the date the Customer sets up a payment method or first pays for the Services; or
- the date the Customer or any Authorised User first accesses or uses the Services.
3.4 A person who accepts the Agreement or sets up billing on behalf of the Customer confirms that they are authorised to bind the Customer.
4. Access to the Services
4.1 Subject to the Agreement and payment of all applicable fees, we grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services for its internal business purposes.
4.2 The Customer may allow Authorised Users to access the Services solely for the Customer’s internal business purposes.
4.3 The Customer is responsible for:
- all use of the Services by its Authorised Users;
- ensuring that Authorised Users keep login details secure;
- ensuring that only appropriate people are given access to the Services; and
- promptly removing access for anyone who should no longer have it.
4.4 The Customer must ensure that Authorised Users comply with this Agreement and any reasonable policies or instructions we issue relating to the use of the Services.
4.5 The Services must not be used by a driver while driving or in any way that would be unsafe or unlawful. The Customer is responsible for ensuring that its Authorised Users use the Services safely and lawfully at all times.
5. Customer responsibilities
5.1 The Customer must:
- provide accurate and complete information reasonably required for onboarding and ongoing use of the Services;
- maintain its own internal policies and operational controls for vehicles, drivers, incidents, defects, inspections, compliance and record keeping;
- ensure that all Customer Data is lawful, accurate and up to date;
- obtain all permissions, notices and consents required for us to process Customer Data in accordance with the Agreement; and
- comply with all applicable laws and regulations in connection with its use of the Services.
5.2 The Customer acknowledges that the Services are a management and workflow tool only. Unless expressly agreed in writing, the Services do not amount to legal advice, compliance advice, transport advice, HR advice or insurance advice.
5.3 The Customer remains solely responsible for:
- fleet operations;
- vehicle roadworthiness and maintenance;
- driver management and supervision;
- legal and regulatory compliance; and
- decisions taken on the basis of information or reminders generated by the Services.
6. Acceptable use
6.1 The Customer must not, and must not permit any Authorised User or third party to:
- copy, modify, adapt, translate or create derivative works of the Services except as permitted by law;
- reverse engineer, decompile, disassemble or otherwise try to discover source code, object code or underlying ideas, structure or algorithms of the Services, except to the extent such restriction is not permitted by law;
- use the Services to store or transmit unlawful, defamatory, infringing, harmful or malicious material;
- interfere with or disrupt the integrity, security or performance of the Services;
- use the Services to build a competing product or service;
- allow access to the Services by anyone other than Authorised Users;
- use the Services in breach of any applicable law or regulation; or
- attempt to gain unauthorised access to the Services or related systems.
7. Customer Data and data protection
7.1 As between the parties, the Customer owns all rights in the Customer Data.
7.2 The Customer grants us a non-exclusive, worldwide, royalty-free right during the Subscription Term to host, copy, process, transmit and otherwise use Customer Data to the extent reasonably necessary to provide, secure, support and improve the Services and to perform our obligations under the Agreement.
7.3 Each party will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018.
7.4 To the extent we process personal data on behalf of the Customer, the Customer is the controller and we are the processor, unless otherwise stated in the Agreement or required by law.
7.5 If and to the extent required by applicable data protection law, the parties will enter into a separate data processing agreement.
7.6 We may use aggregated and anonymised data derived from the use of the Services for analytics, benchmarking, service improvement, security and business operations, provided such data does not identify the Customer or any individual.
7.7 We may analyse vehicle, mileage, maintenance, usage and related operational data within the Services to provide the Customer with insights, recommendations and informed advice regarding vehicle utilisation, fleet efficiency, maintenance planning and vehicle renewal. Such analysis will be carried out at vehicle or fleet level and will not be used to identify individual drivers.
8. Fees and payment
8.1 The Customer must pay the fees set out in the Commercial Terms.
8.2 Fees may be fixed, usage-based, subject to minimum charges or calculated using other measures described in the Commercial Terms. Where fees depend on usage, the records held in the Services will be used to calculate the amount due, except in the case of manifest error.
8.3 Unless the Commercial Terms state otherwise, fees will be charged monthly in arrears. Billing will begin on the billing start date shown in the Commercial Terms. No subscription fees will be charged for a pilot or trial period unless the Commercial Terms state otherwise.
8.4 All fees are exclusive of VAT and any other applicable taxes, which will be charged in addition where required by law.
8.5 Fees may be collected by the Billing Provider using Direct Debit or another agreed payment method, or by invoice. By providing payment details, the Customer authorises us and the Billing Provider to collect amounts due under the Agreement when they become payable. Where fees are invoiced, invoices are due within 14 days of the invoice date unless the Commercial Terms or invoice state otherwise.
8.6 Cancelling or revoking a payment method or Direct Debit mandate does not terminate the Agreement or affect the Customer’s obligation to pay fees already due or fees that become due during any applicable notice or minimum commitment period.
8.7 The Customer must provide complete and accurate billing information and maintain a valid payment method where one is required under the Commercial Terms.
8.8 The Billing Provider processes payment details on our behalf under its own terms and privacy notice. We do not store the Customer’s full bank account or payment card details.
8.9 If the Customer disputes an invoice or charge, it must notify us in writing before the due date, or as soon as reasonably practicable where no invoice is issued, and explain the reason for the dispute. The Customer must still pay any undisputed amount on time.
8.10 If any amount is overdue, we may:
- charge interest on the overdue amount at 4% per year above the Bank of England base rate, accruing daily; and/or
- suspend access to all or part of the Services on giving at least 7 days’ written notice, until the overdue amount is paid.
8.11 We may charge reasonable additional fees for work or services requested by the Customer that fall outside the agreed scope.
8.12 We may increase fees on renewal by giving at least 30 days’ written notice before the start of the renewal term, unless the Commercial Terms provide otherwise.
9. Service changes, maintenance and beta features
9.1 We may update, improve, modify or replace features of the Services from time to time.
9.2 We may carry out planned or emergency maintenance and may temporarily suspend access where reasonably necessary for maintenance, security, legal or operational reasons.
9.3 We will use reasonable efforts to minimise disruption, but we do not guarantee that the Services will be uninterrupted or error-free.
9.4 Any beta or early access feature is provided on an “as is” basis and may be changed, suspended or withdrawn at any time.
9.5 Any pilot or trial period, its end date and the date on which paid billing begins will be set out in the Commercial Terms. Unless the Commercial Terms state otherwise, the Customer may use the Services without subscription charges during that period and paid billing will not begin before the stated billing start date.
9.6 If payment details are required for continued use after a pilot or trial and the Customer does not provide them, we may restrict or suspend access when the pilot or trial ends.
10. Suspension
10.1 We may suspend the Customer’s or any Authorised User’s access to the Services immediately if we reasonably believe that:
- the Agreement has been breached;
- the Services are being used unlawfully, fraudulently, unsafely or in a way that creates a security risk;
- payment is overdue;
- suspension is required to protect the Services, other customers or third parties; or
- we are required to do so by law.
10.2 Where practical, we will give notice of suspension and explain the reason.
11. Intellectual property
11.1 We and our licensors own all intellectual property rights in and to the Services, including all software, know-how, designs, content, branding, documentation and improvements.
11.2 Except for the limited rights expressly granted in this Agreement, no rights are granted to the Customer.
11.3 The Customer retains ownership of its Customer Data.
11.4 If the Customer provides suggestions, ideas, feedback or requests relating to the Services, we may use them without restriction or payment.
12. Confidentiality
12.1 Each party may receive confidential information from the other party.
12.2 Each party agrees that it will:
- keep the other party’s confidential information confidential;
- use it only for the purpose of performing or receiving the Services under the Agreement; and
- disclose it only to those employees, contractors, professional advisers and subcontractors who are authorised and who are bound by appropriate confidentiality obligations.
12.3 This clause does not apply to information that:
- is or becomes public through no fault of the receiving party;
- was lawfully known by the receiving party before disclosure;
- is lawfully received from a third party without restriction; or
- is independently developed without use of the disclosing party’s confidential information.
12.4 A party may disclose confidential information where required by law, a regulator or a court of competent jurisdiction.
13. Warranties and disclaimers
13.1 We warrant that we will provide the Services with reasonable care and skill.
13.2 Except as expressly stated in the Agreement, the Services are provided on an “as available” basis.
13.3 We do not warrant that the Services will be uninterrupted, error-free, completely secure, or suitable for the Customer’s specific needs.
13.4 The Customer is responsible for checking the accuracy and suitability of outputs, reminders, records, reports and information generated through the Services before relying on them.
13.5 To the fullest extent permitted by law, all implied warranties, conditions and other terms are excluded.
14. Limitation of liability
14.1 Nothing in the Agreement limits or excludes liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; or
- any other liability that cannot lawfully be limited or excluded.
14.2 Subject to clause 14.1, we will not be liable for any:
- loss of profit;
- loss of revenue;
- loss of business;
- loss of anticipated savings;
- loss or corruption of data;
- loss of goodwill; or
- indirect or consequential loss.
14.3 Subject to clauses 14.1 and 14.2, our total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total fees paid or payable by the Customer under the Agreement in the 12 months immediately preceding the event giving rise to the claim.
14.4 The Customer acknowledges that the Services are not intended to be a substitute for proper fleet management, legal compliance, vehicle maintenance, driver supervision or safe driving practices.
15. Term and termination
15.1 The Agreement begins in accordance with clause 3.3 and will continue for the Subscription Term unless terminated earlier in accordance with this clause.
15.2 The initial term, any minimum commitment, renewal arrangements and required cancellation notice will be set out in the Commercial Terms. If no minimum commitment or longer renewal period is specified, the paid subscription will continue on a monthly rolling basis from the billing start date.
15.3 Subject to any minimum commitment and notice requirements in the Commercial Terms, the Customer may request cancellation through the Services or by written notice. Cancellation will take effect at the end of the applicable billing period or on any later date required by the Commercial Terms.
15.4 Cancelling a payment method or Direct Debit mandate does not constitute notice to terminate the Agreement.
15.5 Either party may terminate the Agreement immediately by written notice if the other party:
- commits a material breach of the Agreement and, if the breach can be remedied, fails to remedy it within 14 days after being asked to do so in writing; or
- becomes insolvent, enters administration or liquidation, ceases trading, or is unable to pay its debts as they fall due.
15.6 We may terminate the Agreement immediately on written notice if:
- the Customer repeatedly breaches the Agreement;
- the Customer uses the Services in a way that creates legal, regulatory, security or reputational risk for us; or
- any amount remains unpaid for more than 30 days after the due date.
16. Effect of termination
16.1 On termination or expiry:
- the Customer’s right to use the Services ends immediately;
- the Customer must stop using the Services;
- we may disable access for all Authorised Users; and
- each party must return or destroy the other party’s confidential information on request, except where retention is required by law or for legitimate record-keeping purposes.
16.2 Provided all outstanding fees have been paid, the Customer may request an export of Customer Data within 30 days after termination or expiry.
16.3 After that 30-day period, we may delete Customer Data from the live Services and backups in accordance with our standard retention practices, unless we are required by law to retain it.
16.4 Termination does not affect any accrued rights, remedies, obligations or liabilities.
17. Publicity
17.1 We may identify the Customer by name and logo as a customer of DriverFirst on our website and in sales materials, unless the Customer asks us in writing not to do so.
18. General
18.1 Force majeure. Neither party will be liable for delay or failure to perform its obligations due to events beyond its reasonable control.
18.2 Subcontracting. We may use subcontractors and service providers to perform parts of the Services, but remain responsible for their acts and omissions to the extent required by law.
18.3 Assignment. The Customer may not assign, transfer, charge or otherwise deal with the Agreement without our prior written consent. We may assign or transfer the Agreement to a group company or in connection with a merger, acquisition or sale of all or substantially all of our business or assets.
18.4 Notices. Notices under the Agreement must be in writing and sent by email to the contact details otherwise notified by either party.
18.5 Entire agreement. The Agreement constitutes the entire agreement between the parties and supersedes any previous discussions, proposals or agreements relating to its subject matter.
18.6 Variation. We may update these terms on reasonable notice to reflect changes to the Services or legal, regulatory or security requirements. An update will take effect on the date stated in the notice but will not materially reduce the Customer’s rights or increase its obligations unless required by law or agreed in writing.
18.7 Waiver. A failure or delay in exercising a right under the Agreement does not waive that right.
18.8 Severance. If any provision is found invalid or unenforceable, the rest of the Agreement will continue in force.
18.9 Third party rights. A person who is not a party to the Agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.
18.10 Governing law and jurisdiction. The Agreement and any dispute or claim arising out of or in connection with it will be governed by the law of England and Wales, and the courts of England and Wales will have exclusive jurisdiction.