Terms of service

These terms of service govern the use of NextDMS, software for car dealerships that we provide over the internet. Your contracting party is:

Company

NEXLANE LTD

Registered in

England and Wales

Company number

17162596

Registered office

78 Clayton Way, Clayton Le Moors, Accrington, BB5 5WT, England

Email

support@nextdms.co.uk

Phone

+44 7356 181898

NextDMS is for businesses only. By signing up you confirm that you use NextDMS for the purposes of your business and not as a consumer; this includes sole traders acting for their dealership. Your own business terms do not apply, even if we do not object to them.

The data processing agreement is part of these terms. You can save and print these terms and the data processing agreement from this website at any time.

By signing up you offer to enter into the contract; we accept by activating your dealership. The first 30 days after activation are free. If you have not added a card by the end of this trial, the contract ends without notice.

The details you give when signing up and in the settings must be complete and correct, in particular the company name, address and VAT number. If they change, you update them.

You keep your login details secret. If you suspect that someone unauthorised knows them, you change your password and tell us. You invite your team members yourself, set their permissions and are responsible for what they do in NextDMS.

3.1Scope

We provide NextDMS in its current version for use over the internet, with the functions of your plan and the add-ons you have chosen. Which functions they include is shown on our website and in NextDMS. Tax, accounting and legal advice are not part of the service.

3.2Development

We develop NextDMS continuously and may change, replace or withdraw functions as long as the essential functions of your plan remain. If a function you pay for is withdrawn, we tell you by email at least six weeks in advance, and you may terminate the contract with effect from the change.

3.3Availability

We keep NextDMS as available as we reasonably can. We carry out maintenance outside business hours where possible and announce longer maintenance in advance. We are not responsible for outages beyond our reasonable control, in particular faults of the internet or of marketplaces, platforms and public bodies.

3.4Support

We help by email at support@nextdms.co.uk and by phone with questions about using NextDMS and with faults.

You use NextDMS only for lawful purposes. You do not store or publish through NextDMS any content that is unlawful, misleading or infringes the rights of others, including inaccurate statements in adverts. You do not introduce malware, access NextDMS by automated means without our consent, circumvent security measures, or make NextDMS available to third parties.

You are responsible for the data you record: vehicle data, customer data, prices and every figure on which tax is calculated. You check documents, invoices and calculations from NextDMS before you use them.

If content breaches these rules or the law, we may block or remove it. We give reasons as set out in the section "Reporting content".

Our privacy policy applies to your own data and that of your team members as users. Data you record about others, such as your customers, we process on your behalf under the data processing agreement. You are the controller for it: you inform the people concerned and make sure you have a lawful basis.

You record driving licence details, and keep copies of driving licences, passports and ID cards, only where you have a lawful basis and only as far as you need them. You do not record penalty points, endorsements, health data or other special categories of personal data unless a law requires it.

Through NextDMS you connect marketplaces, platforms and public bodies to publish adverts, receive leads, import vehicles and records, and check vehicles and VAT numbers, such as Autotrader, Cazoo, the DVLA, the DVSA, HMRC and the European Commission's VIES service. Where a service needs an account, you hold your own account with its provider and comply with its terms. You authorise us to access these services on your behalf with the login details you store.

These providers are your contracting parties and process the data they receive as controllers under their own terms. If they change their interfaces or terms, a connection may stop working for a time or for good. We tell you about material changes we know of.

Vehicle checks show what the DVLA and the DVSA hold on record. They are not a check of finance, theft or write-off history. Checking a vehicle before you buy or sell it remains your responsibility.

With the dealer websites add-on, you run a website for your dealership that we provide for you. You are the operator of the website and responsible for its content, including its privacy notice and terms; NextDMS supplies templates that you complete and check. We process enquiries and other visitor data on your behalf. The website loads maps from Google only if visitors agree.

NextDMS calculates VAT under the margin scheme and on VAT-qualifying vehicles, prices and margins, produces sale orders, invoices and other documents, and reads receipts to prefill forms. It works from your input and the rules and rates held in NextDMS at the time of the calculation.

These results are aids. You check them before use, and on tax matters with your accountant where in doubt; the tax owed is determined by HMRC. Values read from receipts are suggestions and may be wrong, especially where the original is hard to read. Our liability for errors is set out in the section "Liability".

NextDMS makes no decisions about people.

With NextDMS you have documents signed electronically. These are simple electronic signatures, not qualified electronic signatures. They are admissible in evidence under section 7 of the Electronic Communications Act 2000 and may not be denied effect only because they are electronic (Article 25(1) UK eIDAS); their weight in a dispute is for the court to decide. NextDMS records the time and course of every signature.

Some documents have their own form requirements, such as deeds, which need a witness present, and regulated credit agreements such as hire purchase and PCP. Whether such a requirement applies and is met is for you to check. Signing on paper is always possible.

The prices for the plan and add-ons shown on our website and in NextDMS when you book apply. All prices are exclusive of VAT, which is added where it applies.

Fees are payable monthly in advance and charged to the card on file on the first day of each month. If you change your plan or add-ons during a month, we charge pro rata. You receive invoices electronically.

If a payment fails, we try again and tell you. If the fees remain unpaid 14 days after our reminder, we may switch off add-ons and restrict access until they are paid; your data is kept. On late payment we may claim interest at 8% above the Bank of England base rate and fixed compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

We may change our prices once per calendar year. We tell you by email at least six weeks before the change takes effect. You may then terminate the contract with effect from the change; otherwise the new prices apply from then.

All rights in NextDMS, including the software, design and documentation, belong to us or our licensors. For the term of the contract you receive a non-exclusive, non-transferable right to use NextDMS for your dealership. You may not copy, modify, reverse engineer or pass on the software except as the law expressly permits.

Your vehicle photos, documents and data belong to you. You allow us to store and process them and to send them to the services you connect, as far as our service requires. You also allow us to use uploaded receipts to improve our document reading after we have obscured the personal data in them; the receipts are not passed to anyone outside our company. You make sure you are entitled to grant these rights.

Each party keeps confidential the other's confidential information it receives under the contract and uses it only for the contract. This does not apply to information that is public, that a party already lawfully knew, or that a party must disclose by law or by order of an authority or court. The duty continues after the contract ends.

NextDMS has the functions described on our website and in NextDMS. You report defects to us promptly with as precise a description as you can. We fix them within a reasonable time, which may be by a workaround that does not materially hinder use. If we cannot, and use is materially impaired, you may terminate the contract with immediate effect.

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

Subject to that, each party's total aggregate liability arising from or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to 100% of the fees you paid in the 12 months before the event giving rise to the claim. Neither party is liable for loss of profit, revenue, business, contracts or goodwill, for wasted expenditure, or for any indirect or consequential loss.

These limits do not apply to your obligation to pay the fees, interest and compensation for late payment. They also apply to liability under the data processing agreement and to our employees and subcontractors.

If a third party brings a claim against us because you breached this contract or the law, for example data protection law towards your customers, in adverts or under the terms of a connected platform, you indemnify us against that claim and the reasonable costs of defending it. We tell you about such claims without delay and agree the defence with you.

The contract runs for an indefinite period and is billed monthly. You may terminate it at any time with effect from the end of the current month, by closing your dealership in the settings or by writing to support@nextdms.co.uk. We may terminate it on one month's notice to the end of a month. Fees already paid for the current month are not refunded.

Either party may terminate the contract with immediate effect if the other commits a material breach and does not remedy it within 14 days of being asked to. For us this includes your use of NextDMS for unlawful purposes and fees more than 30 days overdue.

If your use endangers the security of NextDMS or the rights of others, we may suspend access for as long as needed and tell you without delay.

You can export your data at any time during the contract, at no extra charge. The export contains your data as spreadsheets and files in common formats.

When you close your dealership, we create a final backup of all exportable data and send you the link. You can reopen your dealership within 30 days of closing it; during that time we help you move to another provider or your own system if you ask. The final backup is available to download for 90 days from closing. We then delete all data of your dealership as described in the data processing agreement. We charge nothing for switching.

If you believe content in NextDMS or on a dealer website is unlawful, report it to support@nextdms.co.uk with your reasons, the exact address of the content, your name and your email address. We confirm receipt, decide with care and tell you our decision.

If we block or remove content or restrict an account, we give the person affected our reasons and tell them how to challenge the decision: a complaint to the same address, and the courts.

We may change these terms when the law or NextDMS changes, or to make a rule clearer. We do not change the service or the price this way; the sections "The service" and "Price changes" govern those.

We send you the changes by email at least six weeks before they take effect. If you do not object before they take effect, the changes are accepted; we point this out in the notice. If you object, either of us may terminate the contract with effect from the date the changes take effect; until then the current terms apply.

These terms and any dispute or claim arising from or in connection with them, including non-contractual disputes or claims, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Notices under the contract may be given by email. We may transfer the contract to a company in our group or to a successor; we tell you beforehand, and you may terminate the contract with effect from the transfer.

If any provision of these terms is invalid or unenforceable, the rest remain in force. No one other than you and us has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.