Terms of Service (for shops)

"Platform" — the Vector software-as-a-service for auto service businesses, including the shop web application and related APIs. "App" — the Vector mobile application for car owners. "Shop" ("you") — the business entity accepting these Terms. "Authorised User" — an individual authorised by the Shop to use the Platform (owner, manager, mechanic). "Customer" — a car owner served by the Shop. "Customer Data" — data about Customers, their vehicles and the Shop's service records entered into the Platform by or for the Shop. "Customer-Visible Content" — Customer Data that the Shop marks or releases as visible to a Customer through the App or other Platform features. "Cross-Shop History" — the feature by which an activated Customer sees Customer-Visible Content relating to their vehicles from all shops connected to the Platform. "AI Features" — Platform features that generate content using artificial-intelligence models. "Order Form" — an order document (including a pilot letter or online order) incorporating these Terms. "Fees" — the subscription fees under clause 5. "Beta Period" — the period during which Lionwood designates the Platform (or a feature) as beta, pilot or early access.

2.1 Lionwood provides the Platform and App as software services. Lionwood is a software provider only. It does not provide, supervise or guarantee vehicle repair, maintenance, tuning, detailing or related services.
2.2 Lionwood is not a party to any contract between the Shop and a Customer, is not the Shop's agent or partner, is not a merchant of record for payments between the Shop and its Customers, and is not an accounting, tax or legal-compliance system.
2.3 The Platform records information entered by the Shop and its Customers; the Shop remains solely responsible for the accuracy of its records and for its business decisions.

3.1 The Platform is offered to businesses only, for use in the course of trade. The individual accepting these Terms warrants that they are authorised to bind the Shop.
3.2 The Shop is responsible for its Authorised Users, their credential security, and all activity under its accounts. Accounts are personal; one account per real person; credential sharing is prohibited.
3.3 The Shop must provide and maintain accurate registration and billing information.

During the Beta Period, Schedule 4 (Beta/Pilot Addendum) applies and prevails over any conflicting provision of these Terms.

5.1 Fees are set out in the Order Form or, where none, in the then-current price list provided by Lionwood. Pricing is based on active locations and additional billable mechanic users, in commercial bands (Starter, Growth, Scale, Enterprise).
5.2 Lionwood will make a billing preview available showing the computed charges for a billing period before charging (the "no surprise charges" principle).
5.3 Fees are exclusive of taxes. Each party is responsible for its own taxes; .
5.4 Fees are payable in the currency and by the method stated in the Order Form. Undisputed Fees are non-refundable except as expressly stated.

Lionwood may change Fees or plan structure by giving at least 30 days' written notice, effective from the next billing period. If the Shop does not accept a change, it may terminate under clause 17.2 before the effective date; continued use after the effective date constitutes acceptance.

7.1 If Fees remain unpaid 14 days after the due date, Lionwood may suspend access after notice. Suspension blocks access but does not delete Customer Data (clause 18).
7.2 If non-payment continues for 60 days after suspension, Lionwood may terminate for cause.
7.3 Storage of Customer Data during suspension is provided as a courtesy and is not subject to any service commitment.

The Shop must not, and must ensure its Authorised Users do not: (a) use the Platform unlawfully or to store or send unlawful content; (b) upload data it has no legal right to process; (c) infringe third-party rights; (d) attempt to gain unauthorised access, probe or disrupt the Platform; (e) reverse engineer, copy or create derivative works of the Platform except as permitted by law; (f) resell, sublicense or provide the Platform to third parties; (g) use the Platform to build a competing product; (h) abuse messaging features (app invites via SMS/Telegram/WhatsApp) for unsolicited communications outside a genuine service relationship; (i) exceed reasonable fair-use volumes for AI Features or messaging as notified from time to time.

The Shop acknowledges and agrees that:
(a) the Shop is the sole provider of repair, diagnostics, tuning, detailing and related services to its Customers and is solely responsible for their quality, safety, pricing, estimates, deadlines, warranties and legal compliance;
(b) all contracts for such services are between the Shop and the Customer;
(c) the Shop controls Customer-Visible Content and must review content (including AI-generated explanations) before releasing it to Customers;
(d) the Shop is responsible for having a lawful basis (and, where required, consents) for entering Customers' personal data into the Platform, for sending app invites, and for its use of Customer contact details;
(e) the Shop is responsible for compliance with consumer-protection, licensing, tax and accounting law applicable to its business, including the content of its invoices;
(f) payment acceptance from Customers occurs under the Shop's own merchant agreements with payment providers (e.g. LiqPay, WayForPay); Lionwood is not a party to those payments and never receives card data;
(g) the Shop will inform its Customers about its use of the Platform where applicable law requires;
(h) decisions such as releasing a vehicle with an unpaid balance are the Shop's own operational decisions.

10.1 For Customer Data, the Shop is the controller and Lionwood is a processor acting on the Shop's documented instructions, as set out in Schedule 1 (Data Processing Addendum).
10.2 Lionwood acts as an independent controller for: Authorised User accounts, platform security and audit logs, App user accounts and App-level services (including Cross-Shop History assembly and the AI assistant), and marketing-site data — as described in the Privacy Policy.
10.3 Standing instruction — Cross-Shop History. By connecting to the Platform the Shop instructs Lionwood to make the Shop's Customer-Visible Content available to the identified Customer through the App, including displayed alongside records of other connected shops, and to return limited identity context (name, activation status, vehicle count) on phone-number lookup by other shops. Shops do not receive other shops' records through this feature.
10.4 Each shop connected to the Platform is an independent controller of its own records; Lionwood does not make shops joint controllers.

11.1 AI Features are assistive drafting and explanation tools. AI explains; it does not diagnose. Output may be inaccurate or incomplete and is not professional, technical or safety advice.
11.2 The Shop must review AI-generated content that affects a Customer's decisions, safety or costs before making it Customer-Visible Content. This review duty is a material obligation.
11.3 The Shop must not rely on AI Features for safety-critical decisions. Lionwood may modify, limit or withdraw AI Features at any time.
11.4 AI processing (including sub-processing by OpenAI) is described in the Privacy Policy and Schedule 2.

12.1 Lionwood and its licensors own the Platform, the App, and all related IP. The Shop receives a non-exclusive, non-transferable licence to use the Platform during the subscription for its internal business purposes.
12.2 The Shop owns its Customer Data. The Shop grants Lionwood a worldwide, non-exclusive licence to host, process, transmit and display Customer Data as needed to provide the service (including Cross-Shop History and AI Features), to comply with law, and in aggregated or de-identified form to operate and improve the service.
12.3 Feedback may be used by Lionwood without restriction or compensation.
12.4 Parts-catalogue data (e.g. TecDoc) is provided under third-party rights: the Shop may use it only within the Platform for its service work and must not extract, scrape, re-license or resell it. No warranty is given for catalogue accuracy.

Each party will protect the other's confidential information with reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisers under confidentiality duties, or as required by law. Non-public features, pricing and roadmap information are Lionwood's confidential information.

14.1 Each party warrants it has authority to enter these Terms.
14.2 Except as expressly stated, the Platform is provided "as is" and "as available", and all other warranties, conditions and terms (express or implied, including satisfactory quality, fitness for purpose, non-infringement) are excluded to the maximum extent permitted by law.
14.3 Without limiting 14.2, Lionwood does not warrant that: the Platform will be uninterrupted or error-free; AI output will be accurate; parts-catalogue data will be accurate or complete; third-party services (payment providers, Firebase, messaging channels, hosting) will be available; or that notifications (SMS/push/messenger) will be delivered.
14.4 The Platform is not an accounting or tax system; tax fields are optional tools and the system does not enforce accounting rules.

15.1 Nothing in these Terms excludes or limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any liability that cannot lawfully be excluded or limited.
15.2 Subject to 15.1, neither party is liable for: loss of profits, revenue, business, goodwill or anticipated savings; business interruption; or indirect or consequential loss.
15.3 Subject to 15.1, Lionwood is not liable for loss or corruption of data, provided that Lionwood will, on request, provide the export assistance described in clause 18.
15.4 Subject to 15.1, each party's total aggregate liability arising in any 12-month period is capped at the Fees paid by the Shop in the 12 months preceding the first event giving rise to liability (during the Beta Period: the cap in Schedule 4).
15.5 Claims must be brought within 12 months of the date the claiming party became aware (or should reasonably have become aware) of the claim.

The Shop will indemnify and hold harmless Lionwood against third-party claims, fines, losses and reasonable costs arising from: (a) the Shop's services to Customers; (b) Customer Data or other content the Shop submits, including data submitted without a lawful basis; (c) breach of clause 8 (acceptable use) or clause 9 (shop responsibilities); (d) the Shop's non-compliance with consumer, tax or other law; (e) misuse of messaging channels. This indemnity is uncapped and survives termination.

17.1 The subscription runs for the period in the Order Form and renews per the Order Form (or monthly by default).
17.2 The Shop may terminate for convenience effective at the end of the current billing period; Lionwood may terminate for convenience on 30 days' notice.
17.3 Either party may terminate for material breach uncured 14 days after notice, or immediately for insolvency. Lionwood may suspend immediately where reasonably necessary for security, suspected unlawful use, or under clause 7.
17.4 Clauses intended to survive (including 9, 10, 12.2–12.4, 13–16, 18, 20–24) survive termination.

18.1 After termination or expiry, Lionwood will make the Shop's account available read-only for 30 days.
18.2 On written request within that window, Lionwood will provide reasonable export assistance (a machine-readable copy of the Shop's Customer Data) within 30 days; Lionwood may charge a reasonable fee for extensive assistance. (A self-serve export tool is not currently part of the service.)
18.3 Thereafter Lionwood will delete or de-identify Customer Data per Schedule 1, except records that must be retained under legal obligation, immutable audit/financial records, and backups pending rotation.
18.4 Customer-Visible Content already delivered to Customers' service histories remains available to those Customers per the Privacy Policy (the Customer's own record of services performed on their vehicle).

19.1 Lionwood may improve, modify or discontinue features, provided that during a paid subscription it will not materially degrade the core service without the remedy in 19.2. Beta features may change or be withdrawn at any time (Schedule 4).
19.2 Lionwood may update these Terms with at least 30 days' notice. If a change materially adversely affects the Shop, the Shop may terminate before the effective date; continued use constitutes acceptance.

Neither party is liable for failure or delay caused by events beyond its reasonable control, including: war, armed conflict, hostilities, martial law, mobilisation, occupation of territory, acts of terrorism; strikes on or failure of power, communications or internet infrastructure (including in Ukraine); sanctions or export controls; acts of authorities; epidemics; natural disasters; failures of third-party providers caused by such events. Payment obligations for services already delivered survive. Either party may terminate if a force-majeure event continues for more than 60 days.

These Terms are governed by the laws of England and Wales. The parties will first attempt good-faith resolution within 30 days of written notice of a dispute. Subject to that, the courts of England and Wales have exclusive jurisdiction.

The Shop may not assign these Terms without consent. Lionwood may assign in connection with a merger, sale or restructuring, and may use sub-processors per Schedule 1/2 and subcontractors of equivalent obligation.

Notices: in writing to the addresses/emails in the Order Form (contact@vectorcrm.app for Lionwood); email notice is effective. Entire agreement: these Terms, the Order Form and schedules. Severability, no waiver by delay, no partnership/agency. Third-party rights: excluded (Contracts (Rights of Third Parties) Act 1999), except Lionwood affiliates may enforce protective clauses.

These Terms exist in English and Ukrainian. The English version prevails; the Ukrainian text is a courtesy translation. Order of precedence: Order Form → Schedule 4 (during Beta) → Schedule 1 (for data-protection matters) → these Terms → documents incorporated by reference.

1. Roles. For Customer Data the Shop is controller; Lionwood is processor. This Schedule applies to that processing. (Lionwood's independent-controller processing is governed by the Privacy Policy.)
2. Subject matter & duration: provision of the Platform for the subscription term (+ exit period, cl. 18). Nature & purpose: hosting, storage, transmission, display, backup, support, and generation of AI drafts on instruction. Data subjects: the Shop's customers and contact persons; vehicle-related data. Categories: identity (name, phone), vehicle data (VIN, plate, specs, mileage), service records (work orders, diagnostics incl. wear/condition, approvals, invoices/payment status — no card data), media (photos/videos), free-text notes, communications logs.
3. Documented instructions. Lionwood processes Customer Data only on the Shop's documented instructions, which comprise: these Terms; use of Platform features by the Shop's Authorised Users; and the standing instruction in clause 10.3 (Cross-Shop History and limited phone-lookup context). Lionwood will inform the Shop if an instruction appears to infringe data-protection law.
4. Confidentiality. Persons processing Customer Data are bound by confidentiality obligations.
5. Security (Annex A measures). TLS encryption in transit; role-based access control and location scoping; masked display of phone numbers and VINs in Lionwood support tooling with audited unmasking; no user impersonation by Lionwood staff; read-only support access; tenant separation, including path-based isolation of media storage; audit logging of sensitive actions; secret storage for integration credentials (never displayed after save).
6. Sub-processors. General authorisation for the sub-processors in Schedule 2. Lionwood will give 30 days' notice of changes; the Shop may object on reasonable data-protection grounds, in which case the parties will seek a solution, failing which the Shop may terminate the affected service.
7. Assistance. Taking into account the nature of processing, Lionwood will reasonably assist the Shop with data-subject requests (forwarding requests received directly from Customers concerning the Shop's records) and with Articles 32–36 obligations.
8. Personal-data breach. Lionwood will notify the Shop without undue delay and in any event within 72 hours of becoming aware of a personal-data breach affecting Customer Data, with information reasonably available to it.
9. International transfers. Lionwood may transfer Customer Data to sub-processors outside the UK only with appropriate safeguards: UK adequacy, the UK Extension to the EU–US Data Privacy Framework where the recipient is certified, or the UK IDTA/Addendum with a transfer risk assessment.
10. Deletion/return. Clause 18 governs. Fulfilment may be manual during the MVP phase. Immutable records (issued invoices, audit and stock ledgers) and backups are retained per documented retention rules, then deleted or de-identified.
11. Audit. Lionwood will make available information reasonably necessary to demonstrate Art. 28 compliance: first via documentation/questionnaires; audits/inspections max once per 12 months, on 30 days' notice, at the Shop's cost, without access to other shops' data.

*Not sub-processors:* LiqPay (PrivatBank) and WayForPay are the Shop's own payment providers under the Shop's merchant agreements; Lionwood receives only transaction reference/status/amount.

Bands: Starter (1–2 locations), Growth (3–5), Scale (6–15), Enterprise (16+/custom); billing metrics: active locations + additional billable mechanic users (pooled). Current amounts: Order Form.
Support: reasonable-efforts email support at contact@vectorcrm.app on business days. No uptime or response-time SLA is offered. Enterprise support terms, if any, are set in the Order Form.

1. During the Beta Period the Platform is provided as-is/as-available for evaluation; features may change, be limited or withdrawn without notice; no SLA or support commitment applies.
2. The Shop acknowledges an elevated risk of defects, interruptions and data loss, and agrees to keep parallel records of business-critical information during the Beta Period.
3. Pilot fees (if any) are set in the Order Form; clause 5 applies otherwise.
4. Feedback licence per clause 12.3; non-public features, pricing and roadmap are confidential; no public statements or screenshots without Lionwood's consent.
5. Either party may terminate participation on 14 days' notice without cause.
6. Test/seed data may be deleted at the transition to general availability; real Customer Data remains protected under Schedule 1 throughout (data-protection law applies fully during beta).
7. At general availability, continued use after notice of GA terms constitutes acceptance; otherwise clause 18 (exit) applies.
8. During the Beta Period, Lionwood's aggregate liability cap under clause 15.4 is £500.