Terms of Service
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", "your") and HQ Parts UK Ltd, a company registered in England and Wales (Company Number: 14295616), with registered office at 37 Wheatcrofts, Barnsley, South Yorkshire, S70 6BZ ("Company", "we", "us", "our"), trading as Vectro.
By accessing or using the Vectro platform ("Service"), you agree to be bound by these Terms. If you do not agree, you must not access or use the Service.
1. Definitions
"Service" means the Vectro cloud-based business management platform, including all features, updates, and related documentation accessible at www.vectro.uk.
"Subscription" means the paid access to the Service under a recurring payment plan.
"Customer Data" means all data, information, and content uploaded, entered, or generated by you or your Authorised Users through the Service.
"Authorised Users" means individuals you authorise to access and use the Service under your account.
"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, database rights, design rights, know-how, source code, algorithms, user interfaces, and all other intellectual property rights, whether registered or unregistered.
2. Grant of Licence
2.1 Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service during the Subscription period solely for your internal business operations.
2.2 This licence does not constitute a sale of the Service or any copy thereof. You acquire no ownership rights in the Service.
2.3 The licence is granted to the Customer entity only. You may not share, resell, or provide access to the Service to any third party without our prior written consent.
3. Intellectual Property Rights
3.1 All Intellectual Property in the Service, including but not limited to the software, source code, object code, algorithms, databases, user interface designs, visual layouts, workflows, business logic, documentation, branding, and any derivative works, is and shall remain the exclusive property of HQ Parts UK Ltd.
3.2 Nothing in these Terms transfers any Intellectual Property rights to you. All rights not expressly granted herein are reserved by us.
3.3 You acknowledge that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws.
3.4 Any feedback, suggestions, ideas, or improvements you provide regarding the Service shall become our exclusive property.
4. Restrictions and Acceptable Use
4.1 You shall not, and shall not permit any Authorised User or third party to:
- Copy, modify, adapt, translate, or create derivative works based on the Service;
- Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Service;
- Rent, lease, loan, sell, sublicense, distribute, or otherwise transfer the Service to any third party;
- Use the Service to build, develop, market, or provide a product or service that competes with or is substantially similar to the Service;
- Use knowledge gained from the Service to design, develop, or assist in the development of any competing software;
- Remove, alter, or obscure any copyright, trademark, or other proprietary notices;
- Use automated tools, bots, or scrapers to access or extract data from the Service, except where we provide an official API for that purpose;
- Attempt to gain unauthorised access to any part of the Service, other accounts, or any of our systems;
- Use the Service to transmit malicious code, viruses, or harmful data;
- Use the Service to send unsolicited bulk communications, spam, or content that violates UK PECR or equivalent laws applicable to your customers;
- Upload or store unlawful content, including content that infringes third-party intellectual property, harasses individuals, or breaches data protection laws;
- Use the Service in any manner that could disable, overburden, damage, or impair our infrastructure;
- Create multiple accounts to circumvent usage limits, billing tiers, or restrictions imposed under these Terms;
- Misrepresent your identity or affiliation when registering or using the Service.
4.2 You are responsible for the conduct of your Authorised Users and for ensuring they comply with these Terms.
4.3 We reserve the right to suspend access without prior notice if we reasonably believe a breach of this clause is occurring, particularly where continued use poses a risk to the Service, our other customers, or any third party.
4.4 Marketing communications you send through the Service. Where the Service provides tools enabling you to send bulk or transactional communications to your own end customers (including marketing broadcasts, appointment reminders, quotes and invoices), you are solely responsible for: (a) having a valid lawful basis under UK GDPR and a valid PECR basis (e.g. consent, soft opt-in) for each recipient; (b) honouring opt-outs and unsubscribe requests; (c) the lawfulness and accuracy of the message content; (d) compliance with the Consumer Protection from Unfair Trading Regulations 2008 and any sector-specific rules. We provide the technical means to send; we do not approve, review or vouch for the lawfulness of your communications.
4.5 Quote view links and shared links. Where the Service generates a public link allowing an end customer to view a quote or other document without logging in, you are responsible for sharing the link only with the intended recipient and for not posting such links publicly. We treat such links as confidential between you and the intended recipient; we are not responsible for unauthorised access resulting from your onward disclosure of the link.
5. Non-Competition and Confidentiality
5.1 You acknowledge that the Service embodies proprietary business processes, workflows, and methodologies developed through substantial investment.
5.2 During the term of your Subscription and for a period of twenty-four (24) months thereafter, you shall not use any knowledge or insight gained from the Service to develop any software or service that is competitive with or substantially similar to the Service.
5.3 You shall treat all aspects of the Service as confidential information and shall not disclose such information to any third party without our prior written consent.
5.4 The obligations in this section shall survive termination of these Terms.
6. Subscription and Payment
6.1 Access to the Service requires a paid Subscription. Current pricing is published on our website and may be updated with thirty (30) days' notice.
6.2 We offer a fourteen (14) day free trial. The trial period begins on your first successful login to the Service, not at the time of registration. No payment is required during the trial.
6.3 Subscriptions are billed monthly in advance. All fees are exclusive of VAT, which will be added at the applicable rate.
6.4 Payment is processed through Stripe. By subscribing, you also agree to Stripe's terms of service.
6.5 If payment fails, we may suspend access until payment is received. We reserve the right to terminate your account after thirty (30) days of non-payment.
6.6 All fees paid are non-refundable except as required by applicable law.
6.7 Founder pricing: Customers who registered with us during our founder period are entitled to retain their initial subscription rate for as long as they continuously use the Service. The 30-day pricing change notice in clause 6.1 does not apply to active founder subscriptions. If a founder subscription is cancelled and the account is later reactivated, the founder rate may not be reinstated and standard pricing in effect at that time will apply.
7. Customer Data
7.1 You retain all ownership rights in your Customer Data.
7.2 You grant us a limited licence to store, process, and display your Customer Data solely for the purpose of providing the Service.
7.3 We may collect and analyse usage metadata (which features you use, how often, when) to operate, maintain, secure, and improve the Service, and to provide support. Authorised Vectro personnel may access this metadata. We do not browse the substantive contents of your Customer Data for these purposes. Details are set out in our Privacy Policy.
7.4 Upon termination, your data will be retained for thirty (30) days, during which you may request an export. After this period, we reserve the right to permanently delete your data.
7.5 Data processing roles: When you use the Service to process personal data of your end customers, you act as the data controller and we act as the data processor under UK GDPR. Our processing of such personal data is governed by our Data Processing Agreement (DPA), which forms part of these Terms and is incorporated by reference. By using the Service, you accept and enter into the DPA on the terms published at /dpa.
8. Service Availability and Modifications
8.1 We will use commercially reasonable efforts to make the Service available 24/7, excluding scheduled maintenance.
8.2 We do not guarantee uninterrupted or error-free operation. The Service depends on third-party infrastructure (hosting, networking, email delivery, calendar APIs) which may experience outages outside our control.
8.3 Support is provided via email at support@vectro.uk during UK business hours. We aim to acknowledge support requests within one business day, though response times may vary.
8.4 Service modifications: We may add, modify, deprecate, or remove features as we improve the Service. Where a modification materially reduces functionality you rely on, we will provide reasonable advance notice (typically thirty (30) days) and, where practicable, offer migration paths.
8.5 Beta and preview features: Features marked as "beta", "preview", or similar are provided experimentally and may be unstable, withdrawn, or substantially changed without notice. Such features are excluded from any availability commitments and warranties.
8.6 Force majeure: Neither party will be liable for any failure or delay in performance caused by events outside its reasonable control, including but not limited to acts of God, war, terrorism, civil disturbance, governmental action, internet or telecommunications failure, failure of third-party infrastructure providers, pandemics, or natural disasters. Subscription fees may be pro-rated or credited at our discretion if a force majeure event causes a prolonged service outage.
9. Customer Responsibilities and Account Security
9.1 You are responsible for: maintaining the confidentiality of your account credentials; the conduct of your Authorised Users; the accuracy and lawfulness of Customer Data you upload; obtaining all consents required from your end customers (whose data you process via the Service) under applicable data protection laws.
9.2 You must notify us promptly at support@vectro.uk if you suspect unauthorised access to your account.
9.3 You should retain your own backup copies of any Customer Data critical to your business. While we maintain backups of our own infrastructure, these are intended for disaster recovery and are not a substitute for your own records.
9.4 You may export your data at any time via the export functions provided in the Service. Upon termination, you will have thirty (30) days to request an export of your data; after this period your data may be permanently deleted.
10. Warranties and Disclaimers
10.1 We warrant that the Service will perform materially as described and that we will provide it with reasonable skill and care.
10.2 Except as expressly stated, the Service is provided "as is". To the maximum extent permitted by law, we disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
10.3 We do not warrant that the Service will meet your specific business requirements, integrate with all third-party systems, or be free of all errors or vulnerabilities.
11. Limitation of Liability
11.1 Our total aggregate liability arising out of or in connection with these Terms or the Service, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by you in the twelve (12) months preceding the event giving rise to the claim.
11.2 We shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, lost data, business interruption, loss of goodwill, or cost of substitute services.
11.3 We shall not be liable for any loss arising from: (a) inaccuracy or unlawfulness of Customer Data you uploaded; (b) actions of Authorised Users; (c) unauthorised access caused by your failure to safeguard credentials; (d) third-party services or integrations you choose to use with the Service; (e) force majeure events.
11.4 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot be excluded or limited under applicable law.
12. Indemnification
12.1 You shall indemnify, defend, and hold harmless HQ Parts UK Ltd, its directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Service in breach of these Terms; (b) Customer Data uploaded by you or your Authorised Users that infringes third-party rights or violates applicable law; (c) your failure to obtain required consents from your end customers; (d) any breach by you of applicable data protection or consumer law in your dealings with your customers.
13. Termination
13.1 You may cancel your Subscription at any time via the Service or by contacting support@vectro.uk. Cancellation takes effect at the end of the current billing period. No refunds are issued for partial periods.
13.2 We may suspend access immediately if we reasonably believe you are in breach of clauses 4 (Restrictions and Acceptable Use), 5 (Non-Competition), or 6.5 (non-payment), or if continued access poses a risk to other customers, the Service, or any third party.
13.3 We may terminate your account on thirty (30) days' written notice for material breach not cured within that period, or immediately on written notice in the case of insolvency, fraud, or repeated breach.
13.4 On termination: (a) your right to access the Service ceases; (b) you may export your data within thirty (30) days; (c) we may permanently delete your data thereafter, subject to backups expiring on a 30-day rolling basis and any retention required by law (e.g. financial records).
13.5 Sections 3, 4, 5, 11, 12, and 14 survive termination of these Terms.
13.6 Inactive trial accounts. If your free trial ends and you have not started a paid Subscription, we may treat the account as abandoned. We will send a warning email to your registered address giving you a reasonable opportunity (at least 14 days) to start a Subscription. If you do not, we may permanently delete the account and associated data, except where retention is required by law. This clause does not apply to existing paying customers, cancelled subscriptions (covered by 13.4), or accounts we have designated as free or evaluation accounts.
14. Dispute Resolution and Governing Law
14.1 These Terms are governed by the laws of England and Wales.
14.2 Informal resolution: Before commencing legal proceedings, the parties shall attempt in good faith to resolve any dispute through direct discussion, with senior representatives nominated by each party meeting (in person or remotely) within thirty (30) days of a written notice describing the dispute.
14.3 Mediation: If a dispute is not resolved within sixty (60) days of the notice in 14.2, the parties agree to attempt mediation through a recognised UK mediation provider before commencing court proceedings, save where urgent injunctive relief is required.
14.4 Subject to clauses 14.2 and 14.3, the courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.
15. General
15.1 Updates: We may update these Terms from time to time. For material changes affecting your rights or obligations, we will provide thirty (30) days' notice by email or via the Service. Continued use after the effective date constitutes acceptance. If you do not accept the changes, you may terminate your Subscription before they take effect.
15.2 Notices: Notices to you may be sent by email to the address registered to your account, or via in-app notifications. Notices to us must be sent to support@vectro.uk and are deemed received on the next business day.
15.3 Severability: If any provision of these Terms is held unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.
15.4 Waiver: Our failure to enforce any right or provision is not a waiver of that right or provision.
15.5 Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets, on notice to you.
15.6 No third-party beneficiaries: A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
15.7 Entire agreement: These Terms, together with our Privacy Policy and any Data Processing Agreement entered into between the parties, constitute the entire agreement and supersede all prior or contemporaneous communications regarding the Service.