Terms of Service

1. Agreement to These Terms

These Terms of Service form a binding agreement between you and KNOX AUTOWURX LLC. By accessing our website, requesting information, or engaging us to provide services, you agree to be bound by these terms. If you do not agree with any part of these terms, you should not use our website or services.

Where you accept these terms on behalf of an organization, you confirm that you have authority to bind that organization, and the words you and your refer to that organization. Where a signed statement of work, master services agreement or similar document exists between us and your organization, that document governs the specific engagement and these terms apply to the extent they are not inconsistent with it.

These terms are written in plain language on purpose. Our goal is that a workshop owner or fleet manager can read them without legal training and understand what is being agreed.

2. Who We Are

KNOX AUTOWURX LLC is a computer systems design practice specializing in integrated systems for vehicle workshops and fleet operators. Our registered details are as follows.

KNOX AUTOWURX LLC
1421 S 1710 E, Washington - 84780-3891, United States (US)
Email: service@knoxautowurx.autos
Phone: +12832072099

References to we, us and our in these terms mean KNOX AUTOWURX LLC.

3. Scope of Services

KNOX AUTOWURX LLC provides computer integrated systems design and related services for vehicle workshops and fleet operators. Our service lines include workshop management platforms, diagnostic tool integrations, fleet telematics dashboards, parts and inventory systems, booking and bay scheduling, and data migration and support. We also provide advisory work, system design, integration development, migration, training and ongoing support as agreed with each client.

The specific services to be delivered, the deliverables, the schedule and the acceptance criteria for any engagement are set out in a written proposal or statement of work. General descriptions on our website and in marketing materials are for information only and do not create an obligation to deliver a particular feature or outcome. We may revise, extend or replace individual services as technology and client needs change, provided we do so in line with the agreed engagement documents.

4. Eligibility and Business Use

Our services are intended for businesses and professional users. By engaging us, you confirm that you are at least the age of majority in your jurisdiction and that you have the legal capacity to enter into a contract. Our website is not directed at consumers who require a statutory consumer guarantee regime in their home country, and nothing in these terms is intended to exclude any right that cannot lawfully be excluded.

Where you use our services on behalf of a workshop or a fleet, you are responsible for ensuring that your own personnel use the systems in accordance with these terms and with your internal policies.

5. Client Responsibilities

Successful integration depends on cooperation from both sides. You agree to provide accurate information about your operations, to make knowledgeable personnel available for discovery and testing, to give us timely access to systems and environments we need to integrate, and to respond to questions and approvals within a reasonable time. Delays in any of these areas can affect the schedule, and we will tell you promptly when we identify a dependency that is holding work up.

You are responsible for the accuracy and legality of the data you provide or connect to the platform, for holding the necessary rights to that data, and for ensuring that any personal information within it has been collected and provided lawfully. You are also responsible for maintaining the security of your own credentials and for telling us promptly if you believe an account has been compromised. Where you direct us to take an action that we believe may breach a law or a third party right, we may decline to take that action and will explain why.

6. Project Proposals and Statements of Work

Each engagement begins with a written proposal or statement of work that describes the scope, the deliverables, the assumptions, the responsibilities of each party, the schedule, the fees and the acceptance process. A proposal becomes binding when both parties accept it in writing. Where there is a conflict between a signed statement of work and these terms, the signed statement of work prevails for the matters it covers.

Changes to an agreed scope are handled through a written change request that records the effect on schedule, fees and other terms. We do not begin work outside the agreed scope until the change has been accepted, unless there is an urgent need to protect a live system, in which case we will act to stabilize the situation and then confirm the change with you as soon as practical.

Deliverables are subject to an acceptance process set out in the statement of work. Unless the statement of work says otherwise, a deliverable is accepted when you confirm acceptance in writing or when you use it in production for the agreed acceptance period without raising a material defect.

7. Fees and Payment

Fees for our services are set out in the applicable proposal or statement of work. Unless stated otherwise, fees are quoted in United States dollars and are exclusive of taxes, duties and third party charges such as hosting, telematics subscriptions or supplier catalog fees, which are your responsibility. Fixed price and time and materials engagements are billed in line with the terms recorded in the acceptance document.

Invoices are payable within the period stated on the invoice. Where an invoice remains unpaid beyond the agreed period, we may suspend work or access to a platform after giving you written notice and a reasonable opportunity to pay. We will not suspend a live production system without giving you advance notice, except where continued operation creates a serious security or legal risk.

Amounts already paid for work properly performed are not refundable except where these terms, the statement of work or applicable law require a refund. We will always discuss a disputed invoice with you in good faith before taking any step that affects your service.

8. Scheduling and Access

Delivery schedules are agreed in good faith and are based on the assumptions recorded in the statement of work, including the availability of your personnel and systems. Dates are estimates unless the statement of work expressly makes them firm commitments. Where a delay is caused by a dependency on your side, the schedule and any associated costs may be adjusted and we will discuss the change with you before applying it.

Where we need access to your premises, networks or systems, you agree to provide safe and lawful access during agreed hours, together with any required safety induction or supervision. Our personnel will follow your site rules while on your premises, including health and safety requirements and any confidentiality expectations you communicate in advance.

9. Intellectual Property

Each party retains ownership of the intellectual property it brings to an engagement. KNOX AUTOWURX LLC retains ownership of its pre-existing tools, frameworks, methods, know-how and generic components, including any improvements to them. Unless the statement of work says otherwise, we grant you a perpetual, non exclusive, worldwide licence to use the deliverables we create specifically for you, for your internal business purposes, once the associated fees have been paid.

Where a deliverable incorporates our pre-existing components or third party components, the licence to you covers the deliverable as integrated, while ownership of the underlying components remains with us or the third party. We will identify any third party components and their licence terms in the statement of work so that there are no surprises.

You grant us a licence to use your name, logo and a general description of the engagement for the purpose of a client reference, unless you ask us in writing not to. We will never publish your operational or confidential information as part of a reference without your specific written approval.

10. Client Data and Confidentiality

You retain ownership of the data you place in or connect to a platform. We process that data on your instructions and in accordance with our Privacy Policy and the data processing terms in the statement of work. We do not use your operational data for our own commercial purposes, and we do not disclose it except as required to deliver the services, as agreed with you, or as required by law.

Each party agrees to keep the other party confidential information confidential, to use it only for the purposes of the engagement and to protect it with at least the same care it uses for its own confidential information. Confidential information does not include information that is public through no fault of the receiving party, information independently developed, or information lawfully received from a third party without a duty of confidence. Where the law requires disclosure, the disclosing party will give the other party notice where it lawfully can, so that protective steps can be considered.

On termination, each party will return or delete the other party confidential information in accordance with the agreement, subject to any legal retention requirement and to reasonable backup practices. Our obligations of confidentiality survive the end of the engagement.

11. Third Party Integrations

Our services often connect to third party tools such as diagnostic equipment, telematics services, supplier catalogs and accounting platforms. Those tools are governed by their own terms and privacy notices, and we do not control them. We will tell you what we know about the requirements and limitations of an integration, and we will work with the provider where necessary, but we cannot guarantee the continued availability or behavior of a third party service.

Where a third party changes or withdraws an interface, we will assess the impact with you and propose a remedy, which may include an alternative integration, a custom connector or a revised workflow. Any additional work required as a result is handled through the change process described above. We do not accept liability for a third party decision to change its service, except where the statement of work expressly says otherwise.

12. Acceptable Use

You agree not to misuse our website or services. In particular, you agree not to attempt to gain unauthorized access to any system, to interfere with the operation of a platform, to introduce malicious code, to use a service to send unsolicited bulk messages, to scrape or harvest data without permission, or to use a service in a way that infringes the rights of another person. You agree to comply with all laws that apply to your use of the services, including data protection, export control and anti corruption laws.

Where a platform is hosted by us, you agree not to share access credentials outside your organization, to configure the platform in a way that undermines its security, or to use storage and processing capacity in a way that is disproportionate to the agreed service. We may suspend access where we reasonably believe there is a serious risk to the security or integrity of the service, and we will tell you as soon as practical so that the issue can be resolved.

13. Service Availability and Support

Where we host or operate a platform for you, we aim to keep it available during your working hours and we monitor it for faults. Specific availability commitments, maintenance windows and support response times are recorded in the statement of work or a service level schedule. Planned maintenance is communicated in advance where practical, and emergency maintenance is carried out with the least disruption we can manage.

Support is provided through the channels agreed with you, which may include a named engineer, a support mailbox and a telephone line. Our standard support covers the operation of the systems we have delivered, the diagnosis of faults and the re connection of integrations that change. Support does not cover issues caused by unauthorized changes, third party software outside the agreed scope, or your own network or infrastructure, though we will always help you identify where such an issue lies.

14. Warranties and Disclaimers

We warrant that our services will be performed with reasonable skill and care by suitably qualified personnel and in accordance with the agreed statement of work. If a deliverable does not conform to the agreed specification, we will correct it at no additional charge, provided you tell us within the acceptance period or a reasonable time thereafter.

Except for the warranties expressly stated in these terms or in the statement of work, our services and website are provided on an as available basis and we disclaim all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non infringement, to the fullest extent permitted by law. We do not warrant that a platform will be uninterrupted or error free, or that it will meet every requirement that is not recorded in the agreed specification.

Nothing in these terms excludes or limits any warranty or condition that cannot lawfully be excluded or limited.

15. Limitation of Liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, loss of revenue, loss of anticipated savings, loss of data or business interruption, arising out of or in connection with these terms, even if the party was advised of the possibility of such damages.

To the fullest extent permitted by law, the total aggregate liability of each party under or in connection with an engagement is limited to the fees paid or payable by you to KNOX AUTOWURX LLC under the applicable statement of work in the twelve months preceding the event giving rise to the claim. Where the law does not permit such a limitation, liability is limited to the smallest amount the law allows.

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited. Each limitation in this section applies separately and survives even if a limited remedy is found to have failed its essential purpose.

16. Indemnification

You agree to indemnify and hold harmless KNOX AUTOWURX LLC and its personnel against third party claims, losses and reasonable costs arising from your unlawful use of the services, from data you provide that you did not have the right to provide, or from your breach of these terms. We agree to indemnify and hold you harmless against third party claims that a deliverable we created for you infringes a valid intellectual property right, provided you notify us promptly, allow us to control the defense, and do not settle the claim without our consent.

If an infringement claim is made or appears likely, we may at our option procure the right for you to continue using the deliverable, modify it so that it is no longer infringing while retaining substantially equivalent functionality, or accept the return of the affected deliverable and refund the fees paid for it, less a reasonable allowance for use. This remedy is your sole remedy for an infringement claim, to the extent permitted by law.

17. Term and Termination

These terms apply for as long as you use our website or services. An individual engagement runs for the term set out in the statement of work. Either party may terminate an engagement for material breach if the breach is not remedied within a reasonable period after written notice, or immediately if the other party becomes insolvent or ceases to carry on business.

Either party may terminate a support arrangement for convenience on the notice period recorded in the statement of work. On termination you remain liable for fees for work properly performed and for any non cancellable third party commitments we entered into at your request. We will provide reasonable transition assistance, which may be chargeable at our standard rates, to help you move to another provider or to take the system in house.

On termination we will return or delete your data in accordance with the agreement and our Privacy Policy, subject to legal retention requirements. Provisions that by their nature should survive termination, including confidentiality, intellectual property, liability and governing law, continue to apply.

18. Changes to the Services or Terms

We may update these terms from time to time to reflect changes in our services, our business or the law. When we make a material change, we will update the effective date at the top of this page. Where a change applies to a live engagement, we will give you reasonable notice and, if the change is significant, an opportunity to discuss it with us before it takes effect.

We may also evolve the services themselves, for example by adding features, retiring obsolete components or updating the underlying technology. We aim to give advance notice of any change that affects how you use a platform, and we will not remove a material feature you rely on without discussing an alternative with you.

19. Governing Law and Dispute Resolution

These terms are governed by the laws of the State of Utah and the applicable laws of the United States, without regard to conflict of law rules. The courts located in Utah have exclusive jurisdiction over any dispute arising out of or in connection with these terms, unless the parties agree otherwise in writing.

Before commencing formal proceedings, the parties agree to attempt in good faith to resolve any dispute through discussion between senior representatives. If a dispute is not resolved within thirty days of written notice, either party may pursue its remedies in the agreed forum. Nothing in this section prevents a party from seeking urgent injunctive relief where it is necessary to protect its rights or confidential information.

20. General Provisions

These terms, together with any applicable statement of work and our Privacy Policy, form the entire agreement between the parties on their subject matter and supersede any prior understanding or representation. A failure to enforce a provision on one occasion is not a waiver of that provision. If a provision is found to be invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision is modified to the minimum extent necessary to make it enforceable.

You may not assign an engagement without our written consent, except to an affiliate or as part of a merger or sale of substantially all your assets. We may assign an engagement to an affiliate or a successor in connection with a merger, acquisition or reorganization, provided the assignment does not reduce the level of service you receive. Neither party is liable for a failure to perform caused by an event beyond its reasonable control, provided it notifies the other party promptly and works to resume performance. Notices under these terms must be in writing and sent to the addresses recorded in the engagement documents or to the contact details published on our website.

21. How to Contact Us

Questions about these Terms of Service, or requests relating to an engagement, are welcome at the details below. We aim to respond promptly and in plain language.