These Terms of Service ("Terms") govern your use of RepairSphere. Please read them carefully. By placing an order for the Service, or by using it, you agree to them.
1. Who we are
RepairSphere is provided by Xegen Ltd, a company registered in Scotland with company number SC745778, whose registered office is at Summit House, 4-5 Mitchell Street, Edinburgh, EH6 7BD, United Kingdom ("we", "us", "Xegen").
You can contact us about these Terms, or about data protection, at privacy@repairsphere.com.
2. The agreement between us
Our agreement consists of these Terms, the Order Form you sign with us, and our Data Processing Addendum. Together these are the whole agreement between us and replace anything said or written beforehand.
If they conflict, they take precedence in this order: (1) the Order Form, (2) the Data Processing Addendum, (3) these Terms.
These Terms are published in more than one language. The English version prevails if a translation differs from it.
3. The Service
RepairSphere is workshop management software for accident repair businesses, provided as a subscription over the internet ("the Service"). We grant you a non-exclusive, non-transferable right to use it for your own business during your subscription.
We aim to keep the Service available and will use reasonable skill and care in providing it. We do not promise a particular level of uptime unless your Order Form says so. We may change how the Service works, and will not make changes that materially reduce its core functionality during a paid term without telling you first.
4. Your account and your users
You are responsible for the people you give access to. That means keeping login credentials secure, removing access promptly when someone leaves, and making sure your staff use the Service in line with these Terms. Anything done through your account is treated as done by you.
You are responsible for the accuracy of what your staff enter. We do not check or verify your records, and the Service's calculations, reports and KPIs are only as good as the data behind them.
5. Fees
Fees, the billing period and any minimum term are those set out in your Order Form. Unless your Order Form says otherwise, fees are payable in advance and are exclusive of VAT and any other applicable tax.
If you do not pay a properly issued invoice by its due date, we may suspend the Service after giving you reasonable notice and an opportunity to pay.
6. Your data
Everything you and your staff put into the Service — your customer records, vehicles, jobs, photographs, estimates and time entries — remains yours ("Customer Data"). We do not acquire ownership of it.
We process Customer Data only to provide and support the Service, and on the terms of our Data Processing Addendum. Where Customer Data includes personal data, you are the controller and we are the processor.
You can export your data at any time while your subscription is active. After it ends, we will keep your data available for export for 30 days, then delete it. Tell us before that window closes if you need longer.
7. Acceptable use
You must not:
- use the Service for anything unlawful, or to store unlawful content;
- attempt to access another customer's data, or to circumvent the separation between accounts;
- probe, scan or load-test the Service without our written permission;
- resell, sublicense or provide the Service to anyone else as a service of your own;
- copy, decompile or reverse engineer the Service, except to the extent the law says you may despite this restriction.
8. Messaging your customers
The Service can send messages to your customers by WhatsApp, and may support SMS and email. These messages go to real people who are not our customers, which is why this section exists.
8.1 Obligations that apply however messages are sent
- You must have obtained the recipient's opt-in before you send. The opt-in must be specific to your business and to the channel you are using.
- You must honour an opt-out promptly, and must not send again on that channel afterwards.
- You must not send prohibited content, including anything unlawful, misleading, or in a category the messaging provider forbids.
- Where WhatsApp is used, you must respect the customer service window and use approved message templates outside it.
Recording an opt-in in the software is not the same as having obtained one. RepairSphere lets you record consent against a customer, and will not send on a channel where you have not recorded it — but that record is your assertion that consent exists, not evidence that it does. Obtaining it, and being able to evidence it, is your responsibility.
Local law about commercial messaging is also your responsibility. Examples, not an exhaustive list: Australia's Spam Act 2003, registration requirements under India's TRAI rules, and Singapore's Do Not Call registry. If you send to recipients in a country, you must comply with that country's rules.
8.2 Where you send from a RepairSphere number
If you use a WhatsApp sender provided by us, the underlying WhatsApp Business Account is ours. We are bound by Meta's WhatsApp Business Terms and its Business Messaging Policy, and you must comply with those policies as though you held the account yourself.
That number may be shared with other RepairSphere customers. If one business sends messages to people who have not opted in, Meta can restrict or block the number — and that affects every business sending from it. Accordingly:
- we may suspend your messaging immediately and without notice where Meta restricts the number, threatens to, or where we reasonably believe your sending puts the number at risk;
- you indemnify us against losses, claims and costs arising from your non-compliant sending, including loss of service suffered by other customers sharing that number.
We will tell you why we have suspended messaging and restore it once the risk is resolved.
8.3 Where you send from your own number
You may connect your own WhatsApp Business Account, either for your whole business or for an individual site. Where you do, your relationship with Meta is your own: you contract with Meta directly, you are bound by its terms directly, and you are responsible for its fees. We relay your messages and are not responsible for Meta's acts, pricing, restrictions or availability.
A site set up to use its own number will not fall back to a RepairSphere number if that connection stops working. Messages from that site will fail rather than reach your customers from a number they do not recognise. Failures are logged and shown in your settings, and keeping the connection valid is your responsibility.
9. Third-party services
The Service relies on third parties, including Meta for WhatsApp messaging, and on any integration you choose to configure. We are not responsible for their availability, acts or omissions. Our current sub-processors are listed in the Data Processing Addendum.
10. Intellectual property
We own the Service, its software, and all intellectual property in it. Nothing in these Terms transfers any of that to you. You own your Customer Data, and nothing here transfers it to us.
If you send us feedback or suggestions, we may use them freely, without owing you anything.
11. Warranties and disclaimers
We warrant that we will provide the Service with reasonable skill and care. Beyond that, and to the extent the law allows, the Service is provided as is and we exclude all other warranties, whether express or implied.
In particular, we do not warrant that the Service is sufficient to meet your regulatory obligations. The Service can help you record consents, retain records and produce reports, but whether your business complies with the law that applies to it is a matter for you and your advisers.
12. Liability
Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded or limited.
Subject to that:
- neither of us is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill, business or anticipated savings;
- our total liability arising out of or in connection with this agreement, whether in contract, delict (including negligence) or otherwise, is limited to the fees you paid us in the twelve months before the event giving rise to the claim.
13. Term, suspension and termination
Your subscription runs for the term in your Order Form and renews for successive terms of the same length unless either of us gives notice not to renew before the current term ends.
Either of us may terminate this agreement immediately if the other commits a material breach and fails to put it right within 30 days of being asked to in writing, or if the other becomes insolvent.
We may suspend your access where required by law, where your use presents a security risk, where an invoice is overdue after notice, or under clause 8.2. Suspension is not termination, and we will restore access once the cause is resolved.
When this agreement ends, your right to use the Service ends, and clause 6 governs what happens to your data.
14. Changes to these Terms
We may change these Terms. If a change is material, we will give you at least 30 days' notice by email or in the Service before it takes effect. Continuing to use the Service after that means you accept the change. If you do not accept it, you may terminate before it takes effect and we will refund any fees covering the period after termination.
15. General
Neither of us is liable for failure to perform caused by events outside our reasonable control. You may not assign this agreement without our consent, which we will not withhold unreasonably. If any provision is found unenforceable, the rest continues in force. A failure to enforce a right is not a waiver of it. Nobody other than you and us has any right to enforce these Terms.
16. Governing law
This agreement, and any dispute arising out of or in connection with it (including non-contractual disputes), is governed by the law of Scotland.
The Scottish courts have non-exclusive jurisdiction to settle any such dispute.