Terms of Service

These Terms of Service (the "Terms") are a binding agreement between [REVIEW: registered legal entity name] ("we", "us") and the business that subscribes to F&I Agency HQ (the "Customer", "you"). They govern your access to and use of F&I Agency HQ, the website at fiagencyhq.com, and everything we provide through them (the "Service").

By creating an account, starting a trial, or using the Service, you accept these Terms. If you accept them on behalf of a business, you represent that you have authority to bind that business, and "you" means that business.

If you do not agree to these Terms, do not use the Service.

You must provide accurate registration and billing information and keep it current. We may suspend the Service if information we rely on to bill you is wrong or out of date.

You are responsible for everything done under your account, including by your Users, and for keeping credentials confidential. Tell us promptly if you believe an account has been compromised. You remain liable for all fees incurred through your account, including through unauthorised use, until you notify us.

The Service is not priced per user. You may add as many Users as your business requires, provided each is an employee or contractor acting for you and account sharing between individuals does not occur.

New accounts receive a 30-day free trial. No payment method is required to start it, and we do not charge you automatically when it ends.

When the trial ends without a subscription, access to the Service stops. You will still be able to sign in and export your Customer Data as described in section 6.4, but you will not be able to use the Service until you subscribe.

Trials are offered at our discretion, one per business, and may be modified or withdrawn for future customers at any time.

The Service is sold as a single plan with all features included. What you pay depends only on your number of Active Dealers, according to the Bands published on our pricing page. Current Bands are:

Your Band is determined by the number of Active Dealers in your account. We measure this continuously. Importing a commission statement can create dealer records automatically, so your Active Dealer count may increase as a result of ordinary use of the Service.

This clause describes how your fees can increase without further action by you. Read it.

If your Active Dealer count moves above your current Band, we will notify you in the Service and you may move to the correct Band at any time. If you have not done so within 30 days of that notice, we will move your subscription to the correct Band automatically, and you authorise us to charge the resulting fees.

We will not restrict your use of the Service during that period, and we do not adjust Bands downward automatically. If your Active Dealer count falls, contact us and we will move you down at your next renewal.

If you are on an annual Subscription Term and move to a higher Band during it, you will be charged the difference between the Bands, at monthly rates, for the whole months remaining in that Term. That amount is charged immediately and is not refundable. Your subscription then renews at the higher Band's annual rate.

The exact amount is shown to you in the Service before you confirm, and appears on your invoice.

Your subscription renews automatically at the end of each Subscription Term — monthly plans monthly, annual plans annually — at the then-current rate for your Band, until cancelled under section 11.

You may cancel renewal at any time through the billing portal in your account. Cancellation takes effect at the end of the Subscription Term you have already paid for; it does not shorten or refund it.

You authorise us and our payment processor to charge your payment method for all fees when due, including renewal fees, Band adjustments under 5.3 and 5.4, and any applicable taxes. You must keep a valid payment method on file for as long as your subscription is active.

Payments are processed by Stripe. We do not receive or store your full card number.

All fees are non-refundable and are payable in full, in advance, and without set-off, deduction or counterclaim. We do not provide refunds or credits for partial periods, unused time, features you chose not to use, periods during which you did not log in, or Subscription Terms terminated early — except where required by law.

Not using the Service does not suspend your obligation to pay for it.

If a payment fails, we will attempt to collect it again. If any amount remains unpaid, we may suspend your access to the Service without further notice, and your obligation to pay continues while access is suspended.

Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, from the due date until paid. You are responsible for reasonable costs of collection, including legal fees.

We will not delete your Customer Data solely because an invoice is overdue. Deletion is governed by section 11.

Fees are exclusive of sales, use, VAT, GST and similar taxes. You are responsible for all such taxes other than taxes on our income. If we are required to collect them, they will be added to your invoice.

We may change our prices. Changes take effect at your next renewal, and we will give you at least 30 days' notice before they do. Continuing to use the Service after the change takes effect is acceptance of the new price; if you do not accept it, cancel before your renewal date.

As between you and us, you own all Customer Data. You grant us a limited licence to host, process, transmit and display it solely to provide, secure and support the Service, and to comply with law.

You are responsible for the accuracy, quality and legality of Customer Data, for the means by which you acquired it, and for having the rights and, where required, consents necessary for us to process it as described in our Privacy Policy.

The Service assists with commission reconciliation. It does not verify what a vendor owes you and it is not an accounting, tax, legal or audit service. Reconciliation results, variance flags, dispute figures and payout calculations are produced from the data you supply and the rates you configure. You are responsible for reviewing them before relying on them, disputing anything with a vendor, or paying anyone.

You may export Customer Data as CSV at any time while your account exists, including after a trial has ended, while a subscription is suspended for non-payment, and for 30 days after termination.

You will not, and will not permit anyone to:

The Service can send email from a mailbox you connect, and can record when a recipient opens a message or follows a link in it.

You are solely responsible for the email you send through the Service and for its compliance with law, including the CAN-SPAM Act, state equivalents, and any applicable privacy or marketing law in your recipients' jurisdictions. That includes having a lawful basis to contact recipients, honouring opt-out requests, and disclosing tracking where disclosure is required.

The Service can connect to third-party services at your direction, including Google and Microsoft mailboxes and third-party data sources used for prospecting. Your use of those services is governed by their terms, not ours. We are not responsible for them, and we may stop supporting a connection if the third party changes or withdraws access.

We own the Service, including all software, designs, documentation and trademarks in it, and all improvements to it. These Terms grant you a limited, non-exclusive, non-transferable right to use the Service during your Subscription Term, and nothing more.

If you send us feedback or suggestions, we may use them without restriction or obligation to you.

Each party may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential. Each party will protect the other's confidential information with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and contractors bound by similar obligations, or as required by law.

This does not apply to information that is public through no fault of the receiving party, was already known to it, or is independently developed by it.

These Terms apply from the day you first access the Service until all subscriptions have expired or been terminated.

You may cancel renewal at any time. Cancellation ends future renewals; it does not refund or shorten the Subscription Term you have already paid for.

We may suspend or terminate your access if you materially breach these Terms and do not cure the breach within 15 days of written notice, or immediately if you breach section 7, or if required by law. We may terminate for non-payment if an amount is more than 30 days overdue.

You may export Customer Data for 30 days after termination. After that period we may delete it, and we are under no obligation to retain it. Fees already incurred remain payable.

Sections 5.7, 5.8, 6.1, 9, 10, 12, 13, 14 and 15 survive termination.

The Service is provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.

We do not warrant that the Service will be uninterrupted, error-free, or that it will identify every commission discrepancy, underpayment or chargeback. Reconciliation output is an aid to your judgement, not a substitute for it.

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost commissions, lost business or loss of data, whether or not the possibility of such damages was known.

Our total aggregate liability arising out of or relating to these Terms or the Service will not exceed the total fees you paid us in the twelve months immediately preceding the event giving rise to the claim.

These limits do not apply to your obligation to pay fees, to either party's indemnification obligations, or to liability that cannot be limited by law.

You will defend, indemnify and hold us harmless from any third-party claim, and any resulting damages, losses and reasonable legal fees, arising out of or relating to: your Customer Data; your use of the Service in breach of these Terms or of law; email you sent through the Service; or a dispute between you and a vendor, dealer, rep or other third party.

We will defend you against any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights, and will pay damages finally awarded against you on that claim.

These Terms are governed by the laws of [REVIEW: state], without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in [REVIEW: state] for any dispute not required to be resolved otherwise.

Each party waives any right to a jury trial, and to bring or participate in any class or representative action arising out of these Terms, to the extent permitted by law.

Before filing anything, the parties will try in good faith to resolve the dispute by discussing it, for at least 30 days after written notice.

We may update these Terms. For material changes we will give at least 30 days' notice by email or in the Service, and the change takes effect at your next renewal. Continuing to use the Service after that is acceptance.

Notices to you may be sent to the email address on your account. Notices to us must be sent to sales@fiagencyhq.com and to [REVIEW: mailing address for legal notice].

You may not assign these Terms without our written consent, except to a successor of your business. We may assign them to an affiliate or in connection with a merger or sale of assets.

If any provision is held unenforceable, it will be limited to the minimum extent necessary and the rest remains in force. A failure to enforce a provision is not a waiver of it.

These Terms, together with our Privacy Policy, are the entire agreement between the parties about the Service and supersede all prior discussions. Any purchase order or vendor terms you issue are of no effect.

Neither party is liable for failure to perform (other than a failure to pay) caused by events beyond its reasonable control.