Terms of Service

Effective 16 October 2026 · Vilmak Ltd

1. About these terms

1. These Terms of Service (the Terms) govern access to and use of the Vilmak Fleet Operations software service, its websites, the driver web app and any related support (together, the Service), provided by Vilmak Ltd, a company registered in England and Wales under company number 17425133, whose registered office is at Bowen Suite, The Globe Centre, 1 St. James Square, Accrington, BB5 0RE (we, us, our).
2. The Terms form a binding contract between us and the business, company or other organisation that registers for, subscribes to or uses the Service (the Customer, you, your). The person who accepts the Terms on the Customer's behalf confirms that they have authority to bind the Customer.
3. The Terms incorporate the Data Processing Agreement, the Acceptable Use Policy and any order, quote or pricing shown to you at checkout or agreed with us in writing (an Order). If there is a conflict, the following order of precedence applies: (a) a signed written agreement between us that expressly varies these Terms; (b) the Data Processing Agreement, in relation to personal data; (c) these Terms; (d) the Acceptable Use Policy; (e) the Order.
4. The Service is supplied for business purposes only. You confirm that you are not entering into the Terms as a consumer. Consumer protection laws that apply only to consumers do not apply to this contract.
5. You accept the Terms by ticking a box, clicking to accept, completing checkout, or by accessing or using the Service, whichever happens first.

2. Definitions

1. Authorised User means an employee, worker, driver, contractor or agent of the Customer whom the Customer permits to use the Service under its account, including drivers using the driver app.
2. Customer Data means all data, information, photographs, files and other content that the Customer or its Authorised Users submit to, upload to, import into or create in the Service, including data about drivers and vehicles.
3. Depot means a location or operating unit set up within the Customer's account.
4. Fees means the subscription fees and any other charges payable under an Order or these Terms.
5. Subscription Period means each monthly or other billing period for which Fees are payable.
6. Data Protection Laws means the UK General Data Protection Regulation as defined in the Data Protection Act 2018 (UK GDPR), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other law relating to personal data that applies to a party, each as amended or replaced from time to time.
7. Business Day means a day other than a Saturday, Sunday or public holiday in England.

3. The Service

1. Subject to the Customer paying the Fees and complying with these Terms, we grant the Customer a non-exclusive, non-transferable, non-sublicensable right, during the term, to access and use the Service, and to permit its Authorised Users to do so, solely for the Customer's internal business operations.
2. The Service is provided as a hosted service. No software is sold or licensed for installation, other than the web app that runs in an Authorised User's browser.
3. We may change, improve or withdraw features of the Service from time to time. We will not make a change that materially reduces the core functionality of the Service during a paid Subscription Period without giving you at least 30 days' notice, unless the change is required by law, for security reasons, or by a third-party provider on which the Service relies. If such a change materially and adversely affects you, you may terminate these Terms by written notice to us and receive a pro-rata refund of any Fees paid in advance for the period after termination.
4. Features described as preview, trial, beta or similar are provided as-is, may change or be withdrawn at any time and are excluded from any commitment in these Terms.
5. The Service does not connect to, and is not endorsed by, affiliated with or approved by, any delivery network, marketplace or carrier (including Amazon, InPost or any other). Names of such businesses are used only to describe the formats of data the Customer may upload, and remain the trade marks of their owners.

4. Important limits of the Service

The Customer acknowledges and agrees that:

1. Vehicle safety. The Service is a recordkeeping and workflow tool. It records checks, answers, photographs, defects, repairs and decisions made by people. It does not inspect, test, assess or certify any vehicle, and no output of the Service (including a completed check, a photograph, a status colour or a release record) is a statement by us that a vehicle is safe, roadworthy, legal or fit for use. The Customer remains solely responsible for the safety and roadworthiness of its vehicles; for complying with any operator licence, the Road Traffic Act 1988, the Road Vehicles (Construction and Use) Regulations 1986, DVSA guidance and any other law, licence condition or contract term concerning vehicles; and for deciding whether a vehicle may be used.
2. Release of vehicles. The Service can restrict a vehicle and require an authorised person to record a repair and recheck before release. The Customer decides who is authorised and is responsible for each release decision recorded by its Authorised Users.
3. Automatically read figures. Figures read automatically from screenshots, images or files (including by optical character recognition) may be incomplete or wrong. They are suggestions only until reviewed and approved by the Customer. The Customer is responsible for checking them before relying on them.
4. Earnings and statements. Earnings calculations are estimates based on the data and pay rules the Customer enters. An amount becomes approved only when an Authorised User of the Customer approves it. The Service is not a payroll, accounting, tax or invoicing system and does not make payments. The Customer is solely responsible for what it pays any person, for the employment or engagement status of its drivers, for deducting and paying any tax and National Insurance, for minimum wage, holiday pay and working time compliance, and for any invoice it issues or accepts.
5. Notifications. Reminders and notifications depend on devices, browsers, permissions and networks outside our control. A notification shown as sent may not have been delivered or seen. The Customer must not rely on the Service as the only means of communicating safety-critical or time-critical instructions.
6. Performance information. The Service displays scorecards and metrics provided by the Customer or its delivery networks. We do not create or verify performance scores. The Customer is responsible for any decision it makes about any person using such information, and must ensure that any such decision is lawful and fair and, where required by law, involves meaningful human review.
7. Records. The Customer is responsible for keeping any records that the law or its contracts require it to keep, for the periods required. The Customer may export its records at any time while its account is active.

5. Accounts and Authorised Users

1. The Customer must ensure that the information it provides when registering and afterwards is accurate and kept up to date.
2. The Customer is responsible for: (a) setting up and removing Authorised Users and their roles and permissions; (b) ensuring that each Authorised User keeps their sign-in details confidential and does not share accounts; (c) all activity carried out under its account and by its Authorised Users; and (d) ensuring that its Authorised Users comply with these Terms and the Acceptable Use Policy.
3. The Customer must notify us without delay at info@vilmak.co.uk if it becomes aware of any unauthorised access to, or use of, its account or the Service.
4. We may suspend an Authorised User's access if we reasonably believe that their credentials have been compromised or that they are in breach of the Acceptable Use Policy.

6. Customer obligations

1. The Customer shall: (a) use the Service only in accordance with these Terms and all applicable laws; (b) obtain and maintain any rights, notices and lawful bases needed for us to process Customer Data as described in these Terms; (c) inform its drivers and other individuals, in a clear and transparent way, how their personal data will be used in the Service, including for vehicle checks, photographs, attendance, delivery performance and earnings; (d) carry out any data protection impact assessment required by law before using the Service to monitor or evaluate individuals; and (e) provide us with information and co-operation that we reasonably require to provide the Service.
2. The Customer is solely responsible for the accuracy, quality, legality and integrity of Customer Data, and for its pay rules, forms, check templates, retention settings and other configuration.
3. The Customer shall not, and shall ensure its Authorised Users do not, upload special category personal data (such as health information) or criminal offence data to the Service except where strictly necessary, permitted by law and protected by an appropriate condition under Data Protection Laws.

7. Fees and payment

1. The Fees are those shown on our pricing page or in the Order at the time of subscribing, as changed under clause 7.6. Unless agreed otherwise, Fees are charged per Depot for each Subscription Period according to the price band for the number of active drivers in that Depot. Depots with no active drivers are not charged. A Depot above the highest published band is charged at a price agreed in writing with the Customer.
2. Fees are billed in advance at the start of each Subscription Period and charged automatically to the payment card or other method the Customer provides through our payment provider, Stripe. The Customer authorises these recurring charges until the subscription is cancelled. The number of Depots and drivers in each band is assessed by the Service at each billing date.
3. All Fees are stated in pounds sterling and exclude VAT and any other applicable taxes, which the Customer shall pay in addition at the applicable rate where we are required to charge them.
4. Fees are non-refundable and no credit is given for partial Subscription Periods, unused features, unused Depots or reductions in driver numbers during a Subscription Period, except where these Terms expressly provide otherwise or where a refund is required by law.
5. If a payment fails or any Fees are unpaid when due, we may, without liability, (a) retry the payment; (b) restrict the Customer's account so that only the billing page is available; and (c) after giving at least 7 days' notice, suspend the Service until payment is received. Customer Data is retained during suspension in accordance with clause 11. We may charge interest on overdue amounts at the rate provided by the Late Payment of Commercial Debts (Interest) Act 1998.
6. We may change the Fees by giving the Customer at least 30 days' notice by email or in the Service. A change takes effect from the start of the first Subscription Period beginning after the notice period ends. If the Customer does not agree to the change, it may cancel its subscription before the change takes effect.
7. Where a free trial is offered, it lasts for the period stated at sign-up. At the end of the trial, the subscription will start and Fees will be charged unless the Customer has cancelled before the trial ends. We may end or change a trial at any time.

8. Intellectual property

1. We and our licensors own all intellectual property rights in the Service, including its software, design, documentation, text and trade marks. Except for the rights expressly granted in clause 3.1, no rights in the Service are granted to the Customer.
2. The Customer shall not, and shall not permit anyone to: (a) copy, modify, translate or create derivative works of the Service; (b) reverse engineer, decompile or disassemble the Service, except to the extent permitted by law that cannot be excluded; (c) resell, sublicense, rent, lease or provide the Service to third parties as a service bureau; (d) access the Service to build a competing product; or (e) remove any proprietary notices.
3. If the Customer or its Authorised Users provide suggestions or feedback about the Service, we may use them freely without obligation to the Customer.

9. Customer Data and data protection

1. As between the parties, the Customer owns all rights in Customer Data. The Customer grants us a non-exclusive, royalty-free licence for the term to host, store, copy, transmit, process and display Customer Data only to the extent necessary to provide, secure, support and maintain the Service and to comply with law.
2. In relation to personal data contained in Customer Data, the Customer is the controller and we are the processor. The Data Processing Agreement applies and forms part of these Terms.
3. We process personal data of the Customer's account contacts and billing contacts as a controller, as described in our Privacy Notice.
4. We do not sell Customer Data, use it for advertising, or use it to train artificial intelligence models.
5. We take regular backups of the Service for disaster recovery. Backups are not an archive service and the Customer should export any records it must keep.

10. Term, cancellation and termination

1. These Terms start when accepted and continue until the subscription is cancelled or terminated. Subscriptions renew automatically at the end of each Subscription Period.
2. The Customer may cancel at any time from the billing page in the Service or by notice to us. Cancellation takes effect at the end of the current Subscription Period, and the Service remains available until then.
3. Either party may terminate these Terms with immediate effect by written notice if the other party: (a) commits a material breach that is not capable of remedy, or, if capable of remedy, is not remedied within 14 days of written notice; or (b) becomes insolvent, has a receiver, administrator or liquidator appointed, enters into an arrangement with its creditors, or ceases to carry on business.
4. We may terminate these Terms for convenience by giving the Customer at least 60 days' written notice, in which case we will refund any Fees paid in advance for the period after termination.
5. We may suspend all or part of the Service immediately and without liability if we reasonably believe that: (a) suspension is necessary to protect the security or integrity of the Service or other customers' data; (b) the Customer or its Authorised Users are in material breach of the Acceptable Use Policy; or (c) we are required to do so by law. We will tell the Customer the reason where lawful and lift the suspension once the reason no longer applies.
6. On termination for any reason: (a) all rights granted to the Customer end; (b) the Customer shall pay any Fees due up to the date of termination; and (c) clauses 4, 8, 9, 11, 12, 13, 14, 15 and 17, and any other provisions which by their nature should survive, continue in force.

11. Export and deletion of Customer Data

1. The Customer may export its records using the export features of the Service at any time while its account is active or restricted for non-payment.
2. For 30 days after termination or expiry, we will, on request, make Customer Data available for export. After that period we will delete Customer Data from the live Service within 90 days, unless we are required by law to keep it. Copies in backups are overwritten in the normal backup cycle, which is currently no longer than 60 days, and are not restored except for disaster recovery.
3. We may delete inspection photographs and other evidence before termination in accordance with the retention periods the Customer configures in the Service, except for items the Customer has placed on legal hold.

12. Confidentiality

1. Each party shall keep the other party's Confidential Information confidential and use it only to perform its obligations or exercise its rights under these Terms. Confidential Information means information of a party that is marked or would reasonably be regarded as confidential, including Customer Data and non-public information about the Service, but excluding information that is or becomes public other than through breach, was lawfully known to the recipient beforehand, is independently developed, or is lawfully received from a third party without restriction.
2. A party may disclose Confidential Information to its employees, contractors, sub-processors and professional advisers who need to know it and are bound by equivalent obligations, or where required by law, a court or a regulator, provided that (where lawful) it gives the other party prompt notice.

13. Warranties and disclaimers

1. We warrant that we will provide the Service with reasonable skill and care and in accordance with good industry practice.
2. We will use reasonable endeavours to make the Service available at all times, but we do not guarantee that it will be uninterrupted, error-free or free of harmful components. Planned maintenance will, where reasonably possible, be carried out outside normal UK business hours. No service level or service credits apply unless agreed in a signed written agreement.
3. If the Service does not comply with clause 13.1, the Customer's sole remedy, and our sole obligation, is for us to use reasonable endeavours to correct the non-compliance promptly or, if we cannot do so within a reasonable time, for either party to terminate the affected Service and for us to refund Fees paid in advance for the period after termination.
4. Except as expressly set out in these Terms, all warranties, conditions and other terms implied by statute or common law, including as to satisfactory quality and fitness for a particular purpose, are excluded to the fullest extent permitted by law.

14. Limitation of liability

1. Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) the Customer's obligation to pay Fees; or (d) any other liability that cannot be limited or excluded by law.
2. Subject to clause 14.1, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profits, revenue, business, contracts or anticipated savings; (b) loss of goodwill or reputation; (c) loss or corruption of data, except that we remain responsible for restoring Customer Data from our most recent backup where the loss was caused by our breach; (d) loss arising from the Customer's contracts with delivery networks or other third parties, including deductions, chargebacks, penalties or loss of routes; (e) fines, penalties or sanctions imposed by any regulator or authority; or (f) indirect or consequential loss; in each case even if foreseeable.
3. Subject to clause 14.1, we shall not be liable for any loss arising from: (a) any decision by the Customer or its Authorised Users to use, restrict or release a vehicle; (b) any accident, incident, breakdown or roadside check involving a Customer vehicle; (c) any amount paid or not paid to any person by the Customer; or (d) the Customer's reliance on figures read automatically from images or files, or on unapproved estimates.
4. Subject to clauses 14.1 to 14.3, each party's total aggregate liability arising out of or in connection with these Terms in any 12-month period, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees paid and payable by the Customer in the 12 months before the event giving rise to the claim.
5. The parties agree that these limits are reasonable having regard to the Fees, the nature of the Service and the Customer's ability to insure against the relevant risks.

15. Indemnity

1. The Customer shall indemnify us against all losses, damages, costs (including reasonable legal fees) and expenses arising from any third-party claim, including a claim by a driver, Authorised User, data subject or regulator, to the extent that it arises from: (a) Customer Data, or our processing of it in accordance with the Customer's instructions and these Terms; (b) the Customer's or its Authorised Users' breach of these Terms or of applicable law; or (c) the Customer's decisions about vehicles or about the engagement, management, performance or payment of any person.
2. We shall indemnify the Customer against losses arising from a third-party claim that the Customer's use of the Service in accordance with these Terms infringes that third party's UK intellectual property rights, provided that the Customer promptly notifies us, allows us to control the defence and settlement, and gives reasonable assistance. This indemnity does not apply to claims arising from Customer Data, modifications not made by us, or use in combination with items not supplied by us. If such a claim is made, we may modify the Service so that it no longer infringes, obtain a licence, or terminate the Service and refund Fees paid in advance for the period after termination. This clause states the Customer's sole remedy for such claims.

16. Force majeure

Neither party shall be in breach of these Terms or liable for any delay or failure to perform caused by events beyond its reasonable control, including failure of public networks or utilities, failure of a third-party hosting or payment provider, cyber attack despite reasonable security measures, fire, flood, pandemic, war, terrorism, strikes (other than of that party's own workforce) or acts of government. The affected party shall notify the other promptly and use reasonable endeavours to minimise the effect. If such an event continues for more than 30 days, either party may terminate on written notice. This clause does not excuse the payment of Fees for Service actually provided.

17. General

1. Changes to these Terms. We may update these Terms. We will give at least 30 days' notice of material changes by email or in the Service. Changes take effect at the start of the next Subscription Period after the notice period, and continued use after that date constitutes acceptance. If the Customer does not agree, it may cancel before the change takes effect. Changes required by law may take effect sooner.
2. Notices. Notices to us must be sent to info@vilmak.co.uk or to our registered office. Notices to the Customer may be sent to the email address of its account owner or company administrator, or shown in the Service. Email notices are treated as received on the next Business Day after sending.
3. Assignment. The Customer may not assign, transfer or subcontract its rights or obligations without our prior written consent. We may assign or transfer our rights and obligations to a group company or to a successor to all or part of our business, on notice to the Customer.
4. Subcontracting. We may use subcontractors and sub-processors to provide the Service, subject to the Data Processing Agreement, and remain responsible for their performance.
5. Entire agreement. These Terms and the documents referred to in them form the entire agreement between the parties and supersede all previous agreements, arrangements and understandings relating to their subject matter. Each party acknowledges that it has not relied on any statement, representation or warranty not set out in them. Nothing in this clause limits liability for fraud.
6. Variation. Except as set out in clause 17.1, no variation of these Terms is effective unless in writing and agreed by both parties.
7. Waiver. A failure or delay in exercising any right or remedy is not a waiver of it.
8. Severance. If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid, and the remaining provisions shall continue in force.
9. No partnership. Nothing in these Terms creates a partnership, joint venture or agency between the parties.
10. Third-party rights. No one other than the parties has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
11. Governing law and jurisdiction. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Questions about these Terms: info@vilmak.co.uk.