Subscription Agreement

Software

The Workflow application (at workflow.estvis.com and as a Windows application), the Desktop Server, and the EstVis mobile clients for iOS and Android, together with any updates we make available.

Desktop Server

The Windows server component installed on your premises, on hardware you own and control, which stores your shop’s operational records.

Authorized User

An individual – your employee or contractor – to whom you give credentials to use the Software. Each Authorized User counts against the user allowance of your plan.

Shop Data

Everything your shop puts into or generates in the Software: cases and repair orders, estimates, photographs, invoices, parts records, payroll data, checklists, messages, and the records of the vehicle owners and staff those relate to.

Customer Personal Data

The subset of Shop Data that identifies a living individual – most often a vehicle owner, their contact details and their vehicle. Schedule 1 governs how we handle it.

Order

Your selection of plan, the billing term, any additional Authorized Users, and the fees for them, as confirmed at checkout or in writing.

We say this precisely because it is a genuine difference between EstVis and cloud-only competitors, and because an overstatement would be a misrepresentation.

Held on your Desktop Server

Your cases, estimates, photographs, invoices, parts records, payroll data and customer records are stored on the Desktop Server on your premises. They remain there whether or not you have an internet connection, and whether or not this Agreement is in force. We do not hold a copy of your operational database as a matter of course.

Passing through our systems

Some data necessarily transits infrastructure we operate: sign-in and session validation; the relay that delivers case photographs from your Desktop Server to your Authorized Users when they work away from your network; real-time updates to the production board; and software updates. Data in transit is encrypted.

Held by us

We hold your account and company records, Authorized User credentials and roles, your subscription and billing history, support correspondence, and diagnostic and error logs. Payment card details are held by our payment provider, not by us.

Backups are yours

Because the Desktop Server is on your hardware, backing it up is your responsibility. We do not back up your operational database, and we cannot restore it for you. We will tell you what to back up and how, but the schedule, the media and the off-site copy are yours to arrange.

Your own infrastructure

You are responsible for the hardware, operating system, network and power that the Desktop Server and the client machines depend on, and for keeping them secure and patched. Our availability commitments do not extend to your equipment.

Subject to this Agreement and to payment of the fees, we grant your shop a non-exclusive, non-transferable, revocable licence to install and use the Software for the ordinary internal business purposes of your shop, for the term of your subscription.

Installs are unlimited. Users are not.

You may install Workflow and the mobile clients on as many machines and devices as you like. What we meter is Authorized Users: Core includes eight, Pro includes twenty, and only Max removes the cap. On Core and Pro you may add further Authorized Users at the published per-seat rate. Current figures are on our pricing page.

Credentials belong to one named individual. Sharing one login between several people to stay under the allowance is a breach of this Agreement. If you exceed your allowance we will tell you and give you a reasonable opportunity to either reduce your Authorized Users or upgrade; we will not disable your account without that notice.

What you may not do

You may not: sublicense, rent, resell or operate the Software as a service bureau for anyone other than the locations covered by your Order; reverse engineer, decompile or attempt to derive source code, except to the extent that restriction is unenforceable under applicable law; remove or obscure proprietary notices; use the Software to build or inform a competing product; or circumvent the user allowance or any licensing or security control.

Multi-location groups: each shop location needs its own Desktop Server and its own coverage under an Order. A multi-shop account may hold several locations, but a single subscription does not cover an unlimited number of them.

Fees

You pay the fee for the plan you select, plus the per-seat fee for any Authorized Users beyond those the plan includes, at the rate for the billing term you choose. The rates in force are published on our pricing page. Fees are stated in U.S. dollars.

Payment provider

Payments are processed by Paddle, which acts as merchant of record for the sale. Your card details are given to and held by Paddle under its own terms and privacy notice; we do not receive or store them.

Automatic renewal

Your subscription renews automatically at the end of each billing term – monthly for a monthly term, annually for an annual term – at the then-current rate, until you cancel. We will send you a reminder before each annual renewal, and before any renewal at an increased price, in time for you to cancel.

How to cancel

You can cancel at any time, with effect from the end of the term you have already paid for, from the billing screen in Workflow or by emailing support@estvis.com. Cancellation stops the next renewal; it does not shorten or refund the term in progress, and you keep access until that term ends.

Refunds

You may have the first payment for your subscription refunded in full if you ask within fourteen (14) days of the date it is charged, as set out in our Refund Policy. After that, except where a refund is required by law or by this Agreement, fees are non-refundable and we do not pro-rate a term you leave early or a package you stop using mid-term. This is subject to Regional terms – in Australia, your rights under the Australian Consumer Law are unaffected.

Price changes

We may change our fees. A change takes effect at your next renewal and never mid-term, and we will give you at least thirty (30) days’ notice before a renewal at a higher price so that you can cancel instead.

Late or failed payment

If a payment fails we will attempt it again and notify you. If it remains unpaid we may suspend the Software after giving you notice and a reasonable opportunity to fix it, as described in Term and termination.

Taxes

Fees are exclusive of sales, use, GST, VAT and similar taxes, which are added where applicable. Each party is responsible for its own income taxes.

The free trial runs for the first month and needs no credit card. It is intended for evaluation, and it is not the full product: trial workflow operations are available for demonstration but are not saved or synchronised, so do not run live repairs on a trial expecting the records to persist.

We will not convert a trial into a paid subscription automatically. At the end of the trial, the subscription starts only if you place an Order. Because no card is taken, nothing is charged unless you decide to buy.

The Software is provided during a trial as-is and without warranty, to the fullest extent the law allows.

Term

This Agreement starts when you first accept it and continues while any subscription or trial is active.

Your right to terminate

You may cancel at any time as described in Fees, billing and renewal. You may terminate immediately if we materially breach this Agreement and do not fix it within thirty (30) days of your written notice.

Our right to suspend

We may suspend access if fees remain unpaid after notice, if your use threatens the security or integrity of the Software or another customer, or if the law requires it. Except where the threat is immediate, we will give you notice and a reasonable chance to put it right first. We will restore access promptly once the cause is resolved.

Our right to terminate

We may terminate for material breach that you do not cure within thirty (30) days of written notice, or on thirty (30) days’ notice if we withdraw the product from your market. We will not terminate an active paid subscription for convenience mid-term.

What happens to your data

Your Shop Data is on your Desktop Server and stays there. Ending this Agreement does not delete it, and we do not hold it hostage. For thirty (30) days after termination or expiry we will, on request, give you the assistance you reasonably need to export or extract your Shop Data, including the documentation and support required to read it. After that period we are not obliged to provide further assistance, but your data remains on your hardware regardless.

Effect of ending

When the subscription ends, the licence in Licence and permitted use ends and the Software stops operating. You should uninstall the client applications. Accrued payment obligations, and the sections on Shop Data, confidentiality, liability, indemnities, regional terms and general provisions, survive.

Your account records

We delete or anonymise the account, user and support records we hold within a reasonable period after termination, except where we must keep them for tax, accounting, legal or fraud-prevention reasons, or where they sit in backup archives that are cycled out on their normal schedule.

As between us, your shop owns all Shop Data and all rights in it. We acquire no ownership of it and claim no licence to it beyond what is needed to provide, secure, support and repair the Software for you, and to comply with the law.

We do not sell Shop Data, we do not share it for anyone’s advertising, and we do not use it to train machine-learning models. We do not access your Shop Data except when you ask us to – typically to diagnose a fault you have reported – or where we must to comply with a legal obligation. When support access is needed, we ask for it.

We may compile aggregated, de-identified statistics about how the Software is used – counts, performance, error rates – and use them to operate and improve the product. Such statistics never identify you, your staff, your customers or their vehicles, and they cannot be reverse-engineered to do so.

You are responsible for the accuracy of Shop Data and for having the right to put it into the Software in the first place.

This Schedule forms part of the Agreement and applies whenever we process Customer Personal Data on your behalf.

Roles

Your shop determines why and how Customer Personal Data is processed and is the controller (or, under the California and Australian regimes, the equivalent business or APP entity). EstVis processes it only on your documented instructions and is the processor or service provider. This Agreement, and your use of the Software’s features, are your instructions.

Subject matter and duration

We process Customer Personal Data for as long as you have a subscription, plus the retention periods described in this Agreement. The subject matter is the provision of collision repair back-office software.

Categories of data and data subjects

Data subjects are your customers – typically vehicle owners and claimants – and your own staff. Categories include names, postal and email addresses, telephone numbers, vehicle details including VIN and registration, insurance and claim references, photographs of vehicles and documents, repair and payment records, and for staff, employment and payroll details.

Our obligations

We will: process Customer Personal Data only on your instructions; keep it confidential and ensure that personnel with access are bound by confidentiality; apply appropriate technical and organizational security measures; not sell it or use it for our own purposes; assist you, so far as we reasonably can, with data subject requests, security, breach notification and any impact assessment; and delete or return it as described in Term, suspension and termination.

Sub-processors

We use a small number of sub-processors: Paddle (payment processing), Cloudflare (network protection and anti-abuse checks), Google Crashlytics (crash and diagnostic reporting from the mobile applications), and our hosting provider for the infrastructure described in The service. We remain responsible for their performance. We will give you notice before adding a sub-processor that processes Customer Personal Data, and you may object on reasonable data-protection grounds.

International transfers

EstVis operates from the United States, and Customer Personal Data that passes through our systems is processed there and in the countries where our sub-processors operate. NEEDS-INPUT: hosting provider identity and the country its servers are located in. Australian Privacy Principle 8 requires that overseas recipients be identified by country, so this must be filled in before the Agreement is issued to an Australian customer.

Security incidents

If we become aware of a breach of security leading to accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Customer Personal Data on our systems, we will notify you without undue delay, tell you what we know and what we are doing, and help you meet your own notification duties – including under the Notifiable Data Breaches scheme in Australia and the breach-notification laws of the U.S. states.

Audit

On reasonable written request, and not more than once a year unless a regulator requires otherwise, we will provide the information reasonably needed to show that we are meeting this Schedule.

Messages sent to your customers

The Software can send text messages and emails to your customers about their repair – status updates, photo requests, work authorizations, review requests and offers. Those messages are sent by your shop. We provide the mechanism and transmit them on your instruction; we are not the sender and we have no relationship with the recipient.

You therefore warrant that, for every recipient you load into the Software, you have obtained and recorded the consent that the law requires, and that you will honour opt-outs promptly. In the United States that means the Telephone Consumer Protection Act and the related FCC rules; in Australia it means the Spam Act 2003 (Cth). You are responsible for the content of the messages, for maintaining your own opt-out records, and for not using the Software to send anything the recipient has not agreed to receive. This obligation is one of the things the indemnity in Indemnities covers.

Your privacy notice and legal basis

Your customers are your data subjects, not ours. You are responsible for telling them how their personal information is handled, for having a lawful basis to collect it, and for responding to their requests to access, correct or delete it. We will help you respond, as set out in Schedule 1, but the duty is yours.

Everything else

You will: keep credentials secure and tell us promptly if an account is compromised; ensure your Authorized Users comply with this Agreement, and remain responsible for what they do; use the Software lawfully and not to store or transmit unlawful or infringing material; maintain your own hardware, network and backups as described in The service; and keep your billing and notice contact details current.

The Software connects to services operated by others – among them CCC ONE, Mitchell, Audatex, QuickBooks, PPG, Axalta, BASF, Asterisk-based telephony, diagnostic scanners and PayPal. Those integrations are a convenience, and they depend on relationships and systems we do not control.

You are responsible for holding your own valid licence or account with each such provider and for complying with its terms. We are not responsible for a third-party service’s availability, accuracy, pricing or acts, and if a provider changes or withdraws its interface, an integration may stop working. We will tell you if we learn that an integration is ending and will not treat that, by itself, as a failure of the Software – but if an integration you paid a package for becomes permanently unavailable, contact us and we will work out a fair adjustment.

The estimate audit features read what your estimating system produces and identify lines for your review. EstVis does not edit your estimates and does not submit supplements on your behalf – you decide what to act on and you file it in your estimating system. Any figure the Software reports is an aid to your judgement, not professional, legal or insurance advice.

We warrant that the Software will perform materially as described in our published documentation, and that we will provide it with reasonable care and skill. If it does not, tell us and we will fix it within a reasonable time; if we cannot, you may terminate and we will refund the unused portion of any fee you have prepaid for the affected period. That is your exclusive remedy for a breach of this warranty, subject to Regional terms.

Support

Support is included with your subscription. We provide it by email at support@estvis.com and by telephone from 9:00 a.m. to 4:00 p.m. Eastern Time, Monday to Friday. Eastern Time is the Miami time zone – UTC−5, or UTC−4 while daylight saving is in effect – which is worth checking against your own clock if you are outside North America. We use commercially reasonable efforts to respond promptly and to resolve faults.

Availability

We will use commercially reasonable efforts to keep the parts of the service we operate available, and to schedule maintenance outside peak hours where we can. We do not offer a service level agreement or service credits. Much of the Software runs on your own hardware, and we cannot commit to an uptime figure for equipment and networks that are not ours.

Everything else is as-is

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED “AS IS” AND WE DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

This section is subject to Regional terms and does not exclude anything that cannot be excluded by law.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OR CORRUPTED DATA, OR FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES YOU PAID OR OWED US UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to: your obligation to pay fees; either party’s indemnity obligations; a party’s breach of the other’s intellectual property rights; fraud or fraudulent misrepresentation; death or personal injury caused by negligence; or any other liability that cannot be limited by law.

Because your Shop Data is stored on hardware you control and backed up by you, we are not liable for its loss or corruption on your systems. This section is subject to Regional terms.

We indemnify you

We will defend you against a third-party claim that the Software, used as permitted, infringes that third party’s intellectual property rights, and will pay the damages finally awarded or agreed in settlement. If such a claim is made or looks likely, we may modify the Software, obtain the right for you to keep using it, or terminate the affected part and refund the unused portion of your prepaid fees. This does not cover claims arising from your Shop Data, from use outside this Agreement, or from combination with anything we did not supply.

You indemnify us

You will defend us against, and pay the damages finally awarded or agreed in settlement of, any third-party claim arising from your Shop Data, from your use of the Software in breach of this Agreement or the law, or from messages sent through the Software to recipients from whom you had not obtained the consent required by Your obligations.

How an indemnity works

The party seeking indemnity must notify the other promptly, let it control the defence, and give reasonable cooperation. No settlement that imposes an obligation on the indemnified party is binding without its consent, which will not be unreasonably withheld.

Each party may receive information the other treats as confidential – your Shop Data and business information, our non-public product, security and pricing information. Each party will use the other’s confidential information only to perform this Agreement, protect it with at least reasonable care, and disclose it only to personnel and advisers who need it and are bound to keep it confidential.

This does not apply to information that is public through no fault of the receiving party, was already known to it without a duty of confidence, is independently developed, or is lawfully received from a third party. If disclosure is legally compelled, the receiving party will give notice where it lawfully can, so the other may seek protection. These obligations continue for three (3) years after this Agreement ends, and indefinitely for Customer Personal Data.

Australia

If your shop is in Australia, this part applies and prevails over anything in this Agreement that conflicts with it.

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law, and those guarantees apply to many business purchases as well as to consumer ones. Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law, and any term that purports to do so does not apply to you to that extent. This includes the disclaimers in Warranties, support and availability, the limits in Limitation of liability, and the limits on refunds in Fees, billing and renewal and in the Refund Policy.

Where the Australian Consumer Law permits us to limit our liability for failing to comply with a consumer guarantee, our liability is limited, at our option, to resupplying the affected services or paying the cost of having them resupplied.

The arbitration agreement, class action waiver and jury trial waiver in General provisions do not apply to you. Disputes may be brought in the courts of your State or Territory, and we submit to their jurisdiction. You may complain to the Australian Competition and Consumer Commission, and about privacy to the Office of the Australian Information Commissioner.

We handle personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, and we will assist you with your obligations under the Notifiable Data Breaches scheme as described in Schedule 1.

United States and Puerto Rico

If your shop is in the United States or Puerto Rico, this Agreement is governed by the laws of the State of Florida without regard to its conflict-of-laws rules, and the arbitration agreement in General provisions applies in full.

Where this Agreement is available in Spanish as well as English, the Spanish version is provided for convenience. If the two differ, the English version governs, except where local law requires otherwise.

Dispute resolution

This part applies in the United States and Puerto Rico only – see [Schedule 2](#regional). Before starting arbitration, send a written Notice of Dispute to the address in Contact information describing the claim and the relief sought; if it is not resolved within thirty (30) days, either party may begin arbitration. Claims that cannot be resolved informally or in small claims court will be settled by binding arbitration administered by the American Arbitration Association under its applicable rules, before a single neutral arbitrator, in English. Claims must be brought individually: neither party may bring a class, collective or representative action, and claims of different customers may not be consolidated. THE PARTIES WAIVE THEIR RIGHTS TO A TRIAL BY JURY. Either party may bring an individual claim in small claims court or seek emergency injunctive relief in court. Where litigation is permitted, the parties submit to the state and federal courts in Seminole County, Florida.

Changes to this Agreement

We may update this Agreement. We will give you at least thirty (30) days’ notice of a change that materially affects your rights, by email to your billing contact and by posting it here, and the change takes effect at your next renewal. If you do not accept it, you may cancel before that renewal and the change will not apply to you.

Notices

Notices to you go to the billing or administrative contact on your account and are effective when sent. Notices to us go to support@estvis.com; a Notice of Dispute must also be sent to the postal address below.

Force majeure

Neither party is liable for a delay or failure caused by something beyond its reasonable control – natural disaster, war, civil unrest, labour action, epidemic, failure of a public utility or telecommunications network, or governmental action – provided it tells the other and works to resume performance.

Assignment, severability and the rest

You may not assign this Agreement without our written consent, which we will not unreasonably withhold; we may assign it to an affiliate or in connection with a merger, acquisition or sale of assets. If a provision is held invalid, it is modified to the least extent necessary and the rest remains in force. A failure to enforce a provision is not a waiver. This Agreement, with the documents it refers to, is the entire agreement about its subject matter and replaces any earlier terms covering the Software. The parties are independent contractors. Headings are for convenience. “Including” means “including without limitation”. The Software may be subject to U.S. export control laws, and you agree not to export or transfer it in violation of them.

NEEDS-INPUT: street address. A Notice of Dispute is a precondition to arbitration and cannot be delivered to a city and ZIP code alone.

Email: support@estvis.com · Phone: +1 (407) 652-3301