End User Licence Agreement

1. Definitions

• "Platform" means the IronLinx company portal, admin systems, Casual Drivers App, and associated APIs and services.
• "Site" means each individual depot or worksite registered under the Company's account, whether at registration or added in writing during the Licence Term.
• "Casual Driver" means a driver sourced through the Platform's marketplace to cover a shift on a casual, non-employed, or agency-substitute basis.
• "Agency" means any third-party driver agency not operating through the Platform.
• "Authorised User" means any individual granted a user account by the Company to access the Platform on its behalf.
• "Commencement Date" means the date the Company's registration is authorised by IronLinx.

2. Grant of Licence

IronLinx grants the Company a non-exclusive, non-transferable licence to access and use the Platform, strictly limited to the Site(s) registered under the Company's account. The licence does not extend to any depot, site, or business not registered under the account, and may not be used to source drivers or manage shifts on behalf of any other legal entity.

This licence is personal to the Company and may not be assigned, sublicensed, resold, or shared with any other legal entity without IronLinx's prior written consent.

3. Primary Source Obligation

For the duration of the Licence Term, the Company agrees to use the Platform as its primary source for sourcing Casual Drivers at each licensed Site, and the Platform takes precedence over Agency usage for that purpose — including where a shift is cancelled and cover must be re-sourced.

Where a shift cannot reasonably be filled through the Platform in time — for example because too little notice remains before the shift start — the Company may engage an Agency for that specific shift.

Where the Company has engaged an Agency driver for a shift and a Casual Driver subsequently becomes available through the Platform and able to cover that same shift with reasonable notice before it starts, the Company shall actively cancel the Agency booking and accept the Casual Driver through the Platform instead.

4. Licence Term, Fees and Renewal

The Licence Term for each site is a fixed period agreed in writing between IronLinx and the Company (the "Fixed Term"), commencing on that site's Commencement Date, unless terminated earlier under Section 11.

Not less than three (3) months before the end of the Fixed Term, IronLinx will contact the Company to agree renewal terms. If no new Fixed Term is agreed by the end of the Fixed Term, the licence for that site automatically continues on a rolling annual basis on the same terms, until a new Fixed Term is agreed or the Agreement is terminated under Section 11.

The annual licence fee ("Annual Fee") is payable in advance and is non-refundable except as expressly provided in this Agreement. On each anniversary of the Commencement Date, the Annual Fee increases by whichever is higher: 2%, or the percentage increase in the UK Consumer Prices Index (CPI) over the preceding 12 months.

5. Users and Account Responsibility

There is no limit on the number of Authorised User accounts the Company may create at a licensed Site.

The Company's directors (or other individuals holding Director-tier access) are solely responsible for ensuring that accounts belonging to dormant, suspended, or former employees are promptly deactivated. IronLinx accepts no liability for unauthorised access arising from the Company's failure to do so.

6. Intellectual Property

The Platform, its software, source code, designs, and trademarks (including the IronLinx name and logo) remain the sole property of IronLinx. This Agreement grants a right to use the Platform only; no ownership rights are transferred to the Company.

7. Restrictions

The Company shall not, and shall ensure its Authorised Users do not:

• reverse engineer, decompile, or attempt to extract the source code of the Platform;
• resell, sublicense, or provide access to the Platform to any third party outside the Company;
• use the Platform to build, or provide data to build, a competing product or service;
• remove or obscure any proprietary notices on the Platform.

8. Data Protection

Each party shall comply with applicable UK data protection law in connection with this Agreement. The Company is responsible for having a lawful basis to submit any personal data (including driver or employee data) to the Platform. See our Privacy Policy for further detail.

The Casual Drivers App uses location data from Casual Drivers while a shift is in progress, for on-site status tracking, safety features (SOS, Emergency Alert), and pre-shift movement checks — never to calculate pay. This tracking is based on consent given by the Casual Driver directly to IronLinx and is governed by our Privacy Policy; it is not something the Company need separately configure or obtain consent for.

9. Warranties and Disclaimers

IronLinx will provide the Platform with reasonable skill and care but does not warrant that it will be uninterrupted or error-free. Except as expressly stated in this Agreement, the Platform is provided on an "as is" basis, to the fullest extent permitted by law.

10. Limitation of Liability

Subject to Section 10.1, IronLinx's total liability arising out of or in connection with this Agreement in any 12-month period is limited to the Annual Fee paid by the Company in that period. Neither party is liable for indirect or consequential loss.

10.1 Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.

11. Term and Termination

Either party may terminate this Agreement immediately on written notice if the other party commits a material breach that is not remedied within 30 days of being notified, or becomes insolvent. On termination, the Company's access to the Platform ends and prepaid fees are not refunded, except where termination is due to IronLinx's uncured material breach.

12. Confidentiality

Each party shall keep confidential any non-public information disclosed by the other in connection with this Agreement, and use it only to perform its obligations under it.

13. Force Majeure

Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control.

14. Assignment

The Company may not assign or transfer this Agreement without IronLinx's prior written consent. IronLinx may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its relevant business.

15. General

This Agreement, together with the documents it references, constitutes the entire agreement between the parties regarding its subject matter. If any provision is found unenforceable, the remaining provisions continue in full force. No variation is effective unless agreed in writing by both parties.

16. Governing Law and Jurisdiction

This Agreement is governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.