Dealer Application

Surrey Tuning Services Terms and Conditions of Service 1. About us and how to contact us 1.1 We are Surrey Tuning Services LTD trading as Surrey Tuning Services, a company registered in England and Wales under company number 15534006 with registered office at 5 Forest Close, Mannings Heath, Horsham, Sussex, United Kingdom, RH13 6JQ ("we", "us", "our"). 1.2 We are currently not VAT registered. 1.3 You can contact us by email at files@surreytuningservices.co.uk or through the messaging facility in the Portal. 2. Definitions 2.1 In these Terms: • "Portal" means the online dealer portal operated by us through which the Services are ordered and delivered. • "Dealer", "you", "your" means the business customer whose application for a Portal account we have approved, and includes each individual user acting under that account. • "Services" means the supply of modified engine control unit (ECU) and transmission control unit (TCU) calibration files and related services ordered through the Portal. • "File" means any calibration file, software file or data supplied by us to you through the Portal. • "Original File" means the unmodified file read from a vehicle and uploaded by you to the Portal. • "Credits" means File Credits or EVC Credits purchased in advance and held on your account for payment for the Services. • "End Customer" means your own customer, the owner or keeper of the vehicle to which a File relates. • "Office Hours" means our published opening hours as shown on the Portal from time to time. 3. These Terms and how they apply 3.1 These Terms govern your registration for and use of the Portal and every order for Services placed through it. By applying for an account, ticking the acceptance box, or placing an order, you agree to be bound by these Terms. 3.2 The Services are supplied strictly on a business-to-business basis to motor trade customers. By registering, you confirm that you are acting in the course of a business and not as a consumer. To the fullest extent permitted by law, statutory rights and protections afforded to consumers do not apply to these Terms. 3.3 We may amend these Terms from time to time. We will give notice of material changes through the Portal at least 5 working days before they take effect. Your continued use of the Portal after that date constitutes acceptance of the amended Terms. The version number and date of these Terms appear at the top of this document. 3.4 These Terms, together with our privacy policy and any prices displayed in the Portal at the time of your order, form the entire agreement between us in relation to the Services and supersede all previous versions. 4. Accounts and registration 4.1 Portal accounts are granted at our sole discretion. We may decline any application without giving a reason. 4.2 You warrant that all information supplied in your application and kept on your account (including company name, contact details and invoice address) is accurate and will be kept up to date. 4.3 One account is permitted per business. You must not share your account, or any Files obtained through it, with any other business. 4.4 You are responsible for maintaining the confidentiality of your login credentials and for all activity occurring under your account, including activity by additional users you invite to the account. You must notify us immediately of any suspected unauthorised access. 4.5 We may suspend or terminate any account in accordance with clause 14. 5. The Services 5.1 We support files for the majority of tuning hardware commercially available, including Alientech, Dimsport, Flashtec CMD, Magic Motorsport, Bitbox, Galletto MPPS, Autotuner, BDM, EPROM chips, PCM Flash and I/O tools. Support for a particular tool or ECU type is not guaranteed and may be confirmed with us before ordering. 5.2 You are responsible for ensuring that the tool you use can build or correct the checksum of a File before it is written to an ECU. We accept no responsibility for damage caused by writing a File with an incorrect or absent checksum. 5.3 You are responsible for retaining a working backup of the Original File before any modified File is written to a vehicle. We recommend that no vehicle is written without a verified backup. 5.4 If an ECU has been tuned by a third party and you require it returned to standard, supply of an original file is chargeable. 5.5 Stage 1 calibrations are designed for vehicles with no mechanical modifications. Stage 2 calibrations are designed only for vehicles fitted with a high-flow intake, high-flow exhaust and, where applicable, an uprated intercooler. In each case, issues caused by modifications outside that specification will be chargeable to resolve and no refund will be given. 5.6 Stage 3 calibrations require data logging and testing by you. If a vehicle cannot be logged, no calibration revisions can be offered. Not all physical modifications can be controlled by the OEM ECU; where a vehicle proves unmappable, any refund is at our discretion. 5.7 Pop-and-bangs / sound maps are available for many ECU types, but not all sound profiles are achievable on all vehicles: exhaust configuration and the functionality available in the ECU have a large effect on the result. A maximum of two revisions will be offered for sound quality. A refund may be offered only where no sound at all can be produced on a vehicle with no catalytic converter or OPF. 5.8 The following services may be available for some ECU types but are not guaranteed for all: custom maps; supercharger conversion maps; hybrid turbo maps; larger injectors; larger MAF sensors; camshaft de-activation; upgraded fuel pumps; upgraded diverter valves; hard-cut / popcorn limiters; launch control; flat shifting; throttle valve actuator disablement; MAF removal or rescaling; immobiliser-off solutions; EGR shut and EGR removal on petrol vehicles; speed limiter removal for trucks and tractors; OBD protection activation; engine swap ECU recoding; and speed sensor and ABS deletes. Availability will be confirmed on request and certain of these services are subject to the restrictions in clause 10. 5.9 Delivery of a File does not include fitting, diagnostics or on-vehicle support unless separately agreed in writing. 6. Ordering, turnaround and Office Hours 6.1 Orders are placed by uploading an Original File through the Portal together with accurate vehicle details. You are responsible for the accuracy of the vehicle details, hardware specification and DTC information submitted; Files are prepared in reliance on them. 6.2 Files are prepared and returned during Office Hours. Our current Office Hours are published on the Portal. Uploads received outside Office Hours are dealt with when Office Hours resume. 6.3 Any turnaround times quoted on the Portal are estimates only. Time is not of the essence, and we accept no liability for any loss caused by a File being returned later than estimated. 6.4 We may decline any individual order at our discretion (including where we consider the request to be unlawful, unsafe or outside our supported coverage). Where an order is declined before work begins, any Credits deducted for it will be re-credited. 7. Credits, pricing and payment 7.1 Services are paid for using pre-paid Credits or, where offered, by direct card payment. Credits are purchased through the Portal and card payments are processed by our payment provider, Stripe. We do not store your card details. 7.2 All prices are displayed in pounds sterling. Prices shown are exclusive of VAT, which is charged in addition at the prevailing rate where applicable. 7.3 Credits: (a) have no monetary value outside the Portal and are not legal tender; (b) are non-transferable between accounts or businesses; (c) may not be exchanged for cash and are non-refundable except as set out in clause 8 or as required by law; and (d) do not expire after purchase]. 7.4 We may change our prices at any time. Price changes do not affect orders already placed, and do not change the value of Credits already purchased. 7.5 If any payment is reversed, subject to chargeback, or otherwise fails after Services have been delivered or Credits applied, we may immediately suspend your account, reverse the corresponding Credits, and withhold further Services until the amount is settled. Raising a chargeback which we reasonably consider unjustified is a material breach of these Terms. 7.6 Invoices raised on account (where we agree credit terms with you separately) are payable within 14 days of the invoice date. We may charge interest on overdue sums at 8% per annum above the Bank of England base rate, and claim compensation, under the Late Payment of Commercial Debts (Interest) Act 1998. 8. Refunds and revisions 8.1 A File is "faulty" only where it fails to function for its stated purpose on the vehicle and hardware specification declared at the time of order. A File is not faulty merely because the achieved performance figures differ from estimates, because of an issue caused by the vehicle’s mechanical condition or undeclared modifications, or because of an error in writing the File to the ECU. 8.2 Where a File is faulty, our first remedy is to revise and re-supply the File. Revisions for fault correction are supplied at no additional charge. Refunds are considered only where we are unable to supply a working File. 8.3 To be eligible for a refund you must notify us of the fault on the same day the File is supplied, and provide the information we reasonably request (including logs and tool reports) to diagnose the issue. 8.4 Refunds will not be issued in any of the following circumstances: (a) non-payment by your End Customer; (b) your End Customer selling, or deciding to sell, the vehicle; (c) your End Customer failing to return from a test drive; (d) use of a clone or counterfeit tool; (e) upload of the wrong or mistaken read file; (f) a File being requested outside Office Hours and you being unwilling or unable to wait for its return; or (g) issues caused by modifications outside the calibration specification (clauses 5.5 to 5.8). 8.5 Approved refunds are made, at our option, as a re-credit of Credits to your account or as a repayment to the original payment method. 8.6 Any fraudulent request for a refund may result in immediate termination of your account and exclusion from our services. 9. Intellectual property and licence 9.1 All intellectual property rights in the Files, in our calibration data and methods, and in the Portal and its content belong to us or our licensors and remain our property notwithstanding delivery of any File. 9.2 On payment in full, we grant you a non-exclusive, non-transferable licence to write each File supplied to the single vehicle for which it was ordered, for the purpose of supplying your services to your End Customer. 9.3 You must not: (a) resell, redistribute, publish or otherwise make any File available to any third party (other than by writing it to the vehicle for which it was supplied); (b) use any File on more than one vehicle; (c) reverse engineer, decompile, or extract calibration data from any File except to the extent permitted by law; or (d) use Files supplied by us to build or train a competing file service. 9.4 Breach of this clause 9 entitles us to terminate your account immediately, without prejudice to any other rights or remedies. 10. Road use, emissions and legal compliance 10.1 Certain services — including without limitation DPF, EGR, OPF, catalyst, AdBlue/SCR and lambda-related deletions or modifications, speed limiter removal, and speed sensor or ABS-related deletions — are supplied strictly for off-road use only, such as motorsport or export use, and must not be used on vehicles driven on public roads. 10.2 You acknowledge that in the United Kingdom it is an offence to use on a public road a vehicle from which required emissions equipment has been removed or rendered inoperative, and that such modifications will normally cause an MOT failure. Equivalent restrictions apply in many other jurisdictions. 10.3 You are solely responsible for: (a) ensuring that each service you order, and each use of a File, is lawful in the jurisdiction where the vehicle is or will be used; (b) informing your End Customer in writing of the off-road-only status of any applicable service; and (c) complying with any legal requirements applying to speed limiter or tachograph-related equipment on commercial vehicles. 10.4 Immobiliser-off solutions and engine swap ECU recoding are supplied only on your confirmation that the vehicle owner has authorised the work. We may require evidence of ownership or authorisation before supplying such services and may refuse supply where we are not satisfied. 10.5 You must advise your End Customer that modification of a vehicle may void the manufacturer’s warranty and that they are obliged to notify their insurer of any modification. 11. Your obligations and indemnity 11.1 You warrant that you hold the skills, tools and insurance appropriate to a business writing calibration files to vehicles, and that work on End Customer vehicles is carried out by competent persons. 11.2 You shall indemnify us, and keep us indemnified, against all liabilities, costs, expenses, damages and losses (including reasonable legal costs) suffered or incurred by us arising out of or in connection with: (a) your use, or your End Customer’s use, of any File, including use of an off-road-only File on a public road; (b) any breach by you of these Terms, including clauses 9 and 10; (c) any claim brought against us by your End Customer; and (d) any inaccurate information supplied with an order. 12. Warranties and disclaimers 12.1 We warrant that the Services will be supplied with reasonable care and skill. Except as expressly set out in these Terms, all other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law. 12.2 Files are supplied for the declared vehicle and hardware specification only. Any performance figures (power, torque, economy) quoted by us are estimates based on typical results and are not guaranteed for any individual vehicle. 12.3 We do not warrant that any modification is compatible with the vehicle manufacturer’s warranty, service regime or emissions approval, nor that the Portal will be available uninterrupted or error-free. 13. Limitation of liability 13.1 Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot lawfully be limited or excluded. 13.2 Subject to clause 13.1, we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: (a) loss of profits, sales, business or revenue; (b) loss of business opportunity, goodwill or reputation; (c) business interruption; (d) losses arising from claims by your End Customers; or (e) any indirect or consequential loss. 13.3 Subject to clause 13.1, we shall not be liable for damage to any vehicle, ECU, TCU or associated component arising from: (a) the writing process, including interrupted or failed writes, low battery voltage, or tool malfunction; (b) checksum errors where clause 5.2 applies; (c) the mechanical condition of the vehicle or modifications outside the declared specification; or (d) use of a File on a vehicle other than the one for which it was supplied. Recovery or replacement of a damaged ECU in such circumstances is at your cost. 13.4 Subject to clause 13.1, our total aggregate liability to you arising out of or in connection with any File or Service shall not exceed the price paid for that File or Service, and our total aggregate liability in any 12-month period shall not exceed the total amount paid by you to us in that period. 14. Suspension and termination 14.1 We may suspend or terminate your account immediately where: (a) you materially breach these Terms (including clauses 7.5, 8.6, 9 and 10); (b) we reasonably suspect fraud or unlawful activity; (c) sums due from you are overdue; or (d) you become insolvent or cease to trade. 14.2 You may close your account at any time by notice through the Portal or by email. 14.3 On termination: (a) your licence to use the Portal ends; (b) licences already granted under clause 9.2 for Files paid for in full continue; (c) unused Credits are forfeited where termination is under clause 14.1(a) or (b), and otherwise refunded at their purchase value on request within [30] days; and (d) clauses 9, 11, 13, 15 and 16 continue in force. 15. Data protection and privacy 15.1 Each party shall comply with its obligations under the UK GDPR and the Data Protection Act 2018 in relation to personal data processed in connection with these Terms. 15.2 Details of the personal data we collect through the Portal, why we process it, how long we keep it and the rights available to you are set out in our privacy policy, available on the Portal. The privacy policy does not form part of these Terms but should be read alongside them. 15.3 Where you provide us with personal data relating to your End Customers (for example a vehicle registration or VIN), you warrant that you are entitled to do so and that you have provided any notices required for us to process it for the purpose of supplying the Services. 16. General 16.1 Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including power or internet failure, failure of third-party services (including hosting, payment or file transfer providers), industrial action, or governmental action. 16.2 Assignment. You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights to any successor to our business. 16.3 Severability. If any provision of these Terms is found to be invalid or unenforceable, the remainder continues in full force, and the provision is deemed modified to the minimum extent necessary to make it valid. 16.4 No waiver. A failure or delay by either party to exercise any right is not a waiver of that right. 16.5 Third-party rights. These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms. 16.6 Notices. Notices may be given through the Portal or by email to the addresses held on the account, and are deemed received on the next working day. 17. Governing law and jurisdiction 17.1 These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. Privacy Policy Voluntarily given information, such as emails, names, company URL and company address and any other information that the user voluntarily gives will be stored. We will store that information until we have no more business use for this information OR the user contacts us to request that we update, correct or completely withdraw their personal information in line with GDPR guidelines. If you submit personally identifiable information to us through the site, then we use your personal information to operate, maintain, and provide customised features and functionality. We recognise that your privacy is important to you, and therefore we endeavour to keep your personal information confidential. For example, to protect your privacy and security, we take reasonable steps (such as requesting a unique Password) to verify your identity before granting access to a user’s account or making changes to a user’s account information. However, we do not represent, warrant, or guarantee that your personal information will be protected against unauthorised access, loss, misuse, or alterations, and do not accept any liability for the security of the personal information submitted to us nor for your or third parties’ use or misuse of personal information. You are solely responsible for maintaining the secrecy of your unique Password and account information at all times. To help us make emails more useful and interesting for registered users, we may receive a confirmation when you open email from the Site. We may also compare our registered user list to lists received from other companies, in an effort to avoid sending unnecessary messages to our registered users. We do not use your email address, phone number, or other personally identifiable information to send commercial or marketing messages without your consent. We may, however, use your email address without further consent for non-marketing or administrative purposes, such as customer service purposes and to fulfil requests for quotes, products or services. We may use cookies, clear gifs, and log file information to: (a) remember information so that you will not have to re-enter it during your visit or the next time you visit the Site; (b) provide custom, personalised content and information; (c) monitor the effectiveness of our service; (d) monitor aggregate metrics such as total number of visitors or pages viewed; and (e) track your posts, submissions, and status in promotions and contests. We do share non-personally-identifiable information (such as anonymous usage data, referring / exit pages and URLs, platform types, number of clicks, and user location) with interested third-parties to assist with understanding the usage patterns for certain content, services, advertisements, promotions, and/or functionality for the Site. Any requests to completely withdraw, correct or update information should be sent via email and we will endeavour to fulfil this request within 5 working days provided that the user can submit their credentials to prove their identity. In the event that site owner is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from our users as part of such merger, acquisition, sale, or other change of control. In the event of our bankruptcy, insolvency, reorganisation, receivership, or assignment for the benefit of creditors, or the application of laws or equitable principles affecting creditors’ rights generally, we may not be able to control how your personal information is treated, transferred, or used. We reserve the right to suspend any account at our own discretion and we will refund the appropriate number of file and/or EVC credits to the account owner. We reserve the right to reactivate any account at our own discretion.