GENERAL TERMS AND CONDITIONS FOR SALES BETWEEN PROFESSIONALS

ARTICLE 1 DEFINITIONS, WEBSITE AND IDENTIFICATION

1.1 - Definitions

Seller: the company Shop4tuner.com

Buyer: the natural person or legal entity who/which purchases files offered for sale by the Seller via their website www.shop4tuner.com, as part of their professional activity.

Order: The act by which the Buyer requests the Seller to supply files at the price(s) stated on www.shop4tuner.com

Product(s): Files offered by the Seller to the Buyer on www.shop4tuner.com.

1.2 - Website

www.shop4tuner.com is run by the company Shop4tuner.com and available in English and French.

1.3 - Legal information

Shop4tuner.com - Rue du Commerce, 13 - 1400 Nivelles - Belgique - VAT: BE0818.795.509 - RPM Nivelles

ARTICLE 2 GENERAL PROVISIONS

2.1 - General Provisions

These General Terms and Conditions outline the respective obligations of the contracting parties, regarding the sale of products on www.shop4tuner.com. Prior to placing any order, the Buyer shall fill out a form, in which he/she will explicitly declare being a professional and never to be considered, in anyway whatsoever, as an ordinary consumer. The Seller shall reserve their products solely for professional with the explicit exclusion of consumers. In placing an order on www.shop4tuner.com, the Buyer shall expressly acknowledge having read, understood and accepted the General Terms and Conditions as they are presented on www.shop4tuner.com at the time of the Order. Whatever the case may be, these General Terms and Conditions shall prevail over the General Terms and Conditions of the Buyer. Shop4tuner.com shall reserve the right to amend these General Terms and Condition at any time. The amended General Terms and Conditions shall be made available online on www.shop4tuner.com.

2.2 - Languages

These General Terms and Condition are available in English and French.

ARTICLE 3 ORDERS

All orders shall be placed solely on www.shop4tuner.com.

3.1 - Authority to place an order

Only persons legally authorized to enter into contracts relating to the Products offered on www.shop4tuner.com shall be authorized to place orders on the said website. When placing the Order, the Buyer shall assert to be legally authorized to adhere to these General Terms and Conditions and to sign the contract with the Seller.

3.2 - Personal Information

During the Order, the Buyer shall agree to provide information required and shall certify to the accuracy of the said information: a- when the Buyer is a natural person: surname, given name, address and registration with a trade register. When the Buyer is a legal entity: Corporate name, registered office, registration with a trade register; b- VAT number; c- delivery address; d- billing address; e- email address; f- telephone number. If the Seller, upon validating their order placed on www.shop4tuner.com, realizes that there is need to modify some information regarding points a to f, the latter can do it either directly on their personal space on www.shop4tuner.com ("my account" section), or by contacting the Customer Service via the email address: info@shop4tuner.com.

3.3 - Confirmation and shipment emails

The Seller shall send an email to the Buyer, confirming the Order. After payment is validated by the Payment Service mentioned on the website, the Seller shall send an email to the Buyer, stating the shipping terms for his Order.

3.4 - Processing Orders

Orders shall be processed in the order in which their payment is validated by the Payment Service mentioned on the website.

3.5 - Archiving Orders

Buyers who wish to access information relating to their previous Orders can do so via their personal space on www.shop4tuner.com. All information relating to an Order is kept for a period of ten years from the day at which the Buyer placed the Order or from the day at which the Order was paid for. The oldest event will be the starting point for counting this time frame.

ARTICLE 4 PRODUCTS

The Products offered by the Seller on www.shop4tuner.com shall comply both with the legislation in force in Belgium and the standards applicable within Belgium subject to use as per Article 14.1. Each Product sold on www.shop4tuner.com shall be described, accompanied by a "product sheet" detailing the characteristics and uses of the said Product. That notwithstanding visual aids (photographs, graphics and diagrams) accompanying each "product sheet" shall be provided for information purposes only and are in no way binding on the Seller.

ARTICLE 5 PRICES

The prices of the Products sold on www.shop4tuner.com shall be given in Euros, VAT exclusive, and excluding contribution in the guarantee fees, ancillary services and shall be valid as long as they are on the Product description sheet.

ARTICLE 6 PAYMENT

Payment for an Order shall be made exclusively by credit card (VISA, Mastercard), PAYPAL, IDEAL, MAESTRO, BANCONTACT.

ARTICLE 7 DELIVERY

7.1 - Digital delivery

Files are delivered exclusively in digital form, via the customer area of the www.shop4tuner.com portal. No physical delivery takes place and no carrier is involved. The modified file is made available for download in the customer area as soon as it is completed; the Buyer is notified.

7.2 - Delivery time

Delivery generally takes place within 60 minutes during opening hours (Article 10) after validation of the Order. This time is indicative and does not constitute a firm commitment; it may vary depending on the complexity of the work and the volume of requests.

7.3 - Claims

Any claim relating to a delivered file must be sent to Customer Service as soon as possible at info@shop4tuner.com, so that the Seller may, where applicable, revise and adjust the file in accordance with Article 8.

ARTICLE 8 WARRANTY

8.1 - Obligation of means

Given the nature of the service (bespoke files), the Seller is bound by an obligation of means and not of result: it applies all its know-how to provide a quality file and full support. In the event of a proven defect or a non-compliant result, the Seller undertakes to revise and adjust the file free of charge on the original vehicle, excluding any hardware replacement and any refund (see the no-refund clause).

8.2 - Manufacturer's warranty

The Buyer shall be informed and warned that installation of a file in a vehicle may alter or terminate the warranty given by the manufacturer of the said vehicle. In this case, the Buyer shall in no way whatsoever hold the Seller liable. The Buyer acknowledges being fully aware that the manufacturer of the vehicle may refuse this warranty.

8.3 - Insurance

The Buyer shall be informed and warned that installation of a file in a vehicle may result in its insurer refusing its warranty. In this case, the Buyer shall in no way whatsoever hold the Seller liable.

ARTICLE 9 FORCE MAJEURE

Neither party shall be liable for a failure to perform its obligations resulting from an event of force majeure, i.e. an unforeseeable, irresistible and external event (in particular a major network or hosting outage, cyberattack, fire, decision by an authority, or unavailability of telecommunications services). The affected obligations are suspended for the duration of the event. If it persists beyond thirty (30) days, either party may terminate the relationship without indemnity, by written notice.

ARTICLE 10: CUSTOMER SERVICE

For any question on the Products offered on www.shop4tuner.com and warranties that cover them, the Seller shall create a Customer Service, available from Monday to Friday, from 8:30 a.m. to 6:00 p.m. (GMT + 1) and which can be contacted as follows: +32 67 211 777 or info@shop4tuner.com

ARTICLE 11: PROTECTION OF PERSONAL DATA

Personal data necessary for the performance of the contract is collected and processed by the Seller in accordance with the General Data Protection Regulation (GDPR, Regulation (EU) 2016/679) and the Belgian law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data. The purposes, legal bases, categories of data, recipients, retention periods and the Buyer's rights (access, rectification, erasure, restriction, objection and portability) are described in the Privacy Policy, available at portal.shop4tuner.com/legal/confidentialite. The Seller does not sell the Buyer's data and transfers it to third parties only to the extent strictly necessary for the service (processors acting on its behalf) or where required by law.

ARTICLE 12: INTELLECTUAL PROPERTY AND LICENCE OF USE

The calibration files delivered result from development, measurement and validation work carried out by Powerconcept SRL on its own dyno. All intellectual property rights, know-how and trade secrets attached thereto (modified maps, calibration values, correction strategies and associated documentation) remain the exclusive property of Powerconcept SRL. The Seller claims no right over the ECU's original software, which remains the property of the vehicle manufacturer; the Buyer warrants that it has lawful access to the ECU and the authorisation of the owner of the vehicle concerned.

The Seller grants the Buyer a non-exclusive, non-transferable, non-sublicensable licence strictly limited to a single application on a single vehicle, identified by its chassis number (VIN) declared at the time of the order. One delivered file corresponds to one VIN: any application on another vehicle requires a new order, even for an identical model, engine and ECU. Corrections and adjustments on the original vehicle are carried out free of charge and do not constitute a new order.

The Buyer is notably prohibited, whether free of charge or for consideration, from: (a) reproducing, transferring, reselling, exchanging, publishing or making available to third parties all or part of a delivered file; (b) applying a delivered file to a vehicle other than the one declared; (c) uploading a delivered file to any platform, file service, forum or storage accessible to third parties; (d) analysing a delivered file, in particular by differential comparison with the original file, in order to extract the modifications, build a database or develop its own calibrations; (e) sharing its portal credentials or allowing their use by a third party.

Each delivered file contains unique identification elements enabling its recipient to be traced; the Buyer shall not attempt to remove, alter or circumvent these elements. Their presence in a file found at a third party's or on an undeclared vehicle constitutes a presumption of origin. The Seller may, once per calendar year and subject to fifteen (15) days' written notice, request the list of VINs on which the ordered files have been applied.

In the event of breach, the Buyer shall owe, as of right and without prior formal notice, a fixed indemnity of EUR 1,500 per undeclared vehicle or per distributed file, without prejudice to compensation for the actual damage and to cessation of the infringement; the Seller may also suspend or close portal access with immediate effect, without refund of the token balance. The database is further protected by the sui generis database right (Directive 96/9/EC, as transposed into Belgian law). These provisions survive termination of the contractual relationship.

ARTICLE 13: LIABILITY

13.1 - Use of Products

The Buyer shall acknowledge, as a professional, being fully informed that the Products sold by the Seller are intended to be installed by professionals, respecting the installation and programming procedures specific to each Product, and are reserved for vehicles intended for use exclusively on circuit.

13.2 - Impact of a Product on the characteristics of a vehicle

The Buyer shall acknowledge being fully aware that the use of a Product on a vehicle may change the technical characteristics of the vehicle which may, in particular, alter its response, impact on the environment or life span of the vehicle or its components.

13.3 - Exceptions in the Seller's liability

The Seller shall not be liable if a Product is used contrary to the recommendations of the manufacturer of the said Product, assembly instructions or information mentioned in the documentation provided or tagged on the Product. The Seller shall not be liable if a Product is not used normally or is used contrary to regulations applicable within the territory wherein the vehicle, on which the Product is installed, is driven. The Seller shall not be held liable by the Buyer for any damage resulting from the modification of the vehicle, in which a Product is installed, particularly in case of damage to the vehicle itself and damage to third parties. The Seller shall not be held liable by the Buyer in the event of improper use of the vehicle on which the Product is installed. The Seller shall not be held liable by the Buyer for defects on the Products sold, such as viruses or malfunctions of software linked to a Product. The Seller shall not be held liable by the Buyer in case of modifications made to the vehicle after or before the installation of the Product on it. The Seller shall not be held liable by the Buyer for modification of the Product by the Buyer or a third party.

ARTICLE 14: LEGAL AND JURISDICTIONAL POWERS

These General Terms and Conditions shall be governed by the Law of Belgium. In the event of any dispute arising out of the interpretation or execution of these General Terms and Conditions and upon failure to reach an amicable settlement, the said dispute shall be referred exclusively to Belgian courts.

ARTICLE 15: CONFIDENTIALITY AND TRADE SECRETS

The delivered files, calibration methods, measured values, negotiated prices and any technical or commercial information communicated by the Seller constitute trade secrets within the meaning of Book XI, Title 8/1 of the Belgian Code of Economic Law, transposing Directive (EU) 2016/943. The Buyer undertakes to treat them as confidential, not to disclose them to any third party and to restrict access, within its own organisation, to persons who need to know for the performance of the service, who shall be bound by an equivalent confidentiality obligation. This undertaking lasts for the duration of the contractual relationship and for five (5) years after its end. Information that the Buyer can demonstrate to be public through no fault of its own, or to have been previously in its possession, is not covered.

ARTICLE 16: ACCOUNT AND PORTAL ACCESS

Access to the portal is personal and reserved for the Buyer and its duly authorised staff; credentials are strictly personal and confidential. The Buyer is responsible for any operation carried out from its account, including in the event of use by a third party, and shall inform the Seller without delay of any suspected compromise. The Seller may suspend an account in the event of breach of these terms, established access sharing, or abnormal activity, in particular a volume of downloads unrelated to the declared activity.

ARTICLE 17: TOKENS

Tokens are an internal unit of account allowing files to be ordered; they are neither a means of payment nor an instrument redeemable in cash. They are personal, non-transferable and cannot be transferred between accounts. They are valid for twenty-four (24) months from acquisition and, in accordance with the no-refund policy, are not refundable, including where the account is closed at the Buyer's initiative. A delivered file definitively consumes the corresponding tokens; delivery being immediate and the file developed to order, the Buyer expressly waives any refund request after delivery.

No-refund policy

Client pays for the work done by our engineers, not for the result of that work. We will put everything in place to provide a good product and provide full support. All labour we perform must be paid and for that reason, we will not refund, in part or in full. As delivery is immediate and each file is developed to order, the Buyer expressly waives any refund request after delivery.