General Terms and Conditions

For business customers (B2B) of IntelliTuning GmbH: file service, configurator licences, websites & branding, tools and training.

Version: 30 October 2026 (translation of the German Terms of the same date)

§ 1 Contracting parties, scope and business-customer status

(1) These General Terms and Conditions (“Terms”) apply to all contracts between IntelliTuning GmbH, Ernst-Befort-Str. 2, 35578 Wetzlar, Germany, represented by its managing director Jan Hendrik Horst, registered in the commercial register of the Local Court of Wetzlar under HRB 8940 (“IntelliTuning” or “we”), and its customers (“Customer”).

(2) Our offer is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law, in particular tuning businesses, vehicle workshops and specialist dealers. We do not conclude contracts with consumers. By registering or placing an order, the Customer confirms that it is acting in the exercise of its commercial or independent professional activity. We are entitled to request suitable evidence of this (for example a business registration, an extract from the commercial register or a VAT identification number).

(3) These Terms, in the version valid at the time the contract is concluded, also apply to all future business with the Customer without our having to refer to them again.

(4) Deviating, conflicting or supplementary terms and conditions of the Customer only become part of the contract if we have expressly agreed to their application in text form. This also applies if we perform services without reservation in the knowledge of such terms.

(5) Individual agreements, for example in a quotation, an order confirmation or a partner agreement, take precedence over these Terms. Supplementary provisions for individual service areas are set out in Sections 6 to 11.

§ 2 Services offered

(1) IntelliTuning provides in particular the following services:

• File service: editing and provision of vehicle-specific data sets for engine and transmission control units (ECU/TCU), custom calibrations based on measurement data, and software solutions for known OEM issues (for example oil pressure and temperature issues)
• Vehicle configurator for integration into the Customer’s website (licence for one month, twelve months or lifetime)
• Creation of websites, logos and brand identities (branding)
• Sale of tuning hardware and software, in particular master and slave tools, packages and licences (for example WinOLS)
• Training, instruction and technical support

(2) Presentations on our website, in the vehicle configurator, in price lists, on social media or in other advertising material are non-binding service descriptions and do not constitute a binding offer. Power and torque figures are based on reference vehicles and empirical values; they are not an agreement on quality or a guarantee unless expressly agreed as such.

(3) We may use suitable subcontractors and technical partners to perform our services. Our responsibility for proper performance of the contract remains unaffected.

§ 3 Registration and customer account

(1) Use of the file service requires registration in the dealer portal at intellituning.com/register. The Customer must provide complete and truthful information and update it without delay in the event of changes. There is no entitlement to approval.

(2) Access data must be treated confidentially and protected against access by unauthorised third parties. The Customer is liable for orders and actions carried out using its access data insofar as it is responsible for them. IntelliTuning must be informed without delay if misuse is suspected.

(3) We are entitled to temporarily block a customer account or to terminate it after prior notice if the Customer breaches material obligations under these Terms, in particular in the event of false statements regarding business-customer status, default in payment, impermissible disclosure of data sets or unlawful use of our services.

§ 4 Conclusion of contract

(1) The contract is concluded when we accept the Customer’s order, in particular by order confirmation in text form, by provision of the edited data set, by activation of a service or by delivery of the goods.

(2) For orders placed via the dealer portal, the Customer submits a binding offer by sending the order or the file service job. An automatic confirmation of receipt does not yet constitute acceptance.

(3) For quotations in text form, the contract is concluded when the Customer accepts the quotation. Unless stated otherwise, our quotations are valid for 14 days.

(4) If a service is not available or cannot be implemented technically, we may reject the order. Credits already used or payments already made for this order will in that case be credited back or refunded.

§ 5 Prices, credits and payment

(1) All prices are in euros as net prices plus the applicable statutory value added tax and, for deliveries of goods, plus shipping costs. For deliveries and services to entrepreneurs in other EU member states, the reverse-charge procedure may apply provided the Customer states a valid VAT identification number.

(2) File service work is billed via a prepaid system (“credits”). Credits are purchased in the dealer portal using the payment methods offered there and are available once payment has been received. The number of credits a service costs is determined by the price list displayed in the portal at the time of the order.

(3) Credits are not transferable, do not bear interest and cannot be exchanged for cash. If we end the customer relationship without good cause, we refund unused, paid credits.

(4) Unless otherwise agreed, other invoices are due for payment without deduction within 14 days of the invoice date. Subscriptions are charged in advance for each billing period (Section 5a). For larger orders, in particular websites, branding and hardware, we are entitled to request reasonable advance payments or instalments.

(5) In the event of default in payment, the statutory rules for commercial transactions apply (Section 288 (2) and (5) BGB). We are also entitled to withhold further services until outstanding claims have been settled and to temporarily suspend subscriptions.

(6) The Customer may only set off claims that are undisputed or have been established by a final court decision. The Customer has a right of retention only on the basis of counterclaims arising from the same contractual relationship.

§ 5a Subscriptions, term and cancellation

(1) Subscriptions are in particular IntelliTun subscriptions, tool passes with a monthly or yearly term and configurator licences with a monthly or yearly term. A billing period is four weeks (28 days) or, for a yearly term, twelve months; it begins on receipt of payment or at the agreed start time.

(2) The subscription is automatically extended by a further billing period unless it is cancelled before the next billing period begins. Cancellation is made in the customer area (workspace) or in text form; the period already paid continues until its end. The right to extraordinary termination for good cause remains unaffected.

(3) The fee for each following period is collected at the beginning of that period via the payment method chosen when the subscription was taken out (for example PayPal or a card via Stripe) or, for payment by bank transfer, invoiced in advance. By taking out the subscription, the Customer authorises us and the respective payment service provider to collect these recurring payments. If a collection fails, we are entitled to suspend the services of the subscription until payment has been made.

(4) The price agreed when the subscription was taken out applies for the entire duration of the uninterrupted subscription, even if it is a promotional price (for example a launch price). After a cancellation or interruption, a new booking is charged at the price then applicable. Price changes for running subscriptions are governed by Section 17.

(5) A switch to another subscription of the same kind is possible at any time; the new subscription begins with the switch, and the previous one ends without pro-rata refund.

§ 6 Special provisions for the file service

(1) The Customer submits the unmodified, completely read original file together with accurate details of the vehicle, engine, transmission, control unit, software version, tuning tool used and, where applicable, any deviating hardware installed. The Customer is responsible for the accuracy and completeness of this information. Incorrect or incomplete information may lead to faulty results; any additional work resulting from this is to be remunerated separately.

(2) Before any editing, the Customer is obliged to create and retain a complete backup of the control unit’s original data.

(3) The edited data set is provided as a download in the dealer portal or via the agreed transmission channel. Stated processing times are non-binding guide values unless they have been expressly agreed as binding.

(4) Reading, writing (flashing), checksum correction by the tool used and installation in the vehicle are carried out by the Customer on its own responsibility and in accordance with the specifications of the respective device manufacturer. The Customer ensures that only suitable and competent personnel with suitable equipment (in particular a stable power supply) carry out this work.

(5) Each data set is intended exclusively for the vehicle and control unit specified by the Customer. Use in other vehicles is not permitted.

(6) The Customer must check an edited data set for proper function immediately after flashing. Faults must be reported to us without delay, at the latest within 14 days of provision, stating fault-memory entries and, where possible, data logs. We are then entitled and obliged to rectify.

(7) Achievable power figures depend, among other things, on production tolerances, vehicle condition, fuel quality, hardware, software version and measurement method. A specific power result is not owed unless it has been expressly agreed as a quality characteristic. An increase in power may increase the load on and wear of the engine, transmission, clutch, exhaust after-treatment and other components.

(8) Manufacturer or workshop updates, over-the-air updates, replacement of control units or interventions by third parties may overwrite edited data sets or render them incompatible. Any adaptation required as a result constitutes a new order. We do not owe that software modifications remain undetectable by manufacturer or diagnostic systems.

§ 7 Legal responsibility for use

(1) Modifications to engine or transmission software may lead to the loss of the vehicle’s type approval, loss of insurance cover and the lapse of manufacturer and dealer warranties. The Customer alone is responsible for informing its end customers of this, for arranging any required inspections, approvals and registrations (for example by TÜV, DEKRA or GTÜ) and for notifying insurers of modifications.

(2) The Customer undertakes to use our services only in accordance with the applicable statutory provisions, in particular road traffic, registration and emissions law. Functions that modify or deactivate emissions-related, safety-related or legally mandated systems may only be used on vehicles that do not take part in public road traffic and where this is legally permissible. Labelling as “motorsport”, “export” or “off-road” does not replace actual lawful use.

(3) We are entitled to reject orders where there are indications of unlawful use.

(4) The Customer indemnifies IntelliTuning against all claims of third parties, in particular of its end customers, and against official measures that are based on improper or unlawful use of our services for which the Customer is responsible, including reasonable costs of legal defence.

§ 8 Vehicle configurator for the Customer’s website

(1) We provide the Customer with the vehicle configurator in the booked interface (Classic or Modern; Modern includes Classic) with the vehicle categories stated in the offer for integration into its own website. Scope, vehicle categories and design are determined by the respective offer. Integration is possible either as a WordPress plugin on the Customer’s website or via an embed code (iFrame) that can be used on websites built with any technology; when embedded, we deliver the configurator from our servers and display it only on the licensed domain. Prices are determined by the current price presentation or the individual quotation.

(2) The configurator is offered as a licence with a monthly term (four weeks) or a yearly term – as a subscription in accordance with Section 5a – or as a lifetime licence. The right to extraordinary termination for good cause remains unaffected.

(3) Lifetime licence: in return for a one-off payment, the Customer receives a right of unlimited duration to use the configurator in the booked interface on the licensed domain. Data maintenance (updates of vehicle and performance data, vehicle images and program versions) is included for 36 months from purchase. Thereafter the Customer may book data maintenance for twelve months at a time at the price then applicable. Without data maintenance, the Customer may continue to use the last version provided but will no longer receive updates. Where the configurator requires services from our servers (for example image delivery or data synchronisation), we will provide them at least until the end of the included data maintenance; we will announce any later permanent discontinuation in text form with at least twelve months’ notice. The lifetime licence is neither transferable nor terminable; the right to extraordinary termination for good cause remains unaffected.

(4) Each licence is bound to one domain (including its “www” variant). For the WordPress plugin we generate a licence key after receipt of payment and send it to the Customer; for embedding, the Customer receives an embed code in the customer area that stays the same after an extension. For licences with a monthly or yearly term the key and the embedding remain valid for seven days beyond the end of the respective period so that the new key can be installed without interruption; the Customer receives a new key for each new period. A change of domain is possible on request. Each additional domain requires its own licence.

(5) For the duration of the licence, the Customer receives a simple, non-transferable and non-sublicensable right to use the configurator on the licensed domain. The right of use expires at the end of the licence and the integration is deactivated.

(6) The vehicle and performance data shown in the configurator are guide values. The Customer is responsible for pricing, for the presentation of its offer to its end customers and for the compliance of its website with statutory requirements (in particular competition law and price indication law).

(7) We endeavour to provide availability that is as uninterrupted as possible. Temporary restrictions due to maintenance, further development, security measures or disruptions beyond our control do not give rise to any claims unless a different availability has been agreed. We may further develop the configurator insofar as this is reasonable for the Customer and the agreed scope of functions is not materially restricted.

(8) Insofar as we process personal data on behalf of the Customer within the configurator, the parties conclude a data processing agreement pursuant to Art. 28 GDPR.

(9) Customers with a running IntelliTun Elite subscription receive a configurator licence (Classic or Modern) for one domain at no additional charge. The licence is tied to the term of the Elite subscription and ends with it (plus the grace period under para. 4). The interface or the domain may be changed once within 90 days. Customers with a running IntelliTun Business subscription receive a 50% discount on configurator licences with a monthly or yearly term booked during the Business subscription. Lifetime licences are excluded from the discount.

§ 9 Websites, logo and branding

(1) The provisions on contracts for work and services apply to the creation of websites, logos and brand identities. The scope of services, number of drafts and revision rounds and deadlines are determined by the quotation.

(2) The Customer provides the required content (texts, images, logos, contact details, legal texts) in good time and warrants that it holds the necessary rights to it. The Customer indemnifies us against third-party claims arising from the infringement of such rights. The Customer is responsible for the legal review of content, in particular the legal notice, privacy policy and advertising claims, unless expressly agreed otherwise.

(3) The work must be accepted upon completion. Acceptance is deemed to have taken place if the Customer does not refuse the work within 14 days of notification of completion, stating at least one material defect, or if the Customer uses the work productively.

(4) Upon full payment, the Customer receives the rights of use required for the agreed use of the work results created for it. Rights to drafts that were not selected and to our general templates, tools and software components remain with us. Third-party licences (for example fonts, plugins, images) are governed by their respective licence terms.

(5) Hosting, domains, maintenance and ongoing support are only owed if they have been agreed separately.

(6) We may present the Customer and the implemented project as a reference, naming the company, unless the Customer objects in text form.

§ 10 Hardware, tools and licences

(1) For tuning hardware, master and slave tools, packages and third-party software licences (for example WinOLS), the licence, usage and warranty terms of the respective manufacturer apply in addition. Activation, registration and use take place in accordance with the manufacturer’s specifications.

(2) For deliveries of goods, risk passes to the Customer upon handover to the carrier. The Customer must inspect the goods immediately upon receipt and notify us of recognisable defects without delay and of hidden defects without delay after discovery, in text form (Section 377 of the German Commercial Code, HGB).

(3) Delivered goods remain our property until paid in full. The Customer may resell the goods subject to retention of title in the ordinary course of business and hereby assigns to us all claims arising from this up to the invoice amount. The Customer must inform us without delay of any third-party access to the goods subject to retention of title.

(4) Licences, activations and protocols that have already been activated or assigned to a device or customer are excluded from return and exchange unless they are defective.

§ 11 Training and instruction

(1) The content, scope, location and date of training are determined by the respective agreement. Training conveys fundamentals and workflows; a specific learning outcome is not owed.

(2) If the Customer cancels an agreed appointment less than seven days in advance, we are entitled to charge expenses already incurred (for example travel and accommodation costs). A replacement appointment will be offered where possible.

§ 12 Delivery periods and force majeure

(1) Delivery and performance dates are only binding if they have been expressly agreed as binding in text form. Compliance with them presupposes the timely fulfilment of the Customer’s duties to cooperate, in particular the provision of files, information, content and agreed payments.

(2) Events of force majeure and other circumstances for which we are not responsible (for example strikes, official measures, failures of suppliers, manufacturer servers or communication networks) extend deadlines by the duration of the impediment plus a reasonable start-up period. If the impediment lasts longer than two months, both parties are entitled to withdraw from the contract with regard to the part not yet performed.

§ 13 Rights in the event of defects

(1) The statutory rights in the event of defects apply subject to the following provisions. In the event of defects, we provide subsequent performance at our option by remedying the defect or by replacement delivery or re-creation.

(2) The limitation period for claims for defects is one year from delivery, provision or acceptance. This does not apply to claims based on intent, gross negligence, injury to life, body or health, under the Product Liability Act, in the case of fraudulently concealed defects, where a guarantee has been assumed, or in the cases of Sections 438 (1) no. 2, 445b and 634a (1) no. 2 BGB.

(3) There are no claims for defects if the Customer or third parties have modified, improperly installed or used data sets, software or hardware contrary to our or the manufacturer’s specifications, unless the Customer proves that the defect is not attributable to this.

§ 14 Liability

(1) We are liable without limitation in cases of intent and gross negligence, for damage resulting from injury to life, body or health, under the Product Liability Act and within the scope of a guarantee we have assumed.

(2) In cases of slight negligence, we are liable only for the breach of a material contractual obligation whose fulfilment is essential for the proper performance of the contract and on whose observance the Customer may regularly rely (cardinal obligation). In this case, liability is limited to the foreseeable damage typical for the contract. Otherwise, liability for slight negligence is excluded.

(3) We are liable for the loss of data only to the extent that such loss would have occurred had the Customer performed proper and regular data backups, in particular in accordance with Section 6 (2).

(4) The above limitations of liability also apply in favour of our corporate bodies, employees and vicarious agents.

§ 15 Rights of use and protection of data sets

(1) We retain all copyrights, related rights and other rights to the data sets, calibrations, configurator content, vehicle databases, documentation and other work results created by us, unless expressly agreed otherwise.

(2) Upon full payment, the Customer receives a simple right to use an edited data set for the respective vehicle of its end customer. Reproduction, disclosure, publication, resale to other file services or dealers, and analysis, decompilation or further processing to create its own data sets are not permitted without our prior consent in text form.

(3) In the event of a culpable breach of paragraph 2, we are entitled to block the customer account and to claim damages.

§ 16 Confidentiality and data protection

(1) The parties treat all non-public information obtained in the course of the cooperation, in particular customer data, data sets, prices and technical information, as confidential. This obligation continues to apply after the end of the contract.

(2) We process personal data in accordance with the applicable data protection provisions. Details are set out in our privacy policy at intellituning.com/datenschutz/ (English version: intellituning.com/privacy/).

§ 17 Amendments to these Terms

We may amend these Terms for ongoing continuing obligations (in particular customer accounts and subscriptions) with effect for the future if there is an objective reason for doing so, such as a change in the legal situation or in the services. We will notify the Customer of the amendments in text form at least four weeks before they take effect. If the Customer does not object in text form within this period, the amendments are deemed accepted. We will draw attention to this consequence separately in the notification. In the event of an objection, both parties are entitled to terminate the affected contract.

§ 18 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of performance and exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship is, to the extent legally permissible, Wetzlar. We are also entitled to bring an action at the Customer’s general place of jurisdiction.

(3) Amendments and additions to the contract must be made in text form. This also applies to the waiver of this text-form requirement. The precedence of individual agreements (Section 305b BGB) remains unaffected.

(4) Should individual provisions of these Terms be or become wholly or partially invalid, the validity of the remaining provisions remains unaffected. The statutory provisions take the place of the invalid provision.

(5) Translations of these Terms are for information only. Only the German version is legally binding.