Service agreement

1. Who this agreement is between

In these documents "TuneGrid", "we", "us" and "our" mean Tune Grid Pty Ltd, an Australian company (company registration in progress; the registered details, ABN and registered address will be added to this document on registration and shown in your portal settings). The platform runs on remapsolutions.com and its subdomains.

"You" and "your" mean the business named in your onboarding details and, once your workshop is created, the workshop organisation on the platform. The person accepting this agreement confirms they are authorised to bind that business. This agreement, the Terms and Conditions and the Privacy Policy together govern your use of TuneGrid. If they conflict, this agreement wins for commercial matters.

2. Plain English summary

You are buying a 12 month subscription to run a branded tuning portal on TuneGrid. You pay the subscription (monthly, or upfront with a discount) plus a 5 percent platform fee on each paid sale made through the platform. You cannot cancel inside the 12 months except where this agreement or the law says otherwise. You are the seller of record for everything you sell; TuneGrid is the technology platform and never holds your money or your customers' money. The rest of this document says the same things precisely.

3. Term, renewal and cancellation

Your subscription starts when your first payment succeeds (that is also the moment your workshop organisation is created) and runs for an initial term of 12 months. You may pay monthly or upfront for the full term at the discounted price shown at checkout. Except as set out in clause 12 or required by law, the subscription cannot be cancelled inside the initial term and subscription fees for the initial term are not refundable. This does not limit your rights under the Australian Consumer Law, including for a major failure of our service.

After the initial term your subscription continues month to month at the then current price for your plan. Once month to month, you can cancel at any time with 30 days notice from your portal settings or through support. We never roll you silently into a new fixed term: any new fixed term happens only if you expressly choose one, and we will remind you in writing at least 30 days before the initial term ends telling you what happens next and how to cancel.

If you stop using the platform during a term you remain liable for the remaining subscription payments of that term. Your data handling on closure is covered in clause 10.

4. What we provide

We provide, subject to your plan: a branded portal on your chosen subdomain, customer accounts and project management, file upload and delivery pipeline, automatic file identification against your library and the marketplace, the workbench, pricing and levels tools, payments and invoicing integration, the partner marketplace, support tooling and the help assistant. We provide the platform with due care and skill. We do not author, check or certify the tuning files you or other workshops sell; that responsibility stays with the workshop that supplies the file.

We may improve or change platform features. If a change materially reduces the core functionality you rely on and we do not fix it within 30 days of your written notice, you may terminate under clause 12 with a pro rata refund of any prepaid unused period.

5. Fees

You pay: (a) the subscription for your plan, and (b) a platform fee of 5 percent of the gross amount of every sale paid through the platform (retail sales to your customers, business to business sales between workshops, and wallet top ups if enabled). The platform fee is deducted automatically at payment as a Stripe application fee. Amounts paid from a customer's store credit balance do not attract a platform fee (the fee was charged when that money first moved). Where TuneGrid itself supplies a tune from its own library, the wholesale price you pay TuneGrid replaces the platform fee on that leg; TuneGrid does not charge its 5 percent fee on top of its own supply.

Platform fees are aggregated and invoiced to you monthly. For Australian workshops the platform fee is GST inclusive; for workshops that have given us evidence of non-resident status the fee is treated as GST free, subject to Australian tax law. You are responsible for the taxes on your own sales; the platform's tax engine assists with calculation but you remain responsible for the accuracy of your tax registrations and settings.

Your subscription price and the platform fee percentage are fixed for the initial term. We may change prices after that with at least 30 days written notice; a price increase takes effect from your next monthly period after the notice period, and you may cancel before it takes effect without penalty.

6. Payments, Stripe and merchant of record

Payment processing is provided by Stripe. As part of setup you must create a Stripe connected account and complete Stripe's identity checks. By accepting this agreement you also agree to the Stripe Connected Account Agreement (available at https://stripe.com/legal/connect-account), which includes the Stripe Services Agreement and may be updated by Stripe.

You are the merchant of record for every sale made through your portal, including resales of other workshops' files. You issue the customer invoice, you own the customer relationship, and you are responsible for consumer law compliance on your sales. TuneGrid is not a party to your sales, does not hold funds, and receives only its platform fee. Your share of each sale settles directly to your Stripe account; payouts to your bank are between you and Stripe. You bear Stripe's processing fees, chargebacks and refund costs on your sales, and any negative balance on your connected account. If Stripe requires it, or a chargeback or negative balance cannot be recovered from your Stripe balance, we may set off such amounts against future amounts payable to you or invoice them to you.

You must not sell anything on Stripe's prohibited and restricted business lists, and you must comply with card network rules. We may suspend payment features if Stripe requires it.

7. Your responsibilities

You warrant that: (a) your business details, tax registrations and identifiers (including any details prefilled from the Australian Business Register or VIES) are accurate and kept up to date; (b) you hold the rights needed for every file you upload, list or sell; (c) you are qualified to perform the tuning work you sell; (d) the products you list and sell comply with the vehicle, emissions and consumer laws of every jurisdiction you sell into, and you will not list files whose purpose is to remove or defeat emission controls for vehicles used on public roads; (e) you will honour the consumer guarantees and other statutory rights of your customers, and your own customer terms will be no less protective than the law requires; (f) you will comply with anti-spam law (including the Spam Act 2003 in Australia) for the messages you send your customers, including consent and unsubscribe requirements; and (g) you will use the platform only lawfully and per the Terms and Conditions.

You indemnify us against third party claims, regulatory action, fines and reasonable costs arising from: your tuning files and services, the accuracy of your listings and business details, your dealings with your customers, or your breach of law or of this agreement. This indemnity excludes any part of a loss caused by our negligence, our breach of this agreement, or our own systems.

8. Marketplace rules

The marketplace works as follows and you accept these mechanics as part of the service:

TuneGrid base library: TuneGrid operates its own tune library as a base provider for every workshop. When a customer file has no match in your own library, matching TuneGrid results are shown, listed first. This cannot be switched off by workshops; only TuneGrid can disable it. When you resell a TuneGrid tune you pay TuneGrid its wholesale (cost) price for that supply.

Partners: matching enrichment between two workshops requires a partner link approved by both sides. Whether a linked partner's catalogue is auto-shown to your own customers is your choice per partner. Partner and TuneGrid results are always shown to you with their source attributed; your own files are labelled as yours. Customers are never shown which provider supplied a tune inside a bundle.

Wholesale and resale pricing: business to business sales happen at the providing workshop's set cost price. When you resell another provider's tune to your customer, the customer price is your retail price, with a floor of the provider's cost price plus 25 percent. Discounts and promotions never take a sale below your cost divided by 0.95, so no discount can push you below cost after the platform fee, and promotions never reduce what the supplying provider or TuneGrid receives.

Business to business trade: purchases between workshops are pay then deliver. Each provider and reseller pair has a credit balance which can never go negative; any amount above available credit is charged by card at purchase. Delivered files remain available for download while the purchase stands.

Claims and revocation: business to business refunds start in the purchase's support thread, where the provider may diagnose and fix. If the fault is the provider's and cannot be fixed, you may raise a claim on the purchase; the provider can accept, dispute or partially settle it, and TuneGrid may arbitrate a stuck claim. If you choose to refund your own customer for a reason that is not the provider's fault, that cost is yours and you still owe the provider its wholesale share. An accepted provider fault claim credits your account with the provider and revokes your licence to that delivered file for that job: money back means rights back, downloads for that job are disabled and you must not reuse, relocate or resell that file.

9. Files, intellectual property and licences

You keep all rights in the files and content you upload. You grant us a licence to host, store, process, fingerprint and transform them as needed to run the platform, including identification and matching per clause 8 and delivery to the people you sell to. Buyers of a tune receive a licence limited to the specific job it was bought for; the licence ends if the purchase is revoked under clause 8. Platform software, bundle formats and matching data structures are ours or our licensors'; internal bundle files are never made available to any person. We log access to files; access by anyone other than the file's owner or their workshop is audited, and provider access for support is time-boxed and recorded.

10. Data protection

Definitions from applicable data protection law (including the Privacy Act 1988 (Cth) and, where it applies, the EU and UK GDPR) apply to this clause. For personal data of your customers, you are the controller and we process it as your processor, only as needed to provide the platform and per your instructions given through the platform. We will: keep it confidential; apply the technical and organisational security measures described in the Privacy Policy (including tenant isolation and encrypted storage); engage the sub-processors listed in the Privacy Policy, and give you notice through the platform before adding one, with a right to object on reasonable data protection grounds; assist you with data subject requests and with your own breach notification duties; notify you without undue delay after becoming aware of a data breach affecting your customers' data; and on termination make your data available for export for 30 days, then delete it per the Privacy Policy retention rules. Where your customers are in the EU or UK, the European Commission's Standard Contractual Clauses (module two, controller to processor) and the UK Addendum are incorporated into this agreement by reference, with you as data exporter and us as data importer. For your own account data, we are the controller as described in the Privacy Policy. You are responsible for having a lawful basis for the customer data you put into the platform and for your own privacy obligations to your customers.

11. Suspension

We may suspend your portal or specific features only: (a) for non-payment, 14 days after a written notice; (b) where we reasonably believe your use breaks the law, infringes rights, or creates a security or regulatory risk for the platform or other workshops; (c) where Stripe requires it for payment features; or (d) for a material breach of this agreement or the Terms and Conditions, after notice and a 14 day chance to fix it where the breach is fixable. We lift suspensions promptly once the cause is resolved. Suspension does not pause your payment obligations unless the suspension was our error.

12. Termination

You may terminate this agreement: (a) at the end of the initial term or any time after it with 30 days notice; (b) at any time if we materially breach this agreement and do not fix it within 30 days of your written notice; or (c) as provided in clauses 4 and 5 (material feature reduction, price increase). On termination under (b) or (c) we refund the unused pro rata share of anything you prepaid. Your statutory rights, including remedies for major failures, are unaffected.

We may terminate: (a) for your material breach not fixed within 14 days of notice; (b) if your account is used for unlawful activity; or (c) if we shut the platform down entirely, with at least 90 days notice and a pro rata refund of prepaid amounts. Amounts you owe at termination remain payable; clause 8 revocations, clause 7 indemnities, clause 13 and accrued rights survive. After the 30 day export window your data is deleted per the Privacy Policy.

13. Liability

Australian Consumer Law: our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures you are entitled to cancel the affected service and obtain a refund for the unused portion, or to compensation for its reduced value, and to compensation for any other reasonably foreseeable loss or damage. For failures that are not major you are entitled to have the failure remedied in a reasonable time. Nothing in this document excludes, restricts or modifies those guarantees or any other right you have under law that cannot be excluded. Where the law allows us to limit our liability for a guarantee failure (section 64A of the Australian Consumer Law, for goods or services not of a kind ordinarily acquired for personal, domestic or household use), our liability is limited, at our option, to resupplying the affected service or paying the cost of resupply, where it is fair and reasonable to do so.

Subject to that paragraph: neither party is liable to the other for loss of profits, loss of revenue, or indirect or consequential loss; and each party's total aggregate liability under this agreement in any 12 month period is capped at the total fees you paid us in that period. The cap and exclusions do not apply to: your payment obligations, either party's liability for fraud or wilful misconduct, your clause 7 indemnity, or liability that cannot be limited by law. TuneGrid is not liable for the tuning files and services supplied by workshops (including TuneGrid base library files resold by you being fit for your customer's particular purpose, which remains your responsibility as the seller), for vehicle damage arising from work you perform, or for Stripe's services.

14. Changes to this agreement

We may update this agreement with at least 30 days written notice (email plus a portal notice). If a change materially reduces your rights or increases your obligations, you may terminate without penalty before it takes effect and we will refund any prepaid unused period. Continuing to use the platform after the notice period is acceptance. We keep every historical version, and the version you accepted is recorded with your signature.

15. General

This agreement is governed by the laws of Queensland, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Queensland. Disputes go to support first, then good faith negotiation between the parties for 30 days, before court proceedings (urgent injunctive relief excepted). Notices to you go to your registered email and portal; notices to us go through support or the contact details in the Privacy Policy. You may not assign this agreement without our consent (not to be unreasonably withheld for a sale of your business); we may assign to a related company or a buyer of the platform with notice to you. If part of this agreement is void or unfair under law, that part is severed and the rest stands. This agreement and the documents it references are the entire agreement, but nothing in this clause excludes liability for statutory representations or remedies that cannot be excluded.