By purchasing or ordering the Goods and/or Services, you agree to be bound by the terms and conditions set out below. Before placing your order, if you have any questions relating to these Conditions please contact us via our website at www.black-code.co.uk or by calling us on 01785 878356.
"BCI" means Master Automotive Group LTD T/A Black Code, together with its subsidiary and holding companies and any subsidiaries of such holding companies whether direct or indirect from time to time, "Conditions" means these terms and conditions; ''Goods'' means any goods you purchase under these Conditions;
''Non-subscription Services'' mean any Services other than Subscription Services; ''Personal Information'' means the details provided by you to us; "Services" means any services you order or otherwise purchase under these Conditions; ''Subscription Services'' means Services to which you subscribe on an ongoing basis, for example technical support Services;
"Us/our/we" means Master Automotive Group LTD T/A Black Code, a company registered in England and Wales with registered office located at Unit 9&10 Tilcon Avenue, Baswich Lane Industrial Estate, Stafford, ST18 0YL;
"Website" means either one of the websites located at www.black-code.co,uk or any other URL which may replace it; and
"You/Your" means the person ordering or otherwise purchasing the Goods or Services.
1. Rights and Obligations
1.1. You undertake: 1.1.1. to pay any amounts due to us in a timely manner;
1.1.2. that the Personal Information you provide is true, accurate, current and complete in all respects;
1.1.3. to notify us immediately of any changes to the Personal Information using the contact details in Clause 5.4; and
1.1.4. not to impersonate any other person or entity or to use a false name.
1.2. We reserve the right to modify the price or the content or withdraw, temporarily or permanently, some or all of the Goods or Services available. We also reserve the right to change or add to these Conditions from time to time.
1.3. Unless you have placed an order for any Goods or Services, or you subscribe to any Subscription Services, by the time such a change takes effect, we shall not be obliged to give you notice of any such modification or withdrawal.
1.4. From time to time we may also have to make changes in the specification of any Good or Service:
1.4.1. to make it conform with any applicable safety or other statutory requirements; or
1.4.2. to make it reflect changes in the manufacturer’s specification, but we will endeavour to ensure that such changes do not reduce the quality or performance of such a Good and/or Service. Where you have placed an order for the affected Good and/or Service and such changes are substantial, we will notify you in advance to ensure that you still wish to proceed with any order that you have placed.
1.5. Goods and Non-subscription Services:
1.5.1. You will be subject to the policies and Conditions in force at the time you order or otherwise purchase the Goods or Non-subscription Services, unless we are legally obliged to make changes to these Conditions that apply retrospectively. If this happens, these changes will apply to any orders we have not yet fulfilled when the changes took effect, even if your order was placed previously.
1.5.2. We shall not withdraw or modify to your substantial detriment any of the Goods or Non-subscription Services for which we have accepted an order from you, other than where such modification or withdrawal is required as a result of events outside of our reasonable control.
1.5.3. The purchase of software products is subject to your acceptance of the terms of any end user and/or licensing agreement(s) relating to such software.
1.6. Subscription Services only:
1.6.1. If you subscribe to Subscription Services, we will give you prior notice of any withdrawal of or changes to the Subscription Services or these Conditions.
(i) where these changes are to your substantial detriment (which shall include but not be limited to an increase in the price of your Subscription Services of more than 10%), you can choose to cancel any unused portion of the Subscription Services without penalty before any such changes take effect. Your continued subscription to the Subscription Services following such change taking effect shall be deemed to be your acceptance of such change.
(ii) Your right to cancel under Clause 1.6.1
(i) above does not apply where:
(a) any price increase in relation to the Subscription Services does not exceed the Retail Price Index figure, the Consumer Price Index figure or similar in any twelve month period; or
(b) the increase is as a result of any increase in VAT or other taxes or the introduction of a similar or new tax on the Subscription Service.
1.7. Estimated time frames for delivery of Goods or completion of Services are estimates only and delays may arise due to matters outside of our reasonable control.
2.1. Goods and Services are available only to individuals who we, in our absolute discretion, consider eligible. The eligibility criteria include, without limitation, those whose applications are acceptable to us and those who are residents in the UK. Services that come with minimum term contracts are only available to individuals who are 18 years old or over and by ordering or otherwise purchasing such Services, you confirm that you are 18 years old or over.
2.2. When requested by us, you must provide your name, phone number, address, payment details and other requested information.
2.3. Each order placed by you will be treated as an offer to purchase the Goods and/or Services to which your order relates. The contract will only be completed when we dispatch the Goods/commence the provision of the Services (as applicable) or when we take any due payment from you (which includes debiting your payment method), whichever is the earlier.
2.4. You acknowledge that any automated acknowledgement given when you place an online order shall not amount to our acceptance of your offer to purchase.
2.5. We may, at our own discretion, limit, restrict or reject any order you place at any time prior to the contract having been completed. Where this happens, we will attempt to contact you. We also reserve the right to limit or prohibit sales to dealers or to entities that we believe, in our sole discretion, are making use of the Goods or Services for profit.
2.6. My order is late. The majority of our orders are delivered within the delivery times below, we apologise if this has not happened on this occasion.
We place trackers on all parcels and have our customer service team available to take your queries on late/ non delivery. Please contact customer services on 01785 878356 or email email@example.com
For information on your courier status, please see table below.
If you have not received your order within the delivery times below, or you are unable to track your order, please contact our customer service team on 01785 878356.
UK, N. Ireland - approximately 2 - 4 working days*
France, Germany, Spain, Sweden - approximately 5 - 6 working days
United States - approximately 7 - 10 working days Australia, New Zealand - approximately 10 - 14 working days
Republic of Ireland - approximately 3 - 5 working days
3. Price and Payment
3.1. The price of the Goods or Services (if any) shall be the price of which we inform you prior to accepting your order. Prices will show and include VAT at current rates unless stated otherwise.
3.2. If you fail to make any payment on the due date then, without prejudice to any other right or remedy we may have, we may:
3.2.1. where you subscribe to Subscription Services, suspend the Services until payment is received and, if you continue to fail to make payment, cancel this agreement; and/or
3.2.2. where you have ordered Goods or Non-subscription Services, cancel this agreement; and/or
3.2.3. In any event, charge you interest (before and after any judgment) on the amount unpaid, at the rate of 2% per calendar month, until payment is made in full (a part of the month being treated as a full month for the purpose of calculating interest).
3.3. You confirm that any payment method you use is yours.
3.4. Payment methods are subject to validation checks and authorisation and we will not be liable for any delay or non-delivery caused by failure of such checks or authorisation.
3.5. Once your Goods have been collected and/or otherwise received by you, all risk of damage to, or loss of, the Goods shall pass to you.
3.6. Irrespective of your receipt of the Goods, the passing of risk or any other provision of these conditions, ownership shall not pass to you until we have payment in full for the Goods.
3.7. Until such time as the ownership passes to you, you shall hold the Goods on our behalf and keep them safe and identified as our property, and we shall be entitled to ask you to return the Goods to us.
4. Cancellation, Returns and Exchanges
4.1. Without prejudice to our rights under Clause 1 above, if either party breaks the terms of these Conditions in any material way, the other party can terminate these Conditions by giving the other party 7 days’ written notice.
4.2. In certain situations, we may be prepared to give you a refund or exchange for Goods if you change your mind. For details on our Returns and Exchange Policy please call us on 01785 878356 or email accounts@Black-code.co.uk.
4.2.1. The PURCHASER has 14 days to withdraw from the terms of the Dealer agreement with the following penalties:
(i) Should the PURCHASER not have attended training or collected the equipment a 20% restocking charge will be charged to the PURCHASER by deducting the amount at the rate at the time
(ii) Should the PURCHASER not have attended training but be in possession of the equipment a 20% restocking charge will be charged to the PURCHASER by deducting the amount at the rate at the time
(iii) Should the PURCHASER have attended training and be in possession of all items outlined in their agreement above a charge for the Blackflash Firmware and the Dealer Network Training will be charged to the PURCHASER by deducting the amount at the rate at the time and all net payments will be refunded in the method of payment the PURCHASER used to transact originally.
4.2.2. To claim on the one year performance based guarantee you must acknowledge and agree to the following definitions and criteria:
(i) “Initial investment” is considered the package amount purchased directly from the sales page
(ii) Any marketing packages, IMI accreditation and file credits are not considered part of your initial investment but as ongoing business
(iii) You must provide filed company accounts for the full 12 month period
(iv) You must have shown that you have been actively using paid advertising for each calendar month
(v) You must provide copies of invoices of all paid advertising along with copies of published ads.
(vi) You must have reached out to us for help and support where necessary within the 12 month period
(vii) You must have continuously been on an active file writing plan or 30 bundle for the duration
4.3. Subscription Services only:
4.3.1. Subject to Clauses 4.3.2 and 4.3.3 and without prejudice to Clause 4.1 above or to any other rights we have under the terms of these Conditions, either party can terminate this agreement at any time by giving the other party no less than 30 days written notice.
4.3.2. If Subscription Services come with a minimum term contract, without prejudice to our rights in Clauses 1 and 4.1 above, we will not terminate the Subscription Services during such a minimum term.
4.3.3. You can terminate the Subscription Services within such a minimum term but if you do so other than in exercising your rights under Clauses 1.6.1 and 4.1, we may charge you a cancellation fee.
4.4. Goods and/or Services ordered online or over the phone only
4.4.1. Consumers ordering Goods or Services at a distance (such as via telephone or online) have certain cancellation rights under the Consumer Protection (Distance Selling) Regulations 2000.
4.4.2. You may cancel any order for Services any time within 7 working days from the day after placing your order, however, you may not cancel once we have started providing any part of such Services to you with your agreement.
4.4.3. You may cancel any order for Goods other than audio or video recordings or software at any time within 7 working days from the day after receiving your Goods without liability to us.
4.4.4. A working day is any day except Saturday, Sunday and UK public holidays.
4.4.5. Where you have ordered audio or video recordings or software, you do not have a right to cancel your order once it has been accepted and either
(i) download of the audio or video recordings or software has started; or
(ii) where the audio or video recordings or software has been delivered to on CD, DVD or other similar storage devices and the item is unwrapped.
4.4.6. You may cancel your order by calling us on 01785 878356. For further details on how to cancel, please contact us via email at Accounts@black-code.co.uk. Any cancellation notice must be given before the end of the 7 working day period referred to above.
4.4.7. If you cancel an order for Goods, they must be returned to us within a reasonable period, complete (with any accessories, leads or other items provided with the Goods) and undamaged, with proof of purchase. If you fail to return the Goods in this manner, we may charge you the costs we incur in recovering the Goods from you (which may be substantial) or the stand alone retail value of any missing or damaged items.
4.4.8. Unless collection of the Goods has been arranged, you must return the Goods by sending them to our registered address at your cost. It is your responsibility to ensure that the Goods are received by us and we recommend using Special Delivery where appropriate.
4.4.9. Where we have agreed to collect the Goods from you, you must ensure that they are available for collection at the time arranged.
4.4.10. You shall be under a duty to take reasonable care of the Goods until received or collected by us and it is your responsibility to ensure that the Goods are not damaged whilst in transit using transport arranged by you.
4.4.11. If you cancel your order in accordance with the provisions of this Clause 4.4, subject to the provisions of Clauses 4.4.7 and 4.4.11 we will refund any sums paid by you in relation to your order (less our costs if we have to recover any Goods from you under Clause 4.4.7) within 30 days.
5. Your Personal Information
5.1. We need to collect certain Personal Information to provide you with the Goods and/or Services.
5.3. If you would like us to tell you what information we hold about you please write to: The Data Protection Office, at our registered address. We may charge a £10.00 administration fee – Please include your full name, address and a copy ID with each request.
5.4. You will have the opportunity to consent to us contacting you by post, e-mail, phone, SMS or MMS about products and services which the BCI and carefully selected third parties we believe may be of interest to you. You can make changes to your marketing preferences at any time by calling us on 01785 878356 or writing to us at us c/o The Data Protection Office, company registered address. Please note that it may take up to 28 days for such changes to take effect.
6. Limitation of Liability
6.1. We will not be liable for any loss or damage caused by us in circumstances where:
6.1.1. there is no breach of a legal duty of care owed to you by us; and/or
6.1.2. such loss or damage is not reasonably foreseeable.
6.2. We will not be liable any loss or damage caused wholly or mainly by your breach of these Conditions.
6.3. Our liability shall not in any event include losses related to any business of a customer including but not limited to lost data, lost profits or business interruption.
6.4. Nothing in these Conditions shall:
6.4.1. exclude or limit our liability for death or personal injury resulting from our acts or omissions or those of our servants, agents or employees; or
6.4.2. limit your rights as a consumer under applicable UK law.
6.5. All Services are provided on a commercially reasonable basis. Although we will provide the Services with reasonable skill and care, we make no warranty that the Services will meet your exact requirements or that they will always be available.
6.6. The Goods, where new, are sold with the benefit of and subject to the terms set out in any warranty or guarantee given by the manufacturer of the Goods. This is in addition to your legal rights in relation to Goods which are faulty or which otherwise do not conform to the legally required standard.
6.7. Each provision of this Clause 8 operates separately. If any part is disallowed, or is not effective, the other parts will continue to apply even after our agreement has been terminated or cancelled.
7. Dealer Termination
7.1. The COMPANY may terminate this Agreement forthwith by giving notice to THE PURCHASER in the event of:
i. any material breach of this Agreement by THE PURCHASER which has not been immediately remedied (if capable of remedy) following a written demand by THE COMPANY;
ii. if any order is made, proceedings are commenced or a resolution is passed, for the liquidation or winding-up of THE PURCHASER;
iii. if a distress or execution is levied against any property of THE PURCHASER
iv. if a liquidator or receiver or administrator is appointed in respect of the undertaking or any property or assets of THE PURCHASER;
v. if THE PURCHASER ceases or threatens to cease to carry on its business or is unable to pay its debts as they fall due or enters in any arrangements with creditors generally;
vi. if THE COMPANY reasonably believes that its rights of the Equipment are in Jeopardy.
vii. THE PURCHASER causes conflict of interest using other providers software.
7.2. The tool supplied to THE PURCHASER is a slave tool locked to THE COMPANIES Master tool. THE COMPANY does not release slave tools as to not jeopardise THE COMPANY. But may be willing to sell the tool on THE PURCHASERS behalf if requested.
i. THE PURCHASER must subscribe to either a monthly file writing plan or credit bundle as outlined by THE COMPANY. Details of the COMPANY file writing plans are available on request by THE PURCHASER.
ii. THE PURCHASER shall pay a monthly fee for the file writing in accordance with the selected monthly plan on the date of choice for each calendar month.
Non-compliance with the monthly payments will immediately result in the Company locking your account until your balance is cleared in full.
iii. All file writing (including credits) are non-refundable and non-assignable.
iv. THE PURCHASER shall not be entitled to any refund/credits in relation to unused files.
8. Confidential Information
We respect your privacy and must insist that you respect the privacy of fellow Black Code Approved Dealers. We respect your confidential and proprietary information, ideas, plans and trade secrets (collectively, "Confidential Information") and must insist that you respect the same rights of fellow Black Code Approved Dealers and of Master Automotive Group Limited. Thus, you agree:
i. Not to infringe upon any Black Code Approved Dealers’ or Master Automotive Group's copyrights, patents, trademarks, trade secrets or other intellectual property rights
ii. That any Confidential Information shared by Black Code Approved Dealers or any representative of Master Automotive Group Limited is confidential and proprietary, and any such Confidential Information belongs solely and exclusively to the party who discloses such information
iii. Not to disclose such information to any other person or use it in any manner other than in discussion with other Black Code Approved Dealers on the Community
iv. That all materials and information provided to you by Master Automotive Group Limited are confidential and proprietary intellectual property which belongs solely and exclusively to Master Automotive Group Limited, and may only be used by you as authorised in writing by Master Automotive Group Limited
v. Reproduction, distribution, or sale of these materials by anyone but Master Automotive Group Limited is strictly prohibited
vi. That if you violate, or display any likelihood of violating, any of the sections contained in this paragraph or referenced in this Agreement, Master Automotive Group and/or other Black Code Approved Dealers will be entitled to injunctive relief against you for any such violations
A breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to Master Automotive Group Limited for which there will be no adequate remedy at law, and Master Automotive Group shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). While you are free to discuss your individual results from this opportunity, you must keep the experiences and statements, oral or written, of all other Black Code Approved Dealers in the strictest of confidence.
9.1. Events Beyond the Parties Reasonable Control: If either of us cannot do what we have promised because of something beyond our reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes, acts or omissions of persons for whom we are not responsible, or acts of local or central government or other competent authorities, such party will not be liable for this.
9.2. Third Parties: Nobody but you and us can benefit from these Conditions under the Contracts (Rights of Third Parties) Act 1999.
9.3. Assignment: You may not but we may, assign, charge or otherwise dispose of our rights under these Conditions. Any attempt by you to do so shall be void.
9.4. Governing Law: These Conditions will be governed by English Law and if you are not happy with how we deal with any disagreement and want to take court proceedings, you must do so within the UK.
9.5. Each Clause of these Conditions operates separately. If any part is disallowed, or is not effective, the other parts will continue to apply even after our agreement has been terminated or cancelled.
9.6. Call Monitoring: Monitoring or recording of your calls may take place for our business purposes.
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