CARTESIAN Terms of Use
1. About these Terms
1.1 These Terms of Use (the "Terms") are an agreement between CARTESIAN ("we", "us", "our"), the operator of the CARTESIAN software and of the website cartesianecu.com, and the customer that uses the CARTESIAN software and services ("you").
1.2 The Terms apply to the CARTESIAN desktop application (the "app"), the customer account at cartesianecu.com/account/, the Connected Functions, our support and the website cartesianecu.com (together, the "Service").
1.3 You accept these Terms when you tick the acceptance box while creating an Account on the website or in the app, or when you activate or use the app. If you accept for a company, you confirm that you are authorised to bind it, and "you" then means that company.
1.4 The following documents also form part of the agreement:
(a) the plan page on our website, and any written offer or order confirmation, for the Plan, its limits and its price;
(b) the purchase terms shown when you pay, once payment through the Account is introduced;
(c) the Legal Disclaimer and the declarations that the app shows and asks you to accept.
If one of these documents conflicts with these Terms, these Terms prevail, except that a written agreement signed by both parties and the purchase terms prevail on the points they expressly cover.
1.5 Our Privacy Notice explains how we process personal data. It is a separate document and is not a contract term.
1.6 These Terms are available in English, Turkish, Spanish and Portuguese. If the versions differ, the English version prevails, unless the law requires otherwise.
2. Definitions
2.1 In these Terms:
(a) "Account": your customer account, which you use to sign in on the website and in the app.
(b) "Company": the business that holds the Licences and to which the Account is linked.
(c) "User": a person who uses the Service for you, such as your employee.
(d) "Licence": your right to use the app under a Plan, for a term, on Registered PCs.
(e) "Plan": a licence package, such as Basic, Standard or Ultimate, with the features, limits and prices shown on the plan page or agreed in writing.
(f) "Registered PC": a computer registered on a Licence by its hardware identifier.
(g) "Daily Allowance": the number of files that a Licence may process, or of Original Files that it may download, in one calendar day, shared by all its Registered PCs.
(h) "Connected Functions": the functions of the Service that work with our systems, such as DTC and solution processing, PCR 2.1 processing, the clone and EEPROM functions, Original File search and download, History and Support.
(i) "Customer File": any file that you or your Users load into the app or send to us, such as a flash or EEPROM read, and the data in it.
(j) "Result": a file, report or other output that the Service produces from a Customer File.
(k) "Original File": an unmodified ECU file from our catalogue.
(l) "Emission-Related Function": a solution or change that switches off, removes or alters an emission control system or its monitoring, such as a DPF, EGR, SCR or AdBlue, catalytic converter, lambda probe, NOx sensor or particulate sensor function.
3. Who may use the Service
3.1 The Service is a professional tool. It is intended for businesses and professionals in the automotive field, such as workshops and tuning specialists, who use it for their business.
3.2 You and every User must be at least 18 years old and able to enter into a binding contract.
3.3 You may not use the Service if you or your Company are subject to sanctions that prohibit us from dealing with you, or if the law that applies to you does not allow you to use it.
3.4 If you use the Service as a consumer despite section 3.1, the mandatory consumer protection rules of the country where you live also apply to you, and these Terms do not limit the rights that those rules give you.
4. Your Account
4.1 Each Company may have only one Account. One Account may be linked to more than one Company if you prove your right to each of them.
4.2 You must give accurate and complete data and keep it up to date, in particular your e-mail address, because we send codes and important notices to it.
4.3 You must keep your password secret and must not share it. You are responsible for everything done through your Account and on your Registered PCs, and for your Users, as if you had done it yourself. If several people of your Company use the Service, they act through the Account. To put another person in charge of the Account, ask us to change its e-mail address.
4.4 Tell us at once if you suspect that someone else knows your password or uses your Account. We may ask you to set a new password, or temporarily block access, to protect the Account.
4.5 We link an Account to a Company in one of these ways: automatically, when the Account's verified e-mail address is the e-mail address we have on file for that Company and for no other company; after you enter a code that we send to the Company's e-mail address on file; or after our review. We may refuse, suspend or remove a link if we cannot confirm the right to it, or if the Company disputes it. We send a notice of every new link to the Company's e-mail address on file.
4.6 Our team will never ask for your password and cannot sign in to your Account.
4.7 You can ask us at any time to close your Account, as described in the Privacy Notice. Closing the Account does not end the Licences of the Company and does not entitle you to a refund.
5. The Licence
5.1 Subject to these Terms and to payment of the fees, we grant you a non-exclusive, non-transferable and non-sublicensable right to install and use the app on your Registered PCs, and to use the Connected Functions, for your own business during the term of the Licence.
5.2 A Licence runs for the term shown in your Account, usually one year from its start. It does not renew automatically. You can renew it before or after it ends, at the price and on the conditions that apply at the time of renewal.
5.3 Each Plan has a number of PCs that may be registered, a number of PCs that may use the app at the same time, Daily Allowances and features, as shown on the plan page at the time of purchase or as agreed in writing. If the app is started on more PCs than your Plan allows at the same time, the newest start may end an older session.
5.4 Daily Allowances are counted per calendar day and start again the next day; the app shows when. Unused allowances are not carried over. Where a Plan is described as unlimited or subject to fair use, reasonable technical limits apply to protect the Service and other customers; if you reach such a limit, we will tell you its value on request.
5.5 The Licence is bound to the hardware identifier of each Registered PC. You may add PCs from your Account up to the limit of your Plan, subject to the checks of the Service, for example that the app has recently been started on the PC. A PC can also be registered automatically when you sign in to the app on it. To remove or replace a PC, contact us; we may limit how often a PC can be replaced. A change of a PC's processor or main board can change its identifier and may require a new registration.
5.6 You need a suitable Windows PC and an internet connection. The app checks the Licence when it starts and while it runs, and counts the files processed.
5.7 You may not sell, resell, rent, lend, sublicense, transfer, share or otherwise make available the Licence, the app, your Account or access to the Connected Functions to anyone outside your Company, unless we agree in writing. You may use the Service and its Results for the vehicles of your own clients as part of your own services.
5.8 The app updates itself. Some updates are required to keep using the Service, and an outdated version may stop working.
5.9 Licences granted before these Terms, including licences moved from earlier systems, continue on the conditions under which they were granted. These Terms apply to the use of the Account and of the Connected Functions.
6. Acceptable use
6.1 You must use the Service lawfully and in line with these Terms, and you must comply with every law that applies to you, to your clients and to the vehicles you work on, including the rules on road traffic, vehicle approval and inspection, emissions, the environment, consumer protection, data protection and intellectual property.
6.2 You must not, and must not allow anyone to:
(a) copy, modify, decompile, disassemble or reverse engineer the app or any part of the Service, or try to extract its source code, solution data or algorithms, except to the extent that the law expressly allows it despite this prohibition;
(b) bypass, disable or interfere with the licence checks, the binding to Registered PCs, the Daily Allowances, the limits on repeated requests or any other protection;
(c) access the Connected Functions other than through the app or the Account, for example with scripts, bots or modified client software, or use them in a way that overloads our systems;
(d) copy, collect or publish the Original File catalogue, our solution data or other content of the Service in bulk, or use it to build a competing product or database;
(e) upload malicious code, or files that you have no right to use;
(f) use the Service to change a vehicle identification number or a recorded mileage in order to mislead anyone, to facilitate the theft of a vehicle, or to defeat an anti-theft system;
(g) use the Service in any other way that is unlawful, harmful or fraudulent.
6.3 We monitor the use of our systems to protect the Service and to enforce these Terms, as described in the Privacy Notice.
7. Emission-related and other regulated functions
7.1 The Service offers Emission-Related Functions and other functions that change regulated vehicle systems, such as speed limiters and immobilisers. In many countries it is prohibited to use a vehicle on public roads after such a change, or to offer, sell or carry out such changes on road vehicles. Breaches can lead to fines, criminal penalties, the loss of the vehicle's registration or approval, and failed inspections.
7.2 These functions are offered only for uses that the law applicable to you and to the vehicle permits, for example vehicles used only in motorsport on closed courses, vehicles and machines used off public roads where the change is allowed, vehicles exported to a country where the change is allowed, and testing, research, development or diagnosis on a bench.
7.3 You alone decide whether a change is lawful for the vehicle and the intended use, and you alone are responsible for:
(a) checking and complying with the applicable law before you make or deliver a change;
(b) not carrying out such a change on a vehicle that will be used on public roads where this is prohibited;
(c) informing your clients of the legal and technical consequences and obtaining their consent;
(d) every consequence for the vehicle, its engine and components, its warranty, insurance, registration, inspections and type approval, and any fine, penalty or claim.
7.4 You may use immobiliser functions only on vehicles that you own, or that their owner has authorised you to work on, after you have checked that authority.
7.5 The availability of a function in the Service does not mean that its use is lawful in any country. We do not give legal advice.
7.6 We may ask you to confirm the intended use of a function, as the app does for Support requests. We may refuse, restrict or switch off Emission-Related Functions or other regulated functions for certain countries, customers or uses when the law requires it, or when we have reason to believe that they are being misused.
8. Your files and the Results
8.1 You keep all rights that you have in your Customer Files. We do not acquire ownership of them.
8.2 You grant us a worldwide, non-exclusive and royalty-free licence to store, copy, analyse, process, change and transmit your Customer Files and Results, including to the partners described in the Privacy Notice, for as long as needed to:
(a) provide the functions you use and deliver the Results;
(b) keep your History and Support records;
(c) answer your requests and carry out the work you ask for;
(d) examine an operation that failed or that you reported, and correct or add the solution;
(e) protect the Service and comply with the law.
8.3 You confirm that you have the right to use each Customer File and to let us process it as described, including the permission of the vehicle owner where needed, and that this does not infringe the law or anyone's rights.
8.4 You may use the Results for your own business, also after the Licence ends. The solutions, data and methods that the Service uses to produce them remain ours (section 15).
8.5 Always keep your own complete copy of every original read before you change or write a file. History keeps files only for a limited time and within a storage limit, as described in the Privacy Notice; it is not a backup service.
8.6 Original Files are made available for use with your Licence, for example to restore or repair a control unit of the matching vehicle. You must not publish, sell or redistribute them or build a collection from them. We do not guarantee that an Original File matches your vehicle; check it before you use it.
9. Personal data in your files and requests
9.1 Our Privacy Notice describes how we process personal data as a controller.
9.2 Customer Files, History entries and Support requests can contain personal data of your clients or of other people, such as a vehicle identification number, a registration plate or a mileage. For this data, we act on your behalf, and we:
(a) process it only to provide the Service to you, on your instructions as given through your use of the Service and these Terms, unless the law requires otherwise;
(b) make sure that the people who process it are bound to confidentiality;
(c) protect it with the security measures described in the Privacy Notice;
(d) use the service providers and partners described in the Privacy Notice and, where the law requires it, bind them by written obligations that protect the data in an equivalent way; you authorise this, we will inform you of changes by updating the Privacy Notice, and if you object to a change on reasonable grounds and we cannot meet your objection, you may end the Licence;
(e) help you, as far as reasonably possible, to answer the requests of the people concerned and to meet your obligations on security, breach notification and impact assessments;
(f) inform you without undue delay after we become aware of a personal data breach that affects this data;
(g) delete the data at the end of the periods described in the Privacy Notice, unless the law requires us to keep it;
(h) make available to you the information needed to show that we meet these obligations.
9.3 You are responsible for having a legal basis to give us this data, for informing the people concerned, and for sending us only the data that the work needs.
9.4 Where the law requires more detailed data processing terms or transfer clauses, the terms required by that law also apply, and we will sign them with you on request.
10. Connected Functions and availability
10.1 The Connected Functions require an internet connection and our systems, and some of them use the services of technical partners. The control units, solutions and Original Files that are available can change over time.
10.2 We provide the Service "as is" and "as available". We work to keep it available and accurate, but we do not guarantee that it will be uninterrupted, free of errors, or available for every vehicle, control unit or software version.
10.3 We may interrupt the Service for maintenance, updates or security reasons. We try to announce planned interruptions in advance where practical.
10.4 We may change, add or remove functions, control units, solutions and content to develop the Service, to follow the law or to respond to changes by our partners. If a change during your paid term substantially reduces the core functions of your Plan, you may end the Licence by notice to us within 30 days of the change, and we will refund the unused part of the fee for the current term.
11. Support
11.1 We provide support through the Support page of the app and by e-mail at [email protected], in Turkish, English, Spanish and Portuguese. Unless we agree otherwise in writing, we do not guarantee response or resolution times.
11.2 When you ask us to carry out tuning or other work on a file, the same rules apply as to the rest of the Service, including sections 7, 8 and 12. We may refuse a request, in particular when the declarations that the app asks for are not given or the work appears to be unlawful.
12. Risks of ECU modification
12.1 Changing ECU software involves risk. A control unit can become inoperable ("bricked"), the engine or other components can be damaged, and the vehicle can behave differently.
12.2 You must have the necessary skills and equipment, and before every write you must:
(a) make, check and safely keep a complete read of the original control unit (flash and, where applicable, EEPROM);
(b) confirm that the file matches the control unit it will be written to;
(c) use a stable power supply and suitable, up-to-date tools, and follow the tool maker's procedure;
(d) check the Result, and test the vehicle after writing.
12.3 The Service corrects checksums for the supported control units and refuses a file when it cannot process it safely. These are aids only: you remain responsible for checking a Result before you write it.
12.4 You decide which changes to make, and you are responsible towards your clients for the work you carry out for them.
13. Fees and taxes
13.1 The fees for new Licences, renewals and upgrades are those shown on the plan page or agreed in writing at the time of purchase. Prices do not include taxes. Value added tax and other taxes are added where the law requires and are shown before you pay.
13.2 The payment methods and the invoicing, renewal and upgrade conditions are shown at the time of purchase. Until payment through the Account is available, purchases are agreed with our team. If you bought a Licence through a reseller, the price and payment are a matter between you and the reseller, and these Terms still govern your use of the Service.
13.3 Price changes apply to new purchases and renewals, not to a term already paid.
13.4 Fees are not refundable, except where these Terms or the purchase terms say otherwise or the law requires a refund.
13.5 If a fee is not paid when due, we may suspend the Licence until it is paid.
14. Suspension and termination
14.1 You may stop using the Service at any time.
14.2 We may suspend or restrict the Account, a Licence, a Registered PC or a function, where needed at once and without prior notice, if:
(a) we reasonably believe that you or a User has breached section 5.7, 6 or 7;
(b) a fee is overdue;
(c) this is needed to protect the Service, other customers or third parties from harm or from a security risk;
(d) the law or an authority requires it.
We will tell you the reason, unless the law forbids it or it would defeat the purpose, and we will lift the suspension when the reason ends.
14.3 We may end your Licence and your Account by notice if you materially breach these Terms and do not remedy the breach within 14 days after our notice, or at once if the breach cannot be remedied or is serious, such as sharing or reselling a Licence, circumventing protection, fraud, or the misuse described in sections 6.2(f) and 7.
14.4 When a Licence ends for any reason, the right to use the app and the Connected Functions under it ends. History and Support then become unavailable, and their data is deleted as described in the Privacy Notice. Download the files you need before the end of the term.
14.5 Fees paid are not refunded when we end a Licence under section 14.3. If we end the Service or a Licence for a reason other than your breach, we will refund the unused part of the fee for the current term.
14.6 Sections 7, 8.3, 8.4, 9, 15, 16, 17, 18, 21 and 22 continue to apply after the agreement ends, and so does any obligation to pay fees that are due.
15. Intellectual property
15.1 The Service, including the app, its engine, its solution data, its checksum methods, the Original File catalogue, texts, designs and the CARTESIAN name and logo, belongs to us or to our licensors and is protected by law. Apart from the Licence in section 5, we grant you no rights.
15.2 Vehicle and control unit brand names and logos belong to their owners and are used only to identify the vehicles and control units concerned.
15.3 The app can contain third-party components that are provided under their own licence terms.
15.4 If you send us ideas, suggestions or feedback, we may use them freely and without any obligation to you.
16. Warranties
16.1 We will provide the Service with reasonable care and skill.
16.2 Except as expressly stated in these Terms, and to the extent that the law allows, we give no other warranty, express or implied, including any warranty that the Service or the Results will meet your requirements, be suitable for a particular vehicle, control unit or purpose, or be free of errors.
16.3 Warranties and rights that the law makes mandatory are not affected.
17. Limitation of liability
17.1 Nothing in these Terms limits or excludes any liability that cannot be limited or excluded by law, for example liability for death or personal injury caused by negligence, for fraud, for intent or gross negligence where the law does not allow a limit, or under mandatory product liability rules.
17.2 Subject to section 17.1, we are not liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill or data, for the costs of vehicle downtime or of the recovery or replacement of control units, for claims of your clients, or for fines and penalties.
17.3 Subject to section 17.1, we are not liable for loss that results from:
(a) the use of the Service contrary to these Terms, in particular section 7, or contrary to the law;
(b) failure to follow section 12.2;
(c) changes made to a Result by you or anyone else after the Service produced it;
(d) the tools, devices or services of third parties that you use with the Service;
(e) events outside our reasonable control.
17.4 Subject to section 17.1, our total liability for all claims arising from or in connection with the Service and these Terms is limited to the total fees you paid us for the Service in the 12 months before the claim arose.
18. Indemnity
18.1 To the extent that the law allows, you will indemnify us against claims, fines, penalties, losses and reasonable costs, including legal fees, that arise from claims of third parties or authorities resulting from your breach of these Terms, in particular of sections 5.7, 6, 7 and 8.3, or from the work you carry out for your clients.
18.2 We will inform you promptly of any such claim and allow you to take part in its defence at your own cost.
19. Changes to these Terms
19.1 We may change these Terms, for example when the law, the Service or our business changes. Each version has a number and an effective date, and we record which version you accepted.
19.2 We will inform you of material changes by e-mail, in the Account or in the app at least 30 days before they take effect. We may ask you to accept the new version in order to keep using the Service.
19.3 If you do not agree with a material change, you may end your Licence before the change takes effect, and we will refund the unused part of the fee for the current term. If you keep using the Service after that date, the new version applies to you.
19.4 Changes that the law requires, or that only add functions or clarify the text without reducing your rights, can take effect earlier.
20. Communications
20.1 We communicate with you by e-mail to the address of your Account, through the Account and in the app. Notices to us must be sent to [email protected].
20.2 Codes, security notices and important notices about your Account and Licences are part of the Service. You can ask us to stop the licence reminders.
20.3 We send marketing messages only with your separate consent.
21. Governing law and disputes
21.1 These Terms, and any dispute arising from or in connection with them, are governed by the law of the place where we are established, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
21.2 Before going to court, please contact us so that we can try to settle the matter amicably within 30 days.
21.3 The courts of the place where we are established have exclusive jurisdiction. If you are a consumer, nothing in this section 21 affects the protection that the mandatory consumer protection rules of the country where you live give you, or your right to bring a claim in the courts of that country.
22. General provisions
22.1 These Terms and the documents listed in section 1.4 are the entire agreement between you and us about the Service. For Licences granted before these Terms, section 5.9 also applies.
22.2 If a provision of these Terms is invalid or unenforceable, the other provisions remain in force, and the provision concerned is replaced by a valid one that comes as close as possible to its purpose.
22.3 If we do not enforce a right at once, we do not waive it.
22.4 You may not assign or transfer your rights or obligations under these Terms without our written consent. We may transfer the agreement to a company that takes over our business or the part of it concerned, and we will inform you.
22.5 We are not responsible for delays or failures caused by events outside our reasonable control, such as failures of networks or of partners' services, power cuts, natural disasters, war, strikes or acts of authorities.
22.6 Nothing in these Terms creates a partnership, an agency or an employment relationship between you and us.
22.7 Electronic records of your acceptance and of your use of the Service are valid evidence, to the extent that the law allows.
23. Contact
23.1 CARTESIAN, the operator of the CARTESIAN software and of the website cartesianecu.com. E-mail: [email protected].