Last updated 15 November 2011

These terms and conditions govern your access to the Ford Online Technical Information and Services website www.etis.ford.com (the "Website"), and your use of the technical information and services on it (the "Materials"). By registering on the Website, you agree to abide by the terms and conditions set out in this Agreement. IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS AND CONDITIONS, DO NOT USE THE WEBSITE OR DOWNLOAD MATERIALS FROM THE WEBSITE AND CEASE TO USE IT IMMEDIATELY.

1. Contractual Agreement

   1.1 This Agreement is between your company or business ("You" or "Your") and Ford Motor Company Limited ("Ford"). The Website is administered by MSX International.

   1.2 This Agreement can be terminated by either party by giving 1 month’s prior written notice to the other party.

2. Registration

   2.1 You warrant that you satisfy the following conditions:

   • (a) You are an independent automotive-related service or repair business;

   • (b) You have given your authority to the individual registering you on the Website to enter into this Agreement on your behalf;

   • (c) You will fully and accurately complete the online registration form and forward it to Ford.

   • (d) You will pay the Pre-Payment charge (see below 2.4).

   2.2 For registration to be successful, you have to select and enter a username and password and language preference. This username and password will enable you to log onto the Website.

   2.3 It is your responsibility to keep your username / password secure and divulge it only to those employees or members of your business who have your authority to access the Website. You will be liable for all transactions and costs incurred on the Website under your password. Ford cannot be held liable for any losses you suffer or incur as a result of your failure to keep your username / password secure.

   2.4 Pre-Payment

   Following the registration process and prior to accessing Mechanical Repair, Body & Paint, Wiring Diagrams and IDS licence fee payment, an initial minimum Pre-Payment of 50 Euros is payable to Ford on the Website using a valid credit or debit card. This is the Initial charge for your FordEtis account. All other technical information on the FordEtis site is free of charge.

3. Charges For Use Of Website

   3.1 All payments on the Website must be made in Euros or Pounds Sterling using a valid credit or debit card. No other payment method is available.

   3.2 The usage charges for accessing Technical Information and the Hotline are shown under the "Charging" tab on the FordEtis home page. Access to the Technical Hotline is subject to the separate Terms and Conditions for the Technical Hotline.

   3.3 Credit Balance

   Your current Credit Balance will be shown on screen when you are logged onto the Website. The Charges are automatically deducted from your Credit Balance. You can top up your Credit Balance by entering your credit or debit card details, at any time or when your Credit Balance reaches zero. Top up Credit is only available in multiples of 10 Euros, with a minimum top up of 50 Euros.

4. IDS Licence Fee Terms and Conditions

   • (a) In purchasing an IDS system you ("the Licensee") accept that Ford Motor Company Limited ("the Licensor") will charge an annual IDS licence fee ("Licence Fee").

   • (b) There will be 1 (one) Licence Fee charge per dealership site regardless of the number of IDS kits.

   • (c) The charge for the use of the IDS Licence will be charged per annum, exclusive of Value Added Tax, which may, at the option or election of the Licensor, be charged in addition thereto at the prevailing rate. "Value Added Tax" means any tax on the supply of goods and services.

   • (d) The Licensee shall pay the Licence Fee without deduction or set off.

   • (e) Payment of the Licence Fee entitles the user to receive regular VCM and FordEtis IDS software updates ("the Software") throughout the year and Helpdesk support. Failure to pay the Licence Fee will result in no activation of the Software.

   • (f) Ford Motor Company Limited reserves the right to amend the Licence Fee.

   • (g) The Licence fee is governed by the terms and conditions set out in the End User Licence Agreement (EULA). In agreeing to the Licence Fee you are also agreeing to be bound by the EULA.

   • (h) This Agreement is made only in the English language. If there is any conflict in the meaning between the English language version of this Agreement and any version or translation of it in any other language, the English language version shall prevail.

5. Conditions Of Use

   5.1 You may only use the Materials in the course of your automotive related service and/or repair business and/or modifications to vehicles. You must not distribute this information to third parties or modify or repost it to other websites. You agree not to interrupt or attempt to interrupt the operation of the Website in any way.

   5.2 If you do not comply with the obligations in clause 4.1 above, Ford will be entitled to suspend your access to the Website and/or terminate this Agreement with immediate effect. Any unused Credit Balance will be retained by Ford by way of liquidated damages in respect of any loss that Ford suffers as a result of your breach of clause 4.1.

   5.3 Subject to your continued compliance with this Agreement, Ford grants you a non-exclusive, non-transferable, limited right to access, use, display, and listen to the Website and the Materials on it. This right is not a transfer of title in the Materials or copies of the Materials and is subject to the following restrictions:

   • (a) You must retain, on all copies of the Materials downloaded, all copyright and other proprietary notices contained in the Materials;

   • (b) You may not modify the Materials in any way or reproduce or publicly display, perform, distribute, or otherwise use them for any public or commercial purpose;

   • (c) You must not transfer the Materials to any other person unless you give them notice of, and they agree to accept, the obligations arising under these terms and conditions of use.

6. Safety Information

   Access to the Materials is intended to allow you to undertake repair or servicing work on unmodified Ford motor vehicles or on Ford vehicle conversions/modifications in accordance to BEMM. This work should only be carried out by trained automotive mechanics who are fully qualified and with up-to-date skills. Where a special tool is referred to in the Materials, it is essential that this tool is used for proper repairs. Ford will not be liable for any losses you incur or suffer as a result of your failure to comply with this clause 5.

7. Vehicle Conversions Disclaimer

   Any person registering to FordEtis with the intention of modifying Ford vehicles agrees to the following:

   7.1 The warrant for the design, materials and construction must be for a period at least equal to the applicable Ford warranty. Furthermore, any modified vehicle must comply with the European General Product Safety Directive 2001/95/EC (as amended periodically).

   7.2 In addition to the above, users of the BEMM further agree to release Ford from all claims by any third party for any cost or loss (including any consequential damages) arising from their modifications to any vehicle unless Ford has given its prior written consent to such liability. The user shall be liable for any product liability (whether for death, personal injury or property damage) arising from any modification to a Ford vehicle or component made by the user or any of its agents.

8. Warranty And Liability

   8.1 Nothing in this Agreement is intended to exclude Ford’s liability for death or personal injury.

   8.2 Ford provides the Website for informational purposes only. It is your responsibility, as an experienced repairer or servicer of Ford motor vehicles, to satisfy yourself of the suitability and accuracy of the information you have downloaded from the Website and the manner in which you use that information. Ford does not warrant that the information accessible via this Website is accurate, complete or current, nor that the Website or any function or material within it will be fault or error free.

   8.3 Except as specifically stated in this Agreement all warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted at law, and neither Ford nor any of its affiliated companies, directors, employees or other representatives will be liable for any loss you suffer or incur arising out of or in connection with your use of this Website or the information, content, materials or products included on the Website.

   8.4 You agree to abide by any warnings, exclusions or limitations displayed on the Ford Independent Operator Repair System. Failure by you to adhere to these warnings will constitute a material breach of this Agreement.

9. Copyright And Trademark Statement

   9.1 All text, images, graphics, animation, videos, music, sounds, and other materials on the Website are subject to the copyrights and other intellectual property rights of Ford, its affiliated companies (including Ford Motor Company, a company incorporated in the State of Delaware, US, and its licensors. Ford or its affiliated companies own the copyrights in the selection, coordination, and arrangement of the Materials on this Website.

   9.2 All trademarks displayed on the Website are subject to trademark rights of Ford or its affiliated companies. The unauthorized use of any trademark displayed on this site is strictly prohibited.

   9.3 This site, including all Materials, is protected by worldwide copyright laws and treaty provisions, whether or not a copyright notice is present on the Materials. You agree to comply with all copyright laws worldwide in your use of the Website and to prevent any unauthorized copying of the Materials. Except as expressly provided herein, Ford does not grant any express or implied right to you under any patents, trademarks, or copyrights.

10. Alterations

    Ford reserves the right to alter or amend these terms and conditions at any time. Price and availability information is subject to change without notice, however Ford will use reasonable endeavors to notify you of any other changes. You should periodically check the date of these terms and conditions to determine whether any amendment has been made.

11. Applicable Law

    These terms and conditions are subject to English Law and both you and Ford both agree to submit to the jurisdiction of the English Courts.

12. Termination

    12.1 Ford shall have the right to terminate this Agreement immediately by notice in writing to you in the event that:

    • (a) you fail to perform or observe any of your obligations under this Agreement;

    • (b) you share any of the information obtained under this Agreement with any third party; or

    • (c) you abuse any of your rights under this Agreement, as determined in Ford's absolute discretion.

    12.2 The expiry or termination of this Agreement for any reason shall be without prejudice to any of the rights of either party which may have accrued by, at or up to the date of such termination.

13. Confidential Information

    13.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Agreement, each Party shall:

    • (a) treat the other Party's Confidential Information as confidential and safeguard it accordingly; and

    • (b) not disclose the other Party's Confidential Information to any other person without the owner's prior written consent.

    13.2 The above clause [12.1] shall not apply to the extent that:

    • (a) such disclosure is a requirement of law placed upon the Party making the disclosure, or Ford, acting in its absolute discretion, believes that such disclosure is necessary to assist any law enforcement agency;

    • (b) such information was in the possession of the Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner;

    • (c) such information was obtained from a third party without obligation of confidentiality;

    • (d) such information was already in the public domain at the time of disclosure otherwise than by a breach of this Agreement; or

    • (e) it is independently developed without access to the other Party's Confidential Information.

    13.3 Except to the extent set out in this clause, each Party may only disclose the other Party's Confidential Information to its staff who are involved in the provision of services under this Agreement, and each Party shall ensure that such staff are aware of and shall comply with these obligations as to confidentiality.

    13.4 Nothing in this Agreement shall prevent Ford from disclosing your Confidential Information:

    • (a) to any other company within the Ford group of companies provided that Ford uses all reasonable endeavors to ensure that any body or staff receiving the Confidential Information is made aware of Ford's obligations of confidentiality.

    13.5 "Confidential Information" means confidential information (however recorded, preserved or disclosed) disclosed by either party to the other party in connection with:

    • (a) this Agreement;

    • (b) any information that would be regarded as confidential by a reasonable business person relating to:

      • (i) the business, affairs, customers, clients, suppliers or plans of the disclosing party; and

      • (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party; and

    • (c) any information developed by the parties in the course of carrying out this Agreement.

14. Agreement Language

    14.1 This Agreement is made only in the English language. If there is any conflict in the meaning between the English language version of this Agreement and any version or translation of it in any other language, the English language version shall prevail."

Issue date: 19 April 2006