TPS ServiceCam Offer - Terms & Conditions

Please read these terms and conditions carefully. These terms and conditions ("Terms") apply to the TPS ServiceCam offer (the "Offer"). By participating in or redeeming the Offer, you agree to be legally bound by these Terms.

The promoter of the Offer is Volkswagen Group United Kingdom Limited, trading as TPS ("TPS"), whose registered office is at Yeoman's Drive, Blakelands, Milton Keynes MK14 5AN.

In these Terms:

"you" means the TPS customer participating in the Offer; and

"VehicleVision®" means Vehicle Vision International Limited (a company incorporated in England and Wales, with company number 10492384, whose registered office is c/o Charnwood Accountants, The Point, Granite Way, Mountsorrel, Loughborough, Leicestershire, LE12 7TZ), an independent third party supplier to TPS and its customers.

If you have any queries about the Offer or these Terms then please contact us at TPSmarketingsupport@vwg.co.uk. If you have any queries about VehicleVision®'s products and services, then please contact VehicleVision® direct through your usual business contact.

TPS makes the Offer available to provide certain assistance, as set out in these Terms, to qualifying bodyshops and independent garages in the United Kingdom, to incentivise the:

(a) licensing of certain automotive video software through a direct agreement with VehicleVision®; and

(b) use of such software to send personalised videos ("Videos") to inform owners about the condition of their vehicle and the service work which is proposed to be carried out on that vehicle.
The Offer will begin at around 01.00 on 1st February 2022 ("Offer Commencement Date") and close to new participants (not already participating in the Offer) on the posting of notice by TPS on the TPS website at tps.trade website address. The Offer will close for existing participants in the Offer on the expiry of thirty (30) days' notice in writing from TPS (which may include email).
The Offer is open to:

(a) traders operating in the United Kingdom (including sole traders, partnerships and limited companies), excluding VWG UK authorised repairers (which are eligible to participate in the applicable VWG brand programs, if available):

(b) with a TPS customer account number, enabling them to make purchases from TPS;

(c) which:

(i) enter into and comply with all the terms of an end user licence agreement ("EULA") with VehicleVision® in respect of the following automotive video software: Vehicle Vision Aftersales ("ServiceCam Software");

(ii) agree to use the ServiceCam Software to send a minimum number of Videos to their vehicle owner customers per calendar month, as set out in these Terms; and

(iii) agree to permit access by TPS to the automated summary data from the ServiceCam Software to enable TPS to confirm the number of Videos sent to their vehicle owner customers per calendar month,

(each a "Qualifying Business").
TPS will provide the following to Qualifying Businesses participating in the Offer:

(a) a filming kit as specified by VehicleVision® from time to time to enable the Qualifying Business to produce and send Videos in conjunction with the ServiceCam Software ("Filming Kit") on a "consignment stock" basis;

(b) a rebate (allocated to the Qualifying Business as a credit to the applicable TPS customer account number) in respect of certain costs payable, by the Qualifying Business, to VehicleVision® under the EULA, which rebate shall not exceed the level set out in paragraph 21 of these Terms and shall be credited to the Qualifying Business in accordance with paragraph 22 of these Terms.
The contents of the Filming Kit are subject to change by VehicleVision® from time to time and Qualifying Businesses will receive the Filming Kit in the form and with the component parts specified by VehicleVision® from time to time. However, for information only, as at the Offer Commencement Date, the Filming Kit (Part number ZGBTPSTAB) contains:

(a) Apple IPod 32GB (colour as determined by TPS);

(b) digital tyre tread depth gauge;

(c) brake pad gauge;

(d) 2+ tyre marking crayons;

(e) hand held tripod;

(f) toolkit case;

(g) USB Mains Charger;

(h) IRig Mike; and

(i) Griffin Skin.
If you are a Qualifying Business wishing to participate in the Offer, then you should contact TPS by telephoning your local TPS Centre which can be located at tps.trade stating that you wish to redeem the TPS ServiceCam offer. You may then be asked to provide proof of your eligibility for the offer. If TPS is satisfied that you are eligible for the offer and meet the conditions for participation as set out in these Terms, then you will be asked to sign a consignment stock agreement with TPS, for the Filming Kit ("Consignment Agreement"). If TPS is not satisfied that you are eligible or meet the conditions for participation under these Terms or you do not agree to sign the Consignment Agreement, then you will not be entitled to participate in the Offer.
To participate in the Offer you must also:

(a) permit access by TPS to the automated summary data from the ServiceCam Software, as directed by TPS, so as to enable TPS to confirm the number of Videos sent to your vehicle owner customers per calendar month; and

(b) use the ServiceCam Software to send a minimum of forty (40) Qualifying Videos (as defined in paragraph 21) to your vehicle owner customers per calendar month, as set out in these Terms.

You will be deemed to have granted such permission and agreed to such terms by placing an order for the Filming Kit with the TPS Centre and TPS shall then be entitled to contact VehicleVision® to obtain such automated summary data without the need for any further consent from you. You shall provide confirmation of such permission or summary data direct to TPS if and to the extent required by TPS.

Filming Kit
If you elect to participate in the Offer and to make an order for a Filming Kit from TPS, then your order for, and TPS's supply to you, of that Filming Kit will be subject to these Terms, the Consignment Agreement and TPS's usual terms and conditions or sale available at https://tps.trade/terms-and-conditions#terms ("Terms & Conditions of Sale"). However, in the event of any conflict or inconsistency between these Terms, the Consignment Agreement and the Terms & Conditions of Sale, the order of precedence shall be as follows: (i) these Terms; (ii) the Consignment Agreement; and (iii) the Terms & Conditions of Sale, and the agreement with precedence under this paragraph 8 shall prevail to the extent of such conflict or inconsistency.
The provision of a Filming Kit on a "consignment stock" basis means that you will not be charged TPS's price for the Filming Kit on order. However:

(a) the supply of the Filming Kit will be invoiced to you on order (such invoice to become payable only in accordance with paragraph 9(c) of these Terms below), notwithstanding any contradictory provisions in the Consignment Agreement;

(b) such invoice will be noted on your TPS customer account and will be applied as against your credit limit with TPS (i.e. your credit limit with TPS will be reduced by an amount equivalent to the value of the invoice); and

(c) such invoice will become payable and you will be charged TPS's price for the Filming Kit, as set out in its published price list in force as at the date of invoice, plus VAT, ("Price") in the following circumstances:

(i) if you do not return the Filming Kit (including any and all components) when required to do so under these Terms or the Consignment Agreement (irrespective of whether or not we exercise any right to recover the Filming Kit under these Terms or the Consignment Agreement);

(ii) if the Filming Kit (or any component of it) is lost or damaged or no longer in working condition following delivery in accordance with these Terms or is otherwise returned to TPS in a condition other than the condition in which it was delivered to you.

The Filming Kit shall not become "Used Goods" for the purposes of the Consignment Agreement and the invoice for the Filming Kit shall not become payable save as set out in this paragraph 9(c).
Filming Kits are subject to availability. There is a maximum of one Filming Kit per Qualifying Business available through the Offer. Additional parts to this kit (or additional kits) may be available to be purchased by the TPS customer direct from VehicleVision® but shall not form a part of this Offer (and, for the avoidance of doubt, videos shot using kits other than the Filming Kit supplied by TPS pursuant to this offer shall not be Qualifying Videos (as defined in paragraph 21) for the purpose of these Terms and shall not count towards or otherwise affect the level of any rebate due pursuant to these Terms.
Your order for a Filming Kit constitutes an offer by you to acquire from TPS a Filming Kit in accordance with these Terms and the Terms & Conditions of Sale. Your order shall only be deemed to be accepted by TPS when TPS delivers the Filming Kit to you or you collect it from TPS, at which point the contract ("Contract") between you and TPS for the supply of the Filming Kit, on the basis of these Terms, the Consignment Agreement and the Terms & Conditions of Sale, shall come into existence.
The Filming Kit shall be deemed to be "Parts" for the purpose of the Terms & Conditions of Sale. However:

(a) TPS gives no warranty in respect of the Filming Kit and any and all warranty claims and issues should be addressed direct to the manufacturer or through VehicleVision®;

(b) payment for the Filming Kit will become due (if applicable) as set out in these Terms and/or the Consignment Agreement (without limitation to Condition 9.7 of the Terms & Conditions of Sale);

(c) neither the Filming Kit nor any part of it may be returned to TPS for credit (including under Condition 3.2 of the Terms & Conditions of Sale); and

(d) title to the Filming Kit (and any and all components included within it) shall not pass to you unless and until TPS receives your payment of the full price for the Filming Kit in accordance with these Terms;

(e) you may not resell the Filming Kit unless and until TPS receives your payment of the full price for the Filming Kit in accordance with these Terms, notwithstanding any provisions to the contrary in the Terms & Conditions of Sale or the Consignment Agreement.
Without limitation to paragraph 6, the Filming Kit shall be delivered to you in accordance with the Terms & Conditions of Sale. For the avoidance of doubt and without limitation to the Terms & Conditions of Sale, delivery dates are estimates only and TPS shall not be responsible for any rebate or credit which a Qualifying Business is unable to earn due to delayed delivery.
The Filming Kit shall be at your risk from the time when it is delivered by TPS as evidenced by signed proof of delivery.
Full legal, beneficial and equitable title to and property in the Filming Kit (and all components within it) shall remain vested in TPS (even though risk has passed to you) unless and until payment in full, in cash or cleared funds, for the Filming Kit has been received by TPS.
Whilst title in the Filming Kit remains with TPS, you:

(a) shall hold the Filming Kit on a fiduciary basis as TPS's bailee;

(b) shall store the Filming Kit at your premises in a proper manner in conditions which adequately protect and preserve the Filming Kit and otherwise as directed by TPS from time to time and shall insure it, without any charge to TPS, as set out in the Consignment Agreement;

(c) shall not tamper with any identification on the Filming Kit or its packaging and shall ensure that it is stored separately from any other goods (whether or not supplied by TPS) and is clearly identifiable as belonging to TPS;

(d) are solely and absolutely responsible for any loss or damage to the Filming Kit or any part of it;

(e) shall immediately notify TPS of any loss or damage or theft, seizure or loss of possession of the Filming Kit or any part of it;

(f) shall not sell, charge, pledge, mortgage or otherwise dispose of the Filming Kit (or any part of it) or permit any lien to arise over the Filming Kit (or any part of it), or lease or sub lease or part with possession of the Filming Kit (or any part of it) and shall keep the Filming Kit (and all components included within it) free from distress, execution and other legal process; and

(g) shall otherwise store the Filming Kit as required under the Consignment Agreement.
If:

(a) you do not provide TPS with access to the summary data from the ServiceCam Software showing how many Qualifying Videos (as defined in paragraph 21) are submitted by you to your vehicle owner customers for each calendar month, in accordance with these Terms;

(b) you do not submit a minimum of forty (40) Qualifying Videos (as defined in paragraph 21) per calendar month to your vehicle owner customers as evidenced by the summary data from the ServiceCam Software provided to TPS;

(c) you do not purchase the parts identified within the Qualifying Videos (as defined in paragraph 21) and approved for replacement by the vehicle owner for Volkswagen, Audi, Seat, Skoda, Cupra or Volkswagen Commercial Vehicles from TPS;

(d) you are no longer eligible for the Offer as a Qualifying Business;

(e) you are in breach of these Terms or any Contract formed under these Terms;

(f) there occurs any of the events referred to in Condition 11.1 of the Terms & Conditions of Sale (and references to the "Contract" in such Condition shall be deemed to be references to the Contract and/or these Terms); or

(g) TPS reasonably believes that any of the events referred to in Condition 11.1 of the Terms & Conditions of Sale is about to occur; or

(h) you fail to observe or perform any of your obligations under these Terms, the Contract, the Consignment Agreement or any other contract between you and TPS; or

(i) you encumber or in any way charge the Filming Kit (or any part of it); or

(j) you breach the terms of the EULA,

TPS may, without limiting any other rights or remedies it may have (including, without limitation, in respect of any breach of paragraph 16 of these Terms), terminate your participation in the Offer by giving notice to you requiring you to deliver up the Filming Kit. TPS may additionally terminate the Offer and/or your participation in the Offer at any time by giving you thirty (30) days' notice in writing (which may include email). In the event that you receive notice terminating the Offer and/or your participation in the Offer or otherwise requiring you to deliver up the Filming Kit, you shall promptly deliver up the Filming Kit in accordance with TPS's reasonable instructions, failing which TPS may enter any of your premises or of any third party where the Filming Kit is held for the purpose of recovering the Filming Kit (or any part of it).
You grant to TPS, its third party agents and employees an irrevocable licence at any time to enter any premises where the Filming Kit (or any part of it) is or may be stored in order to inspect it, or, where your right to possession has terminated, to recover it.
Whilst title in the Filming Kit remains with TPS, you shall ensure that the Filming Kit is appropriately and adequately insured with a reputable insurer, having regard to your obligations and liabilities under these Terms and the Contract. You shall provide evidence of such insurance to TPS on request from TPS.
Rebate/credit
Qualifying Businesses participating in the Offer are additionally entitled to a rebate from TPS, in full or partial reimbursement of costs payable, by the Qualifying Business, to VehicleVision® under the EULA.
The level of such rebate depends on the number of Qualifying Videos sent by the relevant Qualifying Business to its vehicle owner customers in a calendar month. For the purposes of these Terms:

(a) "Qualifying Video" means a Video sent to a genuine vehicle owner customer in respect of the servicing or repair of that customer's vehicle;

(b) a maximum of one Qualifying Video per vehicle and per calendar month will be used for the purpose of calculating rebate due under these Terms (if any);

(c) subject to (a) and (b) above, Qualifying Videos for any genuine vehicle may be included in the calculation of the rebate due under these Terms (if any) – they are not restricted to videos of Volkswagen Group vehicles.
The rebate which TPS shall make available to Qualifying Businesses, participating in the Offer in compliance with these Terms, shall be as follows:

Number of Qualifying Videos sent to vehicle owner customers in the relevant calendar month Credit in £

0-20 0

21-40 175

41+ 150

If you terminate your participation in the Offer during a calendar month, then the number of Qualifying Videos sent in that calendar month, for the purpose of the rebate calculation, shall be the number of Qualifying Videos actually sent between the commencement of the relevant calendar month and the date on which you terminate your participation in the Offer (and, for the avoidance of doubt, there shall be no pro rata adjustment to such figure). If TPS terminates your participation in the Offer during a calendar month, then, without prejudice to any other rights or remedies of TPS, you shall not be entitled to any rebate for that calendar month irrespective of how many Qualifying Videos you have sent during that calendar month.
Rebates will be credited monthly, typically within ten (10) working days of the end of the calendar month. Rebates for TPS credit customers will be paid as a credit against the customer's TPS credit account. TPS cash account customers will receive their rebate as a credit to their account. All credits must be applied by TPS customers to purchases of products from TPS within twelve (12) months of the date on which they are applied to the TPS customer's account. After that date, the credit (or the unused portion of the credit, as applicable) will be cancelled and no further rebate, credit or other benefit will be due to the TPS customer in respect of the Qualifying Videos which gave rise to the cancelled credit.
No rebate, credit or payment will be made by TPS other than as expressly set out in these Terms. TPS does not warrant that rebates credited to you pursuant to these Terms will be a full rebate of fees payable by you to VehicleVision® under the terms of the EULA or any other agreement which you have with VehicleVision®. You are solely responsible for negotiating and agreeing the EULA with VehicleVision®, including any applicable pricing, and for making any payments to VehicleVision® under the terms of the EULA and any other agreement which you have with VehicleVision®.
General
You are solely responsible for compliance with the EULA and any other agreement which you have with VehicleVision® and for ensuring that any such agreement will allow you to comply with these Terms.
Filming Kits and credits provided through the Offer are non-transferable and non-refundable.
There is no cash or other alternative to any Filming Kit or credit provided through the Offer. You cannot substitute any part of the Filming Kit for any other item.
Participation in the Offer by a Qualifying Business and acceptance of any Filming Kit by a representative of a Qualifying Business will be subject to that Qualifying Business's anti-bribery policy. Representatives of a Qualifying Business participating in this Offer must therefore ensure that that Qualifying Business is entitled to participate in the Offer, on the basis of these Terms, before participating.
You may terminate your participation in the Offer at any time by providing written notice and returning the Filming Kit to us in accordance with our Terms & Conditions of Sale. You will not be entitled to any refund or credit in relation to such termination or return (save for any remaining rebate you may be entitled to in respect of that calendar month's Qualifying Videos in accordance with paragraph 22).
The Offer cannot be used in conjunction with any other offers, promotions or discount vouchers. However, this will not affect any order for parts you may make from TPS following the provision of any Videos to your vehicle owner customers; such orders and parts may benefit from offers, promotions or discounts in the ordinary course of TPS's business.
TPS reserves the right to:

(a) delay, postpone, vary or cancel the Offer for new participants (not already participating in the Offer); and

(b) delay, postpone, vary or cancel the Offer and/or any Contract, to require the return of the Filming Kit and/or to amend, vary or alter these Terms and/or any Contract at any time for any Qualifying Business participating in the Offer, on thirty (30) days' notice in writing (which may include email) to the relevant Qualifying Businesses participating in the Offer.
Nothing in these Terms shall have the effect of excluding or restricting liability for personal injury or death caused by proved negligence of the Volkswagen Group United Kingdom Limited nor any other liability which it would be unlawful to exclude or restrict.
Subject to paragraph 32 of these Terms but notwithstanding any provision of the Consignment Agreement or the Terms & Conditions of Sale, TPS will pay credit due in accordance with these Terms but shall not be liable for any loss or damage of any nature, howsoever caused, sustained in any way by any participant in this Offer including as a result of defective Filming Kit. All issues concerning defective Filming Kit should be addressed to the manufacturer, via VehicleVision®.
Subject to paragraph 32 of these Terms and without prejudice to paragraph 32, TPS is not party to the EULA or any other contract made between a trader and VehicleVision® ("Direct VehicleVision® Contract") and shall have no liability or responsibility to you in connection with any such contract or the supply of products, services and/or licences (including ServiceCam Software and any other hardware or software) ("VehicleVision® Products and/or Services") by or on behalf of VehicleVision®. VehicleVision® is an independent third party provider, which is not a part of and is not affiliated to Volkswagen Group and any complaints, claims or issues relating to any Direct VehicleVision® Contract or VehicleVision® Products and/or Services, together with any warranty issues relating to the Filming Kit, must be directed to VehicleVision® and not to TPS.
Without limitation to paragraphs 32, 33 or 34 of these Terms, TPS shall have no liability under these Terms or any Contract for any economic loss; loss of profits; loss of business; loss of goodwill; loss of income; loss of production; (in each case whether direct or indirect) or any indirect or consequential loss.
You shall keep TPS indemnified in full and on demand against any and all liabilities, claims, demands, damages, actions, losses or expenses (including without limitation, legal and other professional adviser’s fees and disbursements, economic loss and loss of profit (direct or indirect), indirect loss or consequential loss) resulting directly or indirectly from your failure to comply with these Terms, any Contract, the Consignment Agreement or the Terms and Conditions of Sale.
If there is a conflict in these Terms with any other terms whatsoever attached to any other advertising material in respect of the Offer, these Terms will take precedence.
If any part of these Terms is held to be invalid, it will not affect the validity or enforceability of the rest of the Terms.
TPS may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Terms or in connection with the Offer.
You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under these Terms without TPS's prior written consent.
These Terms, together with the Terms and Conditions of Sale and the Consignment Agreement, constitute the entire agreement and understanding of the parties and supersede any previous agreement, promises, assurances, warranties, representations and understandings between them relating to its subject matter.
All warranties and conditions not set out in these Terms, the Consignment Agreement or the Terms and Conditions of Sale, whether implied by statute or otherwise, are excluded to the extent permitted by law.
You acknowledge that you did not participate in the Offer or enter into any Contract on the basis of these Terms in reliance on any warranty, statement, promise or representation other than those in these Terms and, where relevant, the Consignment Agreement and the Terms and Conditions of Sale. You agree that the only rights and remedies available to you arising out of or in connection with any warranties, statements, promises or representations will be for breach of contract and irrevocably and unconditionally waive any right you may have to any claim, rights or remedies including any right to rescind a Contract (or the Consignment Agreement) which you might otherwise have had in relation to them.
Save for any applicable variations made by TPS under paragraph 31 of these Terms, any variation to these Terms must be agreed in writing and signed by TPS's authorised signatory.
You will have no claim against TPS for a misrepresentation unless that misrepresentation was made fraudulently.
A failure to exercise or delay in exercising a right, power or remedy provided by these Terms or by law does not constitute a waiver of that right, power or remedy nor shall any single or partial exercise of any such right, power or remedy preclude its further exercise.
No one other than a party to a contract formed on the basis of these Terms and their permitted assignees shall have any right to enforce any of these Terms.
The Offer and these Terms (including any non-contractual disputes or claims arising out of them) are subject to English law. Any disputes must be referred to the English courts.

Number of Qualifying Videos sent to vehicle owner customers in the relevant calendar month	Credit in £
0-20	0
21-40	175
41+	150