Dealer Partner Agreement

This Dealer Partner Agreement ("Agreement") is entered into between Motorsync Ltd ("Motorsync", "we", "us", or "our") and the dealership entity ("Dealer", "you", or "your") that registers to use MIRA Portal and related services.

By registering for MIRA Portal, you agree to be bound by this Agreement and our general Terms of Service. If you do not agree to these terms, do not register for or use MIRA Portal.

1. Definitions

2. MIRA Portal Services

Subject to the terms of this Agreement, Motorsync grants you a non-exclusive, non-transferable licence to access and use MIRA Portal for your dealership operations. MIRA Portal includes:

Customer Management

• Customer directory with search and filtering
• Customer profiles and contact history
• Customer approval workflows

Sales & Vehicle Contracts

• Sales order creation and management
• Vehicle contract tracking and document management
• Insurance and warranty tracking
• Digital invoice generation

Support & Communications

• Support ticket management with priority levels
• Real-time chat with customers
• AI-powered chat assistance and template suggestions
• Broadcast messaging to customer groups
• Notification templates with scheduling

Staff & Business Management

• Staff account management and role assignments
• Business analytics and reporting dashboards
• Company profile management

3. Dealer Obligations

As a MIRA Partner Dealer, you agree to:

• Maintain accurate business information including trading name, address, and contact details
• Respond to customer enquiries promptly and maintain reasonable response times for support tickets
• Process sales orders accurately and keep vehicle contract information up to date
• Maintain appropriate staff training on MIRA Portal usage and customer service
• Comply with all applicable laws including consumer protection, motor trade regulations, and data protection requirements
• Not misuse the platform including creating fraudulent records or manipulating customer data
• Maintain valid motor trade licences and insurance as required by law

4. Customer Data & Privacy

Customer data shared through MIRA Portal is provided to facilitate your dealership operations and customer service. You agree to:

• Use customer data only for purposes related to MIRA services and legitimate dealership operations
• Not sell, rent, or otherwise commercially exploit customer data
• Implement appropriate security measures to protect customer information
• Comply with UK GDPR and Data Protection Act 2018 requirements
• Notify Motorsync promptly of any data breach affecting customer data
• Honour customer requests regarding their personal data rights

5. Sales & Vehicle Contracts

5.1 Sales Order Management

You may use MIRA Portal to create and manage sales orders for vehicle transactions. All sales orders must:

• Accurately reflect the terms of the vehicle sale
• Include all required documentation and disclosures
• Comply with consumer credit and motor trade regulations

5.2 Vehicle Contracts

MIRA Portal allows you to track vehicle contracts including finance agreements, insurance policies, and warranty coverage. You are responsible for:

• Keeping contract information accurate and up to date
• Uploading and managing contract documents securely
• Notifying customers of important contract dates and renewals

5.3 Service History

You may record and manage vehicle service history through MIRA Portal. Service records should be accurate, complete, and maintained in accordance with industry standards.

6. Fees & Payment

6.1 Subscription Fees

Access to MIRA Portal is subject to monthly or annual subscription fees as detailed in your subscription agreement. Fees are payable in advance and are non-refundable unless otherwise stated.

6.2 Payment Terms

Payments are processed securely through our payment provider. You agree to maintain valid payment details and authorise recurring payments for your subscription.

6.3 Price Changes

We will provide at least 30 days' notice of any price changes. Continued use of MIRA Portal after the effective date of a price change constitutes acceptance of the new pricing.

7. Third-Party Integrations

MIRA Portal may integrate with third-party services to enhance your operations:

7.1 Finance Providers

MIRA Portal can connect with finance lenders to process customer finance applications. Use of these integrations is subject to the terms of the respective finance providers.

7.2 Vehicle Data Services

We integrate with vehicle data providers to help you look up vehicle information. This data is provided for convenience and should be verified independently.

7.3 Broker Partnerships

If you participate in broker-dealer relationships through MIRA, additional terms may apply regarding customer referrals and partnership arrangements.

8. Branding & Marketing

As a MIRA Partner Dealer, you are granted a limited licence to use MIRA branding and marketing materials subject to the following conditions:

• Use only official marketing materials provided by Motorsync
• Do not modify MIRA logos or branding without written approval
• Display MIRA Partner signage at your premises as agreed
• Ensure all marketing accurately represents MIRA services

9. Term & Termination

9.1 Term

This Agreement commences on your registration date and continues until terminated by either party.

9.2 Termination by Either Party

Either party may terminate this Agreement with 30 days' written notice to the other party.

9.3 Termination for Cause

Motorsync may terminate this Agreement immediately if you:

• Breach any material term of this Agreement
• Engage in fraudulent or unlawful activity
• Fail to pay fees when due after notice
• Become insolvent or enter administration

9.4 Effect of Termination

Upon termination, you must cease using MIRA Portal and branding, and settle all outstanding fees. You may request export of your data within 30 days of termination.

10. Liability & Indemnification

10.1 Limitation of Liability

To the maximum extent permitted by law, Motorsync's total liability under this Agreement is limited to the fees paid by you in the 12 months preceding the claim. Motorsync is not liable for any indirect, incidental, special, or consequential damages.

10.2 AI Features Disclaimer

AI-powered features including chat assistance, template suggestions, and vehicle information lookups are provided to enhance your operations but may not be 100% accurate. You should verify important information independently and not rely solely on AI-generated content.

10.3 Indemnification

You agree to indemnify and hold Motorsync harmless from any claims, damages, or expenses arising from your use of MIRA Portal, your breach of this Agreement, or your violation of any applicable law or third-party rights.

11. Confidentiality

Both parties agree to keep confidential all non-public information received from the other party in connection with this Agreement. This includes business data, customer information, and pricing. Confidentiality obligations survive termination of this Agreement for a period of 3 years.

12. General Provisions

12.1 Governing Law

This Agreement is governed by the laws of England and Wales. Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.

12.2 Amendments

Motorsync may amend this Agreement by providing 30 days' notice. Continued use of MIRA Portal after the amendment effective date constitutes acceptance of the amended terms.

12.3 Assignment

You may not assign or transfer this Agreement without Motorsync's prior written consent.

12.4 Entire Agreement

This Agreement, together with our Terms of Service and Privacy Policy, constitutes the entire agreement between the parties regarding MIRA Portal and supersedes all prior agreements or understandings.

13. Contact Information

For questions about this Agreement or MIRA Portal: