2. Terms and Conditions

Terms and Conditions

 

  1. Scope of Agreement

1.1       The Supplier shall provide the Customer with a live vehicle GPS tracking solution (referred to hereafter as the ‘Service’) using vehicle-mounted satellite tracking units (referred to hereafter as the ‘Vehicle Unit’) on the terms detailed in this contract and charges set out in the Suppliers’ Sales Order documentation.

1.2       The supply of the Service comprises:

  1. a) The lease of the vehicle unit
  2. b) The provision of Installation Services of vehicle units
  3. c) The provision of Cellular & Internet Services for the duration of the service period
  4. d) The supply of documentation
  5. e) The authorised use of software and licence agreements

f ) The technical support of the Service until the expiration of the lease period from date of installation

  1. Hardware Provision

2.1       The provision of vehicle unit tracking hardware to enable the Service to be installed.

            Hardware is described as

  1. a) Covert tracking unit consisting of GPRS modem, SIM card, GPS receiver and flash memory
  2. b) Covert external vehicle antennas for receiving GPS (Global Positioning System) and GPRS (General Packet Radio Service) signals
  3. c) Any required additional wiring, fuses, relays and input/output connections
  1. Unit Installation

3.1       The Supplier will deliver the vehicle unit/s to the Customer, complete with one set of documentation and

3.2       Begin providing the installation service on the agreed Installation Date and the chosen Installation Site

3.3       Complete installation is the responsibility of the Supplier and will be carried out by competent, qualified and insured personnel only

3.4       Depending on contract terms, first installation costs are included within the service

3.5       The Customer will use all reasonable effort to:

  1. a) Afford the installer access to sites and vehicles to provide the installation service
  2. b) The Customers’ computer system will be fully operational and up to date with current standards to enable access to the Suppliers’ internet-based tracking website user interface
  3. c) Comply with reasonable requests made by the Supplier to enable installation of the Vehicle Units

3.6       If the Customer fails to comply with clauses 3.5 a), b) or c) above neither the installer nor the Supplier will be held liable for any delay or failure in providing installation service

3.7       Installation may require minor alterations to the vehicle carried out by the installer to areas around the dashboard, headlining, roof or chassis. The Customer acknowledges and agrees that neither the installer nor the Supplier will be responsible for restoring the vehicle to the original pre-installation condition if the Vehicle Unit is removed

3.8       De-fit and re-fit costs will be charged at the agreed rate on signing of the contract if both vehicles (de-fit & re-fit) are in the same location or other charges may apply. The work will be carried out at the earliest convenience for both parties

  1. Data and Cellular Service

4.1       The Supplier shall be responsible for the provisions of GPRS and GPS services for the length of the lease period. All data and cellular costs are included within the Service and limited by the agreed Service time period

4.2       The Vehicle Units contain SIM cards that allows the Customer access to the cellular services, The Customer hereby:

  1. a) Acknowledges that the SIM card remains the property of the Supplier
  2. b) Will surrender all supplied equipment, including SIM cards to the Supplier upon termination of the Service
  3. c) Will only use the SIM card within the Vehicle Unit
  4. d) Will keep the SIM card/s secure at all times and notify the Supplier immediately if the SIM card/s is lost, stolen or damaged
  5. e) Will be responsible for the replacement costs of any lost or stolen SIM card/s

4.3       The Customer will:

  1. a) Not use the cellular or internet services for any improper, immoral or unlawful purpose including affecting the intellectual property rights of a third party
  2. b) Not take any action that could be reasonably deemed to damage or impair any network or system used in the cellular or internet services

4.4       The Supplier will use all reasonable effort to provide a fault-free service but due to the nature of the service it may not be possible all the time, The Cellular and Internet services may be affected by factors outside the control of the Supplier or its service providers or by landscape obstacles including trees, buildings, tunnels, underpasses or other forms of interference. Neither the Supplier nor their service providers will be liable for a failure to provide a fault-free service

4.5       The Supplier may temporarily suspend the Service due to technical failure, system maintenance. Scheduled maintenance will take place at off peak times and the Customer will be advised in advance of any downtime of the system, as well as provided with an approximate resolution time via email or telephone

4.6       The Customer will remain liable to pay for all Service fees under this agreement during any system downtime or suspension. The Supplier will not be held liable for any loss, monetary or otherwise as a result of any temporary suspension

4.7       Historical data from the Vehicle Unit will be stored while any part of the Service is unavailable and made accessible when the system is restored

  1. Vehicle Unit Maintenance

5.1       The Customer will keep the vehicle unit in the same good condition as can be reasonably expected as the date of delivery and will take reasonable steps towards the care, cleaning and maintenance of the vehicle unit

5.2       The Customer will insure the vehicle unit through a recognised insurance company under a form of policy, citing Road Safety Systems Ltd. as the owner with all loss payable to the Supplier

5.3       The Customer will be responsible for all insurance premiums for the vehicle unit and may not do anything to render the insurance policy null or void or moneys not being paid in event of a claim

5.4       The Customer will notify the Supplier immediately in the event of loss or damage to the vehicle unit and will make the unit available for inspection upon request by the Supplier

5.5       The Customer recognises that the vehicle unit features attached external antennas, aerials and cabling and this also constitutes the vehicle unit

5.6       Where the Suppliers’ equipment, vehicle unit or other accessory has been tampered with, the cost of any servicing/repair shall be borne by the Customer

5.7       Subject to the Customers’ compliance with clause 5.1 and to any loss of rights under clause 5.8, in the event of vehicle unit malfunction or breakdown, the Supplier will reinstate/repair/replace the defective part/s no later than 7 days from date of notification by the Customer free of charge

5.8       Free of charge repair and servicing will be voided for service problems resulting from:

  1. a) Misuse of equipment or failure to use the system in a reasonable manner
  2. b) Unauthorised attempts to modify, repair or replace by persons other than the Supplier, Installer or representative engineer on behalf of the Supplier
  1. Payment and Fees

6.1       Subject to the Customers’ compliance with clause 5.1 and to any loss of rights under clause 5.8, the charges for the Service are set out in the Sales Order documentation supplied before the time of installation, after both the Supplier and Customer are in full agreement

6.2       The Customer will pay the Supplier the lease fees for the Service quarterly (3 months), in advance via bank standing order or Direct Debit

6.3       The Service, vehicle unit hardware, installation, servicing, cellular and internet service costs are included in the lease fees

6.4       Unless otherwise stated, the Customer will pay the Supplier on the 1st of every month or 5 days from date of invoice. All sums payable under this Agreement shall be paid in full and in cleared funds by the due date, without any set-off, abatement or deduction whatsoever

6.5       In the event of non-payment by the customer for any sums due, the Supplier may, without prejudice to its other rights in this agreement

  1. a) Suspend the Service with immediate effect until the outstanding amount/s is paid
  2. b) Charge interest on the amount owed from the overdue date to the date of payment at the bank base rate plus 10%

6.6       All prices and lease fees in this agreement and supporting documentation exclude Value Added Tax

6.7       The Supplier requires payment to terms. Payment must be made on time, in full, and without any deduction, set-off or counterclaim. In the event that an account is outstanding, the Supplier will refer the matter to appointed debt collection agents, which will incur costs of 15% plus Value Added Tax. Any costs incurred to collect the debt will be added to the debt plus Value Added Tax at the prevailing rate. The Customer agrees that they will be legally liable to pay the Supplier that surcharge, and that payment of the same can be enforced against the Customer in court. The Customer also agrees to pay interest at the relevant reference rate provided for under the Late Payments of Commercial Debts (Interest) Act 1998, which is payable both after and before any judgement of the court and continues to accrue

  1. Warranties and Limitation of Liability

7.1       The Supplier warrants that:

  1. a) All services, including cellular and internet will meet the required expectations of the Customer for the lease period
  2. b) It has full rights and authority to use the software including licences to operating cellular and internet services and systems
  3. c) The system does not act or infringe any rights of a third party
  4. d) The systems’ use is lawful and does not breach any laws set out by the UK judicial system
  5. e) The vehicle unit and Service will function normally to an acceptable standard. However the Customer acknowledges that the vehicle unit, internet and cellular services are complex electronic devices/services and may have minor or inherent defects from time to time

            f ) The Supplier will endeavour to provide all remedial services to rectify code errors in software and electronic problems with hardware at no cost to the Customer

7.2       The Supplier will not be liable whether in contract tort or otherwise (including negligence) for any indirect or direct loss or damage (including loss of profit) suffered or endured by the Customer arising from this agreement

7.3       The Customer acknowledges that intellectual property rights of the system, Service and documentation belong to the Supplier

7.4       The assignment of any part of the system or Service by the Customer is strictly forbidden

7.5       The Customer will:

  1. a) Ensure that its employees and officers will not disclose any part of the system and documentation to a third party
  2. b) Notify the Supplier immediately if it has knowledge which suggests any person or organisation may have unauthorised knowledge, possession or use of the system, Service and documentation. The Customers’ obligations under this clause will remain after termination of this agreement and Service
  1. Term and Termination

8.1       At the of the Service period the Supplier will continue to provide the Customer, and the Customer will continue to pay for it, at the current rates, the Service and internet and cellular services

8.2       This Agreement commences on the date of this Agreement and will remain for the initial term, ceasing at the end of the Service period. Following the initial term, this Agreement will automatically continue until terminated by either party

8.3       The Customer may terminate this Agreement after the initial term by giving the Supplier 3 (three) months’ written notice stating their intention to quit

8.4       The Supplier may terminate this Agreement if the Customer:

  1. a) Breaches any term of this Agreement and does not remedy the breach within 5 working days after notification by the Supplier
  2. b) Goes in liquidation, becomes insolvent within the meaning of the Insolvency Act 1986, has a receiver appointed over their assets, goes into administration, or makes an arrangement or composition with their creditors (whether formally or otherwise)

8.5       Upon termination of this Agreement, the Customer will:

  1. a) Remain liable for any Service fees, including cellular and internet for any remaining service period and immediately cease use of the system and documentation
  2. b) Return the vehicle unit/s to the Supplier within 7 working days
  3. c) Return all documentation to the Supplier within 30 days

8.6       If the Customer fails to return the vehicle unit/s after termination of this Agreement, the Customer will continue to pay the agreed lease fees as set out in the Sales Order documentation and honour the other terms contained herein until the return of the vehicle unit/s within a period of 30 working days from termination (such period to include the initial period of 7 days referred to in clause 8.5(b) above), then the Customer will be liable for the full cost of the Supplier sourcing a replacement unit (including the Suppliers’ overheads associated with sourcing a replacement unit). That sum shall be invoiced to the Customer upon the expiry of 30 days from the termination and that invoice shall be payable by return without any set-off, abatement or deduction whatsoever. Upon payment of the said sum in full and in cleared funds, property of the unit/s shall pass to the Customer. The Supplier will have no obligation, liability or responsibility in relation to the unit/s passing to the Customer under this clause

8.7       Save in respect of the ownership of such unit/s as are transferred to the Customer under the terms of clause 8.6. Nothing in this Lease Agreement gives the customer any right of property or interest in or to the vehicle unit, service or operating system

8.8       The Customer will not dispose of, sell, assign, lend or part possession of or otherwise encumber the vehicle unit and its associated operating systems. Where the vehicle unit/s are subject to finance, whether under hire purchase or any other financing arrangements where a third party has title to or an interest in the vehicle unit/s, the Customer shall disclose this Agreement to that third party and shall procure, at its own cost, a waiver or form of agreement from the third party in a form to be approved by the Supplier acknowledging the Suppliers’ title to and interest in the vehicle unit/s, such a waiver or agreement to clearly state that the third party agrees that the vehicle unit/s remain the property of the Supplier and not the third party, and that the third party agrees that the Supplier may remove the vehicle unit/s at the end of the Agreement without incurring any liability to the third party

8.9       At the end of the lease period the Customer may extend the lease period for a term at lease fees to be determined between the Customer and Supplier

  1. Force Majeure

            Road Safety Systems Ltd. shall not be liable for any delay in for performing any of its obligations or any failure of the system or Service to perform any of its functions under these Terms caused by force majeure including, but not limited to, act of God, insurrection or civil disturbance, civil disorder, war or military operations, national emergency, acts of omissions of Government, highway, unofficial or otherwise unlawful industrial action of any kind, environmental conditions, severe inclement weather and any other cause beyond the reasonable control of Road Safety Systems Ltd.

  1. Governing Law

            This Agreement and Terms contained within shall be governed by the laws of England and Wales, and to the jurisdiction of its court. Any claims by the Customer shall be issued in the High Court of Justice, Queen’s Bench Division, Liverpool District Registry, Technology & Construction Court

  1. Entire Agreement, Variations, Amendments, etc.

11.1     No variation or amendment to these Terms and Conditions and/or the further terms agreed between the parties as set out in the Sales Order document shall be binding on the Supplier unless it is agreed in writing and signed by an authorised representative of the Supplier

11.2     No forbearance or failure to enforce any term of the Agreement, these Terms and Conditions or the further terms agreed between the parties as set out in the Sales Order documentation shall amount to a waiver of any such term, whether in that instance or at all and the Customer agrees that no such conduct by the Supplier shall amount to an estoppel, whether by way of representation or convention or at all

11.3     These Terms and Conditions, together with the further terms agreed between the parties as set out in the Sales Order documentation represent the parties’ entire agreement, and the parties agree that there are no other agreements, whether collateral or otherwise, relating to the supply of the Service, and any such prior agreements or understandings are hereby subsumed within and replaced in their entirety by the terms of the Agreement as set out in these Terms and Conditions and the further terms agreed between the parties as set out in the Sales Order documentation, such that those documents contain all of the terms of the parties’ contract

11.4     By signing these Terms and Conditions the Customer acknowledges and agrees that it has not been induced to enter into an agreement for the supply of the Service by any statement, warranty (whether collateral or otherwise) or representation by the Supplier