EN 
ZH terms and Conditions
1. General Terms and Conditions
1.1 These Cartrack Terms and Conditions (the "Terms"), together with each Service Order that references and incorporates these Terms, including any addendum to such Service Order, shall constitute an agreement (the "Agreement") between Cartrack (for the purposes of this Agreement shall include its affiliates) and the customer identified on the Service Order ("Customer").
1.2 These Terms shall govern the relationship between the parties in relation to the provision of Cartrack services ("Services") to the Customer, as set out on the Service Order Form.
1.3 This Agreement constitutes the complete agreement between the parties on the matters stipulated in this Agreement. No party will be bound by any express or implied term, representation, warranty, undertaking or the like not recorded herein. This Agreement supersedes and replaces all prior oral or written promises, warranties or representations made by the parties with respect to the subject matter hereof.
1.4 All other terms, conditions and variations of these printed terms, term sheet, order form or purchase order are void unless agreed in writing by Cartrack and the Customer. Such agreements shall be signed by an authorized representative to incorporate such additional terms into this Agreement.
1.5 Unless otherwise expressly agreed to by the parties in writing, add-on services are subject to the terms and conditions expressly incorporated by reference into the Service Order governing the purchase of such add-ons.
1.6 If any part of this Agreement is held to be invalid or unenforceable by a court or other competent authority, the remaining parts will not be affected.
1.7 The Customer acknowledges and agrees that the Service Order (and any amendments or addendums to the Terms or any other Service Order and any other agreement or arrangement between Cartrack and the Customer) may be validly signed by any party electronically, including by an electronic signature generated by DocuSign form (or any other similar service as freely determined by Cartrack).
1.8 If a verbal contract is entered into between the Customer and Cartrack over the telephone (the "Voice Recording Contract"), for the Cartrack Services, the Customer agrees that the terms of this Agreement will apply to all aspects of the Services requested by the Customer over the telephone and that Cartrack agrees to provide to the Customer. Upon conclusion of the Voice Recording Contract, the Client will receive a copy of this Agreement via email or post. If Customer has an objection to any term contained herein, such objection shall be made within seven (7) days of receipt of the Agreement, otherwise Customer will be deemed to have accepted the terms of this Agreement.
1.9 Any notice given by either party in relation to this Agreement shall be in writing and shall be delivered from time to time to the registered office or principal place of business of the other party, or any other address expressly designated by the parties.
1.10 By signing this Agreement, you also agree to receive text messages sent via an automatic telephone dialing system. Agreeing to these terms is not a condition of purchase.
2. Price. Payment Terms, Customer Commitments, Credit Reports and Taxes
2.1 Prices expressed in U.S. dollars are valid only as indicated in writing by Cartrack and only for the period specified in the Service Order.
2.2 If the Customer chooses to purchase Equipment from Cartrack, the Customer will be billed for the Equipment upon acceptance of the Service Order and payment is due on presentation. The Subscription Fee is payable in advance on or before the first day of each consecutive month and is payable on a pro-rata monthly basis on the Subscription Commencement Date.
2.3 The service period starts from the date the equipment is delivered to the customer, if necessary, based on the delivery date recorded by the carrier. This date should be considered the start date.
2.4 If the Customer does not choose to pay by direct debit or credit card, all amounts are due within fifteen (15) days of the date shown on the invoice, unless otherwise agreed. If the Customer fails to make any payment by the due date, Cartrack reserves the right to charge a late payment fee of one and one-half percent (1.5%) per month on the past due balance.
2.5 The Client's failure to promptly pay any obligation under this Agreement shall be deemed a breach of these Terms and may result in cancellation of the Agreement by Cartrack. Customer agrees to reimburse Cartrack for all fees, costs, expenses and attorneys' fees incurred by Cartrack in enforcing or collecting any and all amounts due hereunder.
2.6 If Customer has a valid dispute with respect to any invoice or amount due, such dispute must be communicated to Cartrack in writing within thirty (30) days of the bill date, stating the amount, the issue and the reason for the dispute. Any amounts not disputed within this time frame will be deemed undisputed, owing and due. Cartrack and the customer share a commitment to resolve any disputes expeditiously. No credit or refund may be given for services already provided to the customer.
2.7 Customer agrees to notify Cartrack within thirty (30) days of any change in Customer's trade name, address or telephone number.
2.8 By executing this Agreement, the Client authorizes Cartrack to periodically request credit reports and banking and trade references. Customer may request the name and address of the reporting agency from which Cartrack received such reports. Unless otherwise specifically stated, all payments to Cartrack are exclusive of taxes.
2.9 The Client is responsible for the payment of all applicable taxes in connection with transactions hereunder, whether specified or incurred, and agrees to reimburse Cartrack on demand for any taxes paid on its behalf.
3. Delivery and installation of CARTRACK’s own equipment
3.1 Provision of the Services contemplated herein requires installation of the Equipment into Customer's vehicle.
3.2 All equipment delivery times and dates are approximate. Cartrack and the Customer shall use their reasonable endeavors to adhere to such dates and times. Each party shall use commercially reasonable efforts to arrange and complete the installation of the Equipment within fourteen (14) days of the date of this Agreement, signed by the last party, unless an alternative schedule has been previously agreed upon by the parties.
3.3 Cartrack will not be responsible for any loss or damage caused by delays in the delivery or installation of the Equipment. Installation is performed by Customer, Customer’s employees, agents, representatives or designated subcontractors (“Self-Installation”). Cartrack is not responsible for any loss or damage arising directly or indirectly from the Customer's negligence or failure to follow Cartrack's written instructions for the installation of the Equipment.
4. Access and use
4.1 Cartrack hereby grants Customer a non-exclusive, non-transferable, limited right to the Services. Customer shall be entitled to:
4.1.1 access and use the Services in a manner consistent with any Cartrack policies and additional usage restrictions specified or referenced in the Order Form, up to and including the last day of the Services Term, and solely for Customer's use; and
4.1.2 Download, print, copy and use any document reasonably necessary for personal, internal, internal use; and
4.1.3 Information retrieved from the Services will be used solely for their personal use. Customer may not sell, resell, retransmit or otherwise make available information retrieved from the Services to any third party in any manner or through any media, unless Customer obtains Cartrack's prior written consent.
4.2 Cartrack reserves any and all rights not expressly granted herein. Except as otherwise permitted herein, Customer may not copy, modify, adapt or create derivative works of the Services. Except as otherwise permitted herein, Customer shall not under any circumstances (i) use or permit any third party to use the Services for timesharing, rental or service bureau purposes, or (ii) decompile, disassemble, disassemble or Otherwise reverse engineer the Equipment or Services, or allow any third party to decompile, reverse assemble or reverse engineer the Equipment or Services. Customer will use the Equipment and Services in accordance with applicable laws.
5. Ownership
5.1 Customer acknowledges that Cartrack and its suppliers own all right, title and interest in and to the Equipment and Services, including without limitation all worldwide copyrights, trade secrets, trademarks, patents, confidential information and proprietary and intellectual property rights subsisting therein. Except for this Customer does not acquire any express or implied rights in the Equipment or Services other than those specified in the Agreement.
5.2 Customer acknowledges that the Equipment and Services may contain certain third party applications and software licensed to Cartrack. The rights to access and use the Services granted hereunder shall be subject to any underlying license granted to Cartrack by a third party to the Equipment or any component of the Services.
6. Title
6.1 Ownership of the Equipment shall at all times remain with Cartrack. If payment is not received in full by the due date, Cartrack reserves the right to enter the customer's property to repossess the equipment.
6.1 Ownership of the Equipment shall at all times remain with Cartrack. If payment is not received in full by the due date, Cartrack reserves the right to enter the customer's property to repossess the equipment.
7. Equipment Defects and Statements
7.1 Subject to the limitations contained herein, Cartrack represents that, during the Service Period, the Equipment will be free from defects in material and workmanship and will substantially conform to the specifications for such Equipment.
7.2 Except as stated above, Cartrack makes no other warranties, express or implied, with respect to the subject matter hereof, and hereby disclaims all other warranties, including without limitation, the implied warranties of merchantability, non-infringement or fitness for a particular purpose.
7.3 If any Equipment is found to be defective during the Service Period, Cartrack will, at its sole discretion, repair or replace the defective Equipment with new or used components or replacement parts within a reasonable time. The foregoing remedies are Customer's sole and exclusive remedies for defective Equipment and are in lieu of any other remedies available to Customer at law or in equity.
7.4 The Customer will provide Cartrack with reasonable access to the Vehicle for the purpose of carrying out such repairs or replacements. Under no circumstances will Cartrack be responsible for the loss of use of the vehicle while repairing or replacing equipment.
7.5 Cartrack’s repair or replacement of defective Equipment shall not apply if such defect or failure of the Equipment or any part thereof is due to accident, modification or misuse by the Customer or any third party. In this regard, the Customer may be liable for additional costs due to defects caused by: (i) damage caused by any unauthorized third party or improper installation, use, modification or repair by the Customer or its representatives, (ii) misuse or Misuse of any element of the system or its components, (iii) damage caused by any party or other external force, or (iv) damage caused by the device's connection to any third-party product or software provided by Customer.
8. Intellectual Property Rights
8.1 If the Equipment or Services become the subject of a third party claim, Customer will notify Cartrack by writing to support@cartrack.us. Customer shall not acquire any right, title or interest in any intellectual property rights owned by Cartrack. All intellectual property rights owned by Cartrack, and all modifications thereto, shall at all times remain the exclusive property of Cartrack.
8.2 Except as expressly permitted by this Agreement, any use of Cartrack’s intellectual property shall constitute a material breach of this Agreement.
9. Use of CARTRACK services
9.1 The Client is responsible for all use of the Services under any username and password registered with or assigned to it, whether such use is made by the Client or someone else using its username and password. Customer is responsible for protecting its username and password from unauthorized use.
9.2 If the Customer becomes aware of a breach of safety regulations or a possible breach of safety regulations, Cartrack must be notified immediately. Cartrack may provide hyperlinks to Internet sites operated by unrelated third parties. The use of external hyperlinks means that customers may leave Cartrack's website, therefore Cartrack assumes no responsibility for linked websites and does not provide any guarantees, guarantees or representations. Cartrack is not responsible for the accuracy of information on any linked website.
9.3 It is the customer's responsibility to check the accuracy of instructions, confirm that the designated route still exists, respond appropriately to construction and other road hazards, and comply with all traffic regulations.
9.4 The Devices and Services are designed to collect certain data and information from Customer's vehicles, including but not limited to data regarding vehicle location, driving speed, ignition switch, idling time, number of stops and other similar information (collectively, "Vehicle Information") . Customer acknowledges and agrees that, as between Customer and Cartrack, Cartrack owns all Vehicle Information, including all rights in and to such Vehicle Information.
9.5 Without limiting the generality of the foregoing, the Customer acknowledges and agrees that, as the owner of the Vehicle Information, Cartrack may review, analyze, manipulate, copy and modify the Vehicle Information. Cartrack may also distribute data based on vehicle information, provided that Cartrack agrees not to disclose to any third party any vehicle information that specifically identifies the customer or any driver of the customer's vehicle. However, it is understood that the foregoing limitations will not apply to disclosures of vehicle information (i) required by law or in response to requests from law enforcement authorities, (ii) in connection with a subpoena or other similar request, (iii) in connection with a contemplated merger, acquisition or similar transaction , (iv) to Cartrack affiliates or related companies, and/or (v) to Cartrack service providers.
9.6 The Customer will be responsible for using the Equipment and Services in a manner recommended by Cartrack and reflected in the Cartrack Product Manual.
9.7 The Customer shall not remove, alter or tamper with the Equipment in any way.
9.8 You understand and agree that you did not purchase the Rental Equipment, do not own the Rental Equipment and must return the Rental Equipment. You have no right to sell, give away, transfer, pledge, mortgage, alter or tamper with the Rental Equipment.
9.9 If this Agreement is canceled for any reason, the services provided by Cartrack to the Client shall immediately cease and the Client shall immediately return to Cartrack all Cartrack property, including but not limited to its equipment, confidential information and all copies thereof.
9.10 Upon termination of this Agreement, Cartrack shall promptly return to Customer all Customer Property, including without limitation its Confidential Information and all copies thereof. Termination of this Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief.
9.11 Termination of this Agreement, except for breach of contract by Cartrack, shall not relieve Customer of its obligation to pay all fees and other amounts payable by Customer under this Agreement, which amounts shall be paid by Customer on an accelerated basis and in a lump sum due upon termination.
10. Service availability
10.1 Cartrack does not guarantee any connection, communication, transmission, security or results of the use of any information provided in connection with (or not provided by) the Services. The availability or accuracy of the information provided by the Service may be interrupted or reduced from time to time due to events such as, but not limited to, satellite system outages, wireless data carrier service or signal unavailability, Internet or Cartrack server outages, computer failures and viruses, and hardware malfunction.
10.2 Cartrack shall use commercially reasonable efforts to minimize the impact of any such interruption or downgrade on the Customer, but shall not be liable to the Customer for any loss or damage, whether directly or indirectly caused by the unavailability of any service, the accuracy of downgraded information performance or product failure.
10.3 Cartrack accepts no responsibility for any loss of vehicle information resulting from equipment failure or any interruption or degradation of service. Cartrack’s entire liability to Customer in this regard shall be limited to the service fees charged by Cartrack from Customer in connection with the period of continued interruption or downgrade of the Service.
10.4 Neither Cartrack nor its wireless network partners make any warranty regarding the Service or the performance of any wireless network. To the extent that Cartrack provides access to information provided by other sources, Cartrack assumes no responsibility for its accuracy or content and makes no warranties, express or implied.
10.5 The Customer warrants that it has not relied on and will not claim that it is entitled to benefit from any representation, promise, service description or other statement not expressly stated in this Agreement as is reasonably possible from the alternatives set out above and Cartrack may then require the Customer to return the Goods.
11. Confidentiality
11.1 Both Cartrack and Customer will treat all information received from the other party that is marked “confidential” or is clearly confidential (“Confidential Information”) as if it were their own confidential information. No party shall use less than a reasonable degree of care in protecting Confidential Information. In this regard, Confidential Information shall include, but not be limited to:
11.1.1 Pricing, business plans, customer lists, operational and technical data and product plans;
11.1.2 Any and all versions of the software, trade secrets, know-how, business methods, technology, goodwill, strategies and related documentation owned by Cartrack, and software and documentation owned by Cartrack;
11.1.3 Knowledge and influence on customers, suppliers, business partners, service providers and/or strategic partners;
11.1.4 Details of contractual agreements between the Group and its customers, suppliers, business partners, service providers and/or strategic partners;
11.1.5 Any information not readily available to the public. This Section shall survive termination of this Agreement and shall continue for a period of two (2) years.
12. Responsibility
2.1 Cartrack does not represent or warrant that Customer will achieve any specific results from using the Services. Cartrack does not warrant that the functionality contained in the Equipment or Services will be suitable for Customer's requirements, or that the operation of the Equipment or Services will be uninterrupted or error-free. Except for the indemnification obligations set forth in paragraph 8, Cartrack's maximum liability for all claims under this Agreement (whether in tort, contract, negligence or otherwise) shall not exceed the lesser of one year's service fees or the total fees received by Cartrack. The smaller comes from customer service.
12.2 Cartrack shall not be liable to the Client for any economic, special, indirect, incidental, exemplary, punitive or consequential losses (including, without limitation, loss of revenue, profits, contracts, business or anticipated savings) or damages or loss of goodwill. IN ANY WAY, WHETHER SUCH LIABILITY IS BASED ON TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES OR EQUIPMENT OR PERFORMANCE OR NON- THE PERFORMANCE OF THE SERVICES OR EQUIPMENT . It is the customer's responsibility to insure themselves in this regard if they wish.
12.3 Without prejudice to any of Cartrack’s rights at law or in any other provision of this Agreement, the Client hereby indemnifies and holds Cartrack harmless from any loss, liability, damage, cost or expense (including on the scale of any loss or damage arising between the solicitor and its own client). period), Customer may suffer or may be attributable to any breach of this Agreement.
13. Force majeure
13.1 Cartrack shall not be liable for any failure or delay by the Customer in performing any of its obligations under these Terms, or for any loss or damage to the Products resulting from any Force Majeure event. Such events include but are not limited to:
13.1.1 Any act of God, labor unrest, Internet or other network failure, act of public enemy, war, insurrection, riot, fire, storm or flood, earthquake, hurricane, explosion or order, regulation or act of any governmental, military or lawfully established civilian authority or
13.1.2 Any other event beyond the reasonable control of Cartrack, provided that a force majeure event shall not include lack of funds or changes in market conditions.
14. Term and Termination
14.1 The service period shall be the number of months agreed in the customer service order. This Agreement will automatically renew for one consecutive Service Term unless either party provides written intention to terminate to support@cartrack.us at least thirty (30) days prior to the end of the current Service Term. The termination date shall not be earlier than the Service Term. If you choose to cancel your service before the end of the service period, you will be responsible for the remaining service period and any lost or damaged hardware (a fee of HK$1,500 per piece of hardware). No modification of this Agreement will be deemed effective unless in writing and signed by all parties hereto.
14.2 Unless otherwise specified in the Service Order, the Service Period for Additional Features is the same as the Service Period for the base Vehicle Tracking Device to which the Additional Features apply. If Customer fails to pay any amounts due hereunder seven (7) days after receipt of written notice of default, or if Customer abuses or misuses the Services or Equipment, Cartrack may suspend its obligations under this Agreement during the period of such default. all obligations hereunder. Cartrack reserves the right to recover unpaid fees by deducting the unpaid amount from the Customer's account or taking any other legal action, and to cancel the Agreement and charge a reasonable penalty for early cancellation.
14.3 Customer may not terminate this Agreement or any part of the Service Order relating to Equipment Installed Services under any circumstances upon receipt of seven (7) days written notice, unless Cartrack fails to cure a material breach of Customer's breach.
14.4 Upon termination of this Agreement, for whatever reason, all rights granted to Customer by Cartrack shall immediately terminate and Customer shall immediately return to Cartrack all Cartrack property, including but not limited to its equipment, Confidential Information and all copies thereof. Termination of this Agreement for breach of contract by Cartrack shall not relieve Customer from its obligation to pay all fees and other amounts due by Customer hereunder, which amounts shall be paid on an accelerated basis and in a lump sum by Customer upon termination.
14.5 Hire equipment must be returned in good working order, normal wear and tear excepted. If we do not receive your rental equipment within 21 days after your service is terminated, we will charge you HK$1,500 per standard tracking unit (CTG3, CTG4), so please handle the return of your rental equipment promptly. We reserve the right to charge these fees to your credit or debit card or ACH on file with us.
15. Provision of information
15.1 The Client confirms the completeness and accuracy of all information on the Service Order or provided to Cartrack by or on behalf of the Client.
15.2 The Customer shall notify Cartrack immediately or as soon as practicable in writing of any changes to the information on the Service Order or as may be provided to Cartrack from time to time by writing to
16 Homework
16.1 Cartrack reserves the right to transfer this Agreement to a third party at any time during the validity of this Agreement. This Agreement is personal to Customer and Customer may not assign its rights or obligations, in whole or in part, to any third party without Cartrack's written approval.
17. Applicable law and jurisdiction
17.1 This Agreement shall be construed in accordance with the laws of the State of Massachusetts and shall be subject to the exclusive jurisdiction of the federal courts of the State of Massachusetts, United States of America.