Terms and Conditions
1. General Terms and Conditions
1.1 These Cartrack Terms and Conditions ("Terms"), together with each Service Order that references and incorporates these Terms, including any addenda to such Service Order, shall constitute an agreement between Cartrack (the "Agreement") (for purposes of this Agreement it shall include its affiliates) and the Customer identified on the Service Order Form ("Customer").
1.2 These Terms shall govern the relationship between the parties in connection with the Cartrack service (the "Service") provided to Customer, as set forth on the Service Order.
1.3 This Agreement constitutes the entire agreement between the parties on the matters specified in this Agreement. Neither party is bound by any express or implied terms, representations, warranties, undertakings or the like not recorded herein. This Agreement supersedes and supersedes all prior promises, warranties or representations, whether oral or written, made by the parties with respect to the subject matter hereof.
1.4 All other terms, conditions and variations to these Printed Terms, Rolls, Order or Purchase Order shall be null and void unless agreed to in writing by Cartrack and the Customer. Such Agreement shall be executed by an authorized representative to incorporate such Additional Terms into this Agreement.
1.5 Unless otherwise expressly agreed in writing by the parties, Additional Services are subject to terms and conditions, which are expressly incorporated by reference into the Order of Services governing such Additional Purchases.
1.6 If any part of this Agreement is held by a court or other competent authority to be invalid or unenforceable, the remaining part shall not be affected.
1.7 Customer acknowledges and agrees that the Service Order (and any amendments or appendices to the Terms or any other Service Order and any other agreement or arrangement between Cartrack and the Customer) may be validly executed electronically by either party, including in the form of an electronic signature generated by DocuSign (or any other similar service as determined by Cartrack in its sole discretion).
1.8 In the event of an oral contract entered into between Customer and Cartrack by telephone ("Voice Recording Contract"), Customer agrees that the terms of this Agreement will apply to all aspects of the Service with respect to the Cartrack Service. Upon the end of the Voice Recording Contract, Customer will receive a copy of this Agreement by email or post. If Customer disagrees with any of the terms contained herein, Customer shall do so within seven (7) days of receipt of the Agreement, failing which Customer will be deemed to have accepted the terms of this Agreement.
1.9 Any notice given by either party in connection with this Agreement shall be in writing and delivered from time to time at 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 the Automated Phone 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 in US dollars are only in writing by Cartrack and are valid only for the period specified in the Service Order.
2.2 If the Customer chooses to purchase Equipment from Cartrack, the Customer will receive a bill for the Equipment upon acceptance of the Service Order and payment shall be due upon presentation. The subscription fee is payable in advance on or before the first day of each consecutive month and is paid on a monthly prorated basis on the subscription start date.
2.3 The Service Term begins to run from the date of delivery of the Equipment to the Customer and, if necessary, the date of delivery recorded by the Carrier. This date shall be considered the start date.
2.4 If the Customer does not elect to pay by direct debit or credit card, all payments shall be made within fifteen (15) days of the date shown on the invoice, unless otherwise agreed. Cartrack reserves the right to charge a late fee of one and half (1.5%) of the overdue balance each month if Customer does not make any payment by the due date.
2.5 Customer's failure to pay any of its obligations under this Agreement in a timely manner shall be deemed a breach of these Terms and may result in Cartrack cancelling the Agreement. Customer agrees to reimburse Cartrack for all fees, costs, expenses and attorneys' fees incurred in enforcing or collecting any and all amounts due under this Agreement.
2.6 If Customer has a valid dispute over any invoice or amount due, such dispute must be notified to Cartrack in writing within thirty (30) days of the invoice date, stating the amount, the problem and the reason for the dispute. Any amount that is not disputed within this time frame will be considered undisputed, owed and due. Cartrack and the customer share a commitment to resolve any dispute expeditiously. No credit or refund may be given for services already provided to the customer.
2.7 Customer agrees to notify Cartrack of any change to Customer's trade name, address or telephone number within thirty (30) days.
2.8 By executing this Agreement, Customer authorizes Cartrack to periodically request credit reports and banking and trade references. Customer may request the name and address of the reporting body from which Cartrack receives such reports. Unless otherwise specifically stated, all payments to Cartrack are exclusive of tax.
2.9 Customer is responsible for paying all applicable taxes, whether specified or incurred, in connection with transactions under this Agreement and agrees to reimburse Cartrack upon demand for any taxes paid on its behalf.
3. DELIVERY AND INSTALLATION OF CARTRACK'S OWN EQUIPMENT
3.1 The provision of the services envisaged herein requires the installation of the Equipment into the Customer's vehicle.
3.2 Delivery times and dates for all Equipment are approximate. Cartrack and Customer shall use their reasonable efforts to comply with such dates and times. Each party shall use commercially reasonable efforts to arrange for and complete the installation of the Equipment within fourteen (14) days from the date of execution of this Agreement, signed by the last party, unless the parties have previously agreed on an alternative schedule.
3.3 Cartrack shall not be liable for any loss or damage resulting from late delivery or installation of the Equipment. Installation is performed by Customer, Customer's employees, agents, representatives, or designated subcontractors ("Self-Installation"). Cartrack shall not be liable for any loss or damage arising directly or indirectly from the customer's negligence or failure to follow Cartrack's written instructions regarding the installation of the equipment.
4. Access and Use
4.1 Cartrack hereby grants the Customer a non-exclusive, non-transferable, limited right to the Services and the Customer shall have the right 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 Service Term and solely for Customer's use; and
4.1.2 download, print, copy and use any documents reasonably necessary for personal, internal or internal use; and
4.1.3 The information retrieved from the Services is for its personal use only. 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, except with Customer's prior written consent from Cartrack.
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, under no circumstances shall Customer (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 permit 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 law.
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 but not limited to all worldwide copyrights, trade secrets, trademarks, patents, confidential information and the title and intellectual property rights therein. Except for the rights specified in this Agreement, Customer acquires no express or implied rights in the Equipment or Services.
5.2 Customer acknowledges that the Equipment and Services may contain certain third-party applications and software licensed to Cartrack. The right to access and use the Services granted hereunder shall be subject to any underlying license granted by the third party to Cartrack for the Device or any component of the Service.
6. Title
6.1 Ownership of the Equipment shall remain with Cartrack at all times. If payment is not received in full by the due date, Cartrack reserves the right to enter customer property to repossess the equipment.
6.1 Ownership of the Equipment shall remain with Cartrack at all times. If payment is not received in full by the due date, Cartrack reserves the right to enter customer property to repossess the equipment.
7. Equipment Defects and Representations
7.1 Subject to the limitations contained herein, Cartrack represents that the Equipment is free from defects in materials and workmanship during the Service Period and substantially conforms to the specifications of such Equipment.
7.2 Except as stated above, Cartrack disclaims all other warranties, express or implied, with respect to the subject matter hereof and hereby disclaims all other warranties, including, but not limited to, 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 within a reasonable time using new or used components or replacement parts. The foregoing remedies are Customer's sole and exclusive remedy for defective equipment and supersede any other remedies available to Customer at law or in equity.
7.4 Customer will provide Cartrack with reasonable access to the Car for such repair or replacement. Under no circumstances shall Cartrack be liable for the unavailability of the vehicle in the event that the equipment is repaired or replaced.
7.5 Cartrack shall not apply to the repair or replacement of defective Equipment if such defect or failure in the Equipment or any part thereof is caused by an accident, modification or misuse by the Customer or any third party. In this regard, Customer may incur additional costs for defects resulting from (i) damage caused by improper installation, use, modification or repair by or on behalf of any unauthorized third party or customer, (ii) misuse or misuse of any component of the System or its components, (iii) damage caused by any party or other external force, or (iv) damage caused by the connection of the equipment to any third-party product or software provided by Customer.
8. Intellectual Property
8.1 If the Equipment or Services are the subject of a third party claim, the Customer will notify Cartrack by writing to support@cartrack.us. Customer shall not acquire any right, title or interest in or to any intellectual property owned by Cartrack. All intellectual property rights owned by Cartrack and all modifications made 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 constitutes a material breach of this Agreement.
9. USE OF CARTRACK SERVICES
9.1 The Customer is responsible for all use of the Services, using any username and password registered or assigned to him/her by him, whether such use is made by the Customer or someone else using his username and password. Customers are responsible for protecting their username and password from unauthorized use.
9.2 The Customer must notify Cartrack immediately if it becomes aware of a breach or a potential breach of the Safety. 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, and Cartrack assumes no responsibility for linked websites and does not provide any guarantees, guarantees or representations. Cartrack assumes no responsibility for the accuracy of the information on any linked site.
9.3 It is the Customer's responsibility to check the accuracy of the instructions, confirm that the designated route still exists, respond appropriately to construction and other road hazards, and comply with all traffic laws.
9.4 The Equipment and Services are designed to collect certain data and information from the Customer's vehicle, including but not limited to data regarding vehicle location, travel speed, ignition, idle 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 to such vehicle information.
9.5 Without limiting the generality of the foregoing, 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 clearly identifies Customer or any driver of Customer's vehicle. However, it is understood that the foregoing limitations do not apply to (i) legal requests or in response to requests from law enforcement authorities, (ii) vehicle disclosures in connection with subpoenas or other similar requests, (iii) in connection with anticipated mergers, acquisitions or similar transactions, (iv) to Cartrack affiliates or related companies, and/or (v) to Cartrack service providers.
9.6 Customer will be responsible for using the Equipment and Services in the manner recommended by Cartrack and as 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 have not purchased the Rental Equipment, do not own the Rental Equipment and must return the Rental Equipment. You have no right to sell, gift, assign, pledge, pledge, pledge, alter or tamper with the Rental Equipment.
9.9 If this Agreement is cancelled for any reason, the Services provided by Cartrack to Customer shall cease immediately and Customer 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 immediately return to Customer all Customer property, including but not limited to 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 shall not relieve the Customer of its obligation to pay all fees and other amounts payable by the Customer under this Agreement, except as a result of Cartrack's breach, and such payment shall be accelerated by the Customer and paid in one lump sum due upon termination.
10. Service Availability
10.1 Cartrack does not warrant the results of any connection, communication, transmission, security or use of any information relating to (or not provided) in connection with the Services. The availability or accuracy of the information provided by the Services may be interrupted or reduced from time to time by 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 failures.
10.2 Cartrack shall use commercially reasonable efforts to minimize the effect on the Customer of any such interruption or downgrade, but shall not be liable to the Customer for any loss or damage, whether directly or indirectly caused by the unavailability of any Service, degradation of the accuracy of information or failure of the Product.
10.3 Cartrack shall not be liable 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 respect shall be limited to the fees charged by Cartrack from Customer for the Services in connection with the period of continuous interruption or degradation of the Services.
10.4 Neither Cartrack nor its wireless network partners make any warranties as to the performance of the Services or any wireless network. To the extent Cartrack allows access to information provided by other sources, Cartrack disclaims any responsibility for its accuracy or content and makes no warranties, express or implied.
10.5 Customer warrants that it has not relied on and does not claim that it is entitled to benefit reasonably and potentially from any representation, undertaking, description of services or other statement not expressly set forth in this Agreement to benefit from the above alternatives, after which Cartrack may require Customer to return the goods.
11. Confidentiality
11.1 Both Cartrack and Customer treat all information received from the other party marked as "confidential" or clearly confidential ("Confidential Information") as if it were their own Confidential Information. Neither party shall exercise less than reasonable care in protecting Confidential Information. In this regard, confidential information shall include, but is not 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, techniques, goodwill, strategies and related documents owned by Cartrack, and the Software and Documentation owned by Cartrack;
11.1.3 knowledge and influence of 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 that is not readily available to the public. This Section shall survive termination of this Agreement for a period of two (2) years.
12. Liability
2.1 Cartrack does not represent or warrant that the Client will achieve any particular result through the use of the Services. Cartrack does not warrant that the features included in the Device or Services are appropriate for Customer's requirements or that the operation of the Device or Service will be uninterrupted or error-free. Except for its obligation to indemnify under Section 8, Cartrack's maximum liability for all claims (whether in tort, contract, negligence or otherwise) under this Agreement shall not exceed the lesser of one year's Service Fee or the total fees received by Cartrack from Customer's Services.
12.2 Cartrack shall not be liable to Customer for any economic, special, indirect, incidental, exemplary, punitive or consequential loss (including, without limitation, loss of revenue, profits, contracts, business or anticipated savings) or damage or loss of goodwill in any way, whether such liability is based on tort, contract, negligence, strict liability, product liability or arising out of or in connection with this Agreement or arising out of or in connection with the use of or inability to use the Services or Equipment or performance or non-- Performance of the Services or Equipment. If the customer wishes, it is the customer's responsibility to insure himself in this regard.
12.3 Without prejudice to Cartrack's rights at law or in any other provision of this Agreement, Customer hereby indemnifies and holds Cartrack harmless from and against any loss, liability, damage, cost or expense (including to the extent between Solicitors and its own Client) which the Client may suffer or may be attributable to any breach of this Agreement.
13. Force Majeure
13.1 Cartrack shall not be liable for any default or delay in performance by the Customer of any of its obligations under these Terms or for any loss of or damage to the Products caused by any Force Majeure Event. Such events include, but are not limited to:
13.1.1 any act of God, labor disorder, internet or other network failure, act of public enemy, war, insurrection, riot, fire, storm or flood, earthquake, hurricane, explosion or order, regulation or ordinance or by governmental, military or lawful civilian authority; fire, theft, delay in the provision of services by subcontractors or subcontractors, shortage of labor or materials, confiscation; or
13.1.2 any other event beyond Cartrack's reasonable control, provided that the Force Majeure Event shall not include a lack of funds or a change in market conditions.
14. Term and Termination
14.1 The Service Term shall be the number of months agreed in the Customer Service Order. This Agreement will automatically renew for one consecutive Term unless either party gives support@cartrack.us a written intention to terminate at least thirty (30) days prior to the end of the then-current Term of Service. The termination date must not be earlier than the term of service. If you choose to cancel the Service before the end of the Service Term, you will be responsible for the remainder of the Service Term and any lost or damaged hardware (HK$1,500 per piece of hardware). No modification of this Agreement shall be deemed valid unless in writing and signed by all parties to this Agreement.
14.2 Unless otherwise specified in the Service Order, the service period for the Additional Features is the same as the service period of the basic vehicle tracking device to which the Additional Features apply. Cartrack may suspend all of Customer's obligations under this Agreement during the period of such breach if Customer fails to pay any amounts due under this Agreement within seven (7) days of receipt of written notice of breach, or if Customer abuses or misuses the Services or Equipment. Cartrack reserves the right to recover delinquent fees by deducting the unpaid amount from Customer's account or taking any other legal action, and to cancel the Agreement with a reasonable penalty for early cancellation.
14.3 Under no circumstances shall Customer terminate this Agreement or any part of the Service Order in connection with the Equipment Installation Service after seven (7) days of written notice unless Cartrack fails to remedy a material breach by Customer.
14.4 Upon termination of this Agreement, all rights granted to Customer by Cartrack shall immediately terminate for whatever reason and Customer shall immediately return to Cartrack all Cartrack property, including but not limited to its equipment, Confidential Information and all copies thereof. Except for termination of this Agreement as a result of Cartrack's breach, Customer shall not be relieved of its obligation to pay all fees and other amounts payable by Customer under this Agreement, and such payments shall be accelerated and paid by Customer in one lump sum upon termination.
14.5 RENTAL EQUIPMENT MUST BE RETURNED IN GOOD WORKING ORDER, EXCEPT FOR NORMAL WEAR AND TEAR. IF WE DO NOT RECEIVE YOUR RENTAL EQUIPMENT WITHIN 21 DAYS OF THE TERMINATION OF YOUR SERVICE, WE WILL CHARGE YOU HK$1,500 FOR EACH STANDARD TRACKING UNIT (CTG3, CTG4), SO PLEASE HANDLE THE RETURN OF YOUR RENTAL EQUIPMENT IN A TIMELY MANNER. 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 Customer acknowledges the completeness and accuracy of all information provided to Cartrack on the Service Order Form or provided by or on behalf of the Customer.
15.2 The Customer shall notify Cartrack of any changes to the information on the Order Form for the Services immediately or as soon as practicable in writing or provide Cartrack from time to time by written notice to
16 assignments
16.1 Cartrack reserves the right to assign this Agreement to a third party at any time during the term of this Agreement. This Agreement is personal to Customer and Customer may not assign its rights or obligations to any third party, in whole or in part, without Cartrack's written approval.
17. Applicable Law and Jurisdiction
17.1 This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts and shall be subject to the exclusive jurisdiction of the federal courts of the Commonwealth of Massachusetts, United States of America.