Terms and Conditions

UNITED KINGDOM: VEHICLE MANAGEMENT SYSTEMS INNOVATIONS LTD

UNITED ARAB EMIRATES: HAS INNOVATIONS TRADING LLC

USER AGREEMENT

This Agreement referred to as the ‘the agreement’ henceforth is effective on (date)

BETWEEN: Vehicle Management Systems Innovations Ltd, trading as iVMS (referred to as the ‘the company’ hereafter). A company organised and existing under the laws of the United Kingdom, with its head office located at Unit 2C, Joel Street, Northwood, England, HA6 1NW

AND: The client (referred to as ‘the client’ hereafter), existing under the laws of the United Kingdom.

Collectively they are referred to as ‘the parties’.

1. 1. Services Agreement

Listed are the terms and conditions on which we supply services to you. Any additional offers or services are subject to additional terms and conditions. If this is the case, we shall supply the relevant terms and conditions upon purchase. It is to be understood that the terms & conditions/user agreement can be updated without any prior notice; therefore, user should check our website as it is updated accordingly. The continuation of using our services will be deemed as automatic confirmation that the user agrees to the updated terms & conditions and/or user agreement.

2. 2. The services & equipment we supply and what you can expect from us

2.1 Services are available nationally and internationally depending on what optional extras you have subscribed for.

2.2 Our services are available subject to network coverage. The client should check their requested geographic data coverage (for example UK only, UK & Europe or International etc.). The services the company provides could be affected by a number of variables such as atmospheric conditions, compatibility of vehicle, technical issues with the network, as well as the number of people trying to access the services near you. The company aims to manage the network in the most efficient manner. The company uses the best possible care and skill along with third party network providers, in order to deliver to the client, the best quality of service. We also aim to rectify any disrupted services as soon possible. We will not be held liable due to any loss of business due to these disruptions.

2.3 It is to be understood that we are not held liable for any damages or faults that are to be incurred within your vehicle at any time, during and after device installation.

2.4 Due to involvement of various external hardware and 3^rd party services. iVMS are not to be held liable for any missing information or data, if the system was to crash or freeze, unexpected downtime, delayed response or no response, unsuccessful login, as well as services not being delivered as advertised.

2.5 We have the right to evaluate user accounts, use of services & hardware without any notice, to minimise the misuse of iVMS services.

2.6 You will be allocated a device. The device cannot be transferred to any other service provider in any circumstance. Further details are available via our customer service team.

2.7 It to be understood that if the device is tampered with by any means or removed without prior approval, this could include any of the following: opening the device covering/casing or changing the allocated SIM, your contract and warranty will instantly become void.

2.8 The company may monitor communications between the client and the company for training and quality purposes, as well as purposes of a lawful business nature.

2.9 Some of the services we provide may include certain third-party content that may be chargeable, and if purchased the client may only use this content in a manner that does not infringe any of our agreements with third-party providers. The client cannot modify, broadcast, transmit, publish any of the data for anything other than approved use.

2.10 Circumstances may occur when content may vary, or we may access the content or technical specifications that may affect content from time to time.

2.11 The client must provide their current postal and email address for the purposes of communication, notices and billing. The client must provide the company with their business or organisation address if using this service for commercial purposes. It is the client’s responsibility to keep this information updated. In regard to all errors in sending and receiving emails, responsibility will also fall upon the client. This includes any of our emails being directed to the client’s spam or junk unless the company is deemed negligent.

2.12 Unless stated in a relevant related agreement, we have the right to change, substitute, add or discontinue any additional services that we may provide at any time without any prior notice.

2.13 We have the right to update our software name, brand, colour scheme, server or business model, at any time without any prior notice.

2.14 When you sign this agreement you can make any changes to your account or view your bill via our customer service team.

2.15 Assets, images, information, data, graphics & ideas etc within the web portal or mobile app are the sole property of iVMS. Therefore, none of the above mentioned can be resold/reused. As well as being claimed or represented by any individual or third party (in any form) in any court of law nationally and/or internationally.

3. 3. Agreement commencement

3.1 The agreement starts when the client agrees to these terms and conditions via our website.

3.2 When the minimum period expires the agreement will continue until it is terminated by the client or the company in line with clause 8. This agreement may end at any time if the client or the company terminate in line with clauses 7 & 8.

4. 4. Action we may take

4.1 On occasion we may have to proceed with the following:

• 4.1.1 Make changes to any name, code or number that is associated with this service or your device. This may be in the event we’re asked to by regulatory bodies or the government or if we genuinely believe that it will have a positive effect on your use of the service. You will be given reasonable notice prior to any changes.
• 4.1.2 Suspend the services partially or entirely on a temporary basis for operational, security or emergency reasons. This may also be at the request of the government or a regulatory body.
• 4.1.3 Bar equipment or access to some services on a temporary or permanent basis to prevent fraud, nuisance, abuse or unusual use of the service or in any circumstances we suspect we may incur a direct loss due to you activities.

4.2 On occasions it may be necessary to transfer your account to a different billing platform. If this does occur, your billing date and the manner in which you pay your bill may change. If any changes implemented will affect your billing or service, you will be notified within a timely period.

5. 5. Charges on our Services

5.1 Detailed charging information can be found on purchase order form and confirmation of purchase. RPI change or any other change of charges is necessary so that we can continue to provide you the service as set out in paragraphs below or because our costs have increased due to circumstances out of our control.

5.2 You can end this agreement following a price increase without having to pay a termination fee on the basis the charges are more than then the initial agreed rate.

This is in addition to any regulatory or statutory rights you may have to terminate this agreement.

5.3 If you wish to terminate your contract for one of the above circumstances, you must notify us within 30 days of the new prices being published. If you have not notified us within that time period, you will have accepted the new charges & will commence the agreement at the new rate.

5.4 All charges must be paid on the date stated on your bill. For anything overdue we reserve the right to charge a late payment fee for our reasonable administration costs which result from non or late payment.

5.5 If we identify an unusual pattern of behaviour or payment on your account that arises cause for concern. We may restrict the use of your services and/or your ability to make payment, in order to comply with Money Laundering Regulations. You will need to contact us in order to resume services.

5.6 All charges are required to be paid via direct debit unless you are requested to do otherwise. An additional charge may be applicable if this is not done so. If necessary, in connection with your account, your payment card company may give us on a strictly confidential basis details of your payment card account. You will also be required to authorise your bank to inform us whether your payment account is suspended or terminated at any time.

5.7 Additional charges are incurred to have your bills in a paper format.

5.8 All equipment that has been distributed will be locked to the iVMS network, and configured to the authorised vehicle provided in your account set up process. Therefore, any tampering with the device or sim could result in services being revoked and warranty being invalidated.

5.9 Charges are issued per calendar month unless stipulated otherwise.

5.10 On some uncommon occasions we may require a deposit to be paid prior to providing you access to the service. In some cases, under the agreement, deposits may be held in the event that all sums of monies have not been paid to us. In the event that monies are owed, we may use the deposit to part-settle or settle what is owed. We’ll refund any deposit if asked on termination of this agreement. We do not pay interest on any deposits held. If any deposit has not been requested to be paid back, the sum will be added on to your account as credit.

5.11 Our pricing structure will be as agreed in your order form. The minimum duration of the contract term will be 12 months, subject to auto renewal if notice of cancellation is not received 30 days priors to the end of the contract term.

5.12 We have the right to update our payment structure, at any time without any prior notice.

5.13 Variety of different services can be selected individually and can be included in your service package. Some services may incur additional fees on a monthly basis or on a pay per use basis. This will be clarified on your order form.

5.14 This agreement may end at any time if you or we end it in line with paragraphs 9 & 10.

6. 6. How to pay your monthly bill

6.1 Payments will be deducted ss agreed at the time of your purchase.

6.2 We have the right to update our payment method, at any time without any prior notice.

6.3 All payments will be processed on the date the client agrees to these terms and conditions, and will be deducted as per the agreed payment method.

7. 7. What is expected from you

7.1 The client must use any services or equipment issued by us in accordance to the way described or instructed by us and in a responsible manner. The client must only use the equipment issued by the company for the services the client has subscribed to.

7.2 The client must agree:

• 7.2.1 To provide us with any requested information we reasonably ask for in relation to this agreement and all information provided must be up to date and factual. To take the necessary steps to ensure equipment and sim cards avoid damage, theft and unauthorised use.
• 7.2.2 The client is not permitted to distribute or resell the device or service to anyone else with our explicit consent.
• 7.2.3 You are required to contact us through any available channels to inform us if any equipment or sims have been lost, stolen, destroyed, damaged or to be used in an unauthorised manner.
• 7.2.4 In the incident if the vehicle is sold and the services are transferred to a new user the customer is responsible for providing us with the new client’s details and will be liable for any outstanding costs that maybe due.
• 7.2.5 Agree to be cooperative in regards to our reasonable security checks.
• 7.2.6 Unless stated otherwise by law, due to any other related reason you will be not able to pursue legal action against iVMS nationally or internationally.

7.3 The client must not use or allow any individuals to use the service:

• 7.3.1 in relation to any criminal offence, fraudulently or in breach of any law
• 7.3.2 to cause annoyance, inconvenience or anxiety to persons as set out by the Communications Act 2003.
• 7.3.3 to create or manifest any artificial, falsified or inflated data that may course harm or annoyance to our customers or network.
• 7.3.4 the client agrees to taking the equipment, sim and service for their own reasonable personal use and the client is not permitted to re-sell our equipment or services without our expressed permission.

8. 8. Reasons the company may bar or disconnect the client’s sim or device
9. 8.1 It is within our discretion and without notice, bar either device or sim from accessing or transmitting data and/or disconnect it from our network or services:

• 8.1.1 If the client does not comply with the obligations under clause 6 or any of the events that may occur under section 8.1.
• 8.1.2 If the device/sim is reported stolen or lost or if we deem a payment fraudulent and/or there has been no usage of device/sim for a significant period of time.
• 8.1.3 If the client is abusive to our services or staff, use our device or service in any manner in which could be deemed illegal.
• 8.1.4 If the clients conduct directly or indirectly negatively impacts our network, service or company reputation.

8.2 In the event of any of these circumstances are to arise, the client may be subjected to an unbarring or reconnection charge. If the client is either barred from the service or disconnected from the network for any of the above stated reasons. The client may be required as a condition to set up a direct debit for any possible future charges.

8.3 If the client is barred in the event of breaching the agreement, the agreement will continue, and the client will be required to pay all charges until the agreement is ended in the correct manner as stated in clause 8.

9. 9. Termination of the Agreement

9.1 As well as all the above-mentioned rights, the company also retains the right to end the agreement and/or any related agreements at any time, effective immediately if any of the following are to occur:

• 9.1.1 The client fails to pay any charges when they are due, including any requested set up fees or deposit that has been asked of the client. If the client breaks any clauses within this agreement and does not rectify the situation within the time frame stipulated by our staff.
• 9.1.2 Whether it’s to the client’s knowledge or not – if we suspect that our service or network is being used in a way forbidden as stated in clause 7
• 9.1.3 If the client is found in breach of clause 7.3 or behave in a manner that conflicts with what is stated within clause 8 of this agreement. If we have reason to believe the client is infringing or have infringed our IP rights or that of a third party.
• 9.1.4 If the client is due to become insolvent or subject to a bankruptcy order – if arrangements are made with or for the benefit of any creditors in question.
• 9.1.5 If the client refuses to repay, refund, return any payment or credit that has been sent to the client in error.
• 9.1.6 If the device is not connected to iVMS server due to any reason.

9.2 This agreement can be terminated by either party by giving us at least 30-day’s notice after the minimum term of the contract has expired Unless the clients statutory or regulatory allows the client to do so otherwise, all outstanding charges must be cleared inclusive of any notice period charges.

9.3 If the client decides to end this agreement during the minimum period, or the company wishes to terminate the agreement in line with clause 9.1, the client is to pay a fee which is calculated based on their monthly subscription charges multiplied by the remainder of months to satisfy their minimum period as well as any other charges the client is to pay

9.4 The client can end this agreement by giving us notice on the grounds that:

we breach any material terms of this agreement, whereby the company is restricted in their ability to provide the client with our service and it is not rectified within 10 days of receiving the client’s complaint. In any event we go into liquidation or an administrator is appointed over our assets; the terms of this agreement are altered in a way in which the client is put in a position of significant disadvantage.

10. 10. Rights to change your mind

10.1 When purchasing a service from us, the client has the right to cancel this agreement within 14 days of purchase, in line with your customer consumer rights. This can be arranged by calling any of our customer service agents.

10.2 If the client is terminating the agreement in line with clause 10.1, the client will be required to return all equipment including the SIM cards supplied to them undamaged or untampered, complete with original parts and packaging, along with the receipt. The client will be required to post all equipment back to a stated address and incur any postage costs.

10.3 The client’s services will begin as soon as they receive the device. The client will be charged for any costs incurred for using our services within the stated period prior to returning the device.

11. 11. Limitation of Liability

11.1 The company claim no liability other than our duty to provide the client with the reasonable care and skill of a competent service provider. If the event should happen whereby losses occur due to no negligence on our behalf, naturally in which the we could not have predicted, the company does not claim any responsibility. In these circumstances we do not claim responsibility for any losses in regards to; business, data, profits, expenses or any other form of financial or monetary loss that may occur. Compensation will be awarded in accordance to the client’s legal rights.

11.2 The client agrees that the company are not liable or responsible for any corruption, loss or deletion of any content held or transmitted by the network, unless it is found that the company was negligent.

11.3 Nothing within this Agreement restricts or excludes either party in a case of fraud or fraudulent misrepresentation as well as personal injury or death resulting from negligence.

11.4 If it is found that the company is liable inclusive of but not restricted to breach of contract, misrepresentation, tort inclusive of negligence and breach of statutory duty our pay out or liability will not exceed £3,000 or the total amount paid by the customer, whichever is a lesser figure.

11.5 Anything stated within this agreement will restrict or exclude the liability for either party for any liability that can’t be restricted or excluded by law.

11.6 All these clauses are to be taken as their own entity and operates on its own, therefore if any of these are found to be inapplicable or unreasonable the others will still operate and apply in their own right.

12. 12. Loss or Damage to Equipment

12.1 If any of the equipment issued to the client is destroyed, damaged, lost or stolen whilst in their possession, they will be liable for any replacement costs incurred.

12.2 The client will be required to continue to pay for any charges in relation to our service or device even if the device is stolen. This agreement will continue unless it is ended by either party in line with clause 8.

13. Circumstances Beyond Our Control

If either party cannot fulfil their obligations in regard to this agreement due to circumstances beyond either reasonable control due to terrorism, war, natural disasters, lightning, explosions, civil disorder etc/ acts or omissions of others whom neither party are responsible for no one will be held liable.

14. 14. Assignment

14.1 Under no circumstances can this agreement or any of the rights under this agreement can be transferred to anyone else unless it has been confirmed in writing by ourselves.

14.2 If required the company can transfer our rights or obligations in relation to this agreement to any third party on the same terms if deemed necessary.

15. 15. Notices

15.1 If the client wishes to end the agreement for any of the reasons described within clause 9 or 30 days prior to the date they wish to terminate the agreement, the client must call our customer service. If the client wishes to end the agreement in line with clause 9.4, they must do so in writing 14 days prior to the end date. If the client wishes to serve notice prior to any minimum term within this agreement, the client will be liable to pay the outstanding balance for the remainder of the contract.

15.2 Any of the above inclusive of those stated within clause 9 will result in a termination of the agreement. All other types of termination notices to our company must be sent in written form via post or email, along with your name, account/reference number and receipt of purchase.

16. 16. Changes to this Agreement

16.1 It is well within our rights to make any changes to this agreement at any time we wish and the client does not have the right to terminate the agreement in light of any of these changes. The company will keep the client informed if any of these changes are to arise.

16.2 The client will be notified if any amendments are made to our terms and conditions. If this is to arise the client will be notified 30 days prior to any changes being implemented.

18. 18. How we use your information

18.1 We will not use your information for any further marketing or sales purposes; therefore, third parties will not be able to access or purchase any personal information held by ourselves without your explicit consent.

18.2 Users are to acknowledge in addition to the above clause 18.1, your data may be used by us or our third-party partners, in order to improve or upgrade the current services we provide.

18.2 Systems are implemented in order to encrypt your data to maximise customer safety. If this procedure should change, we will inform you.

18.3 In the unfortunate circumstances that the client’s data is accessed by any unauthorised third-party through fault or negligence and is used for a purpose other than that of which the client has consented to, for fraudulent purposes, we will not be held liable for any losses or damages incurred.

If you have any further concerns in regards to your data protection rights, please contact us for further clarification.

19. 19. Disclaimer

19.1 Our services and all content, information, products, materials inclusive of software and other services that may be provided on a ‘As Is’ and ‘As Available’ basis, unless otherwise specified in writing. The company makes no representations or warranties of any kind, implied or expressed, as to the operation, information, content, materials, products (inclusive of software) or any other services that may be included, that may be made available to the client. The client explicitly agrees and understands that the use of the services at their own accord and sole risk.

19.2 To the full extent permissible by applicable law, the company disclaim all warranties, implied or expressed – inclusive but not limited to, implied warranties of merchantability and fitness for a particular purpose. As well as the company’s servers or electronic communications sent from the company are free of any viruses and harmful components. The company will not be held liable for any damages of any kind that may arise from the use of any use of the services, or from any services made available to the client but not limited to direct, indirect, incidental, punitive and consequential damages unless otherwise specified in writing.

19.3 It is to be understood that all information statistics provided are based upon third party information and are approximate estimations, therefore the company claim no liability in regards to the accuracy of information provided. The company does not claim liability for any traffic violations the client may incur, and the client will be liable for all further expenses in relation to this.

19.4 If the protected vehicle is found to be tampered with, for example the device has been removed or transferred to another vehicle without authorisation, your clone protection and any other ticket management cover will be invalidated. If the vehicle is found to be sold, scrapped or otherwise transferred, the company will be notified and provided with the required information. Otherwise, the client will still be held liable for all payments and possible fines or expenses incurred.

This Agreement with its exhibits contains the parties entire Agreement and supersedes all previous communications, representations or agreements, oral or written, regarding its subject matter. No addition or modification hereof shall bind either party, unless reduced to writing and duly executed by the parties as this Agreements was. Agreement may be subject to revisions based on mutual party agreement.

By agreeing to make payments and continuing with the services provided, it is considered that the client agrees to all the terms and conditions stated in this contract.

USER AGREEMENT

This Agreement referred to as the ‘the agreement’ henceforth is effective on (date)

BETWEEN: HAS Innovations Trading LLC, trading as iVMS (referred to as the ‘the company’ hereafter). A company organised and existing under the laws of the United Arab Emirates, with its head office located at Office 13 & 14 Ground Floor, The Iridium Building, Umm Seqeim Rd, Al Barsha 1, Dubai, UAE

AND: The client (referred to as ‘the client’ hereafter), existing under the laws of the United Arab Emirates.

Collectively they are referred to as ‘the parties’.

1. 1. Services Agreement

Listed are the terms and conditions on which we supply services to you. Any additional offers or services are subject to additional terms and conditions. If this is the case, we shall supply the relevant terms and conditions upon purchase. It is to be understood that the terms & conditions/user agreement can be updated without any prior notice; therefore, user should check our website as it is updated accordingly. The continuation of using our services will be deemed as automatic confirmation that the user agrees to the updated terms & conditions and/or user agreement.

2. 2. The services & equipment we supply and what you can expect from us

2.1 Services are available nationally and internationally depending on what optional extras you have subscribed for.

2.2 Our services are available subject to network coverage. The client should check their requested geographic data coverage (for example UK only, UK & Europe or International etc.). The services the company provides could be affected by a number of variables such as atmospheric conditions, compatibility of vehicle, technical issues with the network, as well as the number of people trying to access the services near you. The company aims to manage the network in the most efficient manner. The company uses the best possible care and skill along with third party network providers, in order to deliver to the client, the best quality of service. We also aim to rectify any disrupted services as soon possible. We will not be held liable due to any loss of business due to these disruptions.

2.3 It is to be understood that we are not held liable for any damages or faults that are to be incurred within your vehicle at any time, during and after device installation.

2.4 Due to involvement of various external hardware and 3^rd party services. iVMS are not to be held liable for any missing information or data, if the system was to crash or freeze, unexpected downtime, delayed response or no response, unsuccessful login, as well as services not being delivered as advertised.

2.5 We have the right to evaluate user accounts, use of services & hardware without any notice, to minimise the misuse of iVMS services.

2.6 You will be allocated a device. The device cannot be transferred to any other service provider in any circumstance. Further details are available via our customer service team.

2.7 It to be understood that if the device is tampered with by any means or removed without prior approval, this could include any of the following: opening the device covering/casing or changing the allocated SIM, your contract and warranty will instantly become void.

2.8 The company may monitor communications between the client and the company for training and quality purposes, as well as purposes of a lawful business nature.

2.9 Some of the services we provide may include certain third-party content that may be chargeable, and if purchased the client may only use this content in a manner that does not infringe any of our agreements with third-party providers. The client cannot modify, broadcast, transmit, publish any of the data for anything other than approved use.

2.10 Circumstances may occur when content may vary, or we may access the content or technical specifications that may affect content from time to time.

2.11 The client must provide their current postal and email address for the purposes of communication, notices and billing. The client must provide the company with their business or organisation address if using this service for commercial purposes. It is the client’s responsibility to keep this information updated. In regard to all errors in sending and receiving emails, responsibility will also fall upon the client. This includes any of our emails being directed to the client’s spam or junk unless the company is deemed negligent.

2.12 Unless stated in a relevant related agreement, we have the right to change, substitute, add or discontinue any additional services that we may provide at any time without any prior notice.

2.13 We have the right to update our software name, brand, colour scheme, server or business model, at any time without any prior notice.

2.14 When you sign this agreement you can make any changes to your account or view your bill via our customer service team.

2.15 Assets, images, information, data, graphics & ideas etc within the web portal or mobile app are the sole property of iVMS. Therefore, none of the above mentioned can be resold/reused. As well as being claimed or represented by any individual or third party (in any form) in any court of law nationally and/or internationally.

3. 3. Agreement commencement

3.1 The agreement starts when the client agrees to these terms and conditions via our website.

3.2 When the minimum period expires the agreement will continue until it is terminated by the client or the company in line with clause 8. This agreement may end at any time if the client or the company terminate in line with clauses 7 & 8.

4. 4. Action we may take

4.1 On occasion we may have to proceed with the following:

• 4.1.1 Make changes to any name, code or number that is associated with this service or your device. This may be in the event we’re asked to by regulatory bodies or the government or if we genuinely believe that it will have a positive effect on your use of the service. You will be given reasonable notice prior to any changes.
• 4.1.2 Suspend the services partially or entirely on a temporary basis for operational, security or emergency reasons. This may also be at the request of the government or a regulatory body.
• 4.1.3 Bar equipment or access to some services on a temporary or permanent basis to prevent fraud, nuisance, abuse or unusual use of the service or in any circumstances we suspect we may incur a direct loss due to you activities.

4.2 On occasions it may be necessary to transfer your account to a different billing platform. If this does occur, your billing date and the manner in which you pay your bill may change. If any changes implemented will affect your billing or service, you will be notified within a timely period.

5. 5. Charges on our Services

5.1 Detailed charging information can be found on purchase order form and confirmation of purchase. RPI change or any other change of charges is necessary so that we can continue to provide you the service as set out in paragraphs below or because our costs have increased due to circumstances out of our control.

5.2 You can end this agreement following a price increase without having to pay a termination fee on the basis the charges are more than then the initial agreed rate.

This is in addition to any regulatory or statutory rights you may have to terminate this agreement.

5.3 If you wish to terminate your contract for one of the above circumstances, you must notify us within 30 days of the new prices being published. If you have not notified us within that time period, you will have accepted the new charges & will commence the agreement at the new rate.

5.4 All charges must be paid on the date stated on your bill. For anything overdue we reserve the right to charge a late payment fee for our reasonable administration costs which result from non or late payment.

5.5 If we identify an unusual pattern of behaviour or payment on your account that arises cause for concern. We may restrict the use of your services and/or your ability to make payment, in order to comply with Money Laundering Regulations. You will need to contact us in order to resume services.

5.6 All charges are required to be paid via direct debit unless you are requested to do otherwise. An additional charge may be applicable if this is not done so. If necessary, in connection with your account, your payment card company may give us on a strictly confidential basis details of your payment card account. You will also be required to authorise your bank to inform us whether your payment account is suspended or terminated at any time.

5.7 Additional charges are incurred to have your bills in a paper format.

5.8 All equipment that has been distributed will be locked to the iVMS network, and configured to the authorised vehicle provided in your account set up process. Therefore, any tampering with the device or sim could result in services being revoked and warranty being invalidated.

5.9 Charges are issued per calendar month unless stipulated otherwise.

5.10 On some uncommon occasions we may require a deposit to be paid prior to providing you access to the service. In some cases, under the agreement, deposits may be held in the event that all sums of monies have not been paid to us. In the event that monies are owed, we may use the deposit to part-settle or settle what is owed. We’ll refund any deposit if asked on termination of this agreement. We do not pay interest on any deposits held. If any deposit has not been requested to be paid back, the sum will be added on to your account as credit.

5.11 Our pricing structure will be as agreed in your order form. The minimum duration of the contract term will be 12 months, subject to auto renewal if notice of cancellation is not received 30 days priors to the end of the contract term.

5.12 We have the right to update our payment structure, at any time without any prior notice.

5.13 Variety of different services can be selected individually and can be included in your service package. Some services may incur additional fees on a monthly basis or on a pay per use basis. This will be clarified on your order form.

5.14 This agreement may end at any time if you or we end it in line with paragraphs 9 & 10.

6. 6. How to pay your monthly bill

6.1 Payments will be deducted ss agreed at the time of your purchase.

6.2 We have the right to update our payment method, at any time without any prior notice.

6.3 All payments will be processed on the date the client agrees to these terms and conditions, and will be deducted as per the agreed payment method.

7. 7. What is expected from you

7.1 The client must use any services or equipment issued by us in accordance to the way described or instructed by us and in a responsible manner. The client must only use the equipment issued by the company for the services the client has subscribed to.

7.2 The client must agree:

• 7.2.1 To provide us with any requested information we reasonably ask for in relation to this agreement and all information provided must be up to date and factual. To take the necessary steps to ensure equipment and sim cards avoid damage, theft and unauthorised use.
• 7.2.2 The client is not permitted to distribute or resell the device or service to anyone else with our explicit consent.
• 7.2.3 You are required to contact us through any available channels to inform us if any equipment or sims have been lost, stolen, destroyed, damaged or to be used in an unauthorised manner.
• 7.2.4 In the incident if the vehicle is sold and the services are transferred to a new user the customer is responsible for providing us with the new client’s details and will be liable for any outstanding costs that maybe due.
• 7.2.5 Agree to be cooperative in regards to our reasonable security checks.
• 7.2.6 Unless stated otherwise by law, due to any other related reason you will be not able to pursue legal action against iVMS nationally or internationally.

7.3 The client must not use or allow any individuals to use the service:

• 7.3.1 in relation to any criminal offence, fraudulently or in breach of any law
• 7.3.2 to cause annoyance, inconvenience or anxiety to persons as set out by the Communications Act 2003.
• 7.3.3 to create or manifest any artificial, falsified or inflated data that may course harm or annoyance to our customers or network.
• 7.3.4 the client agrees to taking the equipment, sim and service for their own reasonable personal use and the client is not permitted to re-sell our equipment or services without our expressed permission.

8. 8. Reasons the company may bar or disconnect the client’s sim or device
9. 8.1 It is within our discretion and without notice, bar either device or sim from accessing or transmitting data and/or disconnect it from our network or services:

• 8.1.1 If the client does not comply with the obligations under clause 6 or any of the events that may occur under section 8.1.
• 8.1.2 If the device/sim is reported stolen or lost or if we deem a payment fraudulent and/or there has been no usage of device/sim for a significant period of time.
• 8.1.3 If the client is abusive to our services or staff, use our device or service in any manner in which could be deemed illegal.
• 8.1.4 If the clients conduct directly or indirectly negatively impacts our network, service or company reputation.

8.2 In the event of any of these circumstances are to arise, the client may be subjected to an unbarring or reconnection charge. If the client is either barred from the service or disconnected from the network for any of the above stated reasons. The client may be required as a condition to set up a direct debit for any possible future charges.

8.3 If the client is barred in the event of breaching the agreement, the agreement will continue, and the client will be required to pay all charges until the agreement is ended in the correct manner as stated in clause 8.

9. 9. Termination of the Agreement

9.1 As well as all the above-mentioned rights, the company also retains the right to end the agreement and/or any related agreements at any time, effective immediately if any of the following are to occur:

• 9.1.1 The client fails to pay any charges when they are due, including any requested set up fees or deposit that has been asked of the client. If the client breaks any clauses within this agreement and does not rectify the situation within the time frame stipulated by our staff.
• 9.1.2 Whether it’s to the client’s knowledge or not – if we suspect that our service or network is being used in a way forbidden as stated in clause 7
• 9.1.3 If the client is found in breach of clause 7.3 or behave in a manner that conflicts with what is stated within clause 8 of this agreement. If we have reason to believe the client is infringing or have infringed our IP rights or that of a third party.
• 9.1.4 If the client is due to become insolvent or subject to a bankruptcy order – if arrangements are made with or for the benefit of any creditors in question.
• 9.1.5 If the client refuses to repay, refund, return any payment or credit that has been sent to the client in error.
• 9.1.6 If the device is not connected to iVMS server due to any reason.

9.2 This agreement can be terminated by either party by giving us at least 30-day’s notice after the minimum term of the contract has expired Unless the clients statutory or regulatory allows the client to do so otherwise, all outstanding charges must be cleared inclusive of any notice period charges.

9.3 If the client decides to end this agreement during the minimum period, or the company wishes to terminate the agreement in line with clause 9.1, the client is to pay a fee which is calculated based on their monthly subscription charges multiplied by the remainder of months to satisfy their minimum period as well as any other charges the client is to pay

9.4 The client can end this agreement by giving us notice on the grounds that:

we breach any material terms of this agreement, whereby the company is restricted in their ability to provide the client with our service and it is not rectified within 10 days of receiving the client’s complaint. In any event we go into liquidation or an administrator is appointed over our assets; the terms of this agreement are altered in a way in which the client is put in a position of significant disadvantage.

10. 10. Rights to change your mind

10.1 When purchasing a service from us, the client has the right to cancel this agreement within 14 days of purchase, in line with your customer consumer rights. This can be arranged by calling any of our customer service agents.

10.2 If the client is terminating the agreement in line with clause 10.1, the client will be required to return all equipment including the SIM cards supplied to them undamaged or untampered, complete with original parts and packaging, along with the receipt. The client will be required to post all equipment back to a stated address and incur any postage costs.

10.3 The client’s services will begin as soon as they receive the device. The client will be charged for any costs incurred for using our services within the stated period prior to returning the device.

11. 11. Limitation of Liability

11.1 The company claim no liability other than our duty to provide the client with the reasonable care and skill of a competent service provider. If the event should happen whereby losses occur due to no negligence on our behalf, naturally in which the we could not have predicted, the company does not claim any responsibility. In these circumstances we do not claim responsibility for any losses in regards to; business, data, profits, expenses or any other form of financial or monetary loss that may occur. Compensation will be awarded in accordance to the client’s legal rights.

11.2 The client agrees that the company are not liable or responsible for any corruption, loss or deletion of any content held or transmitted by the network, unless it is found that the company was negligent.

11.3 Nothing within this Agreement restricts or excludes either party in a case of fraud or fraudulent misrepresentation as well as personal injury or death resulting from negligence.

11.4 If it is found that the company is liable inclusive of but not restricted to breach of contract, misrepresentation, tort inclusive of negligence and breach of statutory duty our pay out or liability will not exceed £3,000 or the total amount paid by the customer, whichever is a lesser figure.

11.5 Anything stated within this agreement will restrict or exclude the liability for either party for any liability that can’t be restricted or excluded by law.

11.6 All these clauses are to be taken as their own entity and operates on its own, therefore if any of these are found to be inapplicable or unreasonable the others will still operate and apply in their own right.

12. 12. Loss or Damage to Equipment

12.1 If any of the equipment issued to the client is destroyed, damaged, lost or stolen whilst in their possession, they will be liable for any replacement costs incurred.

12.2 The client will be required to continue to pay for any charges in relation to our service or device even if the device is stolen. This agreement will continue unless it is ended by either party in line with clause 8.

13. Circumstances Beyond Our Control

If either party cannot fulfil their obligations in regard to this agreement due to circumstances beyond either reasonable control due to terrorism, war, natural disasters, lightning, explosions, civil disorder etc/ acts or omissions of others whom neither party are responsible for no one will be held liable.

14. 14. Assignment

14.1 Under no circumstances can this agreement or any of the rights under this agreement can be transferred to anyone else unless it has been confirmed in writing by ourselves.

14.2 If required the company can transfer our rights or obligations in relation to this agreement to any third party on the same terms if deemed necessary.

15. 15. Notices

15.1 If the client wishes to end the agreement for any of the reasons described within clause 9 or 30 days prior to the date they wish to terminate the agreement, the client must call our customer service. If the client wishes to end the agreement in line with clause 9.4, they must do so in writing 14 days prior to the end date. If the client wishes to serve notice prior to any minimum term within this agreement, the client will be liable to pay the outstanding balance for the remainder of the contract.

15.2 Any of the above inclusive of those stated within clause 9 will result in a termination of the agreement. All other types of termination notices to our company must be sent in written form via post or email, along with your name, account/reference number and receipt of purchase.

16. 16. Changes to this Agreement

16.1 It is well within our rights to make any changes to this agreement at any time we wish and the client does not have the right to terminate the agreement in light of any of these changes. The company will keep the client informed if any of these changes are to arise.

16.2 The client will be notified if any amendments are made to our terms and conditions. If this is to arise the client will be notified 30 days prior to any changes being implemented.

18. 18. How we use your information

18.1 We will not use your information for any further marketing or sales purposes; therefore, third parties will not be able to access or purchase any personal information held by ourselves without your explicit consent.

18.2 Users are to acknowledge in addition to the above clause 18.1, your data may be used by us or our third-party partners, in order to improve or upgrade the current services we provide.

18.2 Systems are implemented in order to encrypt your data to maximise customer safety. If this procedure should change, we will inform you.

18.3 In the unfortunate circumstances that the client’s data is accessed by any unauthorised third-party through fault or negligence and is used for a purpose other than that of which the client has consented to, for fraudulent purposes, we will not be held liable for any losses or damages incurred.

If you have any further concerns in regards to your data protection rights, please contact us for further clarification.

19. 19. Disclaimer

19.1 Our services and all content, information, products, materials inclusive of software and other services that may be provided on a ‘As Is’ and ‘As Available’ basis, unless otherwise specified in writing. The company makes no representations or warranties of any kind, implied or expressed, as to the operation, information, content, materials, products (inclusive of software) or any other services that may be included, that may be made available to the client. The client explicitly agrees and understands that the use of the services at their own accord and sole risk.

19.2 To the full extent permissible by applicable law, the company disclaim all warranties, implied or expressed – inclusive but not limited to, implied warranties of merchantability and fitness for a particular purpose. As well as the company’s servers or electronic communications sent from the company are free of any viruses and harmful components. The company will not be held liable for any damages of any kind that may arise from the use of any use of the services, or from any services made available to the client but not limited to direct, indirect, incidental, punitive and consequential damages unless otherwise specified in writing.

19.3 It is to be understood that all information statistics provided are based upon third party information and are approximate estimations, therefore the company claim no liability in regards to the accuracy of information provided. The company does not claim liability for any traffic violations the client may incur, and the client will be liable for all further expenses in relation to this.

19.4 If the protected vehicle is found to be tampered with, for example the device has been removed or transferred to another vehicle without authorisation, your clone protection and any other ticket management cover will be invalidated. If the vehicle is found to be sold, scrapped or otherwise transferred, the company will be notified and provided with the required information. Otherwise, the client will still be held liable for all payments and possible fines or expenses incurred.

This Agreement with its exhibits contains the parties entire Agreement and supersedes all previous communications, representations or agreements, oral or written, regarding its subject matter. No addition or modification hereof shall bind either party, unless reduced to writing and duly executed by the parties as this Agreements was. Agreement may be subject to revisions based on mutual party agreement.

By agreeing to make payments and continuing with the services provided, it is considered that the client agrees to all the terms and conditions stated in this contract.