Terms and Conditions

Print Terms and Conditions

1. Agreement for the sale and purchase of equipment

1.1.The Company agrees and undertakes;
1.2.Upon acceptance of an order by The Company to provide equipment and services to a customer stated on that order under the terms and conditions contained in this agreement; and
1.3.Where The Company accepts the order from the customer will arrange for the equipment to be delivered within the time scale shown on The Company’s acknowledgement of order
1.4.The Company will use reasonable endeavours to ensure all equipment when delivered is in full working order and performs to the manufactures specification; and
1.5.The Company will warrant each piece of equipment for a period of 12 months from date of invoice not withstanding incorrect installation if carried out by a third party or fair ware and tear or misuse or use of equipment for what it was not intended for or generally use of equipment out side the manufactures specification and should the warranty not be invalidated then The Company will either repair or replace the equipment
1.6.The Company’s obligation to sell and supply equipment to the customer shall cease as from the date of any termination notice by The Company to the customer
1.7.Acceptance of the equipment by the customer will have deemed to have taken place when to customer takes delivery or possession of the equipment
1.8.Where equipment is supplied on a chargeable basis then retention of title of the equipment will remain with The Company until such time as the invoice for that equipment has been paid for with cleared funds.
1.9.Should the title on the equipment remain with The Company though non payment of equipment or services then the customer will allow The Company’s representative to access the customers property or agents of the customer for the purpose of removing the equipment
1.10.Until the title of the equipment has passed from The Company to the customer then the customer undertakes not to sell rent lease or trade to a third party or dispose of the equipment in any way
1.11.The Company accepts no liability or claims of compensation from a customer as a result of non performance of the equipment regardless of any manufactures warranty or not
1.12.The Company warrants that it will use all reasonable endeavours to ensure that the firmware and software associated with the equipment when initially supplied will be free of any code or virus which may damage other software systems unknowing but accepts no responsibility or claims for any such occurrence
1.13.Where the customer enters into a rental agreement with The Company then the equipment remains the property of The Company.. The customer is responsible to return the equipment in good working order at the end of the rental contract otherwise the customer will have to pay for replacing the equipment at the current market price.

2. Agreement of the provision of services including airtime and wireless connection

2.1.The Company uses the services of a third party service provider for GSM and GPRS airtime and wireless connection and agrees to undertake to procure from the network provider airtime 365 days a year 24 hours a day for the purpose of The Company’s service to its customer.
2.2.And to provide via a third party internet access for the transfer of data from the equipment to The Company’s server on the internet for access by the customer
2.3.Terms and conditions that apply to both GSM air time and internet provision by respective providers will apply to the customer and The Company does not accept any responsibility or claims from the customer of the failure of the respective providers in continuity of service 365 days a year 24 hours a day

3. Placing of an order by the customer

3.1.No order will be accepted from the customer unless an singed service agreement and Standing order form has been completed.
3.2.The Company reserve the right not to accept an order for any reason.
3.3.The Company undertakes to fulfil any order as soon as reasonably practicable and if possible by the requested date for delivery/commencement

4. Billing Arrangements

4.1.The Company will from month to month throughout the contract period provide an invoice to the customer in respect to the direct payment or standing order received from the customer to The Company.
4.2.All payments that are made will be deemed to be in advance of the service provided to the customer for that payment.
4.3.Additional charges incurred during the course of the contract will be invoiced separately to the customer on a monthly basis in arrears and payable within 30days of the Date of the invoice
4.4.In the event of the customer failing to make the payments as agreed in the service contract or pay any additional charges then The Company reserve the right to suspend all services until such time as payments are received
4.5.Should a non payment include an cost element in respect to the equipment installed then The Company reserve the right to remove the equipment until such time as the payments are up to date and the cost of reconnection of the equipment will be met by the customer

5. Customers obligations

5.1.The customer will not open the device or remove it /re install it without notification and permission from The Company
5.2.Or remove the sim card from the device
5.3.Or disconnect any connections required to the device necessary to provide the service
5.4.Only use the device/equipment for the purpose for which it was intended in relation to the service provided by The Company to the customer
5.5.In the event of the device/equipment being stolen then any outstanding monies owed to The Company for this will be paid in full together with the cost of the replacement equipment and the installation thereof
5.6.In the event of the equipment which is owned wholly or in part by the company being damaged then the customer will pay for all costs associated with the repair of the equipment
5.7.Should the customer wish to return the equipment for credit then this has to be done within 7 days from the invoice date or delivery date whichever is sooner. For the return of goods for credit to be accepted by the company then the customer must not have switched on or used or fitted the equipment and that it should be received back in the same condition as it was delivered.
5.8.Any device supplied by the company is only to be used within the UK. Written notice from the customer to the company notifying the intention to sue the equipment outside the UK must be received and acknowledged by the company before use of the equipment outside the UK is permitted. Any additional GSM data costs incurred by the customer as a result of using the equipment outside the UK will be paid by the customer within 7 days of invoice.
5.9.Any devices supplied by the company with SOS or panic buttons can only be configured following instructions from the customer to the company. The customer has to make their own arrangements of notification and the company is not responsible or liable in any way for failure of notification caused by the device or internet server or associated systems.
5.10.Any equipment to be replaced or repaired within the 12 month warranty period must return back to the company at the customer’s expense if installed by the customer. Uninstalled equipment must also be sent back by the customer before replacement equipment is despatched by the company. Batteries powering the devices are not covered by any warranty from the company.

6. Duration and Termination of this agreement

6.1.This agreement shall start on the commencement date and shall continue for the minimum term of the contract and there after throughout the service period until such time as it is terminated. One clear months notice is required from the customer to terminate the use of the equipment and services after the contract period expires.
6.2.Following acceptance by The Company of the customer’s order, no cancellation and/or suspension, either in whole or part, may be made by the customer other than with prior written consent of the company and upon the terms that the customer shall indemnify the company in full against all loss (including without limitation loss or profit) damages, costs, expenses and other liabilities awarded against or incurred by the company as a result of or in connection with the cancellation and/or suspension.
6.3.Termination notice may be given by either party if either party is in material breach, and the breach is capable of remedy and the party in breach shall have failed to remedy the breach within 60 days written notice specifying the breach
6.4.Or if bankruptcy or insolvency proceedings are brought against the other party, or if an arrangement with creditors is made, or a receiver or administrator is appointed over any of the other party’s assets or the other party goes into liquidation
6.5.The Company reserves the right to terminate the services should the account enter into arrears and any equipment not fully paid for recovered.
6.6.After disconnection of the customer from the GSM network pursuant to these terms and conditions, the customer shall pay on demand all charges outstanding at the time of the disconnection. In addition, the customer shall pay to the company a sum equal to the minimum sum for all charges which would otherwise have fall due for payment by the customer had the agreement continued until the earliest date at which the customer could terminate this agreement.

7. Ownership

7.1.Title to, and all intellectual property rights in the software and associated system components remain vested in and be the absolute property of the owner of the copyright in the software and associated system components as appropriate, which the owner shall be entitled to enforce any of the terms of this agreement relating to the customers use of the software and components and all parts thereof, directly against the Customer
7.2.The Company under the terms of this agreement will not require to transfer, assign or licence any intellectual property rights to the Customer
7.3.Where the equipment is subject to a rental equipment then the equipment remains the property of The Company.

8. Confidentiality

8.1.All parties will both keep confidential all information associated with this agreement and
8.2.All information collected in relation with the use of the system including employee details, asset details and any other information gained as a direct result of using the system and parts thereof. Each party will not divulge any of this information to a third party who otherwise is not directly associated with the system who would not form any part in implementation of this agreement and associated system.
8.3.This confidentially does not apply to any information that is already in the Public domain, other than as a result of a breach of this agreement, or lawfully received elsewhere.

9. Liability Limitation

9.1.Neither party shall be liable to the other in respect of any matter arising out of or in connection with this agreement in contract or in tort or otherwise for any loss, direct or indirect of profit, business, revenue, anticipated savings, goodwill or any loss or corruption of data, or any indirect or consequential loss or damage whatsoever
9.2.The Company’s total liability of any sort resulting from negligence or otherwise arising in connection with this agreement shall be limited to the sum of £10000 in total for each customer
9.3.Any typographical, clerical or other error or omission in the particulars, any literature quotation, price list acceptance offer, invoice or other document or information issued by the company shall be subject to correction without any liability on the part of the company.
9.4.The customer shall be responsible for ensuring the accuracy and sufficiency of an order based on corrections if made by the company. The company shall not be liable for the consequences of any inaccuracy, will not issue a credit note in respect of an order and will be entitled to charge the customer for the costs it incurs by any variations to an order.
9.5.Any devices supplied by the company are not intended to be used as devices to stop or notify the customer that an asset has been stolen or to help recovery of the stolen asset. If the customer fits the device to an asset which is subsequently stolen then the company is not liable for any losses as a result of the asset being stolen or lost.

10. Assignment

10.1.The customer may not assign or transfer the benefit of this agreement to any third party without prior written consent of The Company.
10.2.The Company may assign or transfer the benefit of this Agreement to a third party and may subcontract the performance of all or part of the same

11. Law

11.1.This agreement will be considered as a contract made in England and according to English law and subject to the jurisdiction of English courts to which both parties hereby submit

Definitions

"Agreement" means these terms including any amendments to these terms agreed with to customer.

"Airtime" is wireless airtime and network capacity sourced from a network provider.

"Customer" is the customer of The Company whose details appear on this document or any group or subsidiary companies as the same are defined in section 736 of the 1985 companies act.

"Commencement Date" means the date upon which the services are first provided to the customer.

"Device" is the wireless device or module or equipment which uses a SIM Card.

"Equipment" means the things supplied by The Company to the customer under the agreement including any software and any documentation supplied under this agreement.

"GPRS" means the General Packet Radio Service provided by the network operator which forms part of the airtime.

"Internet" means the global data network comprising interconnected networks using the TCP/IP protocol.

"Minimum Period" is the operator who operates the wireless network to which the SIM Cards are connected for the benefit of the customer.

"Company" means Orangeade Ltd, Orangeaid Ltd and trading names of these such as Giantt Telematics, activeTRACK, TrackerMate and any other trading name used to market and sell telematic products on the internet.

"SIM Card" means subscriber identity module supplied by the network operator.

Giantt Telematics © 2017 - Terms and Conditions
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