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Vehicle Tracking, Video Telematics and Driver Safety Solutions
Vehicle Tracking, Video Telematics and Driver Safety Solutions
Terms and Conditions of Sale
GENERAL
All contracts for the sale or rental of products and/or supply of services made by Telematics Consultancy Services Ltd / Nigel Porter T/A Telematics Consultancy Services (TCS) shall incorporate these Terms and Conditions of Sale (the Terms), which shall prevail over any other document or communication between the parties unless otherwise expressly agreed in writing by a duly authorised representative of TCS. For the purposes of this document the term Product shall include vehicle tracking systems and terminals, antennae, cables and any ancillary equipment and accessories, (including cameras), the term Non-Camera Products shall include Products other than cameras and camera consumables (such as batteries and SD cards), the term Services shall include delivery, installation, customisation, repair and replacement of Products and the provision of data, reports and other information by any medium, the term SIM Card shall mean any subscriber identity module used in any of the Products, and the term Customer shall mean any company, partnership, association or individual entering into a contract for the purchase or rent of Products or Services from TCS. If any part of the Terms should be found to be invalid or unenforceable by a court or other competent authority, then the rest shall not be affected. Each of the parties agrees that these Terms, together with the other terms of the agreement into which they are incorporated, represent the entire agreement and understanding between them in relation to the subject matter of such agreement. Any notice to be given in respect of these Terms by either of the parties shall be in writing and delivered to the registered office or principal place of business of the other.
PRICES AND PAYMENT TERMS
Prices are only valid if expressed in writing by TCS and only for the number of Products and time period stated in its quotation or order confirmation. If not stated, the validity period is 30 days. Unless otherwise stated on TCS’s order confirmation or invoice, payment of all invoiced amounts shall be made within 30 days of the date of invoice or before any due date for payment shown on the invoice. If any payment is not made by the Customer by the due date, TCS reserves the right to charge interest at the rate of 4% above the Barclays Bank Plc base rate until payment is received in full. If it is agreed between the parties that payment is to be made by direct debit, then the Customer agrees to maintain a valid direct debit mandate with TCS. An administration charge of £20 will be made in the case of each failed or cancelled direct debit in addition to interest charges. If the Customer agrees to lease or hire the Products from a third party such as a finance company, it is the Customer’s responsibility to ensure that all lease or hire agreements, payment guarantees, acceptance notes and initial payments are completed satisfactorily within 7 days of delivery. If the Customer fails to comply with this requirement or the 3rd party fails to pay TCS within 30 days from delivery then TCS shall invoice the Customer directly for the Products at its published prices and such invoice shall be payable by the Customer within 7 days.
DELIVERY AND INSTALLATION
All delivery times and dates are approximate, but TCS shall use its reasonable endeavours to respect them. Time shall not be of the essence, and TCS shall not be liable for any loss or damage resulting from late delivery or from its failure to respect an appointment for installation. If the Customer delays the installation of any Products beyond 30 days from the date of the first Product installation for that order, TCS shall be entitled to deliver the remaining Products to the Customer’s delivery address and the order shall be deemed to be complete. In the event that installation is carried out by the Customer or a person appointed by the Customer, TCS shall not be liable for any loss or damage whatsoever, arising directly or indirectly, as a result of any negligence or failure to follow TCS’s written instructions in installing the Products.
TITLE AND RISK
Title in Products purchased by the Customer passes upon full payment and until then the Customer must insure and store the Products separately and maintain them in good order. Title in Products rented by the Customer shall remain vested in TCS, or its supplier of such Products, and these Products must be returned to TCS at the expense of the Customer in good order at the end of such rental. Title in the SIM Card shall remain vested in TCS, or its provider of SIM Cards, in all circumstances Risk in the Products passes to the Customer upon their delivery to the Customer’s designated delivery address, regardless of whether the installation has been completed or not.
WARRANTIES
TCS warrants to the Customer that the Non-Camera Products purchased will be free from defects for a period of 12 months from delivery unless otherwise stated on the order confirmation. Should the Non-Camera Products be defective within this period, TCS will repair or replace them within a reasonable time using components or replacements that are new, or equivalent to new. In the case of Non-Camera Products rented from TCS this guarantee will continue for the duration of the Product rental. TCS does not warrant that the Products are fit for any particular purpose, nor that the Services will be without disruption, nor that any reports, data or information provided as part of the Services will be free from errors, omissions, inaccuracies or nonconformities, and TCS shall have no liability or obligation to the Customer in this respect except as provided hereunder. TCS makes no warranty for the security or integrity of any connection or transmission used in the provision of the Services. TCS shall not be liable for and provides no warranty for any damage caused by the Customer or his representative or any unauthorised 3rd party through incorrect installation, use, modification or repair of the Products, nor for any accidental or other damage to the Products caused by any party or external force.
INTELLECTUAL PROPERTY RIGHTS
TCS, or its supplier partner, retain all copyright, rights in inventions, rights in designs, database rights and other intellectual property rights in the Products and Services and the results of the Services. Nothing transfers or shall oblige TCS to transfer to the Customer any such intellectual property rights, and all rights thereunder that are not expressly granted to the Customer in these Terms are reserved to TCS. All intellectual property rights subsisting in the database are accessible via the Services and each and every piece of information provided through the Services (the ‘Information’) is owned by TCS or the providers of such information. The Customer may use Information retrieved from the Services only for his own purposes which means (without limitation) that the Customer may not sell, resell, retransmit or otherwise make the Information retrieved from the Services available in any manner or on any medium to any third party unless the Customer has obtained TCS’s prior written consent. TCS may use the Information, in an aggregated form, with data from other vehicles, to monitor road usage, provide information regarding traffic flow and journey times and analyse general driving behaviour. This aggregated data, which shall contain no personal data or confidential information of the Customer, may be shared with or supplied to third parties by TCS.
SIM CARDS
The Customer shall not remove, or permit or allow others to remove, any SIM Card from any of the Products. The Customer is responsible for the loss or theft and any consequent (including fraudulent or improper) usage of the SIM Cards. In the event that TCS has reasonable grounds to believe that the Customer may be in breach of the provisions of this clause, TCS may, at its sole discretion, discontinue the provision of Services to the Customer on any one or all of the Products supplied to the Customer.
CONFIDENTIALITY
Both TCS and the Customer must treat all information received from the other marked ‘Confidential’, or which a reasonable person would understand to be confidential, as it would treat its own confidential information. Information that is to be considered confidential may include, but not be limited to business plans, lists of customers, operational and technical data and product plans. The provisions of this clause shall survive the termination of any contract between the Customer and TCS by three years.
LIABILITIES
Nothing in these Terms or elsewhere in any agreement into which these Terms are incorporated shall exclude or limit TCS’s liability for death or personal injury caused by TCS’s negligence nor its liability for fraudulent misrepresentation or otherwise insofar as such exclusion or limitation of liability is void, prohibited or unenforceable under applicable law; and any term that has the object or effect of excluding or limiting TCS’s liability is subject to this sentence. Without prejudice to any other provision of these Terms, in any event (notwithstanding any other agreed terms) TCS’s total liability for any one claim or for the total of all claims arising from one act of default on TCS’s part (whether in tort, contract, negligence, under an indemnity or otherwise) shall not exceed the total amount paid by the Customer for the Products or Services in respect of which a claim is made. In the case of any claim made against TCS for disruption to the Services or any errors in the Information provided, TCS’s liability (notwithstanding any other agreed terms) shall not exceed the total price paid by the Customer for the Services for the duration of any such disruption or errors and only in respect of those Products for which the Services were affected. Notwithstanding any other agreed terms, TCS shall not be liable to the Customer (whether in tort, contract, negligence, under an indemnity or otherwise) for any direct or indirect loss of revenues, profits, contracts, business, anticipated savings or other economic loss, or for any special, indirect or consequential losses.
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
FORCE MAJEURE
TCS shall not be liable to the Customer for non-performance or delay in performance of any of its obligations under these Terms or loss or damage of any Products due to acts of God, war, riot, civil commotion, embargo, strikes, fire, theft, delay in delivery or services of subcontractors or sub-suppliers, the non-performance of a subcontractor or sub-supplier under its terms of engagement with TCS, shortage of labour or materials, confiscation or any other unforeseen event (whether or not similar in nature to those specified) outside the reasonable control of TCS.
TERMINATION
TCS may terminate any contract with the Customer if he commits a material or persistent breach of these Terms and fails to remedy this within 30 days of written notice, or with immediate effect if the Customer does any act that might jeopardise the continuance of the Services.
ASSIGNMENT
The Customer may not assign his rights or obligations, in whole or in part, to any third party without TCS’s written approval.
GOVERNING LAW AND JURISDICTION
This Agreement and these Terms shall be construed in accordance with English law and shall be subject to the exclusive jurisdiction of the courts of England and Wales. The customer hereby consents to the jurisdiction of the Powys County Court for the resolution of any disputes.
DATA PROTECTION
TCS’s Data Processing Terms, covering TCS’s processing of personal data, form part of these Terms and Conditions of Sale and are available on our company website or on request. Such terms shall apply to the exclusion of any other terms relating to the processing of personal data.
Once paid, fees for Products and Services are non-refundable unless TCS chooses, acting in its sole discretion, to refund the payment or it is legally obliged to do so. Where a refund or part refund is agreed upon, please allow fourteen (14) days for TCS to process the refund.
All delivery times and dates are approximate, but TCS shall use its reasonable endeavours to respect them. Time shall not be of the essence, and TCS shall not be liable for any loss or damage resulting from late delivery or from its failure to respect an appointment for installation. Where an installation appointment is required, if the Customer wishes to cancel or postpone an installation for any reason, TCS requires at least 24 hours of written notice, otherwise, a cancellation charge of £99 + VAT per unit will apply.
If the Customer delays the installation (if required) of any Products beyond 30 days from the date of the first Product installation for that order, TCS shall be entitled to deliver the remaining Products to the Customer’s delivery address and the order shall be deemed to be complete. This applies to new unit installations, as well as unit moves, removals, de/re-installations, service calls and engineer training.
In the event that installation is carried out by the Customer or a person appointed by the Customer, TCS shall not be liable for any loss or damage whatsoever, arising directly or indirectly, as a result of any negligence or failure to follow TCS’s written instructions in installing the Products.
Title in Products purchased by the Customer passes upon full payment and until then the Customer must insure and store the Products separately and maintain them in good order. Title in Products rented by the Customer shall remain vested in TCS, or its supplier partner, and these Products must be returned to TCS at the expense of the Customer in good order at the end of such rental. Title in the SIM Card shall remain vested in TCS, or its provider of SIM Cards, in all circumstances Risk in the Products passes to the Customer upon their delivery to the Customer’s designated delivery address, regardless of whether the installation has been completed or not.
Onward sale or rental of Products or Services is not permitted without the express written permission of TCS. In any event, the such onward sale must be under TCS’s standard terms and conditions and under the same contractual terms as those under which the original purchase or rental is made.
The Customer may not cancel or terminate this agreement until the Minimum Rental Period in the Rental Agreement has expired unless legislation allows for a ‘cooling-off period’ and cancellation is made within such cooling-off period.
Following the Minimum Rental Period, the Customer may give one month’s notice to terminate. Following termination, charges will still apply to rented units until the Products are returned to TCS. In the event that rented Products are returned, lost or damaged before the end of the Minimum Rental Period then the Rental Charges will still continue to apply until the Minimum Rental Period has expired.
All rented Products remain the property of TCS or its supplier partner. They must be returned in good order to TCS on termination of the agreement. Lost, damaged or non-returned Products will be charged at current list prices + VAT per unit.
In the event that the Customer wishes to move a TCS tracker unit from one vehicle to another, and where this requires professional removal and installation, this will be a chargeable cost per unit provided that the de-installation of the unit from one vehicle and the re-installation into the new vehicle, is carried out during the same visit, at the same site and at the same time. Discounts are available if more than one unit is moved at the same time.
If a professional is required to remove the TCS units, removals are charged per unit removed, with discounts available if more than one unit is removed at the same time. Once the unit is removed, it will either be left on-site or shipped back for reinstall at a later date at a cost of £20 + VAT. Units will still incur charges for Services until such time as they are permanently received back at TCS.
Whilst the unit remains fully installed in the vehicle, it is possible to reconnect a unit that has been disconnected. Such a reconnection will incur a charge of £30 + VAT per unit reconnected.
The prices shown online are not valid in conjunction with any other offer and are subject to tax, as applicable.
An administration charge of £20 + VAT will be made in the case of each failed or cancelled direct debit mandate, or failed or cancelled payment.
Should any part of this Refund and Cancellation policy be translated into a language other than English, this will be done in good faith and for clarification purposes only. To the extent that the meaning in the translated version differs from that of the English version, the English version shall be the version that shall be relied upon and take priority in all cases. The Customer acknowledges that he has had the opportunity to read and review the English version of the system Rental Agreement.
The definitions of capitalised terms in this policy shall be the same as those in TCS’s standard terms and conditions, Rental Agreement or Purchase Agreement.
Data Processing Terms
The company, individual or organisation agreeing to these terms (the “Company”), and TCS have entered into an agreement (the “Agreement”) whereby TCS will either supply Services to the Company or be Supplied Services by the Company.
As part of this Agreement, the Company will be sharing Data with TCS. The intention of these Data Processing Terms (the “Terms”) is to ensure there are proper arrangements in place relating to Data passing from the Company to TCS. Any transfer of Data from TCS to the Company is dealt with separately and does not form part of these Terms. These Terms form part of the Agreement and, in the event of any discrepancy between the Agreement and these Terms, the Agreement shall take precedence.
Within these Terms:
‘Data Protection Legislation means all applicable statutes, laws, secondary legislation, rules, regulations and guidance from a Supervisory Authority (or its UK equivalent) relating to privacy, confidentiality, security, direct marketing or data protection of Personal Data or corporate data (including any national laws implementing any such legislation (including Directives 95/46/EC, 2002/58/EC and 97 /66/EC)), including the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (512003/2426), the Regulation of Investigatory Powers Act 2000, the Investigatory Powers Act 2016, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699) and the General Data Protection Regulation.
‘Data’ means any data which is captured by Data Protection Legislation, which includes but is not limited to personal data and sensitive data as defined by GDPR.
‘GDPR’ means the General Data Protection Regulation
‘Services’ means the services provided by the Supplier as part of the Agreement.
‘Controller’ has the meaning given to it in Data Protection Legislation.
‘Data Subject’ has the meaning given to it in Data Protection Legislation.
‘Personal Data’ has the meaning given to it in Data Protection Legislation.
‘Processor’ has the meaning given to it in Data Protection Legislation.
‘Sub-Processor’ has the meaning given to it in Data Protection Legislation.
‘Supervisory Authority’ has the meaning given to it in Data Protection Legislation.
The Company warrants to represent and undertakes to TCS that it has Lawful Grounds for Processing the Data, that it has informed and will continue to inform the Data Subjects of the purpose of processing the Data and shall at all times comply with its obligations under Data Protection Legislation.
The Company retains control of the Data in cases where TCS was not already in control of the Data and retains the responsibilities and duties of the Data Controller as set out in Data Protection Legislation. TCS will maintain the confidentiality of the Data and agrees to process the Data only in accordance with Data Protection Legislation and the following stipulations (to the extent that they are required by Data Protection Legislation):
(i) only to the extent set out in the TCS Customer Privacy Notice, available on the website, which specifies the data that may be collected and the purposes for which it may be used;
(ii) only in such a manner as is necessary for its performance of the Services;
(iii) only in the European Economic Area or the UK, unless the transfer has been authorised by the Company or is to a country that the European Commission or, in respect of a transfer from the UK, the European Commission or an applicable Supervisory Authority, has decided from time to time ensures an adequate level of protection in accordance with Data Protection Legislation, or the transfer has appropriate safeguards in place, as set out within GDPR;
(iv) where applicable, in accordance with the Standard Contractual Clauses (Processors) approved by the European Commission in Commission Decision C(2010)593;
(i) are aware of these Terms; and
(ii) have received training on the Data Protection Legislation and related good practice; and
(iii) are bound by confidentiality obligations;
To the extent required by Data Protection Legislation, TCS shall notify the Company promptly on becoming aware of any actual, suspected or threatened loss, leak or unauthorised processing or disclosure of any Data.; promptly upon receipt of a notice from any Supervisory Authority, which relates directly or indirectly to the processing of the Company’s Personal Data and shall cooperate with that Supervisory Authority; promptly if any of the Company’s Personal Data in the possession and/or control of TCS is lost, corrupted or rendered unusable for any reason; promptly if TCS have reason to believe that an action or instruction from the Company infringes Data Protection Legislation.
On the expiry or termination of these Terms, TCS shall immediately cease to use, and shall procure that its agents and sub-contractors cease to use, the Data and shall arrange for its safe return or destruction (at the Company’s option) at the relevant time (unless European Union, Member State and/ or UK law requires the storage of the Personal Data).
TCS compiles data collected as part of the Services in aggregated and anonymised form (the ‘Aggregated Data’) and the Company grants permission for TCS to do this. TCS acquires the full rights to and ownership of the Aggregated Data at the point that this data is compiled and shall be under no obligation to keep confidential, delete, return or make any amendments to the Aggregated Data or any part thereof.
The Company grants TCS permission to make contact with its employees, directors, officers and other representatives on an ongoing basis for the purposes of performing the Services and for marketing purposes, provided that the Company can at any stage withdraw such permission within 30 days’ notice.
(a) Subject to Clause 7b, these Terms shall remain in force even after the Agreement has terminated, but may be terminated by TCS at any time after the Agreement has terminated.
(b) These Terms may be varied from time to time by TCS (acting reasonably), provided that notification is given to the Company and the Company has the right and the opportunity to object to such variations. In the event that the Company objects to the variations, TCS shall have the option to terminate the Terms by giving a minimum of 30 days’ notice.
(c) Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation.
(d) The headings and sub-headings within these Terms are for convenience of reference and shall not form part of, or affect the interpretation of, these Terms.
(e) If any provision within the Terms is held to be unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable. The remaining provisions of the Terms and the remainder of such provision shall therefore continue in full force and effect.
Last updated: 1 October 2022