Terms & Conditions of business

THE TERMS AND CONDITIONS SET FORTH ON THIS FORM CONSTITUTES THE ENTIRE AGREEMENT (THE “AGREEMENT”) BETWEEN INFOSOFT NI LTD (“SUPPLIER”) AND BUYER (“BUYER”). SUPPLIER WILL NOT BE BOUND BY ANY TERMS OF BUYER’S ORDER THAT ARE INCONSISTENT WITH THE TERMS HEREIN. ACCEPTANCE BY BUYER OF THESE TERMS MAY BE MADE BY: (1) WRITTEN ACCEPTANCE OF THESE TERMS, (2) PLACEMENT OF A PURCHASE ORDER WITH SUPPLIER THAT REFERS TO A VALID SUPPLIER QUOTATION OR (3) RECEIPT BY BUYER OF DELIVERY OF ANY SUPPLIER PRODUCTS OR SERVICES DESCRIBED ON THE FACE OF THIS FORM OR OTHERWISE (“PRODUCTS”) AND FAILURE BY BUYER TO RETURN THE PRODUCTS WITHIN FIVE DAYS FOLLOWING SUCH DELIVERY.

1. General: The terms and conditions of sale contained herein apply to all quotations made and purchase orders accepted by Supplier. Acceptance of Buyer’s order by Supplier will be made only on the express understanding and condition that insofar as the terms and conditions in this Agreement conflict with any terms and conditions in Buyer’s order, the terms and conditions of this Agreement shall govern. If a quotation or purchase order is accepted by Supplier, then the date of the Agreement shall be the Effective Date set forth on the face of this form.

2. Prices, Taxes, Payment: Any written price quotation, either pursuant to this Agreement or any other form, shall become void unless accepted by Buyer within thirty (30) days of the date thereof, unless sooner revoked or rejected by Supplier. All prices quoted, all orders accepted, and all billings rendered are exclusive of all shipping, federal, state/province and local withholding, excise, sales, use and similar taxes, fees, or charges imposed by any governmental authority on this transaction. Buyer will reimburse Supplier for any such tax, fee or charge, at the time of sale or thereafter, that Supplier is required to pay. Terms of payment for parts and equipment are 50% down with balance due net thirty (30) days from date of invoice. Supplier service will be invoiced monthly in advance. Terms of payment for the monthly Supplier services are net ten (10) days from date of invoice. In the event that payment is not received within such ten-day period, any unpaid balance shall bear interest at the rate of 1 1/2 % per month, or the maximum amount allowed by law, if lower. The late charge shall be assessed for every month a balance remains unpaid and shall be prorated on a daily basis for each day the payment is overdue. Service billing will begin fourteen (14) days after product is shipped to Buyer regardless of whether the Products have been installed in Buyer’s vehicles or tractor-trailers. Supplier may charge Buyer a fee of £50.00 for any cheque returned due to insufficient funds. Supplier may perform credit verification on Buyer, as Supplier deems necessary in its discretion. The amount of credit may be changed or withdrawn completely by Supplier at anytime. On any order for which credit is not extended by Supplier, shipment or delivery shall require, at Supplier’s election, cash with order (in whole or part), or C.O.D. or sight draft attached to the bill of lading or other shipping documents, and all costs of collection shall be paid by Buyer. If any proceeding is brought by or against Buyer under bankruptcy or insolvency laws, Supplier shall be entitled to cancel any order by Buyer then outstanding. Supplier may suspend or terminate service to Buyer, without liability, if Buyer breaches any portion of this Agreement, including nonpayment of fees due to Supplier. If Buyer promptly cures any such breach, Supplier may, at its sole option, reactivate service upon payment by Buyer of Supplier’s most current restoration fee then in effect, which shall be no less than £50.00 per locator purchased by Buyer.

3. Cancellation and Expiration: In the event that Supplier terminates this Agreement for breach by Buyer, or Buyer wishes to cancel services prior to the completion of the term of the Agreement, the parties agree that the damage suffered by Supplier from such breach will be difficult to ascertain. As a result, upon such termination Buyer agrees to pay Supplier, as liquidated damages and not a penalty, a fee equivalent to monthly service fees applicable to the remainder of the term of the Agreement (had the Agreement not been terminated earlier by Supplier for Buyer’s breach) at the then-current prices under this Agreement from the effective date of termination (the “Breach Payment”). Buyer shall pay the Breach Payment to Supplier net ten (10) days from date of final invoice. Upon the expiration of the Commitment Term, Supplier will continue to provide service under this Agreement on a month-to-month basis unless Buyer enters into a new Commitment Term. Requests for Cancellation of services and billing will be processed effective on the last day of the billing cycle in which the cancellation request is received.

4. Installation: Supplier or its assignees, agents and subcontractors will charge a nominal fee for a “Standard Installation” of the Products. The parties shall each make commercially reasonable efforts to schedule and complete “Standard Installation” of the products within thirty days (30) days of receipt of product by Buyer. Standard Installation includes installation of a purchased Locator in the kick panel, trunk (interior locations), over cab area in cowling, under the front seat or dash. Standard Installation includes the installation of GPS receiver. Standard Installation hours are between 7:00 a.m. and 6:00 p.m., Monday through Friday, Buyer’s local time. For any installation that is not a Standard Installation, Buyer may be charged an incremental fee. Buyer acknowledges that, in connection with the installation and maintenance of the Products, Supplier or its assignees, agents and contractors may modify or alter, including without limitation drill holes, cut panels and body or rewire, Buyer’s tractor-trailers or vehicles. Supplier will not be responsible for, and makes no assurances regarding, the restoration of Buyer’s tractor-trailers or vehicles to their unmodified or unaltered condition if the Products are removed from Buyer’s tractor-trailers or vehicles.

5. Software License: Supplier hereby grants only to Buyer a non-transferable, non-exclusive right and license to use any software provided pursuant to this Agreement or contained in or embedded in any of the Products (collectively, the “Software”), solely in conjunction with such Products, in object code form only. Buyer may only transfer such Software together with, and as incorporated in, the Products with which it was originally delivered. Buyer receives no title or ownership rights to such Software. Except for the license granted in this Section, all right, title and interest in the Software shall remain the exclusive property of Supplier or its licensors. This Agreement does not give Buyer any right to reproduce the Software or any related documentation, and Buyer agrees that it shall not decompile, disassemble, compile or reverse engineer the Software or otherwise attempt to gain access to the Software source code.

6. Title and Delivery: Supplier shall deliver the Products to a common carrier for shipment within twenty-one (21) days of the contract Date. Risk of loss shall pass to Buyer at the time the Products are delivered to such common carrier. Supplier shall not be liable for any delay in transportation of products. In the event of any default by Buyer, Supplier may decline to make further shipments without in any way affecting its rights under this Agreement. Supplier will not be charged with any liability for delay or non-delivery of Products, when caused by any cause beyond the reasonable control of Supplier.

7. Acceptance: Buyer shall have fifteen days after delivery to inspect and to test each Product shipped by Supplier to Buyer. During such fifteen (15) day period, if buyer determines that any such Product fails to meet the specifications set forth in Supplier’s documentation for the Supplier Product, the Buyer may reject such Product by notifying Supplier in writing of such rejection. Any Product not rejected by the Buyer within the fifteen (15) day acceptance period under this Section shall be deemed accepted by the Buyer.

8. Warranty: The Products sold hereunder shall conform to the terms of Supplier’s standard warranty for such Products and which warranty is incorporated herein by reference. Supplier MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUPPLIER PRODUCTS SOLD HEREUNDER. SUPPLIER EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. Nothing herein shall be construed as providing or intending to provide Supplier’s warranty to Buyer set forth above to any customer(s) of Buyer.

9. Limitation of Liability: SUPPLIER SHALL NOT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, NOR FOR ANY LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR ON SEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVEN IF SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST BUYER. SUPPLIER'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE PRICE PAID BY BUYER FOR SUCH PRODUCT.

10. Buyer acknowledgements: Buyer acknowledges that (i) data collected by the Products while out of coverage or without calling connectivity may not be stored and retrieved by Buyer when within coverage or calling connectivity is restored; (ii) data collected by the Products are not provided in real time and delays in receipt of data are normal; (iii) data will be stored on the Supplier server for 35 days, after 35 days the data will be archived and the Buyer will be charged for any data retrieval. (iv) Product antennae should have an unobstructed view of the sky; (v) the Products may not operate in enclosed spaces, in buildings, between tall buildings, underground or in canyons; (vi) although portions of the Supplier Products (including the Supplier service) are encrypted, Supplier Products (including the Supplier service) are capable of being intercepted without knowledge of or permission from Supplier by third parties; (vii) Supplier is not responsible for the terms, conditions or obligations arising from agreements between Buyer and any cellular network or airtime provider in connection with the Products or Supplier service; (viii) Buyer may not be able to cancel agreements between Buyer and its cellular network or airtime provider upon commercially reasonable terms or at all (ix) Supplier assumes no responsibility for improper storage of data or information or delivery of messages; and (x) Buyer assumes the entire risk in downloading or otherwise accessing any data, information, files or other materials obtained from the Supplier website, even if Buyer has paid for or otherwise been provided virus protection services from Supplier. (xi) Supplier retains the rights to anonymous summary data analysis.

11. Coverage and Data Transmission: The Products and the Supplier service are dependent on the coverage and calling areas of cellular networks owned and operated by third parties. Coverage and calling areas are approximate and do not cover significant portions all areas. Actual coverage and operation of the Products depends on system availability and capacity, system and equipment upgrades, repairs, maintenance, modifications and relocation, Buyer’s equipment, terrain, signal strength, structural conditions, weather and atmospheric conditions, governmental regulations, suspected fraudulent activities, acts of God and other conditions beyond Supplier’s reasonable control. Supplier will not be responsible for limits in coverage or performance degradation due to any such conditions. Buyer acknowledges that coverage and calling areas may be interrupted, halted, or curtailed or the quality of the transmission may be diminished at any time. The Products and the Supplier service are dependent upon the availability of the Internet, which is owned and operated by and accessed through third parties.

12. High Risk Activities: The Products and any modifications, alterations, additions or changes to the Products, are not fault tolerant and are not designed, manufactured or intended for use in life support, emergency, mission critical or other ultra-hazardous activities (“High Risk Activities”). Supplier specifically disclaims any express or implied warranty of fitness for such High Risk Activities. Buyer represents and warrants that it will not use, or permit to be used, the Products for such High Risk Activities, and Buyer agrees to fully indemnify and hold harmless Supplier for any damages or other losses resulting from such use.

13. Refusal of Services: “Installer Qualification” is the minimum service required to self-install Supplier’s hardware products. Refusal of Installer Qualification voids standard product warranty. “Introduction to Quadrant” training program is the minimum required training for standard operation of Quadrant, Supplier’s web-based software. If Buyer refuses training, Buyer acknowledges that Supplier reserves the right to bill calls to Supplier’s Customer Support line if calls are due to lack of training. “Installation Coordination” organizes the Locator installation process, verifies quantity installed and install standards for each vehicle. If refused, Buyer accepts responsibility for coordination and scheduling of installations and any associated costs due to schedule delays. “Product Configuration” provides Supplier and Buyer with an assessment of Buyer’s reporting and data flow requirements, product selections, and configuration files. If Product Configuration is refused, Buyer agrees to be billed for future change requests to standard product configuration. “Project Management” for projects where Project Management is recommended by Supplier, and refused by Buyer, Buyer accepts responsibility for all aspects of system implementation (including engineering, manufacturing, installation, training, and support) and any and all costs caused by project schedule delays.

14. Force Majeure: Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of Supplier shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of Supplier, including without limitation, failure of a GSM/GPRS or cellular network or the Internet network, strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy, nuclear disasters, or default of a common carrier.

15. Technical Data: Buyer shall not without Supplier’s prior written consent use, duplicate, or disclose any technical data, or any information on the construction of the Products delivered or disclosed by Supplier to buyer for any purposes other than for the installation, operation or maintenance of the Products.

16. Security Interest: Supplier reserves, until full payment has been received, a purchase money security interest in the Products. Buyer agrees to execute any document appropriate or necessary to perfect the security interest of Supplier, or in the alternative, Supplier may file this Agreement as a financing statement and/or chattel mortgage.

17. Governing Law and Venue: This Agreement and performance by the parties hereunder shall be construed in accordance with the laws of Northern Ireland

18. Assignment: Buyer shall not assign its order, this Agreement or any interest therein or any rights hereunder without the prior written consent of Supplier.

19. Headings: The headings used in this Agreement are for convenience only and no meaning shall be ascribed to such headings.

20. Entire Agreement: This Agreement between Buyer and Supplier in connection with the products, services or parts thereof constitutes the entire agreement between Supplier and Buyer and supersedes all previous communications, representations and agreements, whether oral or written, between the Buyer and Supplier with respect to the subject matter hereof. This Agreement may not be modified, supplemented, qualified, or interpreted except in writing signed by Buyer and Supplier. The failure by Supplier to enforce at any time any of the provisions in this Agreement will in no way be construed as a waiver of such provisions.

21. BUYER ACKNOWLEDGES THAT, AS WITH ANY MAPS OR DRIVING DIRECTIONS, BUYER SHOULD ALWAYS RECHECK DIRECTIONS AND DRIVING CONDITIONS FOR ACCURACY AND CONFIRM THAT THE ROAD STILL EXISTS, BE AWARE OF CONSTRUCTION AND OTHER HAZARDS AND FOLLOW ALL SAFETY PRECAUTIONS AND LAW. THE PRODUCTS AND THE SUPPLIER SERVICE ARE TO BE USED ONLY AS AN AID IN PLANNING.

22. BY PAYING SUPPLIERS INVOICE, THE BUYER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.