Article 1 – Definitions
“Client”
means the customer stated in the Order Form.
“Effective Date”
means the date the Order Form is signed by the Client.
“Fleet”
means the vehicles, assets or persons to be tracked or traced via the ProVision Cloud Service.
“Term Of Contract”
means the number of months the contract will be in effect, commencing from the date stated in this contract.
“ProVision Hardware”
means any device supplied by ProVision to be installed in your vehicle/s, purchased, or leased by the Client under a separate contract, that can be used for obtaining Location Data via satellite tracking, video footage via mobile or other wireless communication methods, and for sending and receiving such data and other messages via Mobile Communication Services (either automatically according to a set procedure or by manual information retrieval).
“Onboard Unit”
means relevant ProVision Hardware installed in your Fleet and connected via a sim card to the ProVision Cloud Service.
“Price List”
means the prices specified in the final quotation/proposal/order form including amendments thereto as they may be implemented hereunder.
“ProVision”
In the territory of Ireland, means MySafeDrive Ltd trading as Provision having its registered address at Unit 18, Primeside Business Park, Ballycoolin, Dublin 15, Ireland. Subject to the laws of Ireland.
In the territory of the UK, means Provision Vehicle Cameras Ltd trading as Provision having its registered address at Office 19, 599-613, Princes Road, Dartford, Kent, DA2 6HH. Subject to the laws of the UK.
“ProVision Platform”
means the IT systems that run the ProVision Cloud Service.
“User”
a person authorised by the Client to access and use the ProVision Cloud Service.
“ProVision Cloud Service”
means the online service, as available via the ProVision Cloud Website, structured and designed to enable the Client to monitor, view and control the Fleet, to the extent that such Fleet is located in the contracted territory, by displaying and facilitating the transmission of Location Data between the ProVision Platform and the Onboard Units.
“ProVision Website”
means the website provisioncameramatics.com and pvcameras.com and all relevant sub-domains.
Article 2 – Applicability
2.1 These General Terms and Conditions for the ProVision Cloud Service shall apply to and are ex-pressly incorporated into the Agreement and all subsequent agreements entered into between ProVision and the Client in connection with the ProVision Cloud.
2.2 The applicability of the Client’s general terms and conditions is hereby expressly excluded.
Article 3 – ProVision Cloud Services
3.1 The Client is granted a non-exclusive and non-transferable right to use the ProVision Cloud Service for tracking and tracing the Fleet and for reporting, planning and messaging purposes.
3.2 The Client may use the ProVision Cloud Service in connection with the number of Onboard Units set out in the Order Form. If, at any time, the Client wishes to increase the then current number of Onboard Units it must notify ProVision thereof and sign a separate agreement for that purpose
3.3 The Client is responsible for:
(I) equipping the Fleet with properly working Onboard Units and ensuring the contactability of such Onboard Units,
(II) ensuring that it has properly functioning browser software and Internet access to the ProVision Cloud Service of sufficient capacity, and
(III) the correct configuration of the ProVision Cloud Services.
3.4 ProVision neither warrants that GPS or the Mobile Communication Services will continue to support the functionality offered by the ProVision Cloud Service nor that the Client will be able to successfully use the ProVision Cloud Service for the intended use, as referred to in article 3.1, due to the fact that such use depends partly on circumstances beyond ProVision's reasonable control, including those circumstances for which the Client will be responsible pursuant to articles 3.3/5.1
3.5 ProVision reserves the right to change the look and feel of the ProVision Cloud Website and the way the Location Data are displayed.
Article 4 – User names and passwords
4.1 ProVision shall provide the Client with the necessary access data, such as account names, user names and passwords. For security reasons, the Client must change the issued passwords immediately after having accessed the ProVision Cloud Service for the first time and keep the access data confidential.
4.2 The Client is responsible and liable for any use of the ProVision Cloud Service, if the user obtained access to such service via the Client’s access data, even if the Client did not consent to or was unaware of such use, unless such use takes place three (3) working days or more after ProVision has received a written request from the Client to invalidate his access data.
Article 5 – Transmission
The Client is responsible for the transmission of Location Data between the On-board Units and the ProVision Platform via Mobile Communication Services, unless otherwise agreed. If it is agreed that ProVision will procure such services, the Client acknowledges and agrees that ProVision is dependent on the performance of the third parties providing these services, and therefore cannot and does not warrant:
(I) that the Mobile Communication Services will be available on a continuous basis and at any place within the Territory (for instance, due to gaps in network coverage or to the fact that these providers reserve the right to suspend their services for maintenance purposes, for security reasons, under instruction of competent authorities or other reasons.); or
(II) the speed at which the Location Data will be transmitted.
Article 6 – SIM-cards
6.1 ProVision will provide the Client with one SIM-card for each Onboard Unit that the Client is licensed to use in connection with the ProVision Cloud Services, which the Client shall use solely
(I) in combination with the Onboard Units and
(II) for transmitting Location Data between the Fleet and the ProVision Platform.
6.2 The ownership of SIM-cards provided by ProVision is retained by ProVision and the Client must return or destroy such SIM-cards upon expiry or termination of the Agreement and, if destroyed, furnish ProVision with written confirmation of such destruction, if so requested.
6.3 The Client shall indemnify, defend and hold ProVision and its affiliates and agents harmless from and against any losses, damages, fines, costs or expenses (including legal fees) arising from or in connection with claims from third parties, in particular third party providers of the Mobile Communication Services, that the Client’s use of the SIM-cards provided by ProVision is not in conformity with the Agreement.
Article 7 – Fees and Payment
7.1 All orders for Provision Hardware must be paid for in advance unless alternative payment terms are agreed at the time of the initial order and documented as part of the contract.
7.2 The Client will pay ProVision the charges set out in the Price List for ongoing access to the ProVision Cloud Service. The charges are exclusive of
(I) VAT and any other sales taxes and incidental costs and expenses and
(II) costs in relation to the purchase, lease or use of the items and services, as referred to under articles 3.3 and 5.1 (unless otherwise agreed).
7.3 The charges are fixed for the Initial Term and may be adjusted by ProVision thereafter per the first day of each additional period of one year, provided that ProVision has given the Client at least four (4) months prior notice.
7.4 The charges will be due monthly in advance. The Client agrees to pay ProVision within 10 days after the invoice date via a bank transfer with as a reference the ProVision Cloud customer number and invoice number. The pre-notification for the collections of payments via direct debits will be printed on the invoice. The time between the pre-notification and the actual collection can be shorter than the SEPA standard of 14 calendar days.
If the payment is not received within that timeframe:
(I) The Client shall be in breach of this Agreement, without any notice of default being required and all of ProVision’s claims against the Client shall become immediately due and payable,
(II) the Client shall be obliged to pay the statutory interest rate for commercial debts on the outstanding amount and all judicial and extra-judicial costs incurred by ProVision relating to the recovery and collection of any overdue amount,
(III) ProVision reserves the right to suspend the Client’s access to and use of the ProVision Cloud Service until all outstanding amounts (including interest and costs) are settled, and
(IV) the costs of suspending and reactivating shall be borne by the Client.
7.5 All payments to be made by the Client must be effected without set-off or suspension.
7.6 Client will be liable for all data usage in excess of their Subscription package at the rates then in effect. Outside of package usage may be charged at higher rates and is determined by the Mobile Communications service provider.
Article 8 – Liability
8.1 Subject to article, in no event, whether in contract, tort (including in either case negligence), misrepresentation, breach of statutory duty or otherwise pursuant to the Agreement, ProVision shall be liable for any loss of profits, anticipated savings, revenue, business, loss or corruption of data, loss of use, loss of goodwill, loss due to delay or any indirect or consequential loss or damage whatsoever.
8.2 Subject to articles 8.1, ProVision’s aggregate liability, whether in contract, tort (including in either case negligence), misrepresentation (other than fraudulent misrepresentation), breach of statutory duty or otherwise pursuant to the Agreement, shall be limited to the net price paid or to be paid by the Client in the first twelve (12) months of the year in which the loss or damage occurred.
Article 9– Data Protection
9.1 The parties will observe all provisions of the relevant data protection laws and regulations, insofar as the violation of such provisions affects the interests of the other party and/or the data subject involved. This includes the obligation of the Client to duly inform involved data subjects about the processing of their personal data by ProVision under the instruction of the Client.
9.2 ProVision shall only collect, process, store and use personal data, and the Location Data, to the extent that such is necessary for the performance of this Agreement and the improvement of the ProVision Cloud Service.
9.3 The Client instructs ProVision to collect, process, store and use their Location Data for the purpose as included under Clause 9.2 above.
9.4 The Client approves that ProVision is allowed to outsource the hosting of its data centers to a third party within the European Economic Area. ProVision warrants that such third party is legally bound to the relevant provisions of this Agreement and to its respective obligations under the provisions of the data protection laws as a “Data Processor” as defined in the European Data Protection Directive (95/46/EC).
Article 10 – Intellectual Property
10.1 ProVision retains all intellectual property rights vested in the ProVision Cloud Services and the Client shall not at any time acquire any rights, title or interest in these intellectual property rights by virtue of any use that the Client may make thereof pursuant to the
Agreement.
Article 11 – Term and Termination
11.1 The Agreement commences on the Effective Date and shall expire after the Initial Term. Following the Initial Term, the Agreement shall automatically renew for consecutive additional periods of one (1) year each, unless either party gives the other party written notice of its intention not to renew at least three (3) months prior to the date on which the Agreement would otherwise renew.
11.2 Each party may, without prejudice to any of its other rights arising hereunder, upon giving written notice, terminate the Agreement with immediate effect, if
(I) the other party fails to observe or perform any material term or condition hereof, including in any event non or late payment, and such default or breach (if capable of remedy) shall not be remedied within twenty (20) calendar days after notice in writing, specifying the breach and requiring the same to be remedied, has been given
Article 12 – Miscellaneous
12.1 No amendment to the Agreement is valid or binding unless made in writing.
I have read and accept the enclosed general terms and conditions for the ProVision Cloud service, which are part of the contract, as well as the current ProVision Cloud list of subscriptions from ProVision Vehicle Cameras.
Signature: ………………………………………………………………………………………
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