Nuvven Ltd T/A Coastr - Customer Agreement

1. GENERAL TERMS
 
1.1 We are NUVVEN Ltd. trading as Coastr, a company incorporated in Scotland with registered number SC596564 and registered office address: 84 Commercial Street, Leith, Edinburgh EH6 6LX in relation to its Services as defined below. 

1.2 These Terms and Conditions together with the Service Agreement Confirmation form the agreement (‘’Agreement" or ‘’Customer Agreement’’) between NUVVEN LTD. ( “the Company'' or ‘’Coastr’’ or ‘’the Provider’’) and the Customer (‘’Customer’’ or ‘’the other party’’). These Terms and Conditions are applied to all customers.

2. DEFINITIONS 

The following definitions apply to these Terms and Conditions: 
2.1 Affiliate: Means in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party. 

2.2 Authorised User: Any person who is authorised by the Customer to use the Services and Documentation in accordance with the Agreement including but not limited to: 
 

• 2.2.1 Employees: Individuals employed by the Customer who require access to the Services in the course of their job responsibilities.

• 2.2.2 Contractors or Subcontractors: Third-party contractors or subcontractors engaged by the Customer, with a legitimate need to access and utilise the Services for the purposes outlined in the agreement.

•  2.2.3 Affiliates or Subsidiaries: Related entities or subsidiaries of the Customer, where access to the Services is required to support their operations or business functions.

•  2.2.4 Designated Representatives: Specific individuals or positions within the Customer's organisation that have been authorised by the Customer to access and use the Services on behalf of the company.

 
2.3 Business Day: A Business Day refers to any day that is not a Saturday, Sunday, or a public holiday in the United Kingdom.

2.4 Confidential Information: Has the meaning provided in clause 11.1. 

2.5 Customer: The customer who subscribes for the Services as set out in the Service Agreement Confirmation.

2.6 Customer Data: The data inputted by the Customer, for the purposes of using the Services, together with all data generated from use of the Services.

2.7 Documentation: The Company shall furnish the pertinent documentation, encompassing a comprehensive description of the Services and user instructions. This Documentation serves as an essential point of reference for comprehending the Services, including specifications and potential service levels. The Company shall diligently endeavour to deliver the Documentation to the Customer within 10 business days upon receipt of a written request. Provision of the Documentation may be facilitated electronically.
 

• 2.7.1 It is acknowledged that all authorised users of the The Company Ltd platform shall have unrestricted access to the "online product documentation." Additionally, the Company is prepared to furnish a Service Level Agreement document upon request.

 
2.8 UK GDPR: The United Kingdom General Data Protection Regulation (UK GDPR) encompasses the regulations incorporated into UK law by the Data Protection Act 2018, along with any other relevant data protection legislation currently in effect within the United Kingdom.

2.9 Data Processing Agreement (DPA): The Company will supply to the Customer with the DPA Agreement to clarify the rationale behind processing personal data. 

DPA link: https://www.coastr.com/data-protection-agreement 

2.10 Devices: Refers to the telematic devices supplied by the Company for utilisation with the Services, as verified in the Services Confirmation.

2.11 Effective Date: The date of last signature of the Services Confirmation. 

2.12 Fees: The fees payable by the Customer as set out in the Services Agreement, once it is complete and finalised. The Services Agreement shall provide a comprehensive breakdown of all applicable fees, including but not limited to integration costs, costs of telematic devices, and any other relevant fees. The Company shall ensure that the finalised Services Agreement accurately reflects the complete fee structure, and shall provide a copy of the finalised Services Agreement to the Customer upon its completion.
 
2.13 Normal Business Hours: 9.00 am to 5.30 pm United Kingdom time, each Business Day. 

2.14 Platform: Means The Company’s infrastructure and cloud computing platform which is used to provide the Services. 

2.15 Services: Our offering constitutes a Software-as-a-Service (SaaS) solution, encompassing a comprehensive vehicle  rental and shared mobility management platform provided by the Company to the Customer under the Agreement. This SaaS solution, detailed in the Documentation, empowers the Customer with seamless access to vehicle rental and fleet management tools and functionalities through the platform. Additionally, all authorised users of the platform will have access to the "online product documentation," facilitating a user-friendly and informative experience to enhance their interactions with the platform.

2.16 Services Confirmation: The service confirmation document setting out the details of the Customer, Services and Fees, and which together with these Terms and Conditions form the Agreement. 

2.17 Term: Means the period stated in the Services  Confirmation starting on the Effective Date. 

2.18 Virus: Any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the 
 
programme or data in whole or part or otherwise); or adversely affecting the user experience, including worms, trojan horses, viruses and other similar things or devices. 

3. AUTHORISED USERS 

3.1 The Company grants to the Customer from the Effective Date a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the term of the Agreement for the Customer’s internal business operations. 

3.2 The Customer shall not, and ensure Authorised Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: 

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• 3.3.1 It is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive. 

• 3.3.2 Facilitates illegal activity. 

• 3.3.3 In a manner that is otherwise illegal or causes damage or injury to any person or property. 

 

3.4 The Company reserves the right, without liability or prejudice to its other rights to the Customer or Authorised Users, to disable the Customer’s or Authorised Users’ access to any material that breaches the provisions of this clause.
 

3.5 The Customer shall not, and ensure Authorised Users shall not (except to the extent expressly permitted under the Agreement): 

 

• 3.5.1 Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute (as applicable) all or any portion of the Software or Documentation (as applicable) in any form or media or by any means. 

• 3.5.2 Attempt to reverse compile, disassemble,reverse engineer or otherwise reduce to human-perceivable form (as applicable) all or any part of the Software. 

• 3.5.3 Access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation. 

• 3.5.4 Attempt to obtain, or assist unauthorised third parties in obtaining, access to the Services or Documentation, other than as expressly permitted under this agreement. Only Authorised Users, as defined in Clause 2.2, are permitted to access and utilise the Services as outlined in this agreement.

• 3.5.5 Attempt to bypass or disable any security feature or mechanism within the Services 2. 

3.6 The Customer shall, and ensure Authorised Users shall, keep all password and log-in details used in relation to the Services secure, and shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and the Documentation and, in the event of any such unauthorised access or use, promptly notify The Company. 
 
3.7 The rights conferred under this clause 3 are exclusive to customers and are not automatically extended to any subsidiary or holding company of the customer, unless explicitly authorised in writing by the Company. Employees working for group companies may utilise the platform solely for the Customer's advantage and in line with their business interests. Their engagement with the platform shall be strictly confined to activities related to the Customer's operations.
 
 

4. SERVICES 

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4.1 During the term of the Agreement, the Company shall provide the Services and make available the Documentation, to the Customer on and subject to the terms of the Agreement.

 

4.2 The Company shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for: 

 

• 4.2.1 Scheduled maintenance will be conducted periodically based on business need and these will occur outside of regular UK business hours and between 3:00AM to 7:30AM GMT. Unless otherwise communicated, Customers will receive advance notification of at least 24 hours before any such maintenance is performed.

• 4.2.2 Unscheduled maintenance performed outside Normal Business Hours, provided that The Company has used reasonable endeavours to give the Customer at least six (6) Normal Business Hours’ notice in advance; 

• 4.2.3 Any emergency maintenance as required, provided The Company provides prompt notice of any emergency maintenance to the Customer.

 

5. CUSTOMER DATA 

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5.1 As between the parties the Customer shall own the Customer Data and the Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The Company does not monitor any Customer Data posted or provided by the Customer as part of the Services. The Company shall only be entitled to amend any Customer Data when requested in writing to do so by the Customer.
 
5.2 The Company acknowledges and agrees that it shall be liable for any loss, disruption, or alteration of the Customer's data caused by a third party, including third-party hackers, if it is determined that such breach occurred due to The Company's failure to implement appropriate security measures. The responsibility for safeguarding the Customer's data against preventable security breaches by third parties shall rest solely with The Company. In such cases, The Company shall bear full responsibility for any resulting damages or losses incurred by the Customer. Therefore, The Company commits to implementing and maintaining robust security measures to prevent unauthorised access, data breaches, and other cybersecurity incidents caused by third parties, ensuring the utmost protection of the customer's data.

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5.3 In the event that the Customer Data contains any personal data concerning the  privacy policy and it becomes necessary for the Company to process such data in relation to the Services being provided to the Customer, the contracting parties expressly acknowledge and stipulate that, in such instances, the Company shall be deemed the processor, and the Customer shall be deemed the controller, as defined in accordance with the terms provided in the [Data Processing Agreement] section 2.1 and 2.2. Accordingly, in any such case:

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• 5.3.1 Under the obligations arising from the UK General Data Protection Regulation (UK GDPR) to specify the scope, nature, and purpose of data processing, the Company will exclusively process personal data in accordance with the terms of this Agreement and any lawful instructions provided by the Customer. In connection with the Services, the data processing concerns individuals renting cars from the Customer, encompassing identity data such as name, address, date of birth, and driving licence details. The duration of the processing aligns with the Agreement's duration. It is hereby noted that customers may refer to the [Data Processing Agreement] for a comprehensive elaboration and detailed description of the precise purposes and methods of data processing employed in the provision of the Services. This measure ensures adherence to the UK GDPR requirements and demonstrates the Company's unwavering commitment to protecting data subjects' rights and privacy.

• 5.3.2 All individuals involved in the provision of the Services on behalf of The Company shall be subject to appropriate obligations of confidentiality. 

• 5.3.3 The Company warrants that the provision of the Services includes the implementation of sufficient technical and organisational measures to ensure an appropriate level of security in relation to the processing of personal data as required by Data Protection Legislation and UK GDPR. 

 

5.4 The Company shall as far as is possible and proportionate in relation to the nature of the processing, implement technical and company measures that assist the Customer with its obligations in relation to the exercise of data subject's rights as described in Data Protection Legislation and UK GDPR.

 

5.5 The Customer acknowledges that the Company is authorised to transfer personal data to third-party technology partners, referred to as sub-processors, which the Company has engaged or may engage to assist with platform hosting elements of the Services. However, any such transfer and engagement shall be subject to the following conditions:

 

(a) The Company shall provide the Customer with a list of the specific third-party technology partners acting as sub-processors at the outset of the agreement. The Company shall also give the Customer no less than 30 days notice in writing of any changes to the list of sub-processors during the term of the agreement. If the Customer does not approve such changes then the Customer shall have the right to terminate the agreement.

 

(b) The Company shall ensure that any transfer of personal data to third-party technology partners is conducted in compliance with applicable Data Protection Legislation, including the UK General Data Protection Regulation (UK GDPR).

 

(c) Without the prior written consent of the Customer and subject always to the implementation of appropriate safeguards, the Company shall not transfer personal data to any third-party technology partner located outside of the United Kingdom or European Economic Area.

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5.6 The Company shall notify the Customer without undue delay after becoming aware of any breach of Data Protection Legislation relating to the Personal Data. Such include information on the nature of the breach and the data involved:

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• 5.6.1 Describe the categories and approximate number of individuals concerned and the likely consequences. 

• 5.6.2 Describe the measures taken or proposed to be taken to address the issue; and provide contact detail for the Customer to obtain more information on the issue; 

 

5.7 The Company shall, at the choice of the Customer, delete or return all personal data to the Customer when the provision of the Services has been concluded, except where the Company is required to retain any such personal data under any separate legal obligation. 

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• 5.7.1 The Company shall make available to the Customer such information as the Customer may reasonably request in relation to demonstrating compliance with Data Protection Legislation,and shall participate in audits and inspections where reasonably requested by the Customer in relation to the demonstration of such compliance. 

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5.8 The Customer shall ensure that it has a lawful basis for transferring the relevant personal data to the Company, allowing the Company to lawfully use, process, and transfer the Personal Data on the Customer's behalf in accordance with the Agreement. The lawful basis for processing personal data shall be determined based on applicable Data Protection Legislation and the legitimate interests pursued by the Customer, rather than relying solely on obtaining consent from relevant third parties.

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6. CUSTOMER OBLIGATIONS 

6.1 The Customer shall provide The Company with all necessary cooperation in relation to the Agreement and all necessary access to such information and equipment as may be required by The Company in order to provide the Services.

6.2 The Customer shall submit all Customer Data in accordance with any prescribed form and/or minimum requirements set out by The Company from time to time. 

6.3 The Customer shall comply with all applicable laws and regulations with respect to its activities under the Agreement and shall carry out all other Customer responsibilities set out in the Agreement in a timely and in an efficient manner. 

6.4 The Customer shall ensure that the Authorised Users use the Services and the Documentation in accordance with the terms of the Agreement and shall be responsible for any Authorised User’s breach of the Agreement.

6.5 The Customer shall obtain and shall maintain all necessary licences, consents, and permissions necessary to enable it to receive the Services from The Company. 

6.6 The Customer shall ensure that its network and systems comply with any relevant specifications provided by The Company from time to time and be solely responsible for procuring and maintaining its network and internet connections.

6.7 The Customer shall notify the Company if they do not wish to renew the contract at least 30 days before the date at which the contract is due to end. The Company will automatically renew the contract after the initial period unless they receive instructions from the customer not to renew it.
 

7. THE COMPANY OBLIGATIONS

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7.1 The Company warrants that the Services will be conducted in accordance with the Documentation in all material respects, adhering to industry best practices and employing reasonable skill and care. The platform will be designed to be fit for its intended purpose, meeting all specified requirements in all materials respects, and complying with the service level agreements shared with the customer upon subscribing to the service. These agreements will be subject to periodic review to ensure consistent adherence to the specified standards.

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7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to The Company’s instructions, or modification or alteration of the Services by any party other than The Company or The Company’s duly authorised contractors or agents. If the Services do not conform to this undertaking, The Company warrants that, at its expense, it will use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. 

 

7.3 Notwithstanding the terms of clause 7.1, The Company: 

 

• 7.3.1 Does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer or Authorised Users through the Services will meet the Customer’s requirements. 

• 7.3.2 Is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 

7.4 This Agreement shall not prevent The Company from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement. 

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7.5 The Company warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement. 

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8. DEVICES 

8.1 The Company shall provide the Devices for installation within Customer vehicles as stated in the Services Confirmation. Devices are only provided for use with the Services. 

8.2 The Customer shall bear the cost of installing Devices within their vehicles. The pricing for such installations, as set by our preferred installation partners, will be communicated to the Customer in advance. The Company is not the service provider for installation, but the Company has established partnerships with professional installers whose prices will be communicated to the Customer prior to engaging the installation service. It is not mandatory for the Customer to use our partners for installation, and they may opt to engage their own installers or establish a direct relationship with our partners. Any faulty Devices with manufacturing fault discovered during installation or use will be replaced as per agreed SLAs between the Company and the Customer, at no additional cost to the Customer, subject to a verification by our installation partner to eliminate any misuse or tampering of the Devices and warranty period of 3 years. The Customer must promptly upon becoming aware of the issue test and report any faults to the Company for appropriate action or service calls. So long as the Company repairs or replaces faulty Devices as above, the Company will not be held responsible for loss of profit, failure to recover stolen vehicles or any indirect losses resulting from device faults.

8.3 Subject to Clause 8.4 The Company warrants that the Devices will be of satisfactory quality and reasonably fit for their purpose. Devices that do not conform to the warranty provided above, shall be replaced at no cost to the Customer with no additional labour charges. Replacement of the Devices in accordance with this Clause 8.3 shall constitute the Supplier's maximum liability for breach of warranty. 

8.4 The warranties contained in Clause 8.3 are personal only to the Customer, may not be transferred and shall not apply to defects or failure due to: 

• 8.4.1 Improper storage or treatment of the Devices. 

• 8.4.2 Accident, neglect or misuse of the Devices (unless by The Company), including without limitation improper use of the Devices.

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9. RIGHTS IN THE SERVICES

9.1 All intellectual property rights in the Services and Documentation are owned by or validly licensed to The Company. The Services and Documentation are proprietary to The Company (or the appropriate third party rights owner) and the Customer and Authorised Users acquire no rights in or to the Services and Documentation other than those expressly granted by the Agreement. 

9.2 Software and Documentation provided in relation to the Services are provided solely in relation to the Customer’s or Authorised Users’ use of the Services in accordance with the Agreement and are not provided, or to be used, for any other purpose. 
 

10. PAYMENT AND OFFERS 
 

10.1 The Customer shall pay the Fees to The Company for the Services and Devices in accordance with this clause 10 and the Services Confirmation. Where payment is not made in Sterling, The Company shall be entitled to recover the Sterling currency exchange costs from the Customer. 

10.2 The Customer shall provide to The Company valid, up-to-date and complete credit card or direct debit details acceptable to The Company and/or any other relevant valid, up-to-date and complete contact and billing details. 

10.3 If the Customer provides its credit card details or bank direct debit details to The Company, the Customer hereby authorises The Company to bill such credit card or bank account on or after the Effective Date for Fees payable. 

10.4 If The Company has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of The Company: 

 

• 10.4.1 The Company may, without liability to the Customer or Authorised User, disable the Customer’s or Authorised Users’ passwords, accounts and access (where applicable) to all or part of the Services and the Company shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 

•  10.4.2 Interest shall accrue on such due amounts at an annual rate equal to 2% over the then current base lending rate of the Bank of England at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 

 

10.5 All amounts and fees stated or referred to in the Agreement shall be payable in the currency set out in the Services Confirmation, are non-cancellable and non-refundable, and are exclusive of value added tax, which shall be added to The Company’s invoice(s) at the appropriate rate. 

 

10.6 The Company reserves the right to increase prices in line with inflation on each 12 month anniversary of the signing of this contract in line with the CPI index. Any increase shall be capped at 8%. However, any price changes or changes to your packages plans will apply no earlier than 30 days following notice to you. 

 

10.7 Promotional Offers: We may from time to time offer special promotional offers and plans. Offer eligibility is determined by The Company at its sole discretion and we reserve the right to revoke an offer. The eligibility requirements and other limitations and conditions will be disclosed when you sign-up for the Offer or in other communications made available to you.

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11. CONFIDENTIALITY 

11.1 Both during and for two years after the termination of the Agreement, each party (“Receiving Party” or ‘’customer’’) shall keep in strict confidence any information that is proprietary or confidential and is either clearly  labelled as such or which ought reasonably to be treated as confidential, including the existence and terms of the Agreement, all technical or commercial know-how, trade secrets, business information (including information relating to customers, clients, suppliers, plans, intentions, market opportunities, operations, products, processes and designs), technology, software, specifications, inventions, processes or initiatives which are of a confidential nature  and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain (“Confidential Information”). 

11.2 The Receiving Party shall restrict disclosure of such Confidential Information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Agreement, and shall ensure that such employees, agents or subcontractors are subject to obligations of 

confidentiality corresponding to those which bind the Receiving Party. This clause “Confidentiality” shall survive termination of the Agreement.

11.3 This clause 11 shall not apply to the disclosure of Confidential Information which: 

 

• 11.3.1 Is now in, or hereafter comes into, the public domain otherwise than as a result of a breach of this clause 11. 

• 11.3.2 Was obtained or acquired in circumstances under which the receiving party was not bound by any form of confidentiality obligation. 

• 11.3.3 It is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the Disclosing Party to limit disclosure to such authorised persons to the extent necessary). 

 

11.4 Notwithstanding the terms of clause 11.1 and 11.2 above, the Company shall not reference the Customer as being a customer of the Company in relation to its marketing activities without the prior written consent of the Customer. Any such references or marketing materials shall be subject to the approval of the Customer, who reserves the right to review and request modifications to the content before its release. The Customer acknowledges that it is not obligated to grant consent for any or all marketing activities proposed by The Company

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12. INDEMNITY 

12.1 The Customer shall defend, indemnify and hold harmless the Company against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's or Authorised Users’ use of the Services or Documentation contrary to the Agreement, provided that: 

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• 12.1.1 The Customer is given prompt notice of any such claim. 

• 12.1.2 The Company provides reasonable co-operation to the Customer in the defence and settlement of such a claim, at the Customer's expense. 

• 12.1.3 The Customer is given sole authority to defend or settle the claim. 

 

12.2 Subject to clause 13, the Company shall defend the Customer, and if applicable, its officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgement or settlement of such claims, provided that: 

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• 12.2.1 The Company is given prompt notice of any such claim. 

• 12.2.2 The Customer provides reasonable cooperation to the Company in the defence and settlement of such a claim, at the Company’s expense. 

• 12.2.3 The Company is given sole authority to defend or settle the claim. 

 

12.3 In the defence or settlement of any claim, the Company may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 90 Business Days notice to the Customer without any additional without prejudice to any right or remedies which the Customer may be entitled by reason of such early termination. 
 

12.4 In no event shall the Company, its employees, agents and subcontractors be liable to the Customer to the extent that the alleged infringement is based on: 
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• 12.4.1 A modification of the Services or Documentation by anyone other than the Company. 

• 12.4.2 The Customer's or Authorised Users’ use of the Services or Documentation in a manner contrary to the instructions given to the  Customer by the Company; 

• 12.4.3 The Customer's or Authorised Users’ use of the Services or Documentation after notice of the alleged or actual infringement from the Company or any appropriate authority. 

12.5 The foregoing and clause 13.4 state the Customer's sole and exclusive rights and remedies, and the Company’s entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality. 

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13. LIMITATION OF LIABILITY 

13.1 This clause 13 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer or Authorised User in respect of: 

• 13.1.1 Any breach of the Agreement however arising; 

• 13.1.2 Any use made by the Customer or Authorised Users of the Services; and 

• 13.1.3 Any representation, statement or delictual act or omission (including negligence) arising under or in connection with the Agreement. 

 

13.2 Except as expressly and specifically provided in the Agreement: 
 

• 13.2.1 The Customer assumes sole responsibility for its use of the Services and acknowledges that use of the Services does not guarantee the Customer any improvement in its business efficiencies; 

• 13.2.2 The Company shall have no liability for any damage or loss of revenue caused by errors or omissions in any information, instructions or scripts provided to the Company by the Customer or Authorised Users in connection with the Services or any actions taken by The Company at the Customer's or Authorised Users’ direction; 

• 13.2.3 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; 

• 13.2.4 The Services and Documentation are offered to the Customer and Authorised Users without any warranties or guarantees other than those expressly set out herein.

 

13.3 Nothing in these Terms and Conditions shall exclude any liability of the Company for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation. 
 

13.4 Subject to the provisions outlined in clause 13.3 and unless otherwise specified, the Company shall not be liable for any loss of business, loss of profit, loss or corruption of data, or any indirect or consequential loss, whether arising from the Agreement or in connection with the Services rendered.
 

13.5 The parties acknowledge and agree that any dates quoted for delivery of the Services are approximate only, and that the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Services that is caused by an event, circumstance or cause outside the control of the Company or the Customer’s failure to provide the Company with adequate delivery instructions. 

13.6 The Customer shall have adequate insurance in place in relation to its potential liabilities in relation to the Agreement and shall promptly provide evidence of such when requested to do so by the Company. 
13.7 The Company will not be liable for any accidents, personal injury, property damage or losses to the customer, their customers or any third party, in the event where the vehicle immobilisation functionality in the system has been used by the customer.

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14. MISCELLANEOUS 

14.1 ELECTRONIC COMMUNICATIONS: You agree that any notice, agreement, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. 

14.2 COMMUNICATE WITH THE CUSTOMER: You agree that the Company will email/ contact you to set up a demo or send across material/newsletter relevant to your interests. 

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15. TERM AND TERMINATION 

15.1 The Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with Clause 15.2 or 15.3, shall continue for the Term. 
 

15.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other if: 

 

• 15.2.1 In the event that the other party commits a material breach of any terms of the Agreement, including poor or undelivered services, and if such a breach is capable of being remedied, they must initiate necessary actions to rectify the breach within 14 days after receiving written notice of the breach. 

• 15.2.3 The other party is insolvent within the meaning of section  12 of the Insolvency Act 1986; 

• 15.2.4 The other party ceases, or threatens to cease, to trade. 

 

15.3 The Customer has the right to terminate the Agreement by issuing written notice, including through email, providing a standard 90-day cancellation period. Should the contract be terminated prematurely, The Company reserves the right to request the Customer to settle the remaining balance for the full contract duration, unless The Company chooses to waive this requirement at its sole discretion. Furthermore, if the Devices were leased, the Customer shall be obligated to return the leased Devices at their own expense. In contrast, if the devices were not leased, the Customer is not required to return them.

 

15.4 On termination of the Agreement for any reason: 
 

• 15.4.1 All rights to use the Services granted under the Agreement shall immediately terminate; 

• 15.4.2 Each party shall return and make no further use of any equipment (including Devices), property, documentation, and other items (and all copies of them) belonging to the other party; 

• 15.4.3 The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced; 

• 15.4.4 The Customer shall have 30 days from termination to retrieve Customer Data from the Platform, after which time it shall be deleted by The Company. 

 

16. DISPUTE RESOLUTION

 
16.1 In the event the parties are unable to resolve a dispute between them arising out of or relating to the Agreement, and except for claims for an interdict or other similar relief, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by the Centre for Effective Dispute Resolution and the mediation will take place at such a location agreed by the parties (or by the mediator in the event parties cannot agree). The mediation agreement referred to in the Model Procedure shall be governed by Scots law. 

16.2 If the dispute is not settled by mediation within 10 days of commencement of the mediation or within such a further period as the parties may agree in writing, the parties shall be free to seek to resolve the dispute by such other means subject always to clause 21. 
 

17. MODIFICATION TO THE AGREEMENT 

17.1 The Customer Agreement will remain in effect for the specified term, unless both parties agree otherwise through electronic communication. Any changes to the agreement require mutual consent and must be made in writing through electronic communication by authorised representatives of the Company and the Customer. If the Customer disagrees with the proposed changes, they must inform the Company via electronic communication expressing their disagreement with the new terms and conditions within 14 days of receiving the communication in which circumstances the Agreement will continue till the expiry of the contract and the requested changes will not apply. However, in the event of the Customer not agreeing to these changes in the terms, the Company reserves the right to terminate the contract giving notice to the Customer in line with clause 15.
 

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18. PRIVACY POLICY 

18.1 The Company takes your privacy seriously. Any information submitted on or collected through The Company’s website is subject to our Privacy Policy , the terms of which are incorporated into these Terms of Use. 

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19. GENERAL 

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19.1 The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assignees). 

19.2 If The Company chooses to waive any particular right it has under the Agreement on any particular occasion, this does not prevent it from exercising that right on another occasion. 

19.3 If any part of the Agreement is held by a court of law (or similar forum) to be invalid or unenforceable, this shall not affect the validity or enforceability of the rest of the Agreement. 

19.4 The Company shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control. 

19.5 The Customer is not entitled to transfer or assign its rights and obligations under the Agreement to any third party without the prior written permission of The Company, except where such transfer or assignment is made to an Affiliate of the Customer, subject to compliance with the conditions set forth in this clause. The Company may transfer its rights and obligations under the Agreement, including the assignment to an Affiliate, by giving written notice of such transfer to the Customer.

19.6 Nothing in the Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 

19.7 All notices required or permitted under the Agreement will be in writing and given by email to the addresses set out in the Service Confirmation or such other email addresses as parties may use to intimate each other from time to time. Any such notice shall be deemed to have been duly received when confirmation of completion of its transmission has been recorded by the sender’s email system. 

19.8 The Agreement, including the Services Confirmation referencing these Terms and Conditions, constitutes the complete and exclusive understanding and agreement between Customer and the Company regarding its subject matter and supersedes all prior or other agreements or understandings, written or oral, relating to its subject matter (including any proposal The Company may have issued to the Customer). Each party acknowledges that, in entering into the Agreement it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to the Agreement or not) other than as expressly set out in the Agreement. 
 

20. LAW AND JURISDICTION 

20.1 This Agreement shall be governed by Scots law. If either party requires to raise court proceedings in relation to any such dispute then the Scottish courts shall have exclusive jurisdiction under the Agreement in relation to those proceedings.