Terms and Conditions
Terms and Conditions
1. Definitions:
1.1 In these Terms of Trade.
“Contract” Means the Contract between the Customer and RemoteAssetManagement for the supply and installation of a vehicle mounted Telematics System and or any additional items as described on any OrderForm as presented and endorsed by the Customer.
“Customer” Means any individual, sole Trade, partnership or company which has signed a Contract to have supplied and installed any such Equipment as described in the Order.
“Equipment” Means the VMDU’s and any other hardware supplied under this Contract.
“Finance Company” Means a recognised financial institution or bank who, as part of their normal business activities, provides finance under Lease and Rental agreements whomRemoteAssetManagement has made arrangements to provide finance for Customers who meet the Finance Company’s lending criteria.
“Installer” Means the person or persons or appointed agent who has been authorised by RemoteAssetManagement to install Equipment as Ordered in a professional and competent manner.
“RemoteAssetManagement” Means RemoteAssetManagement Limited of Intell House, Madison Court, George Mann Road, Leeds LS10 1DX or its successor in business.
“VMDU” Means a vehicle mounted satellite tracking and data transfer unit as supplied by RemoteAssetManagement and/or its agents.
“OrderForm” Means the document that contains the instruction to supply all such goods and services to the Customer and which incorporates and states RemoteAssetManagementTerms of Trade.
“Rental/Purchase Period” Means a period of not less than 5 years unless otherwise stated on the Order document and will apply from the point the first vehicle installation is completed.
“Software” Means the Computer program supplied by RemoteAssetManagement for the purpose of vehicle tracking and reporting and installed on the Customers designated computer Equipment.
“System” Means the vehicle tracking and reporting System as supplied and supported by RemoteAssetManagement to include and without limitation; VMDU’s and software as supplied by the company.
1.2 Any reference in these Terms of Trade to the singular will be deemed to include the plural and vice versa. All headings to clauses are for the purpose of ease of reference and shall not affect the interpretation of these Terms of Trade in part or in their entirety.
2. Contract:
2.1 The Contract shall be made by the acceptance by RemoteAssetManagement of the Customers completed OrderForm, the acceptance of which will be signified by a counter signature upon such OrderForm by RemoteAssetManagement and or its duly authorised office/agent and such Contract will be subject to the Terms and Conditions of Trade as stated herein. The Contract shall be conditional on either (i) RemoteAssetManagement confirming that a Finance Company has agreed to provide finance facilities to the Customer for the purpose of the Contract and/or that RemoteAssetManagement agrees to provide such finance facilities itself (in either case it will be conditional on “Finance Confirmation”) or (ii) agreement has been made for the Customer to make outright purchase of the System under clause 3.2.2.
2.2 Once a signed and countersigned Order has been submitted by or on behalf of the Customer the Order therein is binding on the Customer and cannot be withdrawn. It is advised therefore that if the Customer should find any part of this Contract to be unclear, they should seek clarification prior to signing.
2.3 No variation of these Terms of Trade shall be binding unless express written agreement is sought and given by Remote Asset Management and in agreement with both the Customer and Remote Asset Management. At the request of the either party verification may be sought as to the validity of any persons’ position/status to grant such variance.
2.4 Except where specified in the Order or where the Terms of point 3.2.2 apply the Contract shall be for rental only of the System and no title in the Equipment or System shall pass to the Customer.
3. Finance/Payments:
3.1 On receipt of finance approval and confirmation Remote Asset Management will contact the Customer stating the Terms on which finance is to be made available. The Customer will enter into a lease agreement in a form and format presented by Remote Asset Management.
3.2 If Finance approval is not made to the Customer within 90 days from the date of the Order;
3.2.1 Remote Asset Management reserves the right to extend the period to whatever it deems necessary for finance confirmation to be sought. Or;
3.2.2 Remote Asset Management and the Customer may agree to continue with the Order, in which case the Order will become unconditional upon receipt of cleared and full balance funds (payment in full) of the total value of the goods and services as described in the Order, less full allowance for all monies paid for deposit required and any installation charges held by Remote Asset Management, (plus VAT at the prevailing rate) prior to installation and use of all such goods and/or services. Or;
3.2.3 In the event that such an extension is not granted or outright purchase is not made then such Contract will terminate after 120 days and all and any deposit or installation costs will be forfeit.
3.3 The first months lease rental and all installation charges will be paid to Remote Asset Management (who for the purpose of this Contract shall act as collection officers for an external lease company) at the completion of the Order.
4. Installation of the Equipment and System:
4.1 On receipt of all completed documentation and delivery of all Equipment to the Customer, or upon receipt of all moneys in exchange for such goods and/or Services under clause 3.2.2. Remote Asset Management will make contact with the Customer giving full details of the installation contractor who will make contact with the Customer with regard to installation of all VMDU’s and other Equipment to the Customers vehicles and Software as described in the Order.
4.2 The installer will contact the Customer directly to arrange a mutually suitable date(s) to make good the installation of all vehicle mounted Equipment. The timing of such installation and the dates allocated will be subject to (but not limited to) level of demand placed upon the services of any contractor. Should the contractor fail to adhere to the dates agreed the liability to claim will remain against the contractor and not extend to Remote Asset Management unless such contractor is a direct employee of Remote Asset Management. In all events any claim will be limited to the full value of the installation and will not extend to any subsequent losses however direct or indirect they may be. If any or all of the vehicles that are subject to installation are not available for the prescribed work to be carried out Remote Asset Management reserve the right to make additional charge (on a vehicle by vehicle basis) for such to take place (at a new date) at a cost not to exceed the original plus 25% surcharge or £80.00 whichever is the greater (not to be limited to one instance).
5. Hardware Requirement:
5.1 The Customer shall for the purposes of operating the System provide suitable computer Equipment of a minimum specification as defined on the Order. The computer Equipment will be maintained by the Customer in a fully operational and good working condition. The Customer will upgrade any such computer System as is required to accommodate any/all Software update which may be issued by Remote Asset Management from time to time. Upgrading of specification will not have any limitation to any singular or multiple part of such computer hardware and will extend to any/and all peripheral Equipment whether internal or external. Remote Asset Management will not be liable for any failure of any office based hardware however so caused. Remote Asset Management retain the right to make charge for reinstallation of their software due to failure of Customer hardware for a minimum of
£100.00 and a maximum not to exceed £250.00 in any one visit.
5.2 The Customer shall make available at least one suitably qualified and authorised member of staff to ensure the efficient operation of the software as installed. The Customer will be responsible for the training of future staff and/or Remote Asset Management will assume the position of trainer at a cost of not less than £300.00 but not to exceed £500.00 in any one visit. For the purpose of this contract the lesser amount shall apply to a visit not to exceed 4(four) hours and the upper to 1 (one) full working day as prescribed in Remote Asset Management’s terms and contract of employment with its employees.
6. Warranty (Equipment): If the Equipment and/or the software becomes inoperative during the term of the lease (rental/purchase) or develops faults of defective design, workmanship or components Remote Asset Management will at its own discretion replace or repair the Equipment/Software free of charge. Remote Asset Management will repudiate all obligation to this if the Equipment (or its installation) has been interfered, modified, repaired, transferred or tampered with or has been subject to a misuse or accident unless Remote Asset Management has given full written permission for the Customer to do so. The above shall be the sole remedy in respect of warranty claim in respect of the supply of defective Equipment and/or Software. Remote Asset Management reserves the right from time to time to alter/modify the operation, design or performance of the System.
7. Software Licence: The Customer undertakes to accept and sign the, and/or all, software licence(s) that accompany the Software and abide by its terms. That the software licence fee is payable yearly for the sum outlined in the Order. That failure to pay any such fee could result in disconnection from the service until such fee is paid. That the termination of service for the reasons of this point or any other point within this Contract will not constitute failure of service from Remote Asset Management and will not be accepted as reason to stop or delay any other payments
relating to this Order for the benefit of Remote Asset Management and/or its agents or any external finance house to whom a lease has been raised against this Order.
8. Limitation of Liability:
8.1 Without prejudice to clauses 8.2 & 8.3 below, the liability of Remote Asset Management whether in Contract, tort (including negligence) or otherwise for any loss or damage suffered by the Customer as a result of any defect, delay or other defect in relation to the System and/or the installation of Equipment and/or the operation of the Software shall be limited to the payment by Remote Asset Management of damages which shall not exceed such sum as is equal to the outstanding payment on the System to the end of the Rental Purchase period provided that where such period is greater than 12 months, the period to be taken into account in assessing such limitation of damages shall be limited to a 12 month period.
8.2 Remote Asset Management shall not be liable for any loss/damage as a result of Software or Equipment being tampered with, repaired, modified or transferred to another vehicle/PC by any other person other than a person expressly authorised by Remote Asset Management.
8.3 Remote Asset Management shall not be liable for any loss of revenue, profit or business or for any special indirect or consequential loss, in either case whether suffered by the Customer or any other person provided that nothing in these Terms shall limit Remote Asset Management’s liability to personal injury or death resulting from its negligence.
8.4 That the functionality of the System is subject to the availability and the geographic coverage of GPRS airtime as supplied by Remote Asset Management or the Customer.
8.5 NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF THE CONSUMER.
9. Assignment: The Customer may not assign this agreement or any right hereunder without the prior written consent of Remote Asset Management. Remote Asset Management shall be entitled to assign this agreement to any third party.
10. Data Protection:
10.1 In this clause 10.1, the terms “data”, “personal data”, “process(ing)”, “data controller” and “data processor” shall have the same meaning as in the Data Protection Act 1998 and any modification or re-enactment thereof. “RAM Purposes” means any of RAM’s own processing purposes (including commercial purposes) of any data or other information arising out of or in connection with the Contract in anonymised form and/or the ability toaggregate, use and/or share with third parties any such anonymised data for any purpose whether or not in relation to the Contract. “Data Protection Laws" means all privacy laws applicable to the personal data which is processed under or in connection with the Contract, including without limitation the Data Protection Act 1998, EU Directive 95/46/EC and 2002/58/EC and all regulations made pursuant to and in relation to such legislation together with all codes of practice and other guidance on the foregoing issued by the Information Commissioner, all as amended or replaced from time to time.
(a) The parties acknowledge that RAM may have access to personal data in respect of which the Customer is the data controller and RAM is the data processor when carrying out its obligations under the Contract.
(b) The Customer warrants and agrees that:
(i) it has all necessary consents and authorisations (including,without limitation, from individual vehicle operators)to lawfully collect and process personal data as envisaged pursuant to performance of this Contract (including to enable it to share such personal data with RAM and for RAM to use it on behalf of Customer accordingly including when anonymising such personal data);
(ii) RAM is entitled to anonymise Customer personal data and use it for RAM Purposes;
(iii) it shall comply with all applicable Data Protection Laws in relation to such processing by it or on its behalf;
(iv) it will not cause RAM to be in breach of any Data Protection Laws whether by reason of any act or omission by the Customer or any of its directors, governors, officers, employees or subcontractors; and
(v) itshall obtainall necessary consents and authorisations (including, without limitation, from individual vehicle operators) for RAM to anonymise Customer personal data and then use it for RAM Purposes (using such terms or wording as RAM reasonably provides and requires from time to time).
10.2
(a) The person signing up to the Contract (“You”) acknowledges that you are, or are authorized toact on behalf of, the Customer and you must ensure that you are authorised to provide all personal information which relates to any third parties. Your information shall be used to provide the service as agreed to under this Contract and will be passed to our finance company in order to ascertain risks associated with offering credit to the Customer and for finance facilities to be provided.
(b) When you wish to enter into a Contract with Remote Asset Management (company number 05224605), Remote Asset Management and/or its servants and agents, including without limitation its appointed finance company (“RAM”) will check the following records about you and your business partners:
(i) RAM’s own records;
(ii) personal and business records at credit reference agencies (“CRAs”). When CRAs receive a search from RAM they will place a search footprint on your business credit file that may be seen by other lenders and other companies unrelated to us (such as other CRA customers). CRAs supply to RAM both public (including the electoral register) and fraud prevention information;
(iii) those at fraud prevention agencies (“FPAs”); and
(iv) if you are a director, RAM will seek confirmation, from CRAs that the residential address that you provide is the same as that shown on the restricted register of directors’ usual addresses at Companies House. RAM may also make enquiries with those persons that you have nominated as trade references.
(c) RAM will make checks such as: assessing this application for credit and verifying identities to prevent and detect crime and money laundering. RAM may also make periodic searches at CRAs and FPAs to manage your account with Remote Asset Management (for example, if we increase your credit limit). Information on applications will be sent to CRAs and will be recorded by them - including information on your business and its proprietors and CRAs may create a record of the name and address of your business and its proprietors if there is not one already. Credit searches and other information about you which is provided by us to the CRAs may be used and disclosed by CRAs to other companies unrelated to us for the purposes mentioned above and to enable those other companies to trace your whereabouts, recover debts that you owe and verify your identity.CRAs may also use the information referred to in this regard for the purpose of statistical analysis about credit ratings.Where you borrow from RAM, RAM will give details of your accounts and how you manage it/them to CRAs. If you borrow and do not repay in full and on time, CRAs will record the outstanding debt. This information may be supplied to other organisations by CRAs and FPAs to perform similar checks and to trace your whereabouts and recover debts that you owe. Records remain on file for 6 years after they are closed, whether settled by you or defaulted.
(d) If you give RAM false or inaccurate information and RAM suspects or identifies fraud RAM will record this and may also pass this information to FPAs and other organisations involved in crime and fraud prevention. If you have borrowed from RAM and do not make payments that you owe to RAM, RAM may trace your whereabouts and recover debts. RAM may use third parties to help it to trace you and/or to recover payment from you, including through legal proceedings and enforcement. RAM and other organisations may access and use from other countries the information recorded by fraud prevention agencies.
(e) The information in this section is condensed. Your data may also be used for other purposes for which you give your specific permission or, in very limited circumstances, when required by law or where permitted under the terms of the Data Protection Act 1998. If you would like to read the full details of how your data may be used please ask one of our members of staff. You can contact the CRAs currently operating in the UK (CallCredit, Equifax and Experian); the information they hold may not be the same so it is worth contacting them all. They may charge you a small statutory fee.
11. Force Majeure: Remote Asset Management shall not be liable for any delay for performing any of its obligations or any failure of the System to perform any of its functions under these Terms caused by force majeure including, but not limited to, act of God, insurrection or civil disturbance, civil disorder, civil disobedience, war or military operations, national or local emergency, acts of omissions of government, highway, regulatory or other competent authority, unofficial or otherwise unlawful industrial action of any kind, environmental conditions, sever inclement weather and any other cause beyond the reasonable control of Remote Asset Management.
12. Governing Law: These Terms shall be governed by the laws of England to the jurisdiction of whose court.
13. Notices:
13.1 Any notices given or made pursuant to these Terms of Trade shall be in writing.
13.2 Any such notice shall be addressed in the case of office and in the case of the Customer to the address on the Order Form and shall be deemed to have been duly given or made as follows:-
(a) If sent by first class post two clear business days after posting: and
(b) If sent by facsimile when dispatched.