Quartix Ltd. Terms and Conditions of Sale
All contracts for the sale or rental of products and/or supply of services made by Quartix Ltd (Quartix) (registered in England and Wales no. 4159907) shall incorporate these Terms and Conditions of Sale (the Terms), which shall prevail over any other document or communication between the parties unless otherwise expressly agreed in writing by a duly authorised representative of Quartix. For the purposes of this document the term Product shall include vehicle tracking systems and terminals, antennae, cables and any ancillary equipment and accessories, (including cameras), the term Non-Camera Products shall include Products other than cameras and camera consumables (such as batteries and SD cards), the term Services shall include delivery, installation, customisation, repair and replacement of Products and the provision of data, reports and other information by any medium, the term SIM Card shall mean any subscriber identity module used in any of the Products, and the term Customer shall mean any company, partnership, association or individual entering into a contract for the purchase or rent of Products or Services from Quartix. If any part of the Terms should be found to be invalid or unenforceable by a court or other competent authority, then the rest shall not be affected. Each of the parties agrees that these Terms, together with the other terms of the agreement into which they are incorporated, represent the entire agreement and understanding between them in relation to the subject matter of such agreement. Any notice to be given in respect of these Terms by either of the parties shall be in writing, and delivered to the registered office or principal place of business of the other.
PRICES AND PAYMENT TERMS
Prices are only valid if expressed in writing by Quartix and only for the quantity of Products and time period stated in its quotation or order confirmation. If not stated, the validity period is 30 days. Unless otherwise stated on Quartix’s order confirmation or invoice, payment of all invoiced amounts shall be made within 30 days of the date of invoice or before any due date for payment shown on the invoice. If any payment is not made by the Customer by the due date, Quartix reserves the right to charge interest at the rate of 4% above the Barclays Bank Plc base rate until payment is received in full. If it is agreed between the parties that payment is to be made by direct debit, then the Customer agrees to maintain a valid direct debit mandate with Quartix. An administration charge of £20 will be made in the case of each failed or cancelled direct debit in addition to interest charges. If the Customer agrees to lease or hire the Products from a third party such as a finance company, it is the Customer’s responsibility to ensure that all lease or hire agreements, payment guarantees, acceptance notes and initial payments are completed satisfactorily within 7 days of delivery. If the Customer fails to comply with this requirement or the 3rd party fails to pay Quartix within 30 days from delivery then Quartix shall invoice the Customer directly for the Products at its published prices and such invoice shall be payable by the Customer within 7 days.
Delivery and Installation
All delivery times and dates are approximate, but Quartix shall use its reasonable endeavours to respect them. Time shall not be of the essence, and Quartix shall not be liable for any loss or damage resulting from late delivery or from its failure to respect an appointment for installation. If the Customer delays the installation of any Products beyond 30 days from the date of the first Product installation for that order, Quartix shall be entitled to deliver the remaining Products to the Customer’s delivery address and the order shall be deemed to be complete. In the event that installation is carried out by the Customer or a person appointed by the Customer, Quartix shall not be liable for any loss or damage whatsoever, arising directly or indirectly, as a result of any negligence or failure to follow Quartix’s written instructions in installing the Products.
Title and Risk
Title in Products purchased by the Customer passes upon full payment and until then the Customer must insure and store the Products separately and maintain them in good order. Title in Products rented by the Customer shall remain vested in Quartix and these Products must be returned to Quartix at the expense of the Customer in good order at the end of such rental. Title in the SIM Card shall remain vested in Quartix, or its provider of SIM Cards, in all circumstances Risk in the Products passes to the Customer upon their delivery to the Customer’s designated delivery address, regardless of whether installation has been completed or not.
Quartix warrants to the Customer that the Non-Camera Products purchased will be free from defects for a period of 12 months from delivery unless otherwise stated on the order confirmation. Should the Non-Camera Products be defective within this period, Quartix will repair or replace them within a reasonable time using components or replacements that are new, or equivalent to new. In the case of Non-Camera Products rented from Quartix this guarantee will continue for the duration of the Product rental. Quartix does not warrant that the Products are fit for any particular purpose, nor that that the Services will be without disruption, nor that any reports, data or information provided as part of the Services will be free from errors, omissions, inaccuracies or nonconformities, and Quartix shall have no liability or obligation to the Customer in this respect except as provided hereunder. Quartix makes no warranty for the security or integrity of any connection or transmission used in the provision of the Services. Quartix shall not be liable for and provides no warranty for any damage caused by the Customer or his representative or any unauthorised 3rd party through incorrect installation, use, modification or repair of the Products, nor for any accidental or other damage to the Products caused by any party or external force.
INTELLECTUAL PROPERTY RIGHTS
Quartix retain all copyright, rights in inventions, rights in designs, database rights and other intellectual property rights in the Products and Services and the results of the Services. Nothing transfers or shall oblige Quartix to transfer to the Customer any such intellectual property rights, and all rights thereunder that are not expressly granted to the Customer in these Terms are reserved to Quartix. All intellectual property rights subsisting in the database accessible via the Services and each and every piece of information provided through the Services (the ‘Information’) is owned by Quartix or the providers of such information. The Customer may use Information retrieved from the Services only for his own purposes which means (without limitation) that the Customer may not sell, resell, retransmit or otherwise make the Information retrieved from the Services available in any manner or on any medium to any third party unless the Customer has obtained Quartix’s prior written consent. Quartix may use the Information, in an aggregated form, with data from other vehicles, to monitor road usage, provide information regarding traffic flow and journey times and to analyse general driving behaviour. This aggregated data, which shall contain no personal data or confidential information of the Customer, may be shared with or supplied to third parties by Quartix.
The Customer shall not remove, or permit or allow others to remove, any SIM Card from any of the Products. The Customer is responsible for the loss or theft and any consequent (including fraudulent or improper) usage of the SIM Cards. In the event that Quartix has reasonable grounds to believe that the Customer may be in breach of the provisions of this clause, Quartix may, at its sole discretion, discontinue the provision of Services to the Customer on any one or all of the Products supplied to the Customer.
Both Quartix and the Customer must treat all information received from the other marked ‘Confidential’, or which a reasonable person would understand to be confidential, as it would treat its own confidential information. Information that is to be considered confidential may include, but not be limited to: business plans, lists of customers, operational and technical data and product plans. The provisions of this clause shall survive the termination of any contract between the Customer and Quartix by three years.
Nothing in these Terms or elsewhere in any agreement into which these Terms are incorporated shall exclude or limit Quartix’s liability for death or personal injury caused by Quartix’s negligence nor its liability for fraudulent misrepresentation or otherwise insofar as such exclusion or limitation of liability is void, prohibited or unenforceable under applicable law; and any term that has the object or effect of excluding or limiting Quartix’s liability is subject to this sentence. Without prejudice to any other provision of these Terms, in any event (notwithstanding any other agreed terms) Quartix’s total liability for any one claim or for the total of all claims arising from one act of default on Quartix’s part (whether in tort, contract, negligence, under indemnity or otherwise) shall not exceed the total amount paid by the Customer for the Products or Services in respect of which a claim is made. In the case of any claim made against Quartix for disruption to the Services or any errors in the Information provided, Quartix’s liability (notwithstanding any other agreed terms) shall not exceed the total price paid by the Customer for the Services for the duration of any such disruption or errors and only in respect of those Products for which the Services were affected. Notwithstanding any other agreed terms, Quartix shall not be liable to the Customer (whether in tort, contract, negligence, under indemnity or otherwise) for any direct or indirect loss of revenues, profits, contracts, business, anticipated savings or other economic loss, or for any special, indirect or consequential losses.
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
Quartix shall not be liable to the Customer for non-performance or delay in performance of any of its obligations under these Terms or loss or damage of any Products due to acts of God, war, riot, civil commotion, embargo, strikes, fire, theft, delay in delivery or services of subcontractors or sub-suppliers, the non-performance of a subcontractor or sub-supplier under its terms of engagement with Quartix, shortage of labour or materials, confiscation or any other unforeseen event (whether or not similar in nature to those specified) outside the reasonable control of Quartix.
Quartix may terminate any contract with the Customer if he commits a material or persistent breach of these Terms and fails to remedy this within 30 days of written notice, or with immediate effect if the Customer does any act that might jeopardise the continuance of the Services.
The Customer may not assign his rights or obligations, in whole or in part, to any third party without Quartix’s written approval.
GOVERNING LAW AND JURISDICTION
This Agreement and these Terms shall be construed in accordance with English law, and shall be subject to the exclusive jurisdiction of the courts of England and Wales. The customer hereby consents to the jurisdiction of the Powys County Court for the resolution of any disputes.
Quartix’s Data Processing Terms, covering Quartix’s processing of personal data, form part of these Terms and Conditions of Sale and are available from Quartix Data Processing Terms or on request. Such terms shall apply to the exclusion of any other terms relating to the processing of personal data.