Quartix Inc, Terms and Conditions of Use
All contracts, orders, invoices, estimates, quotes or confirmations (each a “Contract”) in connection with the sale, use, utilization or rental of Products or Services supplied by Quartix Inc. (“Quartix”) are deemed to include these Terms and Conditions of Use (the “Terms”), which shall prevail over any other document or communication between the parties unless otherwise agreed in writing. For the purposes of this document: (i) the term “Products” shall include vehicle tracking systems, cables and any ancillary equipment which Quartix has supplied under a Contract; (ii) the term “Services” shall include, as applicable, delivery, installation, repair and replacement of Products and the provision of data, reports and other information by any medium which Quartix has supplied under a Contract; (iii) the term “SIM” shall mean any subscriber identity module used in any of the Products; (iv) the term “Customer” shall mean any company, partnership, association, entity or individual entering into a Contract; (v) “Quartix Group Company” shall mean Quartix Holdings plc and any company from time to time in which it directly or indirectly owns or controls the voting rights attached to not less than 50% of the issued ordinary share capital; and (vi) “Underlying Carrier” shall mean any designated, regulated, operator that has been licensed to establish and operate any network (in a respective regulated market), which Quartix uses to provide the Services. 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. Customer agrees that these Terms represent the entire agreement between it and Quartix. 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, or sent to the respective e-mail address set forth on the Contract. The headings and sub-headings within these Terms are for convenience of reference and shall not form part of, or affect the interpretation of, these Terms. The Terms may be revised at the sole discretion of Quartix upon 30 days written notice to Customer as provided herein or by posting revised Terms on Quartix’s website at www.quartix.com/fleet-tracking-prices/terms-and-conditions.php. In the event Customer does not notify Quartix of non-acceptance of such revisions within such timeframe, Customer will be bound by such revised Terms. In any event, non-acceptance will not result in cancellation of any Contract, which shall govern all termination and cancellation as set forth therein.
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 the applicable Contract. If not stated, the validity period is 30 days. Unless otherwise stated on the Contract, payment of all amounts shall be made within 30 days of the date set forth in the Contract or before any due date for payment shown therein. In no event shall payment be due later than 60 days after the delivery date of the applicable Products, whether or not such Product is installed. If any payment is not made by the Customer by the due date, or in the case Customer does not contact Quartix after Quartix makes 5 attempts to contact Customer regarding payment or installation, as applicable, Quartix reserves the right to take any one or more of the following actions: (i) accelerate all amounts due under the Contract; (ii) repossess the Product, which shall be made available to Quartix by Customer; (iii) terminate all Services; and (iv) charge interest at the rate of 4% above the Bank of America’s base rate until payment is received in full. If it is agreed between the parties that payment is to be made by automated debit of a credit card or bank account, then the Customer agrees to maintain valid and up-to-date account information with Quartix. An administration charge of $30 will be made in the case of each failed or cancelled debit in addition to interest charges. The Customer is responsible for sales tax and any other taxes or governmental fees associated with all orders. Any unpaid amounts may be referred to a third-party debt collector together with all pertinent Customer information as permitted by law. Customer hereby grants Quartix permission to file a UCC-1 financing statement against Customer on all Products until, as applicable, Products are returned or full payment is made therefor in the case of Customer’s purchase of Products.
Delivery and Installation
All delivery times and dates are approximate, but Quartix shall use its reasonable endeavours to respect them. Delivery shall be complete if, within 24 hours of delivery of Products, Customer does not notify Quartix of rejection thereof. 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. Customer acknowledges that installation shall be carried out by either Customer or third parties, and as such (i) Quartix shall not be liable for any loss or damage whatsoever, arising directly or indirectly, as a result of any negligence or failure of Customer or such third party in installing the Products, and (ii) Customer’s sole remedy for any such negligence or failure shall be solely against such third party, as applicable. Quartix will not provide removal service and the Customer is responsible for any costs associated with removing the rental Product for return at the end of the contract.
Title and Risk
Title in Products purchased by the Customer passes upon full payment. Where free of charge replacement Products are issued, title in these Products passes on installation of the Products, which must happen within 60 days of shipment unless a different timeframe is mutually agreed by Quartix and the Customer. Until title passes, the Customer must insure and store the Products separately and maintain them in good order. Quartix shall not be liable in any way for damage to or loss of the Products once the Customer has taken delivery.
Title in Products rented by the Customer (including replacement rental Products) 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. Quartix will not provide removal service and the Customer is responsible for any costs associated with removing the rental Product for return. All ongoing payments under any applicable Contract shall continue on a monthly basis until such time as all Products have been returned to Quartix in good working order. Title in the SIM shall remain vested in Quartix, or its provider of SIMs, 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 retains all intellectual property in the Products and Services. Copyright and all other intellectual property rights associated with the Products or Services (the “Information”) are owned by Quartix or the licensors thereof. The Customer may use Information retrieved from the Services only for its own internal, legitimate purposes in the ordinary course of business which means that the Customer may not sell, resell, retransmit, decompile, reverse engineer make the Information retrieved from the Services available in any manner or on any medium to any third party, or otherwise utilize the Information unless the Customer has obtained Quartix’s prior written consent.
The Customer shall not remove, or permit or allow others to remove, any SIM from any of the Products. The Customer is responsible for the loss or theft and any consequent (including fraudulent or improper) usage of the SIMs.
Both Quartix and the Customer must treat all information received from the other marked ‘Confidential’, or which is reasonably obvious to be confidential, as it would treat its own confidential information, but with no less than reasonable care. Information that is to be considered confidential includes, but is not 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. Notwithstanding the foregoing, in the event Quartix is required by law or requested by law enforcement to disclose any information which would otherwise be considered confidential, Quartix may, in order to comply with such requirement or request, disclose same to the extent necessary to do so.
For information about Quartix’s privacy practices, please read Quartix’s privacy policies at www.Quartix.com/Privacy. These policies explain how Quartix treats personal information and protects privacy, subject to these Terms.
NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT QUARTIX’S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. ONLY THE LIMITATIONS THAT ARE LAWFULLY APPLIED TO THE CUSTOMER IN HIS JURISDICTION WILL APPLY, AND QUARTIX’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. WITHOUT PREJUDICE TO ANY OTHER PROVISION OF THESE TERMS, IN ANY EVENT 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 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 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. QUARTIX SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY ECONOMIC, SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS OR ANTICIPATED SAVINGS), EVEN IF QUARTIX WAS AWARE OF THE POSSIBILITY THEREOF. CUSTOMER, ON BEHALF OF ITSELF AND ANY USERS OF THE PRODUCTS OR SERVICES, AGREES THAT IT SHALL LOOK ONLY TO THE ASSETS OF QUARTIX AND NO OTHER PERSON OR ENTITY FOR ANY POTENTIAL CLAIM HEREUNDER, REGARDLESS OF THE CAUSE THEREOF. WITHOUT PREJUDICE TO ANY OTHER PROVISION OF THESE TERMS, AND TO THE EXTENT ALLOWED BY LAW, CUSTOMER SHALL INDEMNIFY AND HOLD HARMLESS QUARTIX, EACH QUARTIX GROUP COMPANY, EACH UNDERLYING CARRIER AND THE OFFICERS, EMPLOYEES, AND AGENTS OF QUARTIX, EACH QUARTIX GROUP COMPANY AND EACH UNDERLYING CARRIER AGAINST ANY AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION CLAIMS FOR LIBEL, SLANDER, INFRINGEMENT OF COPYRIGHT, OR PERSONAL INJURY OR DEATH, ARISING IN ANY WAY DIRECTLY OR INDIRECTLY IN CONNECTION WITH THE AGREEMENT BETWEEN QUARTIX AND ITS WIRELESS TELECOMMUNICATION AND INTERNET ACCESS SERVICES PROVIDER, OR THE USE, FAILURE TO USE, OR INABILITY TO USE THE SERVICES OR ANY ACCESS TELEPHONE NUMBER. THIS INDEMNITY SHALL SURVIVE THE TERMINATION OF ANY AND ALL CONTRACTS.
Quartix warrants to the Customer that the Products purchased will be free from material defects for a period of 12 months from delivery unless otherwise stated on the order confirmation. Should the Products be defective within this period, Quartix will repair or replace them, at Quartix’s discretion, within a reasonable time using components or replacements that are new, or equivalent to new. Where free of charge replacement Products are issued for any reason other than material defects, the Customer shall be obliged to maintain the Services for that Product for a minimum of six (6) months from the date of installation. In the event that the Customer chooses not to install the replacement Products, Quartix shall be entitled to require the Customer to return the Products at the Customer’s expense. In the case of Products rented from Quartix this warranty will continue for the duration of the Product rental. QUARTIX DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. QUARTIX FURTHER DOES NOT WARRANT 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. QUARTIX SHALL HAVE NO LIABILITY OR OBLIGATION TO THE CUSTOMER EXCEPT AS PROVIDED HEREUNDER. Should the Products be defective within the first thirty (30) days of delivery, the customer may return them and Quartix will refund price of same at Customer election. Quartix makes no warranty for the security or integrity of any connection or transmission used in the provision of the Services, nor any warranty that Products will be compatible with Customer’s own hardware or software. Quartix shall not be liable for and provides no warranty for any damage caused by the Customer or his representative or any third 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.
QUARTIX PRODUCTS, SOFTWARE AND SERVICES ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, WEAPONS SYSTEMS, LIFE-SUPPORT MACHINES OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE PRODUCTS, SOFTWARE OR SERVICES COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, “HIGH-RISK ACTIVITIES”). QUARTIX EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES.
A person who is not a party to this contract has no right to enforce any term of this Agreement and no intent is made that any party be a beneficiary hereof.
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 sub-contractors or sub-suppliers, shortage of labour or materials, confiscation or any other event (whether or not similar in nature to those specified) outside the reasonable control of Quartix.
Contract Duration and Termination
Quartix may terminate any Contract with the Customer if Customer commits a breach of these Terms and fails to remedy this within 30 days of written notice, or with immediate effect if the breach cannot be cured or if Customer does any act that might jeopardize the continuance of the Services. These Terms may not be amended or affected by any act of Customer, unless expressly consented to in writing by Quartix. The customer contract varies between 12 months and 36 months, as requested by the customer. Once the contract expires, Quartix will add the customer to a 1 month rolling contract, unless otherwise instructed. This means the customer does not automatically get entered onto another 12 – 36 months contract, but, if they wish, they can give 1-month notices of termination. Likewise, Quartix can at that point give 1 month notice of termination for any reason. Without prejudice to any other provision in these terms, and to the extent allowed by law, following termination of the agreement or the cancellation of the Services in respect of any individual Product under the agreement, the Customer shall dispose of purchased Products in line with the relevant State and Federal regulations and shall indemnify and hold harmless Quartix, each Quartix Group Company and the Officers, employees and agents thereof against any and all claims in respect of the Customer failing to comply with such disposal regulations. Quartix may at its discretion, on an annual basis, adjust any then-current prices as follows: The increase, if any, shall be calculated according to the percentage increase in the Consumer Price Index- All Urban Consumers (CPI-U) for the Northeast Region (data regarding this Index can be found on the U.S. Department of Labor, Bureau of Labor Statistics website). The increase, if any, shall be calculated by adding to the then current prices the sum obtained from multiplying such price by a fraction, the numerator being the CPI-U for the month 2 months prior to the month of price increase minus the CPI-U for the month 14 months prior to the month of price increase, and the denominator being the CPI-U for the month 14 months prior to the month of price increase. In no case shall the above calculation result in a decrease in pricing.
The Customer may not assign its 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 the laws of the State of Illinois, and shall be subject to the exclusive jurisdiction of the courts of Springfield, Illinois. The parties agree to waive, to the maximum extent permitted by law, any right to a jury trial with respect to any dispute or claim.
The Customer and Quartix will attempt to resolve any dispute or claim through face-to-face good-faith negotiation with persons fully authorized to resolve the dispute or through mediation utilizing a mediator agreed to by the parties, rather than through litigation. In the event that the parties are unable to resolve the dispute within 30 days of notice of the dispute to the other party, the parties shall be free to pursue all remedies available at law or in equity.
By acknowledging and agreeing to these Terms, the person doing so represents and warrants that he or she has authority to act on behalf of, and bind, Customer to this Agreement. Customer further agrees that any person to whom Customer gives access to these Terms shall be deemed authorized to act on behalf of, and bind, the Customer.
Version 7 – 23/06/2021