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Foretrack Vehicle Tracking - Terms and Conditions for the Supply of Fleet Management Services

The following definitions apply to these terms and conditions:

‘Agent’ is a third party organisation appointed by Foretrack to promote and or assist this service.

‘Fleet Management Services’, ‘FMS, or ‘the Service’ is the GPRS data transmission and the hosted internet based web management facility to include the standard features, reporting and customer alerts

‘FMSA’ or ‘agreement’ is the Fleet Management Services Agreement overleaf, of which these terms and conditions form part

‘Customer’ the person(s) or corporate body named in the FMSA

‘Foretrack’ is Foretrack, a division of Foresolutions Ltd, company number 01392996, registered office 35 City Industrial Park, Southern Road, Southampton SO15 7HG.

‘Equipment’ the equipment used by the customer in connection with FMS

‘Installation Charge’ the installation charge for each item of Equipment as set out on the FMSA.

‘FMS Charge’ the FMS charge for the services set out on the FMSA subject to adjustment as set out in these terms and conditions.

 

Fleet Management Services

Foretrack agrees to provide Fleet Management Services and the Customer agrees, for itself, and on behalf of persons authorised by the Customer, to utilise Fleet Management Services on these terms and conditions.

Foretrack may appoint third party organisations or individuals to promote the Fleet Management Services and to assist in the administration process of customers entering into this agreement.  A list of our appointed agents is available on request.

 

Provision of and use of the service

Acceptance of delivery is acceptance of these terms and conditions.

Service is not fault free and it may be impaired by, geographical, atmospheric or other conditions or circumstances beyond our control and you will be entitled to the quality of service generally provided by a competent vehicle tracking service provider

If you require email updates it is a requirement of this service that you provide us with a current email address and that you maintain this address and advise us promptly of any changes to it.  It is your responsibility to verify that your mailbox is in proper working order and you must assume the risk of all consequences for errors in sending and receiving email, unless caused by our negligence.

The customer shall pay the installation charge prior to the connection of Equipment to, and the provision of, FMS.

Foretrack’s approved installers will do their best to install the equipment within 2 weeks of delivery.  In the unlikely event of delay Foretrack will accept no liability for consequences or costs of such delay.

The FMS Charge will be chargeable after 2 weeks from the date of the delivery or from the date the device is installed, whichever is earlier, unless otherwise agreed in writing by Foretrack.

The customer shall pay the FMS charge, without deduction, set off or withholding within 14 days of the date of invoice.  Payment will be by direct debit unless Foretrack otherwise agree. 

We reserve the right to make a charge for our reasonable administration costs which we incur in the case of late payment or non payment of charges.   Without prejudice to the foregoing, if the Customer cancels a direct debit without our written authorisation then an administration fee of £100 will be payable by the Customer.

You are liable for all charges arising under this agreement whether incurred by you or anyone else using the FMS (with or without your knowledge)

By signing the agreement you accept a monthly FMS charge plus additional charges for text message alerts.

Text message alerts will be charged two months in arrears.  On termination of this contract you may not cancel your Direct Debit for a further three months to cover any outstanding charges for text message alerts yet to be billed.

Email alerts are provided as part of the FMS free of charge unless they are forwarded to a mobile phone as a text message, in which case they are chargeable.

Unless otherwise stated monthly charges incurred for periods of less than a month will be charged as follows: connections made between 1st and 15th of the month will be charged for a full month, connections made from 16th to 31st of the month will be charged for half a month.

Subject to a credit check, we may require prepayment upfront of 3 months service charge as deposit.

In order for applications to be processed, Foretrack must receive a faxed copy of your purchase order on company headed paper complete with Company Registration Number.  For your order to be dispatched Foretrack must receive a hard copy of the FMS agreement and the purchase order sent to us by 1st class post.  No orders will be dispatched until these have been received.

Applications will only be processed on receipt of correctly and fully completed paperwork.

This agreement commences, following acceptance of your application by Foretrack, on the day in which your tracking system is delivered.

This agreement shall be effective for 36 months.  The Customer may terminate this agreement on giving 3 months notice, such notice to be served  either on the 9 month or the 21 month anniversary of the commencement of this agreement.

At the end of the 36 month period, the agreement will continue unless the customer shall give not less than 3 months written notice or it is terminated pursuant to the termination provisions of this agreement.

Written notice to terminate this agreement at the end of the 36 months can be given in writing with not less than 3 months notice from the beginning of 33rd month.

We agree subject to acceptance by us of an order, to supply you with the services and equipment requested in your order subject to the terms and conditions of this agreement, and payment of the charges.  Any alternative terms appearing on or referred to in any other communication (whether oral, in writing or by electronic means) by you for the purpose of placing orders shall be ineffective

Notice to terminate your Agreement at the end of your contract must be in writing and delivered by hand or sent by registered post to us at: 35 City Industrial Park, Southern Road, Southampton SO15 7HG   

The notification must contain full details of all the devices to be disconnected, account holder signature and date.

The hardware equipment must be provided and supplied by Foretrack, no other hardware may be used under this agreement for connection to FMS.

The hardware equipment must be installed only by a qualified fitter approved by Foretrack.  The equipment must comprise the minimum components (including accessories, vehicle kits and antennae) recommended by Foretrack prior to connection.

Subject to these terms and conditions, if a fault occurs in the Equipment during the term of this agreement, we will repair the equipment at our premises free of charge.  To be eligible for this right of repair, whilst connected to the Foretrack network customers must only use, from the point of original installation, hardware, components, cables, antennas and fitters recommended and approved by Foretrack.  This also applies to any deinstallations and reinstallations when the customer must again only use Foretrack’s nominated components and fitters. 

Customers will be liable for all charges relating to de-installation and reinstallation, howsoever arising.

If faults occur to the tracking system as a result of hardware, components, cables and antennas other than those supplied and approved by Foretrack or unapproved installation then the right of repair will be void.  In such cases customers accept full liability and will be charged for replacement parts and equipment along with labour, including any IT support or diagnostic time, at an hourly rate set by us.

The right of repair does not apply if you or anyone else (with or without your knowledge) damages the equipment, or uses it for a purpose or in a context, other than in accordance with Foretrack’s instructions and advice.

Your acceptance of the equipment shall take place when you take delivery or possession of the equipment.  Risk in the equipment passes to you upon delivery.

Where a SIM card is provided and fitted to the device for the Customer’s use, the SIM card shall remain the property of Foretrack on loan to the customer for use only in relation to FMS. 

Any SIM card provided must be returned on the suspension or termination of FMS. 

Risk and responsibility for the SIM card rests with the Customer, who undertakes to keep the SIM card secure.  Any loss, theft or damage to a SIM card must be reported to the agent listed on the FMSA immediately. 

The use of the SIM card is restricted to the provision of the FMS.  The Customer shall be responsible for charges incurred by reason of the unauthorised use of the SIM card and Foretrack shall not be liable for any loss or liability incurred by the Customer resulting from any such unauthorised use.

The SIM card shall at all times remain our property

You must use your tracking system, SIM card and the service in the way described in the User Guides or other instructions issued by us.

You do not have the authorisation to change the IP address programmed into the tracking device.  In such an event the device will immediately be reprogrammed to the original IP address.  Users will be liable for administration and service charges for time and labour incurred as a result of an unauthorised reprogramming.

This agreement and the obligation of the Customer to pay FMS Charges shall not be affected by (i) loss or theft of Equipment and or (ii) any damage, or repairs needed, to or maintenance of the Equipment. 

The customer agrees that it shall continue to pay all FMS Charges and Connection Charges and all future sums that would have been payable during the term of this FMSA in relation to any lost, stolen or equipment damaged beyond repair unless and until the equipment is replaced by replacement equipment recognised and approved by Foretrack.

The customer undertakes that neither it nor any other person shall carry out repairs to, adapt, test, make additions or attachments or otherwise alter the Equipment whilst this FMSA is in force.  Any alterations or extensions to the Equipment or FMS, or requested by the Customer and authorised by Foretrack shall be carried out only by or as directed by any duly authorised agent at the Customer’s expense.

Nothing in this agreement shall create or be deemed to create a partnership between parties.

If any of the provisions of this agreement is or becomes invalid, illegal or unenforceable, the validity or enforceability of the remaining provisions shall not in any way be affected or impaired. 

In signing the Master Agreement section on this FMSA, you agree that this agreement applies to all and any device(s) which you connect to the Foretrack system.  You may provide a written instruction by Purchase Order, on your authorised company headed paper, to add further devices.  All such devices will be deemed to form part of this agreement and you will be bound by all the conditions of this agreement for such devices. Payment for any such further devices will be collected monthly by Direct Debit.   Once you connect or arrange to have connected a device(s) onto the Foretrack system it will be deemed that you have expressively agreed to the device(s) forming part of these contract terms and to be bound by the full terms of this agreement.

We may change this agreement.  Changes will be posted in our website www.foretrack.co.uk/TermsConditions.htm.  Please check this regularly for updates.

The customer agrees that it will comply with all statutory provisions relating to wireless telegraphy,  and that specifically, it will not use FMS for any improper, immoral or unlawful purpose, and will provide Foretrack or its authorised agent with all necessary information as reasonably requested and will indemnify Foretrack against every liability cost or claim or loss that Foretrack incurs or may incur as a result of the failure by the Customer or anyone on its behalf to comply with this condition.

Note: The Customers attention is specifically drawn to the provisions of this condition which limits the liability of Foretrack.

Except as expressly set out in this condition all warranties, terms and conditions, and representations, whether express or implied, and whether arising in contract or under common law or by statute are excluded to the fullest extent permissible by law

Foretrack does not exclude liability for death or personal injury resulting from the negligence of Foretrack or its employees.

Foretrack will not be liable for any direct loss or damage, or any indirect, consequential or special loss or damage (even if Foretrack were aware of that loss) or for any loss caused by delay or the non availability or use of FMS and in particular (but without limiting the generality) shall not be liable for financial loss, loss of profit, loss of business or contracts, loss of opportunity or loss of operating time.

Except for liability for death or personal injury resulting from the negligence of Foretrack or its employees, the total aggregate liability of Foretrack under this agreement shall in no circumstances exceed a sum equal to the amount of FMS charges for the first 12 months payable under this FMSA.

The Customer accepts that if the limitations were not included in these terms and conditions Foretrack would need to insure against the liability which cost would then have to be added by Foretrack to the cost of FMS.  The customer accepts that the limitations are therefore reasonable in all the circumstances and passes the test of reasonableness under the Unfair Contracts Terms Act 1977 (as amended).

Each of the provisions of this condition are to be construed as a separate limitation applying and surviving if for any reason on or other of the provisions are found to be inapplicable in any circumstances and shall remain in force notwithstanding any termination of this FMSA.

Foretrack shall not be liable for any delay or failure to perform this agreement or for any loss or damage which may be incurred by the Customer due to any cause beyond the reasonable control of Foretrack including without limitation, act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightening, fire, industrial action, act of emission of Government, highway authorities, public telecommunications operators or other competent authority, war, military operations, riot, difficulty or delay in manufacture or supply of any goods or services.

Foretrack, may immediately and without notice suspend FMS during any technical failure or modification of its or any supplier’s network

Foretrack may suspend or terminate this agreement, immediately and without notice:

 

Suspension of FMS shall be without prejudice to any other right or remedy that Foretrack may have and the Customer shall continue to pay FMS Charges and Connection Charges during any period of suspension.

If this agreement is terminated for any reason the Customer shall pay on demand all arrears of FMS Charges and Connection Charges up to the date of termination and all future sums that would have been payable during the term of this FMSA if it had not been so terminated.

Without prejudice to any other right of Foretrack to treat a default in payment as a breach of this agreement, the customer shall pay interest on any sum not paid on the due date at the rate of 4% over the base rate of HSBC Bank calculated on a daily basis from the date payment was due until actual receipt of payment whether before or after judgement.

Licences, public telecommunication operator lines and commissioning charges, if necessary must be secured and paid for by the Customer.  Foretrack will through its authorised agent assist in any negotiations (without obligation on their part).  The Customer will be responsible for all additional charges that may be incurred and shall pay any additional FMS Charges as may be required at any time during the continuance of this FMSA in respect of telecommunication operator lines.  The Customer shall provide if required and maintain dedicated mains electricity or battery points and suitable earth connection in an agreed position for the satisfactory operation of FMS.

This agreement and any documents referred to in it represents the entire understanding of the parties and supersedes any other agreements and representations made by either party whether oral or written in relation to the subject matter of this agreement.  This agreement may only be modified if those modifications are in writing and signed by the duly authorised representatives of the parties.  Nevertheless Foretrack may vary this agreement by written notice to the Customer if required under the terms of new legislation, statutory instruments, governmental or OFTEL regulations or licence or codes of practices or any variation to any supply agreement to Foretrack by its suppliers or network providers.

All amounts payable under this agreement are liable to value added tax which will be added to all amounts invoiced.

The Customer shall not assign, sub-let or delegate or otherwise deal with all or any of its rights and obligations under this agreement without the prior written consent of Foretrack. 

The Customer shall not whilst this FMSA is in force remove the Equipment from any vehicles or premises in which it has been installed or transfer to any other vehicle or premises except where the Equipment is transferred to another vehicle by a qualified installer and with the prior written approval or Foretrack (who may act through it’s authorised agent).

You cannot transfer the service to anyone else unless we agree in writing.

We shall be entitled to fully assign or transfer our rights and obligations under this agreement or any part of it in the same terms to any third party.

Any notice to be given under this agreement shall be given by sending it pre-paid first class post to the principal place of business of the recipient (or other address notified for service) and shall be deemed to be served 2 days after despatch.

 

No Waiver

Failure by either party to exercise or enforce any right conferred by this agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.

This Agreement shall be governed by and construed in accordance with English Law and the parties submit to the jurisdiction of the English Courts.

 

 

 

PDF Download of Foretrack Terms and Conditions (616kb)

 

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