1) This document sets out the terms and conditions governing the Contract between Telemetry Systems Limited (TSL) trading as TrackingCentre.co.uk and you the customer. This agreement represents the entire agreement between us pertaining to any TSL services, Hardware and the Software Access (The Products) incorporating the Cellular Network Airtime service (GPRS) that TSL devices require to communicate with the Software server. Nothing oral or written omitted from these Terms and Conditions is to be included as a term condition or warranty. The entire obligations of TSL to you the customer are as set out in this Contract.
2) The terms and conditions can only be altered with the written agreement of a Director of TSL
3) If for any reason any provision of this contract proves to be unenforceable or inapplicable this will not affect the validity or enforceability of the remainder of this Contract which will remain in full force and effect.
4) TSL’s liability under these Terms and Conditions or in connection with its performance is expressly limited to the express provisions in the Terms and Conditions and the maximum sum of any or all claims against TSL is hereby limited to £3000. TSL makes no express or implied warranties representations or endorsements regarding any merchandise information product or services provided under these Terms and Conditions. Except for gross negligence and intent TSL shall not be liable to the customer and/or its customers and users for any direct or indirect loss or damage including economic losses or any loss of profit arising out of or in connection with the performance of its’ obligations under this contract. Under no circumstances will TSL be liable for any indirect or consequential losses.
General Terms
1) Until the Contracted Fees are paid in full in accordance with the payment terms as set out on on this website, TSL has no duty or obligation under this contract and may in the absence of payment suspend or terminate service without notice or recourse.
2) By completing an order for Product to TSL on this website the customer acknowledges that they have been informed of and agree to these Terms and Conditions which supersede any other pre-contractual communications and content.
3) Only on receipt of payment following an acceptance of order does TSL agree to be bound by these Terms and Conditions.
4) TSL reserves the right at its’ sole discretion not to supply any customer order or invitation to supply.
Delivery
1) The customer will bear all costs of shipping Product to the customer including any redeliveries or return of impaired units, unless otherwise stated.
2) TSL shall bear no liability, consequential or otherwise for delay in delivering any Product supplied to the customer.
Prices and Payments
1) Unless otherwise agreed in writing the prices and Contract periods for the Products will be as contracted. Prices are exclusive of VAT and other applicable taxes unless indicated otherwise.
2) Fees will not be subject to variation during the minimum contract period. However, upon expiry of the minimum contract period TSL reserves the right to amend any fees.
3) The customer acknowledges that payment is made in advance of the supply of Product and that payment has to be made within 14 days of the invoice date unless otherwise agreed in writing by a Director of TSL. Online subscriptions will renew automatically unless terminated 7 days prior to subscription renewal.
4) If the Customer disputes any item in an invoice within 30 days of the invoice date, and the invoice or part thereof is subsequently found by TSL to be incorrect then TSL Ltd will credit the customer within 10 business days.
5) Invoices more than 30 days old (from the invoice date) cannot be disputed. The Customer shall pay all invoices including disputed invoices in full in accordance with the terms of this agreement and in good faith co-operate with TSL to resolve the dispute over any invoiced amount. All payments must be made directly via this website. With the agreement in writing of a Director of TSL online bank transfer, faster payment, BACS, CHAPS, international bank transfer or cheque may be accepted. If agreed in writing as aforementioned a minimum charge of £25 per payment received will be levied to cover banking charges and administration.
6) If any payments due are not received and cleared in TSL’s bank account within the agreed payment terms as above, TSL reserves the right to charge interest of 2% per month above the prevailing Bank of England Base Rate with a minimum charge of 5%. These charges will be calculated and accrue daily and at TSL’s discretion may include interest on interest charges. Late payment invoices or statements may be sent once a week and will incur a £40 per issue administration charge.
7) If any payments are overdue, TSL reserves the right to employ a Debt Recovery Agency to recover monies due. TSL will not accept any liability for any detrimental effect (financial or otherwise) such action might have on the Customer’s credit rating and/or financial position, direct or indirect. Furthermore, all costs including those levied by the Debt Recovery Agent including any legal costs and court fees, incurred in the collection of any overdue payments will be paid by the Customer.
8) If any payments are overdue more than 14 calendar days, TSL reserves the right to suspend or terminate all Products supplied to the Customer by TSL and to charge a reinstatement fee of £30 per SIM card in addition to other administration charges that may be incurred.
9) In the event of a significant increase in prices levied by a supplier or cellular network providing roaming or location Services on Products provided by TSL, and the contract is beyond the minimum period TSL reserves the right, with 30 days notice to amend its’ prices for that Product.
10) All equipment remains the property of TSL until paid for in full.
11) Hardware pricing is valid for 30 days from quotation date and subject to exchange rate fluctuations.
Trial Offer
1) TSL offer risk-free trials (each a "Trial Offer") for some products to new customers who purchase selected GPS tracking hardware products up-front.
2) At the end of the Trial Offer period the customer must purchase a paid plan to continue to use the TSL service.
3) Should the customer not wish to continue with the TSL service at the end of the Trial Offer period and wish to receive a refund for the product purchased, they must notify TSL of their intention to return the product to TSL and return the product to TSL within 14 days of delivery.
4) TSL reserves the right, in its absolute discretion, to withdraw or to modify this Trial Offer and/or these Trial Offer Terms and Conditions at any time without prior notice and with no liability.
Airtime Access
1) The SIM card supplied within each TSL device remains the property of TSL but it is your responsibility to keep it safe. TSL will replace any SIM card found to be defective through faulty design or workmanship. In any other circumstances a charge may be levied for replacing it.
2) You must inform us immediately if any SIM card and or TSL device is lost stolen or damaged. You will remain liable for all call charges incurred until you do so.
3) Airtime access is subject to a fair-use policy. Typical usage will not breach thresholds of fair usage. The TSL service gives you the ability to send commands to your tracker and generate SMS text message alerts from your tracker. Fair usage of this is deemed to be up-to 25 commands or alerts per month. If your usage of TSL services falls outside of our fair usage policy we may suspend part of your service temporarily.
Our Obligations to You the Customer
1) Our obligation to you is to repair or replace free of charge, any TSL Unit subject to the Contract between us which is proven faulty through a mechanical or electronic failing within the unit within 12 months of the contract start.
2) Every reasonable effort will be made to replace the unit within 10 working days of receiving written advice from you of failure together with the return of and receipt by TSL at our offices of the faulty unit.
TSL will have no obligation to you under this contract in the following circumstances:
1) If the TSL units(s) is damaged through fire, water damage, accident, misuse, abuse, Force Majeure or act of terrorism leading to malfunction.
2) Damage to the charging port or exterior of any tracking device provided by Telemetry systems Ltd is not covered by any warranty.
3) If the Cellular Network operators fail to provide signal strength to enable the unit to operate effectively or if there is any network related problem or signal impairment caused by the structure of buildings topographical features or interconnectivity between cellular networks which impairs unit performance.
4) If optimum GPS satellite coverage is unavailable to the unit.
5) If the contractual fee has not been paid in full.
6) If an advised and returned faulty unit is not received by TSL at our advised address.
7) If the unit(s) has been interfered with prior to its return to TSL.
8) If the unit is damaged on installation by the installer.
9) The failure of Customer equipment including that provided to the customer by third parties (including but not limited to routers, telephones and integrated modems) not supplied by Telemetry Systems Ltd as part of the Product.
10) Negligence of the Customer or parties authorised by the Customer other than Telemetry Systems Ltd.
11) Problems originating outside of the TSL network. The Standard Service Levels cover the portion of the Service that is controlled by TSL. For example, problems beyond TSL’s interconnection with third party PSTN and cellular network providers are not covered by this agreement.
12) A Scheduled Maintenance Window. TSL executes scheduled enhancements to Systems and networks from time to time.
13) Outages due to software and hardware defects of access devices and systems not under TSL’s control which provide service to and from TSL’s’ defined Product. Our services may be subject to scheduled and unscheduled outages which may impact your ability to use the TSL Software. We will use commercially reasonableefforts to restore the service as quickly as possible after any unscheduled outages.
14) We shall not, in any event, be liable to you for interruptions of service or down-time of the Software. In no event shall TSL be liable for any other damages whatsoever (including without limitation damage for loss of business profits, business interruption, loss of business information or other pecuniary loss arising out of the use or inability to use the software. We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Software and we shall have no liability for any loss or damage to any data stored within the Software.
15) We shall have the right to suspend Software Access at any time and for any reason, generally without notice, but if such suspension lasts or is to last for more than 30 days you will be notified of the reason. No more than one log-in session to the Software may be used at any time by you. If your login details are found to have been transferred to another party we shall have the right to cancel the account and terminate this Contract immediately.
16) We may at any time and from time to time improve, correct or otherwise modify all or any of the hardware provided that such modification does not materially affect provision of the Software to you. We will endeavour to give you reasonable notice of any such modification, where this is reasonably practicable.
Security of the Software
1) While we will use every reasonable endeavor to ensure the integrity of our software we do not guarantee that the Software will be free from unauthorized users or hackers and we shall have under no liability for any failure or losses resulting from such an event.
2) This Agreement transfers to you neither title nor any intellectual property rights to the Software or TSL system, documentation, or any copyrights, patents or trademarks, embodied or used in connection therewith.
Factors Beyond our Control
1) We will not be liable to you if we are not able to perform an obligation or provide the Product to you because of any factor outside our control, including but not limited to Force Majeure, industrial action, default or failure of a third party, war, governmental action, terrorist acts, nuclear contamination or by any act or decision made by a Court of competent jurisdiction.
Your Obligations to Us
1) To ensure that payment is made and has been received by TSL under this contract in accordance with these terms and conditions so that our obligations to you subject to these Terms and Conditions are binding.
2) In reporting any unit failure to advise us of the unit number and location address.
3) To return any faulty unit to our address as supplied by us to you.
4) To confirm the address to which the replacement or repaired unit is to be dispatched.
5) To locate the unit in clean and dry conditions.
6) To keep current backups of any data posted to the Software and to effect and maintain adequate insurance cover in respect of any loss or damage to data stored in the Software.
7) You shall keep secure any identification, password and other confidential information relating to your Software Access and shall notify us immediately of any known or suspected unauthorized use of your account or breach of security, including loss, theft or unauthorized disclosure of your password or other security information.
8) You shall observe the procedures which we may from time to time prescribe and shall make no use of the Software which is detrimental to our other customers.
9) The Customer shall ensure that all Customer provided equipment on its premises that connects to the Services will perform according to published technical specifications for such equipment.
You Agree that You Will Not
1) Copy the Software or TSL Unit.
2) Reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the TSL Unit or Software.
3) Sell, lease, license, transfer or sublicense the TSL Unit(s)or Software or copy the documentation supplied to you in electronic form or otherwise as part of this Contract.
4) Write or develop any derivative or other software programs, based, in whole or in part, upon the TSL Unit or Software.
Termination of this Contract
1) This contract is for the minimum subscription period thereafter renewing automatically until cancelled in writing by giving 30 days notice of cancellation.
2) You may terminate your contract before the minimum period has expired but only upon payment to TSL of all charges that are due plus a sum equivalent to the total of monthly fees for the period to the expiry date of the minimum contracted period.
3) Your contract is personal to you and may not be assigned without the written agreement of TSL and the satisfactory completion of the appropriate documentation.
4) This contract will also terminate upon one or more of the following events:
i) You the customer being an individual or sole trader being declared bankrupt or if a company under the Insolvency Act(s) upon an intention to appoint a Receiver or Administrator or the appointment of a Receiver, Administrator, a Petition for a Members’ or Creditors’ Liquidation being presented or any other formal arrangement with Creditors being entered into.
ii) Upon a breach by you of these Terms and Conditions and such breach not being resolved to the satisfaction of TSL within 28 days of the breech first having come to its’ attention.
Changes to Contract
1) Your Contract may be varied or amended only by the written agreement of both parties. A party seeking to rely on such variation or amendment must produce evidence of the other party’s agreement to it, other than when TSL has the right to make any amendments to this agreement that are required as a direct result of any legislation statutory instrument, government regulation or authorization.
Service Suspension
1) TSL may at any time immediately suspend all or part of the Product it provides until notice and without incurring any liability: If it is obliged to comply with an order instruction or request of Government governmental agency emergency services organization Court of Law or TSL needs to carry out work related to exceptional upgrading or maintenance of its facilities or in order to prevent damage or degradation of TSL’s contracting party’s network integrity which may be caused by any reason or For reasons of behaviour that in TSL’s reasonable view may be deemed illegal or In order to protect TSL from legal liability which relates to a breach of obligation and/or warranties by the customer or In case of notification or signs of fraud or abuse of service.
Disclosure
1) The customer agrees to: The disclosure to any telecommunications company, debt collection agency, credit reference agency, credit or fraud monitoring scheme or credit provider of any information relating to the customer’s performance in meeting its obligations under this Contract
VAT
1) All fees or charges payable under this contract are subject to VAT .
Governing Law
1) This contract is to be subject to the Laws of England and Wales.
