COMMERCIAL SERVICE AGREEMENT

TERMS & CONDITIONS

Fleetpin Limited will provide the Customer with Services under the following terms and conditions.

  1. PARTIES
    Who are the parties to this Commercial Service Agreement?
    1. This Commercial Service Agreement is between the Customer and Fleetpin Limited.
    2. The Customer is any company or individual that accepts these terms and conditions and receives Services from Fleetpin Limited.
    3. The Customer acknowledges that Fleetpin Limited may transfer all its rights and obligations under this Commercial Services Agreement to a third party without the Customer's consent.

  2. AGREEMENT TERM
    What is the term of this Commercial Service Agreement?
    1. This Commercial Service Agreement will continue for the period of time that Services are provided by Fleetpin Limited to the Customer.
    2. The Agreement Term for a trial of Fleetpin services is 14 days or longer as agreed by Fleetpin Limited and the Customer.

  3. TERMINATION OF SERVICE AND AGREEMENT
    How can the Commercial Service Agreement end?
    1. The Customer may terminate this Commercial Service Agreement at any time by providing Fleetpin Limited with one calendar month notice of their request to cease receiving Services.
    2. At any time during the provision of Services to the Customer, Fleetpin Limited can terminate this Commercial Services Agreement immediately if:
      1. The Customer breaches any term of this Commercial Service Agreement and fails to remedy that breach within 14 days of receiving notice to do so
      2. Fleetpin reserves the right to interrupt access to Services (partially or wholly) from the time of a Customer breach until this breach has been resolved to Fleetpin's satisfaction
      3. The Customer, in Fleetpin's opinion, is bankrupt or insolvent including the Customer going into liquidation or provisional liquidation, receivership, or administration
    3. Without limitation, the Customer will be in breach of this Commercial Service Agreement if the Customer:
      1. Does not pay any amount owing within 7 days of the date which the amount becomes payable;
      2. Damages or misuses leased, purchased or trial Equipment and/or SIM cards leading to the inability of Fleetpin Limited to perform its service
    4. Does the Customer have to pay anything if it terminates this Commercial Service Agreement?
      1. The Customer must pay any outstanding fees for Services and Equipment provided including one calendar month after written notice is given to terminate services.
      2. If the customer has leased devices the Lease Agreement shall take precedence in regard to fees payable for the full term of the Lease Agreement.
      3. The Customer must return the SIM card undamaged to Fleetpin Limited or pay a SIM termination fee of $60 + GST.
      4. If the Customer has trialed devices and does not want to continue with Fleetpin services, they must remove devices with SIM cards intact from their vehicles and deliver to Fleetpin undamaged, at their own cost within one calendar month of notice. Failure to return devices and SIM cards undamage to Fleetpin will incur full purchase price plus $60 + GST termination fee for SIM card.

  4. OBLIGATIONS
    What are the Customers obligations?
    1. The Customer agrees throughout the Agreement Term to pay the Fees to Fleetpin Limited for the Services in accordance with this Commercial Service Agreement.
    2. The Customer agrees throughout the Agreement Term to immediately contact Fleetpin Limited:
      1. when any of the Customer's information (contact information, sale of business) changes;
      2. prior to selling the vehicle/machine/asset the Equipment is attached to;
      3. prior to moving/installing equipment into a different vehicle/machine/asset
      4. prior to changing its bank; or financial institution where that affects the Customer's selected payment option.
    3. The SIM Card installed in GPS units supplied to the Customer is the property of Fleetpin's telco provider and Fleetpin has the license to operate and manage the SIM card to provide Services
      1. The Customer must ensure that the SIM Card is not removed from the GPS unit or damaged in any way (other than manufacture fault or force Marjorie) whilst in their possession.
      2. At the termination of service with Fleetpin Limited the Customer must ensure that the SIM Card is returned to Fleetpin Limited in the same working condition it was at the time of termination.
      3. If the SIM Card supplied is damaged (other than manufacture fault or force Marjorie), or not promptly returned to Fleetpin Limited at the termination of service, Clause 3.4.3 will apply.

  5. THE EQUIPMENT AND SERVICES
    1. What Services will Fleetpin Limited supply?
      1. Fleetpin Limited will provide the Customer with secure access to a web based GPS Tracking platform to:
        1. Monitor their assets to the best ability of the device and telco coverage.
        2. Obtain stored GPS data records of assets backdating two years. Data will be held in accordance with normal business records (seven years). Following this it will be deleted.
        3. Receive alerts as selected by the Customer via SMS, phone calls and email. The Customer is responsible for inserting correct information to receive these alerts.
    2. Who supplies and installs the Equipment?
      1. Fleetpin Limited will supply the Equipment and can provide details for preferred installers who will carry out installations in accordance with New Zealand Standards, all relevant regulatory requirements and the manufacturer's instructions.
    3. Who owns the Equipment?
      1. Upon payment of the Equipment Fee, the Customer has title to and risk in the Equipment. Prior to payment of the Equipment Fee, title to the Equipment remains with Fleetpin Limited. Risk in the Equipment passes from Fleetpin Limited to the Customer upon installation of the Equipment into a Customer's asset.
      2. Fleetpin Limited's telco provider/s owns and has sole rights over the Sim Card installed into the Customer's GPS device.  The telco provider reserves the right to send updates or upgrades to the SIMs by any means (such updates or upgrades may be required for functionality, for intellectual property issues or to comply with national regulations). This is not intended to cover physical updates or upgrades. Notwithstanding any transfer of title to the physical SIMs, the Customer consents to the update or upgrade by our telco providers of the SIMs from time to time.
      3. The Customer is responsible for ensuring the Equipment is not damaged, or removed.
    4. When do the Services commence?
      1. Once the device received by the Customer and capable of providing Services - that is the Effective Date and the billing cycle will commence, regardless of completion of installation, unless by prior arrangement with Fleetpin Limited.
    5. What happens if the Customer sells the equipment with a vehicle/machine/asset?
      1. If the Customer owns the Equipment, they may sell the Equipment to the new owner and provide them with details about Fleetpin's Services. The new owner will need to contact Fleetpin to arrange continued Service, payment of fees for Services and agree to these Terms and Conditions. If the new owner does not continue the Service, the original Customer is liable to pay Fleetpin the SIM termination fee.
      2. If the Customer is leasing the Equipment, they must notify Fleetpin Limited of their intentions and receive written consent from Fleetpin Limited, which may be provided or withheld at Fleetpin Limited's sole discretion, prior to transferring Equipment to the new owner.
      3. If Fleetpin Limited does not consent to the Customer's assignment, the Customer will be liable to pay the balance of the Fees for one calendar month (or the remaining Lease Agreement Term) from notification of Service cessation and any fees for decommissioning the Equipment.
    6. What happens if the Customer wishes to transfer the Equipment to another vehicle/machine/asset and continue using the Service?
      1. If the Customer wishes to transfer the Equipment to another vehicle/machine/asset and continue using the Services;
        1. a suitably qualified installer will remove the Equipment from the original vehicle/machine/asset anre-install and re-commission it in the new one nominated by the Customer, in accordance with industry standards;
        2. the Customer must pay the installer the cost of removing and re-installing the Equipment in accordance witthen current rates as at the transfer date; and
        3. this Commercial Service Agreement will remain in force with the necessary amendments (including in respect of Fees) to take into account the requirements of the new vehicle/machine/asset.
      2. Fleetpin Limited will not be liable for the cost of any make good to the original vehicle/machine/asset occasioned by the removal of the Equipment and the Customer indemnifies Fleetpin Limited in respect of same.
    7. Does the GPS device have a warranty?
      1. The GPS device is covered by a warranty for 12 months from the Effective Date (as per clause 5.4.1).
      2. The warranty does not cover cosmetic damage or any other damage or defect caused by abuse, misuse, neglect, used in violation of instructions, repaired by an unauthorized third party, or an act of God; also including altered, defaced, or removed product label. Further, consequential and incidental damages are not coverable under this warranty.

  6. FEES FOR THE EQUIPMENT AND SERVICES
    1. What does the Customer pay for the supply and installation of the Equipment?
      1. The Customer must pay the Equipment Fee and Installation Fee on completion of the installation of the Equipment.
      2. When Customers are trialing Equipment for an agreed period they must return the Equipment undamaged to Fleetpin or pay the Equipment fee at the conclusion of the agreed period.
    2. What does the Customer pay for the Services?
      1. The Customer must pay to Fleetpin Limited for the Services as follows without any off-set or reduction:
        1. The selected Service Fees (Tier 1, 2, 3, add-ons) from the Effective Date;
        2. All goods and services tax or other similar taxes that may be payable on any category of Fees must be paid at the same time as the Fees to which the tax relates.
        3. An agreed suspension rate per month when the Customer does not need their asset tracked (e.g. seasonal machinery) to retain the 'Active' status of their SIM Card and avoid paying SIM termination fees.
    3. How and when does the Customer pay for the Service?
      1. The Customer completes a Direct Debit Request Form. The Customer's nominated financial account is debited monthly in advance
      2. If agreed by Fleetpin Limited, customers may pay for the Service through monthly electronic payments on invoices on or prior to the due date indicated on each invoice.
    4. Are there Additional Fees?
      1. The Customer will incur the following additional fees:
        1. Fees for any additional services purchased by the Customer during the Agreement Term, which will be charged at Fleetpin Limited's, then current rates;
        2. Any fees for decommissioning/moving/transferring or re-programming the Equipment for any reason.
    5. When are the additional fees payable by the Customer?
      1. Fees referred to in clause 6.4.1 will be payable by the Customer according to the due date indicated on the invoice and in compliance with any terms displayed on the invoice.
    6. What if the Customer disagrees with a fee?
      1. If the Customer considers there is a mistake in the calculation of any Fee, it should notify Fleetpin Limited as soon as possible after receiving notification of the Fee and within ten business days. Fleetpin Limited will promptly investigate the matter and report to the Customer. The Customer must pay the Fee including any disputed part by the due date for payment regardless of any mistake. If there is a mistake, Fleetpin Limited will adjust a later invoice or reverse the electronic transaction as the case may be.
    7. Is Interest payable on outstanding Fees?
      1. Fleetpin Limited reserves the right to charge interest on any part of the Fees not paid by the Customer by the due date. Interest calculated daily, will be charged from the due date until payment at a rate 2.5% above prime lending rate applied by Fleetpin Limited's principal bank published at the beginning of the month of that date.
    8. Are the Fees fixed throughout the Agreement Term?
      1. All Fees are subject to change at Fleetpin Limited's discretion on 30 days written notice to the Customer (excepting Lease Agreements or any other individual binding Agreement between Fleetpin Limited and a Customer).

  7. LIABILITY OF FLEETPIN LIMITED
    What are the Customers rights to compensation?
    1. This Commercial Services agreement is subject to any provisions of statute which apply to this Commercial Services Agreement and which cannot be excluded.
    2. ​To the maximum extent permitted by law, and other than as expressly set out in this Commercial Services Agreement. Fleetpin Limited;
      1. excludes all express or implied terms, conditions, warranties, representations, undertakings and inducements by statute or otherwise relating to the provision of Services to the Customer; and
      2. excludes its liability (and that of its related Corporations) to the Customer for any loss, damage, liability, expense, cost, charge, injury or death sustained or incurred by the Customer or any other party resulting directly or indirectly out of:
        1. the supply, performance or use of any Equipment or Services; or
        2. any breach by Fleetpin Limited under this Commercial Services Agreement including as a result of any act of God, governmental or other administration act or omission, industrial disputes, or any other matter beyond Fleetpin Limited control;
        3. Fleetpin Limited's negligence or that of its employees or contractors;
        4. any failure or delay in any services or Emergency Services; and
      3. subject to the proviso set out below, limits its liability, and that of its related Corporations (including liability for negligence) at Fleetpin Limited's option to:
        1. In the case of the supply of goods;
        2. the repair of goods;
        3. the payment of the cost of replacing the goods or acquiring equivalent goods; or
        4. the payment of the cost of having the goods repaired or the repair of the goods; and
      4. in the case of services
        1. the supply of the services again: or
        2. the payment of the cost of having the services performed again.
    3. In no circumstances will Fleetpin Limited be liable under this Commercial service Agreement in contract, tort (Including negligence or breach of statutory duty), by statute or otherwise for loss or damage (whether direct or indirect) of profits, revenues, use, production, contracts, corruption or destruction of data or for any indirect, special or consequential loss or damage whatsoever.
    4. The Customer also hereby acknowledges that Connected Networks do not have guaranteed uninterrupted service availability. The Customer agrees to indemnify and hold harmless Fleetpin Limited and our Telco suppliers, their subsidiaries, affiliates, directors, officers and employees, from and against any and all claims, suits, damages or expenses asserted against or incurred directly resulting from use of the Services provided under this Agreement in a way that requires uninterrupted availability of the Connected Networks and where interruption of a Connected Network causes death, personal injury, physical injury or property damages.

  8. CUSTOMER ACKNOWLEDGEMENTS
    Are there any other matters the Customer should be aware of?
    1. Under the terms of this Commercial Service Agreement, the Customer acknowledges that:
      1. Fleetpin Limited gives no guarantee against asset theft, of asset recovery or incidents occurring.
      2. the provision of the Services and Equipment is an aid to security and vehicle fleet management & risk management.
      3. the Commercial Service Agreement is not intended as a policy of insurance nor a substitute for an insurance policy. Nothing in this Commercial Service Agreement shall constitute Fleetpin Limited as an Insurer;
      4. the Services are provided in accordance with the expressed wishes of the Customer;
      5. Fleetpin Limited may vary these terms and conditions (including Fees) from time to time after providing 1 months written notice to the customer of any such change;
      6. Fleetpin Limited may engage subcontractors to provide the Services;
      7. Fleetpin Limited may record telephone conversations with the Customer, any Contact nominated by the Customer. The Customer consents to the disclosure by Fleetpin Ltd of those recordings to any Emergency Service or other law enforcement body or any other Government investigatory body and the use by Fleetpin Limited of those records in legal proceedings; and,
      8. if the Equipment is not decommissioned on termination of this Commercial Service Agreement, any use of the telephone services by the equipment for outgoing data, SMS texting or telephone calls will be the responsibility of the Customer, and Fleetpin Limited is not responsible for any failure to provide the Services or breach of this Agreement if that failure or breach arises as a result of interference to the operation of the Equipment.
    2. Customers must monitor their Equipment and Services received, and notify Fleetpin of any faults immediately

  9. GENERAL
    1. Any waiver by Fleetpin Limited of any default or breach, or the non-acceptance by Fleetpin Limited of any repudiation of this Commercial service Agreement by the Customer, will not affect Fleetpin Limited's rights in respect of further or continuing default or breach or any subsequent repudiation by the Customer.
    2. If any provision (or part of it) contained in this Commercial Service Agreement is rendered void, invalid or unenforceable in any jurisdiction, then such provision (or part of it) will be severed from this Commercial Service Agreement without affecting the validity of the provision in other jurisdictions.
    3. This Commercial Service Agreement will be binding on the successors, substitutes, permitted assigns, executors and administrators of the parties to this Commercial Service Agreement. Where there is more than one Customer, the liability of each shall be joint and several.
    4. The Customer may not transfer any of its rights or obligations under this Commercial Service Agreement without prior written consent of Fleetpin Limited.
    5. This Commercial Service Agreement will be governed by and construed in accordance with the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of New Zealand.
    6. Any notice or other communication under this Commercial Service Agreement will be in writing sent or delivered to the address of the parties shown in this Commercial service Agreement or to such other address as any party may notify in writing to the other and will be deemed to be duly received by or served on the addressee or delivered;
      1. in person, when delivered;
      2. by post, seven days from the date of postage; or
      3. by facsimile transmission, on the dispatch of the transmission.

  10. PRIVACY AND COLLECTION STATEMENT
    1. Fleetpin Limited respects your privacy and is committed to protecting your personal information. The Privacy Act (1993) requires us to tell you when we collect personal information and how we will use it.
    2. We collect and use personal information (Name and Contact details) to complete business transactions with you and provide you with ongoing customer support in regard to our Services. Therefore we have recorded your details so that we can contact you. If at any time your details change please contact Fleetpin Limited at info@fleetpin.co.nz
    3. We may also use your contact information to send you publications (newsletters/updates). These publications will include an unsubscribe option should you wish to discontinue receiving Fleetpin's publications.
    4. Fleetpin Limited may disclose information (including GPS tracking information) include the following;
      1. service providers (e.g. businesses to which we contract GPS equipment service, maintenance work, debt collection agencies, process servers, lawyers, telco suppliers, etc);
      2. government authorities under statutory obligation
    5. What are the Customers Privacy rights?
      1. The Customer has the right to access most personal information that Fleetpin Limited holds about you. Sometimes that will not be possible but if that is the case you will be told why.

BY CREATING A Fleetpin Limited. 'FLEETPIN' ACCOUNT, YOU AGREE TO THE TERMS AND CONDITION SET OUT IN THE COMMERCIAL SERVICES AGREEMENT; IF YOU DO NOT AGREE, YOU MUST NOT CREATE AN ACCOUNT.

Updated by Fleetpin Limited. August 10 2017.