The terms and conditions set forth on this form constitute the entire Agreement (the “Agreement”) between Lensol Nigeria Limited (“G-TRAC”) and the Client (“Client”). Lensol Nigeria Limited will not be bound by any terms of Client’s order that are inconsistent with the terms herein.
Acceptance by Client of these terms must be made by: (1) written acceptance of these terms, (2) placement of a purchase order with Lensol Nigeria Limited/G-Trac services Limited, (3) receipt by Client of delivery of any G-Trac Products or services described on the face of this form or otherwise (“Products”).
The terms and conditions of sale contained herein apply to all quotations made and purchase orders accepted by Lensol Nigeria Limited (G-Trac).
- Prices, Taxes, Payment:
Any written price quotation, either pursuant to this Agreement or any other form, shall become void unless accepted by Client within thirty (30) days of the date thereof, unless sooner revoked or rejected by G-Trac.
All prices quoted, all orders accepted, and all billings rendered are exclusive of all shipping, federal, state/province and local withholding, excise, sales, use and similar taxes, fees, or charges imposed by any governmental authority on this transaction. Client will reimburse G-Trac for any such tax, fee or charge, at the time of sale or thereafter, that G-Trac is required to pay. Terms of payment will be based on the Service Hosting Agreement signed by the authorized signatories. G-Trac service will be invoiced according to signed contract. Terms of payment for the monthly services are net fifteen (15) days from date of invoice. In the event that payment is not received within such fifteen-day period, G-Trac has the right to deactivate the service after fifteen (15) days of successfully serving a written notice to the client. G-Trac may charge Client a fee of N1000.00 for any cheque returned due to insufficient funds. G-Trac may perform credit verification on Client, as G-Trac deems necessary in its discretion. The amount of credit may be changed or withdrawn completely by G-Trac at anytime.
On any order for which credit is not extended by G-Trac, shipment or delivery shall require, at G-Trac’s election, cash with order (in whole or part), or sight draft attached to the bill of lading or other shipping documents, and all costs of collection shall be paid by Client. If any proceeding is brought by or against Client under bankruptcy or insolvency laws, G-Trac shall be entitled to cancel any order by Client then outstanding. G-Trac may suspend or terminate service to Client, without liability, if Client breaches any portion of this Agreement, including nonpayment of fees due to G-Trac. If Client promptly cures any such breach, G-Trac may, at its sole option, reactivate service upon payment by Client of G-Trac’s most current restoration fee then in effect, which shall be no less than N1000.00 per locator /tracker purchased by Client.
- Web-Site Access:
Subject to compliance by the Client of the Conditions, G-Trac during the Agreement Period will provide the Client with access to the Web-Site which will enable the Client to use the System in relation to the vehicle(s).
Access to certain pages of the Web-Site may be restricted by a username and a password and unless otherwise notified by G-Trac the Web-Site will be designed to run using Microsoft Internet Explorer 6 or above. Any computer that does not meet these specifications will not gain the full benefit of the System. Access to the Web-Site and Clients right to use the System is granted in return for the Client abiding by these Conditions. If the Client is in breach of these Conditions or the terms of any agreement then G-Trac may immediately on notice either terminate or suspend without liability on its part the agreement or the use and access by the Client of the Web-Site by invalidating its username and password or any other appropriate means.
The Client will not use the System for any of the following: (a) the transmission of any material that is defamatory, offensive or of an abusive, obscene or menacing character, (b) To cause anxiety to, annoy, or inconvenience any other person, business, or organization. (c) To violate or infringe the rights of any person, business, company, or other organization, or (d) to send any message that might otherwise be unlawful The Client agrees to keep its username and password in a secure place and not disclose it to any third party. The Client shall not connect to the System (which expression includes the Web-Site) any software or hardware not approved in writing by G-Trac and shall keep Lensol Nigeria Limited/G-Trac services Limited fully indemnified against all losses, costs, damages, claims and expenses resulting from any damage (including without limitation any damage caused by any virus or other disruptive software) to the System or to the business carried on by G-Trac where such damage is caused by the Client and also in respect of any losses, costs, damages, claims and expenses suffered by G-Trac resulting from any breach by the Client of the agreement. G-Trac reserves the right to remove any material placed on its servers by the Client that G-Trac, in its reasonable opinion, believes violates these Conditions or is otherwise harmful to its interests or those of any other users of the Web-Site.
- Software License:
G-Trac hereby grants only to Client during the period of contract duration a non-transferable, non-exclusive right and license to use any software provided pursuant to this Agreement or contained in or embedded in any of the Products (collectively, the “Software”), solely in conjunction with such Products, in object code form only. Client may only transfer such Software together with, and as incorporated in, the Products with which it was originally delivered. Client receives no title or ownership rights to such Software. Except for the license granted in this Section, all right, title and interest in the Software shall remain the exclusive property of G-Trac or its licensors. This Agreement does not give Client any right to reproduce the Software or any related documentation, and Client agrees that it shall not decompile, disassemble, compile or reverse engineer the Software or otherwise attempt to gain access to the Software source code.
Client shall have fifteen days after delivery to inspect and to test each Product shipped by G-Trac to Client. During such fifteen (15) day period, if Client determines that any such Product fails to meet the specifications set forth in G-Trac’s documentation for the G-Trac Product, the Client may reject such Product by notifying G-Trac in writing of such rejection. Any Product not rejected by the Client within the fifteen (15) day acceptance period under this Section shall be deemed accepted by the Client.
The Products sold hereunder shall conform to the terms of G-Trac’s standard warranty for such Products and which warranty is incorporated herein by reference. G-TRAC MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE G-TRAC PRODUCTS SOLD HEREUNDER. G-TRAC EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. Nothing herein shall be construed as providing or intending to provide G-Trac’s warranty to Client set forth above to any customer(s) of Client.
- Limitation of Liability:
G-trac shall not be liable for costs of procurement of substitute products or services, nor for any loss of business, loss of use or of data, interruption of business, lost profits or goodwill, or other indirect, special, incidental, exemplary or on sequential damages of any kind arising out of this agreement, even if G-trac has been advised of the possibility of such loss, and notwithstanding any failure of essential purpose of any limited remedy. This exclusion includes any liability that may arise out of third-party claims against client. G-trac’s total liability under this agreement shall in no event exceed the price paid by client for such product.
- Client acknowledgements:
Client acknowledges that (i) data collected by the Products while out of coverage or without calling connectivity may not be stored and retrieved by Client when within coverage or calling connectivity is restored; (ii) data collected by the Products are not provided in real time and delays in receipt of data are normal; (iii) data will be stored on G-trac servers for a period of 180 days “for specific reports”, after the 180 days the data will be archived & the customer will be charged for any data retrieval. (iv) Product antennae should have an unobstructed view of the sky; (v) the Products may not operate in enclosed spaces, in buildings, between tall buildings, underground or in canyons; (vi) although portions of the G-trac Products (including the G-trac service) are encrypted, G-Trac Products (including the G-trac service) are capable of being intercepted without knowledge of or permission from G-trac by third parties; (vii) G-Trac is not responsible for the terms, conditions or obligations arising from agreements between Client and any cellular network or airtime provider in connection with the Products or G-trac service; (viii) Client may not be able to cancel agreements between Client and its cellular network or airtime provider upon commercially reasonable terms or at all (ix) G-trac assumes no responsibility for improper storage of data or information or delivery of messages; and (x) Client assumes the entire risk in downloading or otherwise accessing any data, information, files or other materials obtained from the G-trac website, even if Client has paid for or
otherwise been provided virus protection services from G-trac. (xi) G-trac retains the rights to anonymous summary data analysis. (xii) G-trac assumes no responsibility for delays caused by, or attributable to contractor or distributor if the Client deals with G-trac through a contractor or distributor.
- Coverage and Data Transmission:
The Products and the G-trac service are dependent on the coverage and calling areas of cellular networks owned and operated by Operators (third parties). Actual coverage and operation of the Products depends on system availability and capacity, system and equipment upgrades, repairs, maintenance, modifications and relocation, Client’s equipment, terrain, signal strength, structural conditions, weather and atmospheric conditions, governmental regulations, suspected fraudulent activities, acts of God and other conditions beyond G-trac’s reasonable control. G-trac will not be responsible for limits in coverage or performance degradation due to any such conditions. Client acknowledges that coverage and calling areas may be interrupted, halted, or curtailed or the quality of the transmission may be diminished at any time. The Products and the G-trac service are dependent upon the availability of the Internet, which is owned and operated by and accessed through third parties.
- High Risk Activities:
The Products and any modifications, alterations, additions or changes to the Products, are not fault tolerant and are not designed, manufactured or intended for use in life support, emergency, mission critical or other ultrahazardous activities (“High Risk Activities”). G-trac specifically disclaims any express or implied warranty of fitness for such High Risk Activities. Client represents and warrants that it will not use, or permit to be used, the Products for such High Risk Activities, and Client agrees to fully indemnify and hold harmless G-trac for any damages or other losses resulting from such use.
- Delivery & Installation:
Installation dates quoted are estimates only. G-trac will make every effort to keep to them, but accepts no liability for any financial or other loss, or damage (whether direct or indirect) if installation is delayed for any reason, nor shall any such delay entitle the Client not to accept and pay for the System once it is installed. If the location for installation of the System on the vehicle(s) is not set out in the Client’s Order then the location for installation shall be determined by G-trac. The Client will provide full access to the vehicle(s) and the premises where installation is to take place during normal business hours, and will ensure that the vehicle(s), premises, the plant and thereon, are in a fit condition for the safe carrying out of the installation work and indemnify G-trac against all loss suffered by G-trac, and against its employees agents or any damage to the property of G-trac or loss caused by the unfitness of such premises, plant or agreement, G-trac shall carry out installations in accordance with the vehicle manufacturer’s recommendations. G-trac accepts no liability for any personal injury or damage to property or other loss caused by the defective carrying out of installation work, otherwise than in circumstances of a clear negligence or its part. If installation work is carried out otherwise than in normal working hours, the resultant overtime charges will be borne by the Client.
The Client will be responsible for the arranging and carrying out of work required from ancillary trades to support the installation work carried out by G-trac. The Client will ensure that a responsible representative of the Client will be present at installation in order to confirm acceptance of the installation, failing which G-trac will be entitled to give such confirmation on behalf of the Client. G-trac will charge the Client in cases of having to replace the locator from one vehicle to another. In case of addition of more services (Panic Button etc.) after installation of the locators, extra charges will be applicable.
- Emergency Reporting
In the event of any crisis or emergency that as a result of a car hijack, robbery, accident, and other related incident; a report must be made first to the Nigeria police or other such appropriate law enforcement agency, and thereafter, to the Lensol/G-Trac customer support lines:+234-80-333-46418, +234-80-290-66115 and +234-70-561-98890 within thirty minutes of the occurrence. Reporting of lost vehicle by the client to Lensol Nigeria Limited shall be done as a matter of urgency and swiftness not exceeding one hour of such theft.
- Risk of Loss
In the event of a stolen vehicle being reported, Lensol Nigeria Limited/G-Trac services Limited shall immediately carry out monitoring and tracking of the vehicle to ascertain its position and inform the client to expedite possible recovery of the vehicle and the client shall bear the full cost of recovery made payable to Lensol Nigeria Limited/G-Trac services Limited within one month of such incident. The client undertakes to provide to Lensol Nigeria Limited/G-Trac services Limited any and every information as may be required by Lensol Nigeria Limited/G-Trac services Limited to enable it meet its obligations hereunder.
- G-Trac Liability:
G-trac will use reasonable skill and care to ensure that during the Agreement Period the System will comply with its specifications at the time of installation. G-trac will at its option repair or replace, free of charge, or refund the unutilized portion of the net invoiced price (less for any scrap value) in respect of any elements of the System which are shown to have been defective and which thereby cause the System to be materially defective (provided always that the defect is not caused through undue wear and tear, accident, alteration or misuse) and the entire liability of G-trac will be limited to the partial or total of all rental payments made by the Client with respect to the relevant system. The full extent of the liability of G-trac is in respect of the supply of the System or other breach of its obligations under the agreement and is in place of any liability (including liability for negligence other than negligence resulting in death or personal injury) that would otherwise apply by operation of common law, statute or trade usage. The Client is solely responsible for ensuring that the System is fit for any particular purpose and is suitable for its needs and no warranty or condition of fitness for any particular purpose is given or is to be implied to these conditions. Notwithstanding anything to the contrary in these conditions, G-trac shall not be liable if the Client suffers any of the following losses: (a) any loss of data or information. (b) loss of opportunity to maximize use of any vehicle(s). (c) loss of profit or extra expense resulting from fluctuations in prices. (d) any direct or indirect losses, whatsoever. (e) any loss that is caused by the Client fault or omission. (f) loss of productivity, loss of profit or any other consequential damage or indirect loss suffered by the Client. G-trac cannot guarantee that the System will be uninterrupted and error free or that the Service will be provided at a particular speed.
Except as expressly set out in these terms, all conditions, representations warranties or other terms or obligations that may be implied or incorporated into the agreement by law or otherwise are expressly excluded to the maximum extent permitted by law. G-trac hereby warrants the good condition of the system/locator according to the signed contract, ensuring that they are free from any factory defect from actual delivery to the Client; provided that parts with factory defect will be replaced by G-trac at its own expenses within the warranty period. G-trac is not liable for faults occurring to the locator in cases of “damage due to water” or “tampering with the system”. In such cases, the Client will have to pay for the price of a new locator. G-trac will first test the vehicles condition before installation of the locator. G-trac holds the right not to install the locator in badly maintained vehicles to prevent damage of the locator.
For damage to any component of the system, the Client will cover the expenses for a new locator. It must be noted that Lensol Nigeria Limited shall not be liable for damages caused by circumstances beyond its control including but not limited to mechanical exigencies such as *engine* shut down time as well as network failure of GSM or other communication link. Lensol Nigeria Limited/G-trac services limited is not liable to any financial obligation to the client in the event that the vehicle is not recovered after best efforts have been expended by Lensol Nigeria Limited and its recovery team. The client undertakes not to hold Lensol Nigeria limited against any losses due to third party claim(s).
- Retainership/Annual subscription/Renewal:
The vehicle tracking and fleet management solution services are available in increments of twelve months only (i.e. on a yearly basis). The client agrees that a yearly subscription in accordance to the prevailing rates detailed in the schedule shall be paid for the continuation of tracking and fleet management solution service in the subsequent year after previous subscription has expired. All due subscription shall be paid on or before the next subscription date which will be given to the client on the last date of subscription renewal through any communication link on the vehicle tracking installation form provided by the client.
The client undertakes to hold Lensol Nigeria Limited/G-Trac services Limited indemnified against any loss(es) including losses due to a third party for default in payment of yearly subscription for any disconnection/immobilization from G-Trac server after a grace period of a further 30 days have been given to the client. The client agrees to pay tracking server reconnection fee and the defaulted yearly subscription(s) fee, if the client desire to be reconnected to the G-trac tracking server for the purpose of tracking the client’s vehicle.
- Industrial Property Rights:
All of the rights in and to the look and feel, the written, photographic, design and audio content of the Web-Site (including but not limited to copyright, design rights, trademarks and patentable inventions throughout the world) are the property of Lensol Nigeria Limited/G-Trac services Limited or its suppliers. None of this material may be reproduced in any manner without the prior written consent of Lensol Nigeria Limited/G-Trac services Limited. The mark “G-TRAC” is owned by Lensol Nigeria Limited and the Client shall not use such mark in any way. The Customer shall keep G-Trac advised if it becomes aware of any use by a third party of the mark “G-Trac” or any similar or colorable imitation of such mark. All drawings, design specifications and the like which are supplied by Lensol Nigeria Limited in connection with a quotation or order remain its property and are confidential and must not be disclosed to any third person without its written permission. Lensol Nigeria Limited/G-Trac services Limited has the right to use the Clients name or logo in its brochure or website as part of its marketing.
- Force Majeure:
Lensol Nigeria Limited/G-Trac services Limited shall be under no liability for any delay in carrying out, or for the non-performance of, any of its obligations under these Conditions caused by any circumstance (including, but not limited to, war, riot, accident, fire, storm, flood, disputes and supplier or labor shortages) beyond its direct and reasonable control.
- Data protection:
The Client recognizes and accepts that Lensol Nigeria Limited/G-Trac services Limited may record some or all of the data captured by the Web-Site and the System for the purposes of enabling it to monitor, enhance and market the System and accordingly authorizes G-trac to pass on such data to third parties provided that the identity of the Client is not revealed.
- Cancellation and Termination:
In the event that the Client terminates this Agreement before the end of Service Hosting Agreement period, the Client agrees to pay certain amount called termination fee which is mentioned in the signed agreement “Service Contract Validity” first clause, including the damage that G-trac will suffer from such termination and will be difficult to ascertain. As a result, upon such termination Client agrees to pay G-trac, as liquidated damages and not a penalty, the terms mentioned above. The Client shall pay the termination payment to G-trac, net fifteen (15) days from the date of termination. G-trac may suspend the provision of the System in whole or in part by 15 days written notice sent to the Customer or via SMS in order to comply with any order, instruction or request of Government, an emergency services organization, or other administrative authority; or in order to carry out upgrades or maintenance of its network.
Lensol Nigeria Limited/G-Trac services Limited may terminate this agreement when the client declines in fulfilling its financial obligation in form of Retainership fee, Outstanding installation cost, Vehicle recovery fee or Repair cost.
- Miscellaneous :
These terms and conditions are governed by and shall be construed in accordance with the laws of the Federal Republic of Nigeria. The System with transfer or to any other person without The Agreement is personal to the Client and it must not share or the written consent of Lensol Nigeria Limited/G-Trac services Limited.
Lensol Nigeria Limited/G-Trac services Limited has the right to assign, sub-contract or otherwise deal with all or any of its rights and obligations under this agreement to any third party without serving written notice to the Client. Each of these conditions shall be construed separately, applying and surviving (even if for any reason some other of those conditions are held inapplicable or unenforceable) in any circumstance and shall remain in force notwithstanding the termination or expiry of the agreement. The headings included in these terms are for ease of reference and do not form any part of any agreement with the Client. The failure of Lensol Nigeria Limited/G-Trac services Limited to take any action with respect to any breach by the Client of these conditions shall not be deemed to be a waiver of any of any of its rights.
- Technical Data:
Client shall not without G-Trac’s prior written consent use, duplicate, or disclose any technical data, or any information on the construction of the Products delivered or disclosed by G-Trac to Client for any purposes other than for the installation, operation or maintenance of the Products.
- Governing Law and Venue:
This Agreement and performance by the parties here under shall be construed in accordance with the laws of the Federal Republic of Nigeria.
The headings used in this Agreement are for convenience only and no meaning shall be ascribed to such headings.
Client shall not assign its order, this Agreement or any interest therein or any rights hereunder without the prior written consent of G-Trac.
- Entire Agreement:
This Agreement between Client and Lensol Nigeria Limited/G-Trac services Limited in connection with the Products or parts thereof constitutes the entire agreement between G-Trac and Client and supersedes all previous communications, representations and agreements, whether oral or written, between the Client and G-Trac with respect to the subject matter hereof. This Agreement may not be modified, supplemented, qualified, or interpreted except in writing signed by Client and Lensol Nigeria Limited/G-Trac services Limited. The failure by Lensol Nigeria Limited/G-Trac services Limited to enforce at any time any of the provisions in this Agreement will in no way be construed as a waiver of such provisions.
The client acknowledges that, as with any maps or driving directions, client should always recheck directions and driving conditions for accuracy and confirm that the road still exists, be aware of construction and other hazards and follow all safety precautions and law. The products and G-Trac’s services are to be used only as tool for planning.