These Terms and Conditions (“Terms”) describe the terms under which Fleetronix Systems Pvt Ltd (“Fleetronix” or “Service Provider”) provides its services to any of its clients (“Client”). The Client and Service Provider shall hereinafter be jointly referred to as the “Parties” and severally as the “Party”. The Client is expected to have read and understood these Terms before entering into a service agreement with Fleetronix by filling the Fleetronix Order Form (“Order Form”). By utilizing the services of Fleetronix, the Client is deemed to have accepted these Terms as amended from time to time. By accessing the website at https://fleetronix.io, you agree to be bound by these Terms of Service, all applicable laws, and regulations, and acknowledge that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are restricted from using this site. The materials contained in this website are protected by applicable copyright and trademark laws.

I. GENERAL TERMS

  1. DEFINITIONS

1.1. “Acceptance” or “Accepted” shall mean written acceptance issued by the Client to the Service Provider confirming that a Service meets the Specifications.

1.2. “Affiliate(s)” means any individual, corporation, partnership, trustee of a trust, or other business organization or association of persons directly or indirectly Controlling, Controlled by, or under common Control of a Party; “Control” shall mean and include a sense of the possession by a Person or a group of Persons acting in concert, directly or indirectly, of the right to direct or cause the direction of the management and policies of another Person, whether through the board of directors or ownership of voting rights by such other Person, by the Articles of Association, contract, or otherwise. A Person or a group of Persons acting in concert shall be deemed to be in control of a body corporate if such Person or group of Persons is in a position to appoint or appoints the majority of the directors of such body corporate.

1.3. “Confidential Information” means all information, including but not limited to, the contents, terms, and conditions as outlined in these Terms under ‘Non-Disclosure Terms’ in Section III, of the owner which is disclosed to the Recipient pursuant to the business arrangement, whether oral or written, and shall include but is not limited to trade secrets, know-how, inventions, techniques, processes, plans, algorithms, software programs, source code, semiconductor designs, schematic designs, business methods, customer lists, contacts, financial information, sales and marketing plans, and business information of the owner.

1.4. “Materials” means including without limitation, documents, drawings, models, apparatus, sketches, designs, and lists furnished to the Recipient by the owner and any tangible embodiments of the owner’s Confidential Information created by the Recipient.

1.5. “Material Specifications” shall mean any specifications relating to Material as specified in these Terms or in the Order Form or agreed upon between the Client and the Service Provider in writing through any medium whether electronic or otherwise, including specifications regarding any time within which Material have to be provided.

1.6. “Person” shall mean and include any individual, legal entity, company, body corporate, partnership firm, association of persons, limited liability partnership, or proprietorship, whether incorporated or not.

1.7. “Swapping” shall mean if the device is removed from one vehicle and installed in another vehicle. If the device which needs to be swapped is on rent, then a different device may be installed in another vehicle by the Service Provider. If the device is owned by the Client and it needs to be shipped to a different city, then the device installation may be carried out by the Service Provider; however, the Client shall be responsible and accountable for the shipment of the device and the associated shipment charges. Number of swaps = Number of vehicles involved/2.

  • MATERIAL DESCRIPTION OF TRANSACTION

2.1. The Service Provider will provide the details as specified in the Order Form at the location as per the address details given by the Client, whether it is the registered office of the Client or any branch office situated across India.

2.2. Data accessibility shall be up to 1 year on the Service Provider’s Platform and an additional 1 year on request.

2.3. A list of vehicles is mandatory if multiple device types (FMB/OBD/Etc.) need to be installed.

2.4. If the SIM Material is used for any purpose other than GPS, then the Service Provider shall take timely action, and the Client shall be charged as per usage.

2.5. The turn-around time for reinstallation/removal shall be up to 48 to 72 hours at Key Locations. However, the turn-around time for non-key locations may vary depending on the availability of technicians at such locations. In case of reinstallation/removal/new-installation, the Client’s Point of Contact (POC) must inform the Service Provider at least 24 hours in advance by creating a ticket on the Service Provider’s portal. The turn-around time for issues other than reinstallation/removal may vary based on the criticality of the said issues.

2.6. Any modifications to the Specifications will be subject to the Change Request process set forth below.

2.7. The Client shall be required to submit a change request (“Change Request”) in writing specifying any modifications to the Specifications in the Purchase Order / Work Order. Such a change request shall be made by the Client to the Service Provider within 48 to 72 hours from the date of placing the Purchase Order / Work Order, and the Service Provider shall incorporate the same into the deliverables. The Client shall inform the Service Provider about any such modification to the Purchase Order / Work Order either by email, certified letter, or via other modes of communication. The Service Provider will submit a written response to such Change Request confirming its understanding of the request and accepting it. If the Service Provider does not provide a written response, the Change Request will be deemed rejected. The turn-around time for the change request(s) may vary based on its criticality.

2.8. The Client shall be required to inform the Service Provider if the device is not working properly only via email or the ticketing system immediately upon noting the issue. Repair will be done within 72 hours after raising the repair request. If the Client fails to raise such a request, the Service Provider shall not be liable for any default or defect in the device.

3. Use of License

a) Permission is granted to temporarily download one copy of the materials (information or software) on Fleetronix Systems Pvt Ltd’s website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:

i) modify or copy the materials ii) use the materials for any commercial purpose, or for any public display (commercial or non-commercial) iii) attempt to decompile or reverse engineer any software contained on Fleetronix Systems Pvt Ltd’s website iv) remove any copyright or other proprietary notations from the materials v) transfer the materials to another person or “mirror” the materials on any other server.

b) This license shall automatically terminate if you violate any of these restrictions and may be terminated by Fleetronix Systems Pvt Ltd at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

4. Accuracy of Materials

Fleetronix Systems Pvt Ltd has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Fleetronix Systems Pvt Ltd of the site. Use of any such linked website is at the user’s own risk.

5. Pricing and Payment Terms

5.1. The Client will pay to the Service Provider for Material as per the Order Form in the manner specified in Section II of these Terms or as may be agreed in writing between the Parties from time to time.

5.2. The Client shall reimburse the Service Provider for any pre-approved out-of-pocket travel expenses including courier, logistics, and boarding if incurred in delivering the material, as may be agreed between the Parties from time to time (collectively, “Expenses”). The Service Provider shall obtain the Client’s prior written authorization before incurring any Expenses which exceed INR 5000/-.

6. Term, Termination, and Consequences of Termination

6.1. Term: The Term of the agreement shall be as defined in the Order Form.

6.2. Lock-in Period: 24 months of lock-in period from the execution date.

6.3. After the lock-in period is completed, these Terms shall auto-renew until terminated by either the Service Provider or Client.

6.4. Either Party may terminate these Terms by providing prior written notice of 30 (thirty) days to the other Party after the lock-in period.

6.5. Terms that ought to naturally survive termination of these Terms in order to give full effect to the intentions of the Parties shall continue to remain in force after termination of these Terms, including Confidential Information, Limitation of Liability, Non-Solicitation, Mediation and Arbitration, and Governing Law.

7. Representations, Warranties, and Disclaimers

7.1. Each Party hereby represents and warrants that:

(a) It has been duly incorporated or created and is validly subsisting and in good standing under the laws of the jurisdiction of its incorporation; (b) It has the necessary power to execute, deliver, and perform its obligations under these Terms and all necessary corporate, shareholder, and other actions have been taken to authorize such execution, delivery, and performance; (c) These Terms have been duly authorized, executed, and delivered by it and constitute a valid and binding obligation enforceable against it in accordance with its terms; (d) The execution and delivery of these Terms by it, the performance by it of its obligations hereunder, and compliance by it with the provisions hereof will not violate, contravene, or breach or create a default under any agreement, instrument, charter, or by-law; and (e) Each Party shall be responsible for any and all compliance with applicable laws on their part. In the event of any Losses resulting from any claims due to statutory requirements or impositions of lawful authorities, either Party shall indemnify the other Party (except to the extent that the Losses may have been caused due to gross negligence on the part of either Party).

7.2. Warranty of the devices shall be 12 months from the date of installation or the period of warranty explicitly provided by the Manufacturer of such devices, whichever is earlier. However, the warranty shall not cover any sort of water, dust, or physical damages, or damages caused by the Client’s employees, directors, agents, representatives, or any person authorized to come in contact with the Product by the Client, or any damages attributable to the Client.

7.3. The Client shall either return the device upon discontinuation of the services or the Service Provider shall charge the cost of new devices from the Client, in the case of lost or damaged devices.

7.4. The Service Provider warrants that the Material will conform to generally accepted and prevailing industry standards and any specific standards agreed to between the Parties under these Terms.

8. Confidential Information

8.1. The Parties agree that they may be given access to either party’s Confidential Information in the course of these Terms.

8.2. The Parties agree to abide by the conditions of Confidentiality and Disclosure as per Section III of these Terms, titled “Non-Disclosure Terms.”

9. Limitation of Liability

The Parties shall not be liable to each other for any special, indirect, incidental, or consequential damages (including damages for loss of business, profits) incurred or suffered by the other Party arising as a result of or related to these Terms, except in relation to any breach of Confidential Information where no such limitation will be applicable. The Service Provider’s liability under these Terms or any other contract with the Client shall not exceed INR 10,000/-.

10. Relation of Parties

The performance by the Service Provider of its duties and obligations under these Terms will be that of an independent contractor, and nothing in these Terms will create or imply any partnership, agency, joint venture, or association of persons or a body of individuals or any other entity of like nature between any of the Parties hereto, and none of them shall have any authority to bind the other in any way. Pursuant to these Terms, no employee-employer relationship is created or intended between the Service Provider and the Client.

11. Non-Solicitation

The Client and its Affiliates shall not, directly or indirectly, solicit any employees or customers of the Service Provider, during the Term of these Terms and for a period of 12 (twelve) months after the termination of these Terms. The Parties acknowledge that a breach of this Clause will result in severe loss, damage, and injury to the goodwill, reputation, and business of the Service Provider, who shall, without prejudice to any other remedies under law, be entitled to indemnity for every such breach. The Client acknowledges that the restriction specified herein is reasonable and does not adversely affect or restrain it from conducting its business and operations.

12. Mediation and Arbitration

If any dispute arises as to the terms of these Terms, the Parties agree to select a mutually acceptable neutral third party to help them mediate within 1 (one) month from the delivery of notice by one Party to the other Party. If the mediation is unsuccessful, the Parties agree that the dispute shall be decided by a sole arbitrator, mutually or otherwise appointed in accordance with the Arbitration and Conciliation Act, 1996, and either Party may initiate the same through written notice to the other Party. Subject to applicable law, the decision of the arbitrator shall be final. Costs and fees associated with the administration of mediation or arbitration shall be shared equally by the Parties, subject to each Party being responsible for its attorneys’ fees, travel costs, and miscellaneous expenditures. The venue and seat of arbitration shall be Gurgaon, Haryana, India. The language of arbitration shall be English.

13. Governing Law and Jurisdiction

13.1. Any claims, disputes, or controversies arising under or pertaining to the Order Form & Agreement shall be subject to and interpreted in conformity with the laws of Haryana, India, that are applicable to the Agreement concluded and to be executed within the said state.

13.2. Save and except as expressly provided in these Terms, no exercise, or failure to exercise, or delay in exercising any right, power, or remedy vested in these Terms shall constitute a waiver by that Party of that or any other right, remedy, or power.

13.3. These Terms, read with the Order Form and any documents executed between the Parties pursuant to these Terms, constitute the entire Agreement between the Parties in relation to its subject matter and supersede all prior Agreements and understandings, whether oral or written, either in the form of a work order or with respect to such subject matter, and no variation of these Terms shall be effective unless reduced into writing by or on behalf of each Party.

14. Miscellaneous

14.1. No Waiver: Save and except as expressly provided in these Terms, no exercise, or failure to exercise, or delay in exercising any right, power, or remedy vested in these Terms shall constitute a waiver by that Party of that or any other right, remedy, or power.

14.2. Entire Agreement: These Terms constitute the entire Agreement between the Parties in relation to its subject matter and supersede all prior Agreements and understandings, whether oral or written, either in the form of a work order or with respect to such subject matter, and no variation of these Terms shall be effective unless reduced into writing by or on behalf of each Party.

14.3. Severability: In the event that any term, condition, or provision of these Terms is held to be in violation of any applicable law, statute, or regulation, or if for any reason a court of competent jurisdiction finds any provision of these Terms or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.

14.4. Force Majeure: The Service Provider shall not be liable nor responsible for any damages in any manner whatsoever to the Client for any failure or delay to perform or fulfill any of its obligations under these Terms when such failure or delay is due to fire, riot, strike, lockout, terror attacks, war, civil commotion, malicious damage, accident, breakdown of plant or machinery, fire, flood, storm, labor unrest such as but not limited to gherao, go-slow tactics, acts of God, disease outbreak, epidemics, pandemics, lockdowns, restrictions on movements, omissions or acts of public authorities preventing or delaying performance of obligations relating to acts of public authorities, including changes in law, regulations, or policies of the Government, regulatory authority acts beyond the control of the Parties, or for any other reasons which cannot reasonably be forecast or provided against, and which cannot be predicted by men of ordinary prudence, provided such failure or delay is caused as a direct result of a force majeure event.

II. PAYMENT TERMS

The Payment Terms shall be as specified in the Order Form.

III. Privacy Policy:

Information Collected by Fleetx’s Mobile Applications:

  1. Device & App History:
    • Accesses device information for app optimization.
  2. Location / MAP:
    • Helps find distances and auto-detects location when using certain features.
  3. Background Location:
    • Collects location data for duty kilometers and vehicle tracking, depending on the app used.
  4. Phone:
    • Required for making calls to saved contacts through the app.
  5. Contacts:
    • Allows sending referral links; data is stored on servers.
  6. Camera & Photo Library:
    • Accesses photos and camera for service registration and document uploads.
  7. Device ID & Call Information:
    • Detects Android ID and uses call data to enhance user experience.

IV. NON-DISCLOSURE TERMS

  1. DEFINITIONS:
    • Affiliates: Entities controlling or controlled by a party.
    • Confidential Information: Includes trade secrets, business methods, and other proprietary data.
    • Contemplated Agreement: Any future binding agreement between the parties.
    • Governmental Authority: Any public body or authority.
    • Law: Any applicable statute or regulation.
    • Materials: Tangible embodiments of Confidential Information.
    • Person: Any individual or organization.
    • Representative(s): Individuals needing to know Confidential Information for the purpose of the transaction.
  2. CONFIDENTIALITY OBLIGATIONS:
    • Recipient agrees to use Confidential Information only for the purpose stated and keep it confidential for three years.
  3. COVENANT NOT TO DISCLOSE:
    • Confidential Information can only be disclosed to individuals with a need-to-know and must be safeguarded with reasonable care.
  4. RETURN OF THE MATERIALS:
    • All materials must be returned or destroyed upon request or termination of the agreement.
  5. OWNERSHIP OF CONFIDENTIAL INFORMATION:
    • Owner retains all rights and no rights are granted to the Recipient beyond what is stated in the Terms.
  6. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION:
    • Recipient is liable for unauthorized disclosures and must take steps to mitigate damage.
  7. WARRANTIES:
    • Owner provides no warranties regarding Confidential Information and assumes no responsibility for losses.
  8. REMEDIES FOR BREACH OF CONFIDENTIALITY:
    • The owner can seek legal remedies, including injunctions and penalties, for breaches of confidentiality.
  9. RELATIONSHIP OF THE PARTIES:
    • The parties are independent contractors, and no other relationship is implied.
  10. INSIDE INFORMATION:
    • Confidential Information may be regulated by insider trading laws.
  11. COPYING AND RETURN OF FURNISHED INSTRUMENTS:
    • The Recipient must return or destroy all materials containing Confidential Information upon request.
  12. INTELLECTUAL PROPERTY RIGHTS:
    • Confidential Information remains the property of the disclosing party and does not grant any intellectual property rights.
  13. WAIVER:
    • No term or provision is waived unless in writing signed by the owner.
  14. NOTICES:
    • Notices must be delivered personally, by telecopy, overnight courier, or certified mail, and are considered received upon actual receipt or five days after posting.