Automatrics Terms and Conditions

AUTOMATRICS LIMITED – TERMS AND CONDITIONS OF SALE

THESE TERMS AND CONDITIONS APPLY TO THE PROVISION OF AUTOMATRICS LIMITED & PARTNER SERVICES AND THE SALE OF GOODS BY AUTOMATRICS LIMITED AND THEIR AGENTS/RETAILERS. BY PURCHASING SUCH SERVICES OR GOODS THE CUSTOMER AGREES TO CONTRACT THESE CONDITIONS TO THE EXCLUSION OF ALL OTHER REPRESENTATION.

GENERAL CONDITIONS APPLICABLE TO Automatrics Limited “Sale of GOODS, Monitoring & Finding SERVICE”

1 Definitions AND INTERPRETATION

1.1 In these Conditions the following terms have the following meanings:

Area of Coverage

All countries that support GSM network, Radio Finding Services are UK , Ireland and any country that supports the Automatrics / AVCIS and Interpol partner support agreement in addition optional estimates can be requested from any private customer or customer’s insurers for Finding Services outside the UK and Ireland as required.

Charges

In relation to the Service, any sums payable by Customer set out in Schedule 1, in relation to Goods, and services Automatrics Limited list price for such Goods and services, in each case from time to time

Customer

The person of business who buys or agrees to buy services and/or Goods from Automatrics Limited.

End User

The owner or keeper of device to be tracked.

Goods

Such transmitters, location devices and other items as may be provided to Customer by Automatrics Limited from time to time

Automatrics MTrack Theft Recovery and Asset Tracking Device.

Automatrics MTrack, Automatrics MTrack Active or Automatrics MTrack Proactive GSM/RF/GPS Technology system – The hardware supplied to the Customer as set out in the provision of goods in this contract. The technologies used by the devices are utilised by our staff or our finding partner company staff to locate the Automatrics MTrack units. The Customer may also use the device to recover their assets themselves if supplied and trained with the recommended RF receiver. Details available upon request.

Inappropriate

Anything that:

(1) Is or may reasonably be considered to be obscene, indecent, offensive, harassing or menacing;

(2) Violates the rights of any third party (whether in relation to privacy, publicity, copyright or other intellectual property rights, confidentiality or otherwise)

(3) Is intended to or does cause annoyance, worry or inconvenience;

(4) That causes or contributes to any defamatory or libellous act; or

(5) That is otherwise unlawful or promotes or contributes to any unlawful activity

Location

Information on the location of an Automatrics MTrack provided by where appropriate GPS satellites or the Network GSM tracking provider and the RF homing beacon

Location Request

A request by Customer to be provided with details of the approximate Location of an mtrack unit

Monitoring and Finding

24/7 process of Monitoring Alarms, triggering alarms and amending the Automatrics MTrack configuration carried out by our staff. This entails receiving a GPS or GSM location from the devices and then finding the exact Location using homing beacon technology. This service is charged as set out in Schedule 1.

Agent / Retailer

Person or business that is authorised by Automatrics Limited from time to time to sell Automatrics Mtrack devices

Positional Accuracy

The accuracy within which the Automatrics MTrack whereabouts can be established

Service

The Automatrics Limited service provided from time to time by Automatrics Limited in the Area of Coverage, as detailed in the Service Description

Service Description

The description of the Service appearing on the Website and/or in Automatrics Limited official published literature from time to time. The service to monitor and check for alarms, then if necessary locate the Customers Automatrics MTrack device. If a device needs to be located, Automatrics Limited provides this service

Automatrics Limited are the providers of the National Finding Service to locate and liaise with the Customer and Police in relation to the Finding of their Automatrics MTrack and the asset it is protecting.

Tracking

The process of obtaining the Location of a device located in the Area of Coverage by means of the Service.

AUTOMATRICS LIMITED

Automatrics Limited, Merlin House, 4 Meteor Way, Lee-on-the-Solent, Fareham Hampshire, PO13 9FU The United Kingdom

Website

Means the website https://www.trackersecurity.co.uk/

1.2

In these Conditions:

1.2.1

Headings are used for convenience only and will not effect the interpretation of these Conditions;

1.2.2

Use of the singular includes the plural and vice versa and use of any gender includes the other genders;

1.2.3

Any reference to any statute, law, statutory instrument or other regulation having the force of law shall be deemed to include any lawful amendment, re-enactment, extension, replacement, modification, consolidation and/or repeal thereof.

1.2.4

Any reference to a person shall include natural persons, partnerships, corporate bodies, associations and all other legal persons of whatever kind howsoever constituted.

2 PROPERTY RIGHTS

2.1

The Goods are sold subject to the rights of any person whether in respect of any patent, trademark, registered design, copyright, confidential disclosure or otherwise to prevent or restrict the sale or use of the Goods in any part of the world and the Customer will in this respect accept such title to the Goods as Automatrics Limited may have. The Customer hereby acknowledges their sole responsibility to comply with all terms and conditions of any licence attaching to Third Party Software supplied and delivered by Automatrics Limited. The Customer hereby acknowledges that failure to comply with such terms and conditions may result in the Customer being refused a software licence or having the same revoked by the proprietary owner. The Customer hereby further agrees to indemnify Automatrics Limited in respect of all costs, charges or expenses incurred by Automatrics Limited as a result of any breach by the Customer of such conditions.

3 USE OF THE SERVICE AND/OR GOODS

3.1

Customer shall at all times be responsible for ensuring that its use of the Service and/or Goods is in accordance with all relevant statutes, regulations, directives and similar items having the force of law and that it has all permits, licences, consents and permissions required for the lawful use of the Service and/or Goods.

3.2

By supplying the Service and/or Goods, Automatrics Limited does not make any representation or give any warranty as to the legality of the Service and/or the use of Goods in the United Kingdom or in any other jurisdiction and, save as provided in clause 4.3, excludes all liability in relation to the same.

3.3

In particular but without limitation to clause 3.1, Customer shall not use the Service and/or Goods in any way, which is Inappropriate.

4 WARRANTIES AND liability

4.1

All warranties, conditions and other terms implied by statute or common law is, hereby excluded to the fullest extent permitted by law. It is the Customers responsibility upon entering into agreement to accept or reject terms and conditions regarding monitoring and finding, Automatrics Limited will use all reasonable efforts to ensure Abax AS Norway (the system providers) provider partner should Automatrics Limited cease trading.

4.2

Automatrics Limited shall not be liable for any claim to the extent that the claim relates to loss of profits, goodwill, anticipated savings, business opportunity, data or use of data, injury to reputation, third party losses or indirect, consequential or special loss or damage regardless of the form of action, whether in contract, strict liability or tort (including negligence) and regardless of whether Automatrics Limited knew or had reason to know of the possibility of the loss, injury or damage in question.

4.3

Nothing in these Conditions shall limit Automatrics Limited liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for breach of the conditions as to title and quiet enjoyment implied under English law or for any other liability, the exclusion or limitation of which is prohibited by English law.

4.4

Save as provided in clause 4.3, Automatrics Limited shall not have any liability to Customer unless a claim is brought within 6 months of the date Customer was or ought to have been aware of the circumstances giving rise to the claim.

4.5

Save as provided in clause 4.3 Automatrics Limited total aggregate liability under any claim or series of claims arising from any one act or default of Automatrics Limited howsoever such claim or claims arise (be it by negligence, breach of contract, misrepresentation or otherwise) shall in no circumstances exceed the aggregate to the price of the Goods in question and ultimately be limited on the liability maximums laid down by Automatrics Limited insurers.

4.6

Automatrics Limited is under no obligation to provide leasing or finance to the Customer. But this may be available upon request

4.7

Automatrics Limited accepts no liability for the actions, requests or responsibilities of any leasing or finance company if used to purchase the Goods and/or monitoring service.

5 FORCE MAJEURE

Automatrics Limited will not be liable for any failure to comply with its obligations under these Conditions to the extent that such failure results from circumstances beyond Automatrics Limited reasonable control.

6 NOTICES

6.1

Any notice, request, instruction or other document to be given by a party hereunder shall be delivered by hand, sent by pre-paid first class post, or by facsimile or e-mail transmission to the recipient's address, fax number or e-mail address notified to the other from time to time.

6.2

Unless proved otherwise, a notice shall be deemed to have been received if delivered by hand, at the time of delivery; if sent by facsimile or e-mail during the business day of transmission as long as the sender can show satisfactory transmission; and if sent by post, 48 hours after posting.

7 GENERAL PROVISIONS

7.1

Automatrics Limited may make changes to these Conditions from time to time. Any such change shall apply only to those Services and/or Goods purchased by Customer after the date of such change. Customer is reminded of the need to periodically check these Conditions for changes.

7.2

These Conditions contain all the terms agreed by the parties in relation to the provision of the Service and/or Goods and supersede all prior arrangements, understandings and arrangements whether oral, in writing or arising from a course of dealing. Customer acknowledges that in purchasing the Service and/or any Goods it has not relied upon any matter not set out herein.

7.3

A person who is not a party to the contract between Automatrics Limited and the Customer has no right under that contract (including, without limitation, these Conditions) whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

7.4

Customer shall not assign, transfer, sub-contract, delegate or in any way dispose of its rights and/or obligations under these Conditions without the prior written consent of Automatrics Limited. Customer acknowledges that Automatrics Limited may assign, sub-contract or delegate the whole or any part of its rights and/or obligations under these Conditions.

7.5

If any provision of these Conditions is held by any court or other competent authority to be invalid or unenforceable in whole or part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

7.6

The failure of Automatrics Limited to enforce or to exercise at anytime or for any period of time any right arising pursuant to this Agreement does not constitute and shall not be construed as a waiver of such term or right.

7.7

The laws of England shall govern these Conditions and any dispute arising out of or in connection with them shall be determined by the exclusive jurisdiction of the English Courts.

7.8

CONDITIONS APPLICABLE TO THE PROVISION OF THE SERVICE

8 PAYMENT

8.1

Customer shall pay Automatrics Limited the Charges for the Goods the Monitoring Service, and a finding fee if required . All payments must be made in pounds sterling (£) without set off or deduction by the method of payment detailed below in Schedule 1. All Charges are exclusive of VAT and the costs of delivery that shall be paid by Customer in addition to the Charges

8.2

The Customer shall pay the Price and any other sums due in respect of the Goods prior to dispatch, and the Customer shall pay in advance the annual service / subscription / monitoring fee.

8.3

On the fulfillment of the Company’s obligations under the contract, the Customer may renew the Contract by placing a new order with the Company that shall again constitute an offer that is open to be accepted or rejected by the Company.

8.4

Automatrics Limited may deliver by installments in such quantities as it may reasonably decide; such installments shall be separate obligations and no breach in respect of one or more of them shall entitle the customer to cancel any subsequent installments or repudiate this contract as a whole.

9 PROVISION OF SERVICE

9.1

In consideration of Customer's payment of the Charges, Automatrics Limited will provide the Service in accordance with the Service Description, subject to these Conditions.

9.2

Automatrics Limited warrants that it will provide the Service with reasonable care and skill but does not warrant and excludes all liability arising from:

9.2.1

The Positional Accuracy of the Service;

9.2.2

Any failure, inaccessibility or downtime (whether planned or otherwise) in the Network which results in a Location Request not revealing the Location of any End-User, either accurately or at all;

9.2.3

Any failure of or, its inability to provide, Tracking due to the End User's Automatrics MTrack being un-configured, having insufficient battery charge, in an area with no coverage for an extended period of time.

10 END USERS

10.1

Customer acknowledges and accepts that Automatrics Limited ability to provide the Service is dependent upon:

10.1.1

The End User consenting to be tracked at all times

10.1.2

The End User being in the Area of Coverage when a Location Request is made.

10.13

The End User ability to ensure the tracking device is well hidden and not easily detected by any third party

10.2

Customer shall be responsible for procuring each End User's initial consent to be Tracked in accordance with their own company policy and any necessary interpretation of the Data Protection Act or Human Rights Act, and withdrawing or refusing its consent to be Tracked.

10.3

Customer acknowledges that End Users have the right to withdraw from the Service at any time and that Automatrics Limited shall be bound to comply with any such withdrawal with immediate effect.

11 OBLIGATIONS OF CUSTOMER

11.1

Customer agrees to comply with these Conditions at all times in relation to its use of the Service.

11.2

Any code name, password and/or personal identification number issued to Customer (whether serial number or otherwise) are personal to Customer and Customer shall not disclose the same to any third party or allow any third party to use the Service using such code name, password and/or personal identification number.

11.3

Customer will not use the Service to provide location verification or similar services to any third party.

11.4

Customer acknowledges that:-

11.4.1

Positional Accuracy is a function of the available GPS or GSM Network signal in any particular area and therefore Positional Accuracy is better in certain areas due to coverage and visibility. Automatrics Limited makes no warranties against equipment that does not have a GSM signal and therefore finding which is dependent on this signal also carries the same requirement

11.4.2

Positional Accuracy can be affected by a number of other factors such as cell availability on the Network, Network up-time, Network maintenance, GSM signal strength and atmospheric conditions; and

11.7

In the event that Customer wishes to make Location Request to Automatrics Limited in respect of its employees Customer warrants that in all employment contracts and/or terms and conditions of service with such employees it has obtained the consent of such employees to be Tracked if such permission is required.

11.8

Customer shall indemnify and hold Automatrics Limited harmless against any and all loss, damages, costs, expenses and any other liabilities whatsoever awarded against, suffered, sustained or incurred by Automatrics Limited as a result of any claim:

11.8.1

Relating to improper use by Customer of the Service;

11.8.2

Resulting from Customer's breach of these Conditions; and

11.8.3

Otherwise arising out of the conduct of Customer in using the Service or any inaccuracy in any information provided by Customer.

118.4

Customer shall give to Automatrics Limited all reasonable assistance for the purposes of any such claim.

12 CANCELLATION AND SUSPENSION

12.1

Automatrics Limited shall be entitled to cancel the provision of the Service to Customer without refund penalty or liability forthwith on giving notice in writing to Customer if:

12.1.1

Customer commits any material breach of any term of these Conditions and (in the case of a breach capable of being remedied) shall have failed, within 30 days after the receipt of a request in writing from Automatrics Limited to do, to remedy the breach; or

12.1.2

Customer shall have a receiver or administrative receiver appointed over the whole or any part of its undertaking or assets or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if Customer shall enter into any voluntary arrangement with its creditors or shall become subject to an administration order or Customer ceases or threatens to cease to carry on business or shall suffer any similar insolvency or bankruptcy proceeding or action under the laws of any jurisdiction.

12.2

Automatrics Limited shall be entitled without penalty or liability to suspend the Customer's access to the Service at any time immediately upon written notice in the event that Customer uses or has reason to believe that the Customer is using the Service in any way that is Inappropriate.

12.4

The Customer shall not cancel the Contract without obtaining written consent from the Company. If consent is given, the Customer shall indemnify the Company against all loss of costs, charges, expenses and profit incurred by the Company in respect of the Contract up to the date of receipt by the Company of the written notification of cancellation by the Customer

13 EFFECT OF CANCELLATION

13.1

Any cancellation or suspension of the Service shall be without prejudice to any other rights or remedies a party may be entitled to under these Conditions or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such cancellation.

13.2

Upon cancellation of Service Automatrics Limited Cease the provision of the Service.

CONDITIONS APPLICABLE TO THE SUPPLY OF GOODS

14 DELIVERY & TITLE

14.1

In consideration of Customer's payment of the Charges, Automatrics Limited will provide the Goods and Services, subject to these Conditions.

14.2

No order for Goods will be binding until such time as Automatrics Limited has accepted it in writing.

14.3

Automatrics Limited will use reasonable endeavors to deliver the Goods to Customer within 28 days of the date upon which Customer's order is accepted by Automatrics Limited but time of delivery shall not be of the essence.

14.4

Risk in the Goods will pass to Customer upon delivery.

14.5

Title to the Goods shall not pass to Customer until such time as Automatrics Limited shall have received payment of all sums due to it from Customer.

14.6

Prior to the title in the Goods passing to the Customer the Customer shall hold the Goods as Fiduciary agent to Automatrics Limited and shall keep the Goods separate from any other goods properly stored, protected and insured and clearly identified and shall bear the costs thereof.

14.7

The Customer’s right to possession of the Goods shall terminate immediately upon the occurrence of any the events detailed in clauses 12.1.1 and 12.1.2. On termination of this agreement, howsoever caused, Automatrics Limited’s (but not the Customer's) rights contained in this clause 14 shall remain in effect.

14.8

The Customer grants Automatrics Limited, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.

15 MANUFACTURER’S WARRANTIES

Automatrics Limited will where possible use reasonable endeavours to pass to Customer the benefit of any warranties given by the manufacturer of the Goods. A defective Automatrics MTrack with a valid warranty will either be repaired or replaced with a new Automatrics MTrack. Replacement or repair of the product does not extend the original warranty period.

The warranty conditions for possible manufacturing defects does not cover:

defects without significance for the operation and use of the product

defects caused by the customer as a consequence of incorrect installation or use, and modifications or alteration to the product

defects resulting from abnormal use

A further condition for the warranty is that the identity number label on the device has not been altered or removed.

15.1

Automatrics limited warranties for three years from date of delivery the Automatrics MTrack devices to the following specification.

15.1.2

Upon receipt of an alarm or customer authorization, the unit can emit a radio homing beacon that complies with FCC regulations. Finding of the Automatrics MTrack using this signal is for professional Finding teams only and Automatrics Limited makes no warranties or guarantees for Finding.

15.1.3

The Automatrics MTrack battery will last in accordance with the Customers usage, although this is greatly affected by configuration. Promotional literature for the devices contains suggested lifetime of the battery based on laboratory conditions and do not necessary reflect the type of usage the device is put through by the Customer.

15.2 Automatrics Limited makes no guarantee or warranty that the mtrack unit can be recovered if stolen.

16 OBLIGATIONS OF CUSTOMER

16.1

Customer agrees to comply with these Conditions at all times in relation to its use of the Goods.

16.2

Customer agrees to understand the mtrack specification as set out in Section 15.

16.3

Returns

16.3.1

The Customer shall inspect the Goods immediately on delivery and shall within 14 days of delivery notify Automatrics Limited of any damaged goods, defects or discrepancies.

16.3.2

Any damaged defective or unopened Goods must be returned to Automatrics Limited within 14 days of delivery.

16.3.3

If the Customer returns any Goods more than 60 days after the invoice date Automatrics Limited will make good by repair or at Automatrics Limited’s sole option replace any Goods which under proper use are, or become, defective within a period of 36 months from the date of invoice.

16.3.4

Before returning any Goods to Automatrics Limited for whatever reason a return authorisation number (RAN) must be obtained and the returns procedures and conditions detailed below must be followed. RAN numbers are valid for 14 days only.

16.4 Customer acknowledges that:-

16.4.1

Abax AS are responsible for ensuring the hardware complies with the specification in Section 15 and the hardware or the Automatrics Limited Service, Monitoring and Finding cannot ensure the Finding of a stolen Automatrics MTrack

16.4.2

16.4.3

Relating to Inappropriate use by Customer of the Service;

16.4.4

Resulting from Customer's breach of these Conditions; and

16.4.5

Otherwise arising out of the conduct of Customer in using the Service or any inaccuracy in any information provided by Customer.

16.4.6

If the Customer utilises the services of a financing or leasing company to pay for the Goods, the Terms & Conditions of the company must be adhered to and the Customer shall not hold Automatrics Limited liable for the actions or requirements of that finance or leasing company.

16.5 Returns Procedure

16.5.1

First you must obtain a Return Authorisation Number (RAN). For refund as 16.6.1 or faulty or incompatible Goods please call our Technical Department on 01329 663812. In order to expedite returns some Goods are referred to the manufacturer who will deal with the return.

16.5.2

We will only accept Products that are in a ‘Returnable Condition’. For Products to be in a Returnable condition they must be returned to us with all items included in the original sale. For Goods being returned for a refund the original product packaging must also be returned in a suitable condition.

16.5.3

The Product must be adequately wrapped to prevent damage during transit with the Returns Number clearly marked on the outside of the package. It would help us to speedily process your return if you also enclosed a detailed note of the fault.

16.5.4

Send your package to: Automatrics Limited, Forum 3, Solent Business Park, Fareham, Hampshire. PO15 7FH

16.5.5

Automatrics Limited does not accept liability for packages damaged during transit and proof of postage is not proof of delivery. You are therefore strongly advised to send your package by recorded delivery, registered post or courier and maintain sufficient insurance to cover the value of the goods. The cost of return carriage is to be borne by the customer.

16.5.6

On receipt of the package the product will be tested against the stated fault (if any). Tested Goods found to be in full working order will be returned to the customer or refunded under 16.6.1

16.6 Refund Policy

16.6.1 Shopper has right to cancel within (14) fourteen Days from the receipt of goods.

16.6.2 Return of goods for refund must follow the Returns Procedure 16.5

17 GOODS IMPORTED FROM THE UNITED STATES

Certain Goods supplied by Automatrics Limited may have been purchased from the United States of America under certain agreements; such agreements restrict or forbid subsequent re-exportation from the United Kingdom. The Customer agrees not export any products supplied by Automatrics Limited without first obtaining all appropriate approval from the relevant authorities.

Schedule 1 – Charges

PRICE

Hardware, and Monitoring price lists, catalogs, advertising matter or similar materials issued by Automatrics Limited are indicative only as to the price and range of products available from time to time and information contained therein shall not be binding on Automatrics Limited.

The Price shall be the price quoted by Automatrics Limited at the time of the Customer placing the order and shall exclude delivery charges and Value Added Tax (which shall be due at the rate ruling on the date of Automatrics Limited invoice)

Automatrics Limited reserves the right to amend quoted prices and delivery charges at anytime prior to delivery

A UK mainland radio finding operation may be subject to a “finding fee” of £500 for an agent to attend site. Finding fees are only charged when assets are found and would, where reasonably possible, be confirmed with the client or the insurance company prior to an agent being deployed.

LEASING

Where leasing, customers must read and agree to the leasing companies own Terms & Conditions. Automatrics Limited can arrange leasing, but the relationship is between the Customer and the finance company. Note that fees for arranging and throughout the lifetime of the finance are normally applicable.

The Customer is advised to note that the Goods leased or financed remain the property of the leasing/finance company until a final payment is made unless their Terms and conditions state otherwise. These companies will normally insist that the goods are insured.