1. In these Terms and Conditions and unless the context otherwise requires:–
1.1 “Account Holder” means the Principal Cardmember or Corporate Cardmember in whose name a Card Account has been opened by Best Petrol & Diesel Supply Pte Ltd.
1.2 “Card” means a payment card issued by Best Petrol & Diesel Supply Pte Ltd and bearing the Shell name and/or mark that can be used in conjunction with the PIN assigned to it to make Card Transactions;
1.3 “Card Account” means an account opened and maintained by Best Petrol & Diesel Supply Pte Ltd in the name of an Account Holder.
1.4 “Card Account Number” means the number assigned by Best Petrol & Diesel Supply Pte Ltd to the Card Account.
1.5 “Card Account Statement” means a statement rendered by Best Petrol & Diesel Supply Pte Ltd of the amounts charged debited, credited and/or paid in relation to the Card Account referred therein;
1.6 “Cardholder” means a person, being a Cardmember or Corporate Cardholder, duly authorized to hold and use a card.
1.7 “Cardmember” means a person to whom a Card has been issued and includes a Principal Cardmember, Supplementary Cardmember and Corporate Cardmember;
1.8 “Card Transaction” means a payment (whether for goods and/or services or of charges incurred or otherwise) made by a Cardholder through the use of a Card;
1.9 “Corporate Card” means a Card issued to an individual company or firm bearing the name of the Corporate Cardmember and/or Corporate Cardholder particulars such as NRIC Number, ROC Number etc.
1.10 “Corporate Cardholder” means a person authorized by a Corporate Cardmember to hold and use a Corporate Card issued to the Corporate Cardmember.
1.11 “Corporate Cardmember” means the individual, corporation, society or firm to whom a Card or Cards has or have been issued for use by Corporate Cardholder(s);
1.12 “Maximum Limit” in relation to any Card Account means the maximum permissible debit balance for that Card Account as may be stipulated by Best Petrol & Diesel Supply Pte Ltd from time to time;
1.13 “PIN” in relation to any Card means the Personal Identification Number Assigned on behalf of Best Petrol & Diesel Supply Pte Ltd by Shell to that Card which may be used to effect Card Transactions in conjunction with presentation of the Card or to effect telephone requests via Interactive Voice Response (IVR) facility in conjunction with the Card Account Number;
1.14 “Principal Card” means a Card issued to the Principal Cardmember and bearing either his/her name or NRIC / ROC / Vehicle Number;
1.15 “Principal Cardmember” means an individual person in whose name Card Account has been opened by Best Petrol & Diesel Supply Pte Ltd;
1.16 “Purchase Limit” in relation to any Corporate Card means the periodic maximum permissible debit balance for that Corporate Card as may be set by Best Petrol & Diesel Supply Pte Ltd at the request of the Corporate Cardmember;
1.17 “Shell” means Shell Eastern Petroleum (Pte) Ltd;
1.18 “Best Petrol & Diesel Supply Pte Ltd Card Application Form” means the form for card application as may from time to time be prescribed by Best Petrol & Diesel Supply Pte Ltd and includes the Card Application Form (Corporate) and the Card Application Form (Personal / Individual);
1.19 “Supplementary Card” means a Card issued to the Supplementary Cardmember and bearing his/her name, NRIC or Vehicle Number;
1.20 “Supplementary Cardmember” means an individual person to whom a Card has been issued at the request of a Principal Cardmember and the amounts of whose Card Transactions shall be debited to the Card Account opened in the name of the Principal Cardmember;
LOSS OF CARD OR DISCLOSURE OF PIN
2.1 At all times Cards shall remain the property of Shell and may be used by Cardmembers and Cardholders only in the accordance with the terms and conditions herein. Shell and Best Petrol & Diesel Supply Pte Ltd reserves the right to require a Card to be returned on demand for any reason whatsoever.
2.2 No Card shall be used by and no PIN shall be disclosed to any person other than as allowed by Shell & Best Petrol & Diesel Supply Pte Ltd. A Corporate Cardmember may disclose the PIN in relation to a Corporate Card to an authorised Corporate Cardholder.
2.3 Loss or theft of any Card must be notified to Shell and Best Petrol & Diesel Supply Pte Ltd immediately upon discovery. Telephone notification may be effected via the telephone number 1800 261-5322 and 6898 2525 provided that such telephone call must thereafter be followed by written notice thereof to Shell and Best Petrol & Diesel Supply Pte Ltd within forty-eight (48) hours. Notwithstanding any such telephone notification, Best Petrol & Diesel Supply Pte Ltd reserves the right to debit the Card Account in respect of any and all Card Transactions effected prior to the receipt by Best Petrol & Diesel Supply Pte Ltd of such written notice of such loss or theft.
2.4 All Cardholders shall provide such information as is within its or his knowledge of the circumstances leading to the loss or theft of any Card and shall render such assistance as Best Petrol & Diesel Supply Pte Ltd may deem appropriate to effect recovery of the Card and/or the apprehension of any person who has stolen or wrongfully used the Card.
2.5 In the event a Card is lost, stolen, damaged or defaced, Best Petrol & Diesel Supply Pte Ltd may at its sole discretion issue a replacement Card and debit the Card Account with a replacement fee of S$10.00.
2.6 Notwithstanding anything contained herein, Best Petrol & Diesel Supply Pte Ltd shall be entitled at its absolute discretion to refuse to issue renew, reissue or replace any Card.
3.1 For each Account Holder, Best Petrol & Diesel Supply Pte Ltd shall open and maintain a Card Account.
3.2 Best Petrol & Diesel Supply Pte Ltd shall debit the Card Account for the amount of every Card Transaction made through the use of all Cards issued to the Account Holder.
3.3 Best Petrol & Diesel Supply Pte Ltd shall debit the Principal Cardmember’s Card Account for the amounts of Card Transactions made through the use of any Supplementary Card issued at the request of the Principal Cardmember.
3.4 Best Petrol & Diesel Supply Pte Ltd may set a Maximum Limit in relation to the Card Account and may vary the Maximum Limit without notice. Notwithstanding any Maximum Limit that may be set, Best Petrol & Diesel Supply Pte Ltd may in its absolute discretion approve any proposed Card Transaction and allow the debit balance on the Card Account to exceed the Maximum Limit even in the absence of any request from the Account Holder.
3.5 The Corporate Cardmember may request for a Purchase Limit to be set in respect of any Corporate Card issued to the Corporate Cardmember. Notwithstanding that any Purchase Limit may have been exceeded in relation to any Card, Best Petrol & Diesel Supply Pte Ltd shall be under no obligation to restrict or terminate the use of that Card and may approve any proposed Card Transaction in relation to that Card. Best Petrol & Diesel Supply Pte Ltd shall not be liable to the Corporate Cardmember for any loss or damage as a result of any Card Transaction being in excess of the Purchase Limit.
3.6 Best Petrol & Diesel Supply Pte Ltd may, at any time in its absolute discretion and without assigning any reason, refuse to approve any proposed Card Transaction notwithstanding that the total debit balance on the relevant Card Account or Card at such time would not have exceeded the Maximum Limit or Purchase Limit if any, then applicable if the amount of such Card Transaction was debited thereto.
4.1 The Account Holder shall forthwith pay on demand by Best Petrol & Diesel Supply Pte Ltd at any time and from time to time any and all charges and debits which may be incurred on or posted in the Card Account and all other sums which may be due to Best Petrol & Diesel Supply Pte Ltd in relation to the Card Account without deduction or set-off for any reason whatsoever not later than the payment due date specified in the Card Account Statement.
4.2 Payment shall be effected by GIRO or Approved Credit Cards, unless otherwise allowed by Best Petrol & Diesel Supply Pte Ltd.
4.3 If payment of the entire debit balance shown on the Card Account Statement is not received by Best Petrol & Diesel Supply Pte Ltd on the payment due date specified therein, Best Petrol & Diesel Supply Pte Ltd shall be entitled to levy a late payment charge or fee at the rate of 2% per month calculated from the payment due date until payment is made subject to a minimum charge or fee of S$3.00 whichever is higher. Best Petrol & Diesel Supply may debit the Card Account in respect of any late payment charge or fee levied at bi-weekly or such other intervals as may be determined by Best Petrol & Diesel Supply Pte Ltd.
4.4 Best Petrol & Diesel Supply Pte Ltd shall be entitled to appropriate any payment received by Best Petrol & Diesel Supply Pte Ltd from any Cardholder in such manner as Best Petrol & Diesel Supply Pte Ltd may in its absolute discretion determine notwithstanding any specific appropriation by the Cardholder.
LIABILITY OF CARDHOLDERS
5.1 Every Corporate Cardmember shall be responsible to ensure that each Corporate Cardholder using a Card under its Card Account shall be made aware of and shall complywith the terms and conditions herein.
5.2 Every Principal Cardmember shall be responsible to ensure that each Supplementary Cardmember using a Card under his Card Account shall be made aware of and shall comply with the terms and conditions herein.
5.3 Notwithstanding anything contained in Clause 4.1 herein, the Principal Cardmember and each Supplementary Cardmember shall be jointly and severally liable to Best Petrol & Diesel Supply Pte Ltd for the entire balance which may become due to Best Petrol & Diesel Supply Pte Ltd at any time on the Card Account.
5.4 All Cardholders shall ensure that Best Petrol & Diesel Supply Pte Ltd is kept informed and updated of changes of any particulars contained in any Best Petrol & Diesel Supply Pte Ltd Card Application Form.
TERMINATION AND SUSPENSION
6.1 Best Petrol & Diesel Supply Pte Ltd may at any time without assigning any reason whatsoever and without prior notice to any Cardmember change, de-activate or revoke the use of any PIN and/or terminate or suspend the use of any Card and/or Card Account.
6.2 Suspension of any Card or Card Account by Best Petrol & Diesel Supply Pte Ltd shall be without prejudice to Best Petrol & Diesel Supply Pte Ltd rights of termination and shall not affect any Account Holder’s obligation to make payment to Best Petrol & Diesel Supply Pte Ltd with respect to the Card Account.
6.3 A Cardmember may terminate use of a Card at any time by giving Best Petrol & Diesel Supply Pte Ltd fourteen (14) days’ notice of intention to terminate and returning the card, cut in half, to Best Petrol & Diesel Supply Pte Ltd.
6.4 No termination (whether by Best Petrol & Diesel Supply Pte Ltd or a Cardmember) shall affect Best Petrol & Diesel Supply Pte Ltd’s right to debit the Card Account in respect of any Card Transaction effected prior to Shell’s actual receipt of the Card.
6.5 Upon any termination of a Principal Card (in the case of an individual) or of all Corporate Cards (in the case of a corporation, society or firm), all sums due to Best Petrol & Diesel Supply Pte Ltd on the Card Account shall become immediately due and payable and the Account Holder shall forthwith pay to Best Petrol & Diesel Supply Pte Ltd any and all charges and debits which may be incurred on or posted in the Card Account and all sums which may be due to Best Petrol & Diesel Supply Pte Ltd in relation to the Card Account.
6.6 Best Petrol & Diesel Supply Pte Ltd may close the Card Account of a Cardholder upon the termination of a Card (whether by Best Petrol & Diesel Supply Pte Ltd or a Cardmember) or at any time thereafter as it deems fit. Upon the closure of the Card Account, Best Petrol & Diesel Supply Pte Ltd may: (a) where the Card Account has a credit balance of more than S$10.00, arrange for a refund of the said credit balance by GIRO or by way of cheque or any other mode of payment as Best Petrol & Diesel Supply Pte Ltd deems fit, less a refund processing fee of S$10.00 or any other rate as may be imposed by Best Petrol & Diesel Supply Pte Ltd from time to time; (b) where the Card Account has a credit balance of S$10.00 or less, Best Petrol & Diesel Supply Pte Ltd shall be entitled to charge a processing fee for closing the Card Account which shall be equivalent to the said credit balance. In such event, no refund will be made to the Cardholder upon closure of the Card Account.
8.1 Best Petrol & Diesel Supply Pte Ltd shall not be responsible for the quality or Fitness for purpose or any other matter relating to any goods or services supplied in relation to any Card or Sale Transaction.
8.2 Best Petrol & Diesel Supply Pte Ltd shall not be liable in any way whatsoever if any person fails or refuses to honour any Card for any reason whatsoever.
8.3 Best Petrol & Diesel Supply Pte Ltd shall not be liable for any loss or damage suffered by the Cardholder by reason of: (a) any event or occurrence beyond the reasonable control of Shell and Best Petrol & Diesel Supply Pte Ltd; (b) any loss or damage suffered by a Cardholder arising out of or in connection with the use of the Card that is not caused by the willful misconduct or negligence on the part of Shell and Best Petrol & Diesel Supply Pte Ltd or its employees; or (c) any loss suffered by the Cardholder as a result of any breakdown, or failure of any machine, date processing or communication system or transmission link.
9.2 Best Petrol & Diesel Supply Pte Ltd may at any time assign all or any part of its rights and/or obligations relating to any Card without prior notice to or consent of any Cardmember.
10.1 Best Petrol & Diesel Supply Pte Ltd may vary the terms herein from time to time without notice. Best Petrol & Diesel Supply will endeavour on a best efforts basis to notify Cardmembers of such variation as soon as practicable according to Clause 12 below.
10.2 If a Cardmember does not accept any such variation, the Cardmember must terminate the Card in accordance with and subject to Clause 6 herein within 14 days of receipt of becoming aware of any such variation failing which the Cardmember shall be deemed to have accepted and agreed to such variation without reservation.
11. No failure on the part of Best Petrol & Diesel Supply Pte Ltd at any time to enforce or require the strict adherence and performance of any of the terms or conditions herein shall constitute a waiver of such terms or conditions or affect or impair such terms or conditions in any way or the right of Best Petrol & Diesel Supply Pte Ltd at any time to avail itself of such remedies as it may have for any breach of such terms or conditions.
12. Statements, notices, demands or other communication shall be deemed to have been given by Best Petrol & Diesel Supply Pte Ltd to a Cardmember if they are sent to the latest address of the Cardmember that is on record with Best Petrol & Diesel Supply Pte Ltd or published in such form and media (including online) as Best Petrol & Diesel Supply Pte Ltd may select:- (a) on the day of delivery, if sent by hand; (b) on the next day after posting, if sent by post; or (c) on the date of publication, if published.
13.1 Time whenever mentioned shall be of the essence.
13.2 Any certificate signed by any officer of Best Petrol & Diesel Supply Pte Ltd for the time being stating the amount due to Best Petrol & Diesel Supply Pte Ltd on any Card Account as at any date therein specified shall be conclusive evidence as against the Account Holder of the amount due to Best Petrol & Diesel Supply Pte Ltd on that Card Account as at that date and of the liability of the Account Holder with respect to the amount.
13.3 Cardmembers hereby indemnify Shell and Best Petrol & Diesel Supply Pte Ltd against all claims losses damage demands actions penalties fines costs and expenses of any nature whatsoever and howsoever arising which Shell and Best Petrol & Diesel Supply may incur sustain or suffer arising out of or in relation to the issuance and use of any Card issued to them.
13.4 Cardmembers shall pay and reimburse Shell and Best Petrol & Diesel Supply Pte Ltd on demand for all costs fees and expenses incurred by Shell and Best Petrol and Diesel Supply Pte Ltd in enforcing or attempting to enforce Best Petrol & Diesel Supply and Shell’s rights herein against the Cardmember or in recovering or attempting to recover any sum due to Shell and Best Petrol & Diesel Supply Pte Ltd from the Cardmember and such fees and expenses shall be calculated on a full indemnity basis and shall include the fees and expenses incurred in instructing Best Petrol & Diesel Supply and Shell’s solicitors to prepare and despatch any letter of demand to the Cardmember and to make any winding up or bankruptcy search with respect to the Cardmember.
13.5 Any writ summons or document by which an action in Court is begun relating to any Card and any notice or demand may be served on the Cardmember by leaving the same at the latest address of the Cardmember on record with Best Petrol & Diesel Supply or by sending the same by ordinary prepaid post to the said address and if so posted the same shall be deemed to have been duly served on the date immediately following the date of posting.
13.6 In the event that any provision or condition herein shall be or at any time shall become invalid, illegal or unenforceable in any respect under any law, such invalidity, illegality or unenforceability shall not in any way affect or impair any other provisions or conditions herein and these Terms and Conditions shall be construed as if such invalid or illegal or unenforceable provision or condition had never been contained herein.
13.7 Where a Card bears a name and/or mark indicating that the Card may be used to obtain benefits and/or privileges under any programme, the prevailing terms and conditions governing that programme issued by the person indicated by that name and/or mark shall apply and (except for the Escape Programme) Shell and Best Petrol & Diesel Supply Pte Ltd shall not be responsible in any manner whatsoever for the proper operation of the programme. Unless otherwise notified by Shell, Corporate Cardmembers and Corporate Cardholders will not be eligible to enrol in the Shell Escape Programme or be eligible to accumulate points for any purchases made using the Corporate Card.
13.8 Shell may, at any time in its absolute discretion and without assigning any reason, treat categories of Cardholder differently in that benefits and and/or privileges may be offered or granted to certain categories of Cardholders but not to others.
13.9 These Terms and Conditions are governed by Singapore Law. All Cardmembers and Cardholders hereby submit irrevocably to the non-exclusive jurisdiction of the Courts of Singapore
ADDITIONAL SOLUTIONS TERMS AND CONDITIONS
These additional terms and conditions shall be read in conjunction with our terms and conditions which can be found at https://bestpetrol.com.sg/terms-conditions/ (“Customer Terms and Conditions”), and shall apply to your purchase, subscription for and/or use of:
(i) Electric vehicle charging services solutions through the Shell Card (“EV Charging Solutions”);
(ii) Shell telematics solutions (“Shell Telematics Solutions”);
(iii) BestTrack telematics solution (“BestTrack Telematics Solutions”); and
(iv) CO2 compensation solutions (“CO2 Compensation Solutions”).
(“the Additional Solutions”) as the case may be.
DEFINITIONS AND INTERPRETATION
1.1. Terms defined in the Customer Terms and Conditions shall have the same meaning when used in this Agreement, unless defined below or revised pursuant to this Agreement. In addition, the definitions below shall apply:
1.1.4 “Best Petrol”, “we” and/or “us” means Best Petrol & Diesel Supply Pte Ltd.
1.1.9. “Customer Infrastructure” means any assets whether tangible or intangible owned or contracted for by you, provided title has not passed and will not pass to Shell or Best Petrol & Diesel Supply Pte Ltd including, without limitation, Vehicles, systems (including IT system), employees accounts, goods or systems required for the transmission and processing of Technical Data.
1.1.12. “Input Data” means the data which may be collected from you in relation to the provision of the Additional Solutions (including, without limitation, all forms of Customer Infrastructure operating and usage data, reports, maintenance, records, failure modes, 3rd party analyses and telematics data).
1.1.14. “Output Data” means the information and insights generated in relation to the provision of the Solution and made available to you in accordance with these terms and conditions.
1.1.15. “Public Charging” means charging of compatible electric vehicles on the Public Charging Network.
1.1.16. “Public Charging Network” means public charge points for charging of compatible electric vehicles, access to which is provided by Shell, its Affiliates or Fleet Solutions Partners accessed at https://www.shell.com.sg/motorists/shell-recharge-for-ev.html or by downloading the Shell Recharge App.
1.1.18. “Shell Card” has the meaning ascribed in Clause 3.1 of this Agreement.
1.1.20. “Technical Data” means Input Data and/or Output Data.
1.1.21. “Trade Control Laws” means any applicable trade or economic sanctions or embargoes, Restricted Party lists issued by the respective authorities, controls on the imports, export, re-export, use, sale, transfer, trade, or otherwise disposal of goods, services or technology, anti-boycott legislation or similar laws or regulations, rules, restrictions, licenses, orders or requirements in force from time to time, including without limitation those of the European Union, the United Kingdom, the United States of America or other government laws applicable to any of the Parties.
1.1.22. “Vehicle” means any vehicle legally owned, hired or leased by you in relation to which the Additional Solutions are provided.
1.2 For the avoidance of doubt, each Schedule shall only apply insofar as you have subscribed for the Additional Solution(s) in question, and in the event of any conflict or contradiction between any Schedule and the Customer Terms and Conditions, the provisions of the Schedule shall prevail.
SCHEDULE 1 – EV CHARGING SOLUTIONS
1. Electric Vehicle Charging Services
1.1 You shall be provided with a RFID-enabled Card for your access and use of the Public Charging Network.
1.2 By using the Electric Vehicle Charging Services you hereby consent to our collection and provision of Technical Data.
1.3 You shall abide by all rules, regulations, procedures and/or directions set or given by Shell at the Public Charging Network or which are applicable to the Public Charging Network and/or Public Charging in Singapore.
2. Public Charging Prices
All fees and charges for Public Charging and otherwise accessing and using the Public Charging Network shall be set by Shell, and we reserve the right to charge a service fee and/or monthly subscription which we may revise from time to time.
Best Petrol’s total liability to you under or in connection with EV Charging Solutions whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, shall not exceed the amount paid (or would have been) by you for your use of the EV Charging Solutions, and we shall be liable for any loss of actual or anticipated profit, losses caused by business interruption, loss of goodwill or reputation or any indirect, special or consequential cost, expense, loss or damage suffered.
SCHEDULE 2 – SHELL TELEMATICS SOLUTIONS END-USER AGREEMENT (“EUA”)
SECTION A: GEOTAB TERMS
1. For the purposes of Sections A and B, references to: (A) “we”, “us” or “our” below mean Shell; and (B) “you” or “your” means the Customer.
2. LICENSE. We grant You a limited, revocable, non-exclusive right to use any software, firmware, and intellectual property (collectively “software”) embodied in the Telematics Solution solely for Your own internal business purposes and solely in connection with Your use of our in-vehicle telematics devices, on the condition and so long as You comply with all terms and conditions of this EUA. Except as otherwise provided herein, such rights are non-assignable, nontransferrable, and non-sublicensable. You may not extract, copy or use the software in connection with any other Product or for use on any other device.
3. PRODUCTS OWNERSHIP. The Telematics Solution is protected by copyright and other intellectual property rights. Software and services are not sold, but only licensed or made available on a limited basis. Notwithstanding anything to the contrary herein, and notwithstanding any reference to the sale of any product to You hereunder, except for the rights expressly granted to You under this Agreement, all right, title and interest (including all copyrights, trademarks, service marks, patents, inventions, trade secrets, intellectual property rights and other proprietary rights) in and to the Telematics Solution and any copies thereof (regardless of the form of media upon which such copies are recorded) are and shall remain exclusively owned by us and our licensors. You shall not remove or attempt to remove any mark, label, or legend from the Telematics Solution.
4. PROTECTIVE MEASURES. The Telematics Solution may contain technological measures (including the ability to disable the Telematics Solution) designed to prevent the illegal usage of software or other violations of this EUA or applicable law. You agree not to circumvent or attempt to circumvent such measures.
5. UPDATES AND PATCHES. We and our suppliers shall continuously improve our Telematics Solution and may, from time to time, cause software updates to be automatically installed with or without prior notification to You or provide access to updates through our website. You hereby consent to such automatic installations and agree to use only the updated version once it has been installed.
6. RESTRICTIONS. To the fullest extent permissible under applicable law, You agree not to: (a) disclose, transfer or transmit in any manner any services, software or other copyrightable or licensed elements of the Telematics Solution, whether temporarily or permanently; (b) modify, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form any software elements of Telematics Solution; (c) use the Telematics Solution in a manner that violates laws or rights of others; (d) use the Telematics Solution: as part of a failsafe design for dangerous or emergency applications or as part of control measures required for hazardous materials, life support systems or munitions or weapons; (e) engage in any activity that interferes or disrupts services or any computer, software, network or other device used to provide the services; or (f) attempt, or cause, permit or encourage any other person to do any of the foregoing. COMPLIANCE. You shall comply with all applicable laws, including export control laws and regulations of the European Union, USA and Canada. You shall not export or re-export any Product directly or indirectly in contravention of such laws and regulations. You further acknowledge that the Telematics Solution cannot be exported to, or used in, countries listed on Canada’s Area Control List, including (as of the date of this EUA) North Korea as well as China and Russia. Your obligations in the Agreement in relation to Trade Control Laws and Antibribery Laws apply equally to the Telematics Solution.
7. SECURITY. You should keep all user identification and passwords (Your “Login Credentials”) secure. You are solely responsible for any actions taken using Your Login Credentials. If You believe the security of Your Login Credentials has been compromised, or You suspect unauthorized use, You must promptly notify us. We and our suppliers will be entitled to treat all communications, instructions and transactions as authorized by You if Your Login Credentials are used, unless You have notified us of a compromise or unauthorized use of Your Login Credentials. If we suspect, in our reasonable opinion, fraudulent or unauthorized activity on Your account, we and our suppliers reserve the right to terminate or suspend Your access to our website or any applicable services or both and will use reasonable efforts to contact You.
8. CONFIDENTIALITY AND DATA TRANSFER. We and our suppliers will implement and maintain reasonable technical and organizational security and data storage policies and measures consistent with industry standards for facilities within our control and make these measures and policies available to You on request. You acknowledge and agree that data may be stored or transmitted through third party facilities, third party services or common carriers, including without limitation the internet, in the course of using the Telematics Solution. You shall not provide third parties with access to any software and non-public information in and regarding the Telematics Solution and any other confidential information that we or our suppliers provide without our prior written consent, except to Your own employees, subject to adequate confidentiality agreements.
9. YOUR VEHICLE DATA. With respect to any vehicle data generated by and associated with the devices installed in Your vehicles (“Individual Vehicle Data”) that is transmitted or processed using the Telematics Solution, You hereby instruct us and our suppliers and grant us and our suppliers the right to use, process and transmit Individual Vehicle Data as reasonably required for the purposes for which it is provided to us and our suppliers, including the provision, administration, troubleshooting and improvement of the Telematics Solution or as required by applicable law. In furtherance of such purposes, based on certain non-position data elements in Your vehicle database (such as vehicle VIN), from time to time in certain jurisdictions we or our suppliers may query, on a confidential basis, databases maintained by reputable third-party providers for additional information.
10. AGGREGATED DATA. You acknowledge that our supplier compiles, stores and uses aggregated data and system usage information to monitor and improve the Telematics Solution and for the creation of new products. This aggregated data is no longer associated with a device and as such is not Individual Vehicle Data. Our supplier will not attempt to disaggregate the data or re-associate it with a device without Your consent, or unless legally compelled to do so or required to do so for safety or troubleshooting purposes.
11. FEEDBACK. You understand and agree that any feedback, input, suggestions, recommendations, improvements, changes, specifications, test results, or other data or information that You provide or which is made available to or gathered by our supplier arising from or related to Your use, testing, integration or evaluation of the Telematics Solution, including our supplier’s website and including in the course of utilizing support, maintenance or other services (“Feedback”), shall be jointly owned by Geotab and its suppliers as tenants in common (and for greater certainty, no party will have a duty to account to any other party and each party will be free to use, exploit, modify, transfer or sell Feedback or its rights therein or thereto without the consent of any other party). Without limiting the generality of the foregoing, Feedback may be used by Geotab and its suppliers to modify, enhance, maintain and improve the Telematics Solution or otherwise without any obligation or payment to You or to any of Your customers whatsoever.
12. INSTALLATION WARNING. Certain vehicles or installation configurations may require professional installation, additional equipment or modifications to Your vehicles. If You are uncertain that You have the requisite skills and understanding to install Telematics Solution, You must consult with an authorized reseller or installer. Improper installation can lead to short circuits and the risk of fire, leading to personal injury or significant damage to Your vehicle. Installation or servicing may also require modifications to Your vehicle. Failure to comply with procedures specified in the installation instructions for a Product, or attempting to install the Telematics Solution without adequate knowledge of our Telematics Solution, proper installation, configuration, servicing, repair or removal procedures, or Your vehicle may result in damage to the Product or Your vehicle, which may cause malfunctions of vehicle controls or vehicular environmental systems and result in personal injury. You understand that any such activities not performed by an authorized reseller or installer will be at Your sole risk. You hereby release and forever discharge, and will indemnify and hold harmless, us, our affiliates, resellers and agents and their directors, officers, employees and representatives from any and all losses, actions, causes of action, liability, claims, demands, penalties, costs, expenses (including legal fees and disbursements on a full indemnity basis), judgments and damages of any nature or kind whatsoever, whether under contract, tort, or any other theory of law or equity, which You or any other third party has or will have, arising or accruing from, as a result of, in relation to, or in connection with, the same.
13. ASSIGNMENT. This Agreement and any rights granted to You under this EUA may not be transferred or assigned by You, in whole or in part, whether voluntarily, by operation of law, or otherwise, without our prior written consent and any such attempted assignment or transfer shall be null and void, except that You may assign this EUA in its entirety to a purchaser of all or substantially all of Your assets or business or in connection with a merger, amalgamation, reorganization or similar transaction without consent any upon written notice to us. Subject to the foregoing, this EUA will inure to the benefit of and be binding upon the respective successors and permitted assigns of You and us. This EUA may be assigned or novated by us in our sole discretion by way of written notice to You.
14. LIABILITY. You agree that Geotab has no liability to You, whether direct, indirect, consequential or otherwise and You hereby waive any and all such claims and demands.
B. OTHER PROVIDER TERMS
1. By accepting the above terms, You also accept these Other Provider terms. The Telematics Solution contains or functions in connection with software, services and other products made or offered by companies that are not affiliated with us or Geotab, many of which require us to pass through their terms to You and/or require You to accept their terms as a condition to Your use of our Telematics Solution. These Other Provider terms contain important terms and conditions that affect Your rights and obligations. Some of the providers detailed below reserve the right to amend their terms from time to time, as specified below, and by accepting such Other Provider terms as part of the above terms, You agree to accept amended versions of such Other Provider terms. You agree that it is Your responsibility to review, determine applicability and comply with the terms set forth below as well as to check for updates and changed URLs.
2. DATA STORAGE
More than one provider for data storage services is used to deliver the Telematics Solution. Currently we use a thirdparty co-location facility in Canada to house the data storage servers, and we use Google Cloud Platform as the primary cloud data storage provider. As such, Your data will be stored either on servers at the Canadian co-location facilities or on Google’s servers in various locations. The following terms are applicable to data storage services. If You have any questions about where Your Individual Vehicle Data is stored, please contact us.
Google Cloud Platform Terms Consent.
You consent to the transmission, storage, use and processing of Your data by us, our supplier and/or Google according to this EUA using Google’s Cloud Platform. Additionally, You consent to Google processing and storing Your data anywhere Google or its agents and sub-processors maintain facilities for which we or our supplier has contracted, except if You are located in Europe, in which case we and our supplier have made arrangements to have Your data stored on Google servers in Europe. By using the services, You consent to this processing and storage of Your data. Under this EUA, Google is merely a data processor.
Google Cloud Platform Acceptable Use Policy. You agree to be bound by the Google Cloud Platform Acceptable Use Policy, available at: https://cloud.google.com/terms/aup. Violation of the Google Cloud Platform Acceptable Use Policy may result in immediate removal (and loss) of Your data.
U.S. Government Users. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements.
3. POSTED SPEED LIMIT DATA
If You are using posted speed limit data provided by HERE, the following terms apply to You. Copyright. The posted speed limit data (“Speed Data”) is provided for Your personal, internal use only and not for resale. It is protected by copyright and is subject to the following terms and conditions which are agreed to by You, on the one hand, and us, our supplier, and our licensors (including their licensors and suppliers) on the other hand.
© 2023. Copyright notices for specific countries can be found at: https://legal.here.com/terms/general-contentsupplier/terms-and-notices/. All rights reserved.
Internal Business Use Only. You agree to use this Speed Data together with the Telematics Solution and services for the internal business purposes for which You were licensed, and not for service bureau, time-sharing or other similar purposes. Accordingly, but subject to the restrictions set forth in the following paragraphs, You may copy this Speed Data only as necessary for Your internal business use to (i) view it, and (ii) save it, provided that You do not remove any copyright notices that appear and do not modify the Speed Data in any way. You agree not to otherwise reproduce, copy, modify, decompile, disassemble, create any derivative works of, or reverse engineer any portion of this Speed Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws.
Restrictions. Except where You have been specifically licensed to do so by us or our supplier, and without limiting the preceding paragraph, You may not (a) use this Speed Data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs.
End User Terms. Except for use as part of the Telematics Solution, where You have been specifically licensed by us and/or our supplier, You agree that You are bound by the HERE End User Terms, available at: https://legal.here.com/en/terms/eula/us.
4. GOOGLE MAPS TERMS
If You are using map data provided by Google, the following terms apply to You. Google Universal Terms of Service. You agree to be bound by Google’s Universal Terms of Service, available at: https://www.google.com/intl/ALL/policies/terms/ .
Google Maps Terms. You agree to be bound by the Google Maps Terms, available at: https://www.google.com/help/terms_maps.html.
Google Legal Notices. You agree to be bound by Google’s Legal Notices, available at: http://www.google.com/intl/enus/help/legalnotices_maps.html.
Google Maps Acceptable Use Policy. You agree to be bound by the Google Maps Acceptable Use Policy, available at: https://www.google.com/work/earthmaps/legal/universal_aup.html.
Export Laws. You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State.
Prohibited Territory. You agree to refrain from using Google maps in the “Prohibited Territory”, defined by Google as the countries listed at: http://www.google.com/enterprise/earthmaps/legal/us/maps_integrator_territory.html .
Consent. You agree to consent – and to obtain the consent of every driver and other person whose location can be determined with the Product and Google services – to us and our supplier obtaining and caching location data, noting that such consent is revocable and that without such consent, services either cannot be provided or cannot be provided with the same functionality.
US Government Users. The Google Services were developed solely at private expense and is commercial computer software and related documentation within the meaning of the applicable U.S. civilian and military Federal acquisition regulations and any supplements thereto. If the user of the Services is an agency, department, employee, or other entity of the United States Government, under FAR 12.212 and DFARS 227.7202, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, including technical data or manuals, is governed by the terms and conditions contained in Google’s standard commercial license agreement.
Google does not accept government flow down provisions, including but not limited to, the United States Federal Acquisition Regulations (FARs) and its supplements, Defense FARs or NASA FARs. Government flow down provisions, if any, will be addressed with supplementary documentation and require Google’s signed acceptance of any supplementary documentation.
The Universal Terms section entitled “Business uses of our Services” is replaced in its entirety with the following:
“If you are using our Services on behalf of a government entity, that entity accepts these terms. Solely to the extent permitted by applicable law, regulation, or privileges and immunities, that entity will hold harmless and indemnify Google and its affiliates, officers, agents and employees from any claim, action or proceedings arising from or related to the use of the Services or violation of these terms, including any liability or expense arising from claims, losses, damages, judgments, litigation costs and legal fees.”
For city or state government entities in the United States and European Union, the Universal Terms section regarding governing law and venue will not apply.
For United States federal government entities, the Universal Terms section regarding governing law and venue is replaced in its entirety with the following:
“This Agreement will be governed by and interpreted and enforced in accordance with the laws of the United States of America without reference to conflict of laws. Solely to the extent permitted by federal law (A) the laws of the State of California (excluding California’s conflict of laws rules) will apply in the absence of applicable federal law; and (B) any dispute arising out of or relating to this Agreement or the Services will be litigated exclusively in the federal courts of Santa Clara County, California, and the parties consent to personal jurisdiction in those courts.”
All access of use of Google Maps/Google Earth by or for the United States federal government is subject to the “U.S. Government Restricted Rights” section in Legal Notices; set out here for convenience:
1) This computer software is submitted with restricted rights under the Google Terms of Service, the Google Maps/Google Earth Additional Terms, and the Google Maps/Google Earth APIs Terms of Service. It may not be used, reproduced, or disclosed by the Government except as provided in paragraph (b) of this notice or as otherwise expressly stated in the contract.
2) This computer software may be:
a) Used or copied for use with the computer(s) for which it was acquired, including use at any Government installation to which the computer(s) may be transferred;
b) Used or copied for use with a backup computer if any computer for which it was acquired is inoperative;
c) Reproduced for safekeeping (archives) or backup purposes;
d) Modified, adapted or combined with other computer software, provided that the modified, adapted or combined portions of the derivative software incorporating any of the delivered, restricted computer software will be subject to the same restricted rights;
e) Disclosed to and reproduced for use by support service Contractors or their subcontractors in accordance with paragraphs (B)(a) through (d) of this notice; and
f) Used or copied for use with a replacement computer.
g) Notwithstanding the foregoing, if this computer software is copyrighted computer software, it is licensed to the Government with the minimum rights set forth in paragraph (B) of this notice.
h) Any other rights or limitations regarding the use, duplication, or disclosure of this computer software are to be expressly stated in, or incorporated in, the contract.
i) This notice will be marked on any reproduction of this computer software, in whole or in part.
5. HERE MAPS TERMS
If You are using map data provided by HERE, the following terms apply to You.
6. MAPBOX MAP TERMS
If You are using map data from Mapbox, the following terms apply to You.
License to Use Your Data. Limited to the purpose of hosting Your content so that mapping services can be provided, You grant Mapbox a non-exclusive, worldwide, royalty-free, transferable right and license (with the right to sublicense), to use, copy, cache, publish, display, distribute, modify, create derivative works, and store such content and to allow others to do so. This right and license enables Mapbox to host and mirror Your content on its distributed platform. You warrant, represent, and agree that You have the right to grant Mapbox these rights.
US Government. If You are a US Government User there are modified/additional terms that apply to You; available at: https://www.mapbox.com/usg-tos/.
C. WIRELESS PROVIDER TERMS
These terms apply when the mobile data connectivity to the in-vehicle device are provided by the Telematics Solutions provider Geotab Inc. and apply equally to our provision of the Telematics Solutions to you.
You also accept these supplementary Wireless Provider Terms which Geotab Inc’s wireless providers require Shell to pass through to You which relate to the wireless services used to transmit Individual Vehicle Data from the device installed in Your vehicle to the servers that deliver the Telematics Service. These Wireless Provider Terms contain important terms and conditions that affect Your rights and obligations. Some of the wireless carriers reserve the right to amend their terms from time to time, as specified below and by accepting such Wireless Provider Terms as part of this EUA, You agree to accept amended versions of such Wireless Provider Terms.
For the purposes of these supplementary wireless terms:
“You” means the legal entity that You represent that has subscribed for wireless communication services to be used in connection with the services provided by Geotab Inc. (“us” or “we”). References to the “underlying carrier” refer to the provider of the wireless communication services and references to “reseller” refer to any reseller of wireless services provided by an underlying carrier from whom we procure wireless communication services, such as an MVNO.
1. You acknowledge that the services provided by the underlying carrier are made available only when the Telematics Solution are in operating range of the facilities of the underlying carrier. In addition, the services of the underlying carrier may be temporarily refused, interrupted, or limited at any time because of: (a) limitations to facilities or services of the underlying carrier or its vendors; (b) transmission limitations caused by atmospheric, topographical, terrain, other natural or artificial conditions or other factors or causes outside of the underlying carrier’s reasonable control; or (c) usage concentrations, capacity constraints, modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of the services provided to us by the underlying carrier. Individual data transmissions may be involuntarily disconnected or delayed for a variety of reasons, including without limitation atmospheric conditions, topography, weak batteries, system over-capacity, movement outside a geographic locations in which the services are available from time to time and gaps in coverage within said geographic locations. None of us, an underlying carrier or a reseller shall be responsible or incur any liability for the failure to provide adequate services, including any coverage gaps, or any damages resulting therefrom. You acknowledge that services may be temporarily suspended or permanently terminated upon little or no notice in the event that our agreement with the reseller or the reseller’s agreement with the underlying carrier is suspended or terminated or in the event of any violation of the underlying carrier’s acceptable use policy or other rules or policies. You waive any and all claims against us, the reseller and the underlying carrier for such suspension or termination.
2. You acknowledge that: (a) it is possible for third parties to monitor wireless transmissions and data traffic over the facilities of the underlying carrier and neither privacy nor security can be guaranteed; (b) transmissions to an internet address or through the internet or other use of the internet may result in the transmission of Your details or other information over the internet; (c) if You desire to secure transmission of data, You must provide for Your own means of doing so; and (d) other than the in vehicle device and our servers used to provide the Telematics Service You assume full responsibility for the establishment of appropriate security measures to control access to Your own respective equipment and information. YOU UNDERSTAND THAT WE, THE RESELLER AND THE UNDERLYING CARRIER CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS, AND THAT NONE OF US, THE RESELLER OR THE UNDERLYING CARRIER WILL BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE SERVICES.
3. You understand and acknowledge that we are bound by certain additional obligations under a written agreement with the underlying carrier and that the underlying carrier has also established rules, policies and procedures governing the provision of the wireless communication services and may, from time to time, develop and adopt new rules, policies and procedures. You agree to comply with all such obligations, rules, policies and procedures, new or otherwise, related to this EUA and the provision of wireless services, as we request from time to time.
4. (a) You will be fully responsible for all SIM Cards supplied by us. You agree not to remove such SIM Cards from the in vehicle device or use such SIM Cards in connection with any services other than the wireless communication services provided by us and the reseller and/or underlying carrier from whom such SIM Card is procured. You understand that the reseller or the underlying carrier retains ownership of the SIM Cards. You must not insert a SIM Card into any device other than the Hardware for which it has been designated. You must not provide, sell or transfer in any manner any SIM Card, whether separately or together with any device, to any individual or entity or program, reprogram, or tamper with any SIM Card in any manner. You will be responsible for any and all charges and other fees incurred with respect to the SIM Cards supplied to You by us, including fees for unauthorised services. You may not resell any wireless services provided to You hereunder. (b) You will not abuse or make fraudulent use of the wireless services. You will promptly report to us any such abuse or fraudulent use of which You become aware, and You will fully cooperate in any investigation or prosecution initiated by us or the underlying carrier. Wireless services to You may be restricted or cancelled if there is, in the underlying carrier’s sole discretion, a reasonable suspicion of abuse or fraudulent use. You shall have sole liability for charges, costs or damages resulting from any abuse or fraud facilitated by You, Your employees, agents or persons authorised by You to use the wireless services.
5. Subject to the number portability rules under applicable law, You have no property right in any code or identifier (including any number, phone number, IMEI, IMSI, unique network identifier, internet protocol (IP) addresses, personal identification number or e-mail address) issued to, assigned to or associated with You or any product used by You in connection with the services provided to us by the underlying carrier (each an “Identifier”). You acknowledge that the underlying carrier may change any identifier at such time or times as the underlying carrier considers necessary without any liability whatsoever, whether on our part or the part of the underlying carrier. You further acknowledge and agree that dynamic IP addresses may be used with respect to the products, which IP addresses will change whenever a product is disconnected from and then reconnected to the facilities of the underlying carrier or after an elapsed period of time. You and Your customers acknowledge that the assignment of numbering resources is subject at all times to availability from applicable numbering authorities.
6. You expressly understand and agree that you have no contractual relationship whatsoever with the underlying carrier or the reseller of any underlying carrier or any affiliates or contractors thereof, and that you are not a third party beneficiary of any agreement between us and the underlying carrier, between us and any reseller of any underlying carrier, or between any reseller and any underlying carrier. You also understand and agree that any agreement between us and a reseller does not create a contractual relationship between us and the underlying carrier of such reseller. In addition, you expressly understand and agree that the underlying carrier, any reseller of any underlying carrier or any affiliates or contractors thereof make no representations or warranties whatsoever and expressly disclaim all representations and warranties, express, implied or statutory (including, without limitation, any representations or warranties: (a) regarding the provider, scope or nature of content or services that will be available by default to you from third parties through the services; (b) of merchantability, fitness for a particular purpose, use, title or non-infringement) or (c) regarding results to be obtained by you in connection with the use of the wireless communication services or that access to or use of the wireless communication services will be uninterrupted or error free, and shall have no legal, equitable, or other liability of any kind to you, including without limitation for any damages whether direct, indirect or consequential, regardless of the form of the action, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise and you hereby waive any and all claims or demands therefor. The underlying carrier is not liable to you for any claim or damage related to or arising out of or in connection with any coverage map information, including the accuracy thereof.
7. You expressly understand and agree that the liability and obligations of us or the underlying carrier to You are strictly controlled and limited by the underlying carrier’s tariff, if any, and the laws, rules and regulations of the governmental authorities which from time to time have jurisdiction.
8. You acknowledge and agree that, regardless of the form of action, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, your exclusive remedy against us, and our exclusive remedy against an underlying carrier or a reseller thereof, and the total liability of us, any reseller, the underlying carrier or any supplier of wireless services to you for any cause whatsoever, including but not limited to those arising in any way in connection with the wireless services, in connection with our agreement with an underlying carrier or a reseller thereof, or any failure or disruption of wireless services and consequently the telematics services, is limited to payment of damages in an amount not to exceed the amount paid by you to us for the wireless services during the one (1) month period preceding the date the claim arose. In no event shall we, any reseller or the underlying carrier be liable for any cost, delay, failure or disruption of service, lost profits (direct or indirect) or any incidental, special, punitive or consequential damages. In no event shall we, any reseller or the underlying carrier be liable for any damages or losses arising out of or related to the failure or incompatibility of non authorised equipment utilised by you in connection with the services.
9. In connection with the wireless services you shall indemnify, defend (if required by us or the underlying carrier) and hold harmless us, the reseller and the underlying carrier, and the officers, employees, and agents of each of them from and against any and all claims, causes of action, losses, expenses, liability or damages (including reasonable attorneys’ fees and costs), including without limitation claims for libel, slander, infringement of copyright, property damage or personal injury or death, arising in any way directly or indirectly in connection with any agreement between us and the reseller or the underlying carrier or the use, misuse, failure to use, or inability to use the telematics services or any identifier or your actions, omissions, unlawful, fraudulent or deceptive use of the wireless communication services. This indemnity shall survive the termination of this EUA. This provision will survive the termination of any telematics services provided to you and any related agreement for same. You acknowledge that such agreement for wireless services is assignable by us.
10. Subject to the terms of this EUA, unless You provide express consent or disclosure is pursuant to a legal power, all information kept by us, the reseller or the underlying carrier regarding You, is confidential and may not be disclosed by us, the reseller or the underlying carrier to anyone other than: (a) You; (b) the underlying carrier or the reseller; (c) a person who, in our reasonable judgement or that of the underlying carrier or the reseller, is seeking the information as Your agent; (d) another telecommunications carrier, telephone company or other person providing services to a telecommunications carrier, provided the information is required for establishment of, or the efficient and cost-effective provision of services and disclosure is made on a confidential basis with the information to be used only for that purpose; (e) an agent retained by us, the reseller or the underlying carrier in the collection of Your account, or to perform other administrative functions for us, the reseller or the underlying carrier, provided the information is required for and is to be used only for that purpose; (f) to a law enforcement agency whenever we or the underlying carrier has reasonable grounds to believe that You have knowingly supplied us or the underlying carrier with false or misleading information or You are otherwise involved in unlawful activities; or (g) a public authority or agent of a public authority, if in our reasonable judgment or that of the underlying carrier, it appears that there is imminent danger to life and property which could be avoided or minimised by disclosure of the information. Express consent may be taken to be given by You where You provide: (i) written consent; (ii) oral confirmation by an independent third party; (iii) electronic confirmation through the use of a toll-free number; (iv) electronic confirmation via the internet; (v) oral consent, where an audio recording of the consent is retained by us; or (vi) consent through other methods, as long as an objective documented record of customer consent is created by us or by an independent third party.
11. You may only roam incidentally to Your use of the services in Your country of residence. The underlying carrier may, at its discretion, and to the extent permitted under its agreements with its vendors, provide certain roaming services to You in other territories that the underlying carrier has made available to us. The foregoing may not apply for residents of certain countries. Any such roaming shall be subject to the restrictions that may exist in the respective agreements between such persons and applicable law or regulation. The underlying carrier or its vendors may in their sole discretion suspend roaming privileges to You if they discover or suspect that the services are being used in a fraudulent manner. The underlying carrier shall be entitled from time to time and at any time, at its sole discretion, to: (a) add, modify or remove territories where roaming shall be available to You; (b) substitute roaming partners; and/or (c) pass through any applicable increases in the costs of the wireless communication services in respect of such changes. You acknowledge that not all wireless communication services are available in each territory where roaming is available and roaming in certain territories is only available for use with products using certain forms of technology. None of us, an underlying carrier or a reseller thereof makes any warranties or representations as to the availability or quality of roaming service provided by other wireless carriers, where available, and none of us, an underlying carrier or a reseller thereof shall have any liability whatsoever for any errors, outages, failures, suspension or termination of roaming services or any increases to the charges as a result of any of the foregoing. You acknowledge that not all features and/or functionalities are available in each territory where roaming is available and roaming in certain territories is only available for use with products using certain forms of technology. You understand and acknowledge that the services may not be used for devices to be permanently deployed outside Your country of residence.
12. (Canada Only) If applicable, as a condition of Your use of any HSPA wireless communication services provided by Telus or any of its affiliates, You represent, warrant and covenant that: (a) Your billing address is and will remain in Canada; (b) Your billing address is not outside of Telus’ wireless service area in or around Winnipeg in the province of Manitoba (as documented at http://www.telusmobility.com/en/MB/hspa/canada3gmaps.shtml as such webpage may change or move from time to time); and (c) You are not a wireless operating company and do not, directly or indirectly, own all or part of a wireless operating company, which includes, but is not limited to, any person or entity in the business of operating and offering PCS, cellular communication, iDen, GSM, CDMA, HSPA, LTE, WiMax or satellite networks.
13. The underlying carrier collects information about the approximate location of equipment in relation to its cell towers and the Global Positioning System (“GPS”). The underlying carrier uses that information, as well as other usage and performance information also obtained from its network and the equipment, to provide the services and to maintain and improve its network and the quality of the wireless experience. The underlying carrier may also use location information to create aggregate data from which Your personally identifiable information has been removed or obscured. Such aggregate data may be used for a variety of purposes such as scientific and marketing research and services such as vehicle traffic volume monitoring. You understand and agree that the underlying carrier may collect and use location information from Your equipment.
14. You: (a) are fully responsible for any unauthorised collection, access, disclosure, and use (other than by us, our subcontractors or the underlying Carrier) of all information relating to Your use of the products; and (b) will comply with all applicable laws, including without limitation data security, privacy data protection, marketing, and consumer protection laws, including, without limitation, any obligations regarding consent and opt-in/opt-out mechanisms.
15. We may terminate the provision of wireless communication services to You without notice or any further obligation or liability if the agreement with our underlying carrier governing the provision thereof expires or terminates.
16. If our agreement with an underlying carrier or a reseller thereof is terminated, You may be able to continue the provision of services, provided however that such continued provision may be subject to such underlying carrier’s or reseller’s then current terms and conditions.
17. Geotab and the underlying carrier and/or its reseller is a third party beneficiary of these terms, and may take any equitable or legal action required to enforce same.
18. We may change, modify or amend these terms at any time in accordance with the terms of this EUA, provided however the notice period applicable will be 15 days.”
SCHEDULE 3 – BESTTRACK TELEMATICS SOLUTIONS TERMS AND CONDITIONS AND USER AGREEMENT (THE “BESTTRACK TERMS”)
The following terms and conditions shall govern the provision of the BestTrack Telematics Solution by Best Petrol & Diesel Supply (Pte) Ltd (“Best Petrol”) to the Customer (as defined below). Best Petrol and the Customer shall be referred to as “Parties” and each a “Party”.
The terms and conditions of BestTrack Terms, as amended, varied or supplemented from time to time, shall override any terms and conditions stipulated, incorporated or referred to by the Customer whether in any marketing material or elsewhere unless expressly agreed in writing between the parties.
1. Definitions and Interpretation
“Affiliate” means a Party’s ultimate parent company or a legal entity which the Party or the Party’s ultimate parent company directly or indirectly, through one or more intermediaries, controls. For this purpose: (i) a company is directly controlled by another company or companies if that latter company beneficially owns or those latter companies together beneficially own fifty per cent (50%) or more of the voting rights attached to the issued share capital of the first mentioned company; and (ii) a company is indirectly controlled by another company or companies if a series of companies can be specified, beginning with that latter company or companies and ending with the first mentioned company, so related that each company of the series (except the latter company or companies) is directly controlled by one or more of the companies earlier in the series.
“Charges” means the Subscription Fees and any other charges as set out in Vehicle Tracking System Services Agreement to be paid by the Customer in connection with the Telematics Solution and any other reasonable charges notified to the Customer by Best Petrol at any time and from time to time.
“Consequential Loss” means (a) indirect or consequential losses; and (b) loss of production, loss of product, loss of use, and loss of revenue, profit, or anticipated profit, whether direct, indirect, or consequential, and whether or not the losses were foreseeable at the time of entering into the BestTrack Terms.
“Customer” means anybody corporate, partnership, group, firm or other person(s) that has agreed to subscribe to the BestTrack Telematics Solutions.
“Data” means in relation to either party whose data is required to be stored pursuant to this BestTrack Terms (a “Data Controller”), means the data, text, drawings, diagrams, images or sounds (together with any database made up of any of these) which are embodied in any electronic, magnetic, optical or tangible media, and which are: (i) supplied to the other party by or on behalf of the Data Controller or to the Data Controller by or on behalf of the other party; or (ii) generated, processed, stored or transmitted by the Data Controller pursuant to this BestTrack Terms.
“Driver ID and Driver Fob” means driver identification enabled devices which may include but are not limited to a buzzer, iButton reader and an iButton fob which is used to identify an individual driver of the Customer.
“Effective Date” means the date on which the first Hardware is installed on the Customer’s first Vehicle for the Telematics Solution.
“Government Official” means any official or employee of any government, or any agency, ministry, department of a government (at any level), person acting in an official capacity for a government regardless of rank or position, official or employee of a company wholly or partially controlled by a government (for example, a state owned oil company), political party and any official of a political party; candidate for political office, officer or employee of a public international organisation, such as the United Nations or the World Bank, or immediate family member (meaning a spouse, dependent child or household member) of any of the foregoing.
“Hardware” means any hardware required to enable the Telematics Solution delivery to the Customer (which may include but is not limited to the following: telematics “dongle”, antenna and power supply as specified by the Customer as well as any Driver ID and Driver Fob, or any other hardware as required), which shall be installed in a Vehicle to enable the provision of the Telematics Solution. For the avoidance of doubt, this shall specifically include Rental Equipment as well as any hardware rented, leased and/or loaned to the Customer in accordance with this BestTrack Terms.
“In-put Material” means all information, Data, materials, branding and any other IP Rights provided by the Customer for use in the Telematics Solution
“Insolvency Event” occurs when a Person (a) stops or suspends, or threatens to stop or suspend , payment of all or a material part of its debts, or is unable to pay its debts as they fall due; (b) ceases or threatens to cease to carry on all or a substantial part of its business; (c) begins negotiations for, starts any proceedings concerning, proposes or makes any agreement for the reorganization, compromise, deferral, or general assignment of, all or substantially all of its debts; (d) makes or proposes an arrangement for the benefit of some or all of its creditors of all or substantially all of its debts; (e) takes any step with a view to the administration, winding up or bankruptcy of that Person; (f) is subject to an event in which all or substantially all of its assets are subject to any steps taken to enforce security over those assets or to levy execution or similar process, including the appointment of receiver, trustee in bankruptcy, or similar officer; (g) is subject to any event under the law of any relevant jurisdiction that has an analogous or equivalent effect to any of the Insolvency Events listed above.
“IP Rights” means any of the following existing anywhere in the world: (i) copyright, design rights (registered or unregistered), patents, inventions, logos, business names, service marks and trade marks (registered or unregistered), internet domain names, moral rights, rights in databases, data, source code, reports, drawings, specifications, know how, business methods, trade secrets, semi-conductor rights, topography rights, whether registered or unregistered, rights in the nature of unfair competition and the right to sue for passing off; (ii) applications for registration, and the right to apply for registration, for any of these rights; and (iii) all other intellectual property rights and equivalent or similar forms of protection.
“Laws” means all applicable national, municipal or state statutes, ordinances or other laws (including but not limited to anti- bribery laws), regulations, by-laws or any rules, codes or directions or any license, consent, permit, authorization or other approval required by any public body or authority, local or national agency, department, inspector, ministry, official or public or statutory person (whether autonomous or not).
“Services Agreement” means the agreement completed and/or signed by or on behalf of the Customer relating to the acceptance of the provision of the Services in accordance with this BestTrack Terms.
“Personal Data” means any information relating to an identified or identifiable individual, unless otherwise defined under applicable Laws related to the protection of individuals, the processing of such information, and security requirements for and the free movement of such information. For the avoidance of doubt, the Telematics Data contains Personal Data.
“Rental Equipment” means the any hardware leased by Customer from Best Petrol which is required to enable the Telematics Solution delivery to the Customer (which may include but is not limited to the following: telematics “dongle”, antenna and power supply as specified by the Customer as well as any Driver ID and Driver Fob, or any other hardware as required), which shall be installed in a Vehicle to enable the provision of the Telematics Solution;
“Restricted Party” means (a) any person targeted by national, regional, or multilateral trade or economic sanctions under Applicable Laws; (b) any person designated on the United Nations Financial Sanctions List, European Union (EU) or EU Member State Consolidated Lists, US Department of Treasury Office of Foreign Assets Control Lists, US State Department Non-proliferation Sanctions Lists, or US Department of Commerce Denied Persons List, in force from time to time; or (c) any affiliates or related parties of such persons; and (d) any person acting on behalf of a person referred to in the foregoing.
“Related Party” means in relation to a Party (i) any of its Affiliates; (ii) any person employed by that Party or its Affiliates; (iii) any director or other officer of that Party or its Affiliates; and (iv) any person acting for or on behalf of that Party or its Affiliates.
“Services” means the telematic services provided by Best Petrol to the Customer pursuant to this BestTrack Terms.
“Subscription Fees” means the cumulative monthly subscription fees payable by the Customer to Best Petrol for the Services, which may vary depending on the nature of telematics services provided hereunder and as set out in the Services Agreement;
“BestTrack Terms” means these BestTrack Telematics general terms and conditions, which govern the provision of the Services and purchase or lease of the Hardware and shall include any appendices, schedules and attachments, all as amended, varied or updated from time to time;
“Telematics Data” means any Data collected, collated or derived from the use of the Telematics Solution by the Customer;
“Telematics Solution” means the Hardware, Software and Services provided under this BestTrack Terms;
“Unauthorized Purpose” has the meaning given to that term in Clause 7.1.
“Vehicle” means any vehicle legally owned, hired or leased by the Customer and which the Customer has designated for the installation of the Hardware.
“Working Day” means a day which is not a Saturday, Sunday or a Bank Holiday in Singapore.
“Working Hours” shall mean 0800 – 1800 Singapore Time on Working Days with the exception, to the extent relevant to the Services concerned, of any hours which are not considered to be working hours under any assumed contract.
2. Provision of Telematics Solution
2.1 Subject to acceptance by Best Petrol of the Customer’s application for the Services, Best Petrol agrees to provide the Telematics Solution to the Customer in accordance with this BestTrack Terms.
2.2 The Services by Best Petrol may only be activated once the Customer has registered for the Services, and upon the necessary Hardware being either installed (if customer opts for installation) or delivered and Customer Account (Software) activated.
2.3 The Services will be provided both via an internet portal (the “BestTrack Telematics Portal”) and/or a mobile phone application (“BestTrack Telematics App”).
2.4 Best Petrol may from time to time and at any time launch new Services which the Customer may wish to subscribe. The Customer may subscribe any new Services or may authorize any other person to do so on its behalf and acknowledges that the Customer shall be responsible to pay for any additional charges.
2.5 Each BestTrack Telematics Solution Subscription Fee and the accompanying Charges shall apply for one Vehicle, and one set of Hardware only.
– Where the Customer lease the Hardware, the following conditions shall apply: –
(a) Best Petrol hereby leases the Rental Equipment to the Customer throughout the period of subscription of the Services subject to the terms and conditions stated herein, and shall procure that the Rental Equipment is installed in accordance with this BestTrack Terms;
(b) Time is of the essence for the Customer’s payment of the Subscription Fees for the Rental Equipment to Best Petrol; and
(c) Title to the Rental Equipment shall remain with Best Petrol Pte Ltd at all times, and nothing contained in this BestTrack Terms shall confer or be deemed to confer any interest in the title of the Rental Equipment on the Customer.
3.1 The Customer shall accept the Hardware in the condition in which they are at the date of installation of the Hardware into the Customer’s Vehicles. Best Petrol does not in any way represent or warrant that the Hardware will be (i) without fault, defect or deficiency; (ii) new on delivery; and (iii) in strict conformance with any specification, drawing or description supplied by Best Petrol to the Customer, unless otherwise agreed. Following acceptance by the Customer of the Hardware upon installation, all warranties expressed or implied by statute, common law, custom, usage or otherwise are expressly excluded.
3.2 The Customer shall at all times:
(a) procure that the Hardware is used in accordance with Best Petrol’ instructions as may be notified to the Customer, and as may be updated by Best Petrol at any time and from time to time;
(b) exercise due care to safeguard each item of Hardware and not permit any alterations, adjustments, connections, disconnections or repairs without prior authorization by Best Petrol in writing; and
(c) inform Best Petrol as soon as the Customer becomes aware of any damage to, defect in, loss or theft of the Hardware.
3.3 In the event the Customer also signs up for Driver ID and Driver Fob, the Customer will need to notify Best Petrol in writing of the specific driver identity per Vehicle for use of Driver ID and Driver Fob. Best Petrol will provide two (2) Driver Fobs per Driver ID installation. The processing of Personal Data of the drivers covered by Driver ID and Driver Fob Services shall be subject to the provisions of Clause 12 below.
4. BestTrack Telematics Portal and BestTrack Telematics App
4.1 The Customer shall nominate (in writing) a user to be set up as an administrator of, and who will be able to add users to, the Customer’s account(s) for the BestTrack Telematics Portal and/or the BestTrack Telematics App. All users will be allocated (via email) a password and/or a user ID to enable them to use the BestTrack Telematics Portal and/or the BestTrack Telematics App.
4.2 The Customer undertakes that users are authorized to represent it, agrees that it is responsible for the safekeeping of passwords and/or user ID’s, and that it will (and will ensure users do) comply with any instructions Best Petrol may issue regarding use of the BestTrack Telematics Portal and the BestTrack Telematics App, including security measures such as password changes. The Customer is liable for the use of the BestTrack Telematics Portal and the BestTrack Telematics App by any person, authorized or unauthorized, who accesses the BestTrack Telematics Portal and the BestTrack Telematics App using any passwords and/or user IDs issued to the Customer even if the Customer has not consented to such use or was unaware of it, unless the use occurs three (3) working days or more after Best Petrol has received a written request from the Customer to block access and his access information. If unauthorized transmission of user name and/or password has occurred, the Customer shall notify Best Petrol immediately in writing to have this reset or changed. Best Petrol shall not be liable for improper use of user names and passwords within and/ or in the control of the Customer’s organization.
4.3 The Customer shall (and shall ensure all users shall) report any malfunction of the BestTrack Telematics Portal and the BestTrack Telematics App to Best Petrol without delay.
4.4 Whilst users are entitled to review the Data obtained via the BestTrack Telematics Portal and the BestTrack Telematics App and distribute it within the Customer’s organization, Best Petrol’ prior written approval will be required for any other use (including reproduction or publication) of such Data. Users are not permitted to make the BestTrack Telematics Portal and the BestTrack Telematics App, or any Data derived from the use of such, available to any third party.
4.5 Best Petrol reserves the right to:
(a) alter the format or content of the BestTrack Telematics Portal and the BestTrack Telematics App;
(b) undertake such maintenance, repair or improvement to the BestTrack Telematics Portal and the BestTrack Telematics App as may be required for their proper functioning, in which case it may suspend the BestTrack Telematics Portal and the BestTrack Telematics App (without notice in the case of an emergency) and/or give such instructions to users as it deems reasonably necessary; and/or
(c) suspend the BestTrack Telematics Portal and the BestTrack Telematics App or deny any users access in the event of breach of this BestTrack Terms.
The Customer accepts the BestTrack Telematics Portal and the BestTrack Telematics App and the Data available via these platforms are on an “as is where is” basis and any use of the BestTrack Telematics Portal and the BestTrack Telematics App shall be undertaken at the users’ account and risk. Whilst Best Petrol uses reasonable skill and care to ensure that the BestTrack Telematics Portal and the BestTrack Telematics App are available, and the Data provided via the BestTrack Telematics Portal and the BestTrack Telematics App is accurate and complete, it cannot provide any guarantee in relation to such availability or Data. Best Petrol is not responsible for the consequences of changes made to the functionality of the Hardware, or the Services via the BestTrack Telematics Portal and the BestTrack Telematics App
4.6 Best Petrol reserves the right to change the design of the BestTrack Telematics Portal and BestTrack Telematics App at any time and the nature and manner in which the Data within it are displayed.
5. Service Desk
5.1 Best Petrol will provide a service desk that will be the point of contact for all Customers of the Services and which will provide response to telephone calls or emails during Working Hours. Our Service Desk can be reached via our contact centre hotline: 6898 2525 and firstname.lastname@example.org.
5.2 Complaint/Issue/Incident Follow up, Resolution and Continuous Improvement (a) Best Petrol shall investigate and manage the Customer’s complaints, issues and incidents regarding the Services, and will apply reasonably appropriate measures to ensure non-recurrence of such relevant complaint, issue or incident, if they are substantiated. (b) If Best Petrol is unable to resolve or repair previously accepted and operating Hardware or where Services have deteriorated such that Best Petrol is unable to resolve such Services, then Best Petrol will, at its own cost and expense remove and reinstall the Hardware, unless the issue or incident is due to damage to the Hardware or Services arising: (i) Out of or due to fault of the Customer; (ii) From the Customer’s modifying or tampering with the Hardware from its condition as at the point of installation. (c) For the avoidance of doubt, where Best Petrol has determined, in its sole discretion, that the issue or incident is due to damage to the Hardware or Services arising from the reasons stated in Clause 5.2(b)(i) and (ii) hereof, the Customer shall bear the full costs and expenses of such removal and reinstallation, including costs of the replaced Hardware.
6.1 Best Petrol does not guarantee either that GPS or the mobile communication services will support the functionality offered by the Services at all times, or that the Customer will successfully be able to use the Services for the intended purposes, on the grounds that such use depends in part on circumstances that lie outside Best Petrol’ reasonable control, including such circumstances for which the Customer is responsible.
6.2 The electronic data transmission services provided as part of the Services may be subject to limitations and inaccuracies that lie outside Best Petrol’ control and Best Petrol shall not be liable for such limitations and inaccuracies. This provision relates to the availability of the mobile communication and Internet access as well as any other part of the services provided by third parties.
7. Unauthorized Purpose
7.1 Customer shall not use the Services for any Unauthorized Purpose or in such a manner as to interfere with use by other customers of the Services. “Unauthorized Purpose” includes: (i) access to, use of, alteration of, or destruction of the data files, programs, procedures, or information of Customer or any other Best Petrol customer, (ii) use with the intent to reverse engineer or clone the Services or Hardware, or (iii) use for any illegal or fraudulent purpose including, without limitation, Customer providing unauthorized access or use of the Services and Best Petrol network management center to a third party. Best Petrol may, without liability, discontinue the Service to prevent use for an Unauthorized Purpose or in response to an order from a regulatory or a government agency.
8. Rights Reserved By Best Petrol
8.1 Best Petrol shall be entitled at its sole discretion to revise the Services and the Charges at any time and will use reasonable endeavours to notify the Customer of such revisions. Best Petrol reserves the right and shall be entitled at any time to: (1) add, delete or make changes to the Services; (2) add or substitute Hardware or Rental Equipment or any part of the Services; (3) upgrade or update any software currently in use in the Rental Equipment or Hardware.
8.2 Should Best Petrol exercise any of the rights reserved, the Customer shall remain liable to pay the Charges in full.
8.3 Best Petrol also reserves the right at any time and from time to time to amend the terms and conditions of this BestTrack Terms and/or such other terms and conditions agreed or accepted by the Customer. Such amendments will take effect as from such date as Best Petrol may determine, and the Customer may be notified of such amendments from time to time.
9.1 The BestTrack Telematics Solution is subject to the Charges, fees, and other payments as set out in the Application Form or as otherwise agreed to by parties in writing.
9.2 For the avoidance of doubt, where the Services are terminated in the midst of a monthly invoicing cycle in accordance with this BestTrack Terms, Best Petrol reserves the right to charge the Customer for the full monthly Subscription Fee during the month of termination.
9.3 Upon expiry of the contract, Subscription Fee shall continue apply unless Best Petrol receive instructions for services to be terminated.
All Charges, fees, payments or values of consideration provided for under this BestTrack Terms are exclusive of Goods and Services Tax (“GST”) chargeable under the Singapore Goods and Services Tax Act (Cap 117A) which, if applicable, will (unless specifically provided otherwise) be borne by the respective recipients of the relevant supply and are payable in accordance with the Singapore Goods and Services Tax Act (Cap 117A). Where GST is chargeable under the Singapore Goods and Services Tax Act (Cap 117A), an invoice in compliance with Regulation 11 of the GST (General Regulation) will be issued to the Customer.
10.1 All Charges shall be invoiced by Best Petrol on the terms applicable to the Customer under the Best Petrol Agreement. Specifically, for any installation charges, such Charges will appear in the invoice within the same month if installation takes place before the 25th of that month. If installation takes place after the 25th, it will appear in the following month’s invoice.
11.1 Payment by the Customer of any amount owed under this BestTrack Terms shall be made directly by the Customer, in the currency set out in the relevant invoice and, unless agreed otherwise by Best Petrol in the Application, shall be made by means of payment in line with Customer’s current payment methods for the Best Petrol.
11.2 Settlement shall be in respect of the whole amount of all invoices due and owing at such date.
11.3 Without prejudice to Best Petrol’ right to terminate this BestTrack Terms, Best Petrol reserves the right to charge 2% interest per month on late payment and compensation for debt recovery costs to the maximum extent permitted under applicable law.
11.4 The Customer shall be liable for an additional service charge for each unpaid direct debit or for any other method of payment which Best Petrol agrees to in the Services Agreement and which fails to clear.
11.5 Security and Financial Limits
(a) Best Petrol reserves the right to call for any form of security in respect of the Hardware, the Charges and the Services and any other sums due under this BestTrack Terms. The provision of security shall not affect the Customer’s liability under this BestTrack Terms.
(b) If security is not provided on request or expires or ceases to be valid for any reason then, without prejudice to Best Petrol’ right to recover all amounts due from the Customer, Best Petrol may terminate this BestTrack Terms immediately on notification to Customer.
11.6 No Set-Off
(a) All payments made by the Customer or any credits or refunds due to the Customer shall be applied first in settlement of any interest due and secondly by Best Petrol in its absolute discretion in reduction of any amount due to Best Petrol under this BestTrack Terms.
(b) To the extent permitted by applicable law, no set off or counter claim shall be made against Best Petrol in respect of a claim by any Customer against Best Petrol.
11.7 Compliance with Anti-money Laundering Laws
(a) Customer represents and warrants to Best Petrol that its payments to Best Petrol shall not constitute the proceeds of crime in contravention of anti-money laundering laws.
(b) Best Petrol may terminate this BestTrack Terms immediately upon written notice to the Customer, if in its reasonable judgment supported by credible evidence, the Customer is in breach of any of the provisions of this clause and has failed to provide information demonstrating such compliance.
(c) Only the Customer shall pay any invoice from Best Petrol. No party other than the Customer shall pay any invoice without the prior consent of Best Petrol.
12. Personal Data
12.2 The Parties hereby acknowledge that the Customer, in its capacity as independent Data Controller, has provided to Best Petrol the Personal Data of the drivers using the Vehicles subject to Services rendered under this BestTrack Terms.
12.3 In the course of performing this BestTrack Terms and/or for the purposes as set out below, the Customer consents and agrees (with respect to its Personal Data) and where any Personal Data is from any user of the BestTrack Telematics Portal or BestTrack Telematics App or driver of Customer, the Customer warrants and assures that it has notified such individuals about the processing of their Personal Data for the purposes of performance of the BestTrack Terms through the communication of the Best Petrol Data Privacy Statement constituting Appendix 2 to this Agreement and if required, has procured or will procure the consent from such individuals to the collection, use, processing and transfer (whether inside or outside of Singapore and the European Economic Area) of Personal Data by Best Petrol, its Affiliated Companies and other authorized agents or service providers (including but not limited to payment banks and debt collection agencies) for the purposes of the transactions and performance contemplated under this BestTrack Terms for the purposes:
• maintaining and promoting contact and relationship with Customer and the drivers;
• analysis of the Telematics Data
• the processing and recovery of payments;
• account management including account verification (that is, ensuring that only Customer or individuals Customer has authorized can access Customer’s account and information);
• customer service and development;
• performance of and analysis of market surveys and marketing strategies;
• promotions and contests offered to Best Petrol customers, including offering Customer and its drivers’ digital rewards to recognize Customer and its drivers as valued customers; and
• maintenance of Hardware and the Services (contacting customer for installation, uninstallation and fixes)
12.4 Best Petrol will implement appropriate and reasonable security measures to protect the Telematics Data, including Personal Data, against unlawful or unauthorized
(iv) disclosure or
Best Petrol will protect Personal Data against all other forms of unlawful processing, beyond what is necessary for the performance of the Services.
12.5 If the Customer has terminated the Services hereunder, Best Petrol shall procure and ensure that the above mentioned third party developer UAB Ruptela shall remove, destroy, anonymize or delete any Personal Data collected, transferred, processed and retained in the performance of the Services hereunder, within a reasonable timeframe in accordance with the Personal Data Protection Act 2012.
13. Intellectual Property
13.1 Customer acknowledges that all IP Rights in all materials, documentation, software or other information (including computerized information) provided by Best Petrol to Customer in the use of the Hardware or the performance of the Services is the property of and will at all times remain vested in Best Petrol(or its relevant licensors) and nothing in this BestTrack Terms shall operate to assign any such rights to the Customer. For the avoidance of doubt, the Customer shall be no right, title or interest in the BestTrack Telematics or the Services.
13.2 Save as granted under this BestTrack Terms, neither the Customer nor Best Petrol shall acquire any right, title or interest in the other’s IP Rights.
13.3 All IP Rights in:
(a)Any improvements or enhancements to the Hardware or Services shall belong to and vest in Best Petrol (or its licensors); and
(b) the Telematics Data, including any database rights, shall belong to and vest in Best Petrol.
13.4 Customer shall have a royalty free, non-exclusive, non-transferable, revocable license to use such material, documentation and software relating to the BestTrack Telematics solely to use the Services provided under this BestTrack Terms (including any updates, improvements or enhancements).
13.5 The Customer shall grant to Best Petrol a royalty free, non-exclusive, non-transferable license during the Subscription Period to use the Input Material as is necessary for the sole purpose of enabling Best Petrol and or its relevant licensors to perform its obligations in relation to the Services and/or for Best Petrol or its relevant licensors’ internal business purposes.
13.6 The Customer shall not copy such material, documentation or software or alter, modify, adapt, translate, decompile, disassemble, reverse engineer or create derivative works of the BestTrack Telematics or the Services.
14.1. Best Petrol shall have the right, in its sole discretion to suspend or terminate the Customer’s access to the Telematics Solution with seven (7) days’ written notice should the following events occur: –
(a) The Customer breaches any of the terms and conditions of this BestTrack Terms, and where capable of remedy, Customer has still failed to rectify such breach within seven (7) days after Best Petrol’ notice to Customer to do so; and
(b) The Customer use the Services and/or Hardware in a manner that is not in accordance with the instructions provided by Best Petrol or permitted hereunder or where determined inappropriate by Best Petrol.
14.2 Best Petrol shall have the right, in its sole discretion to immediately terminate the BestTrack Terms by written notice to Customer, if in Best Petrol’ reasonable opinion, Customer or any of its Related Parties when performing work in connection with this BestTrack Terms:
(i) commits any or causes Best Petrol or any of its Related Parties to be in breach of applicable Anti-Bribery Laws and anti-money laundering laws;
(ii) breaches Clause 19.3.5 of this BestTrack Terms;
(iii) commits any or causes Company or any of its Related Parties to be in breach of applicable competition laws; or
(iv) commits a material breach of the Laws not mentioned in paragraphs (i) and (iii) of this Clause 14.2(a) [i.e. (i) and (iii) immediately above];
(b) any conflict of interest arises between Customer or any of its Related Parties and Best Petrol or any of its Related Parties, unless accepted in writing by Best Petrol;
(c) The Customer is subject to an Insolvency Event;
(d) The Customer and/or any of its Related Parties becomes a Restricted Party; or
BestTrack TermsBestTrack Terms
14.3 Best Petrol may suspend or terminate the Services by giving a minimum of one (1) months’ written notice to the customers, for reasons other than those set out in Clauses 14.1, 14.2, and 14.3 above or without assigning any reasons to the termination.
14.4 Upon expiry of the contract, the Customer may terminate the services by serving a termination request with 7 days’ notice.
14.5 The Customer is subject to early termination charges according to the Agreement if the contract is terminated before the contract end date. Early termination charges do not include cost for removal of device and Best Petrol reserve the right to charge the customer for costs associated with removal of device.
15. Obligations upon Termination
15.1 On termination of the Services by either party:
(a) the whole outstanding balance of the Customer’s account and all Charges and sums due to Best Petrol shall become due and payable in full to Best Petrol and the right of the Customer to receive the Services shall cease immediately (but without prejudice to the rights of Best Petrol already accrued at the date of termination); (b) Best Petrol shall de-activate the Customer Account(Software); and (c) the Customer shall allow the removal of Rental Equipment from all and any of its Vehicle at the Customers’ sole cost with Best Petrol’ designated contractors and shall uninstall the BestTrack Telematics App from all devices, and return the Rental Equipment in good, marketable condition within ten (10) days of the date of termination.
For the avoidance of doubt, if the Customer fails to allow Best Petrol to remove the Rental Equipment and return the Rental Equipment to Best Petrol as set out in Clause 15.1(c) above within one (1) months from the date of termination, Company shall also pay to Best Petrol a hardware lost charge as stated in our Application Form and the one (1) month’s Subscription Fees for Rental Equipment.
16.1 Save to the extent that such liability cannot by law be limited or excluded, and notwithstanding anything to the contrary in this BestTrack Terms, neither Best Petrol nor any member of the Best Petrol Group shall be liable for any Consequential Loss suffered by the Customer or by any third party in connection with any Services, Hardware or the use of the BestTrack Telematics Solution, BestTrack Telematics Portal or BestTrack Telematics App.
16.2 Further, Best Petrol shall not be liable to any Customer or any third party in respect of the fraud, negligence, act, default or omission or willful misconduct of: (a) independent contractors engaged by Best Petrol including but not limited to any of Best Petrol’ relevant licensors, or their employees, contractors or agents; and (b) any participant of the BestTrack Telematics Solution or the Services including but not limited any employees of the Customer, or its customers or agents.
16.3 The Customer acknowledges and agrees that the Services including the Hardware, BestTrack Telematics Portal or BestTrack Telematics App and any related content or service are provided “AS IS AND WITH ALL FAULTS”, and are used at the Customer’s risk, without any warranties of any kind, including but not limited to fitness for purpose, reliability, availability, accuracy or completeness of responses, virus free, uninterrupted or error free operation.
17.1 The BestTrack Terms is personal to the Customer and the Customer shall not be entitled to assign, transfer, mortgage or charge all or any of its rights, interests or obligations under this BestTrack Terms.
18. Law and Jurisdiction
18.1 The provisions of this BestTrack Terms shall be governed by the laws of Singapore and the parties hereby agree that any dispute or claim arising hereunder shall be submitted to the exclusive jurisdiction of the Singapore Courts.
18.2 Save as expressly set out in this BestTrack Terms, a person who is not a party to this BestTrack Terms has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this BestTrack Terms.
19. Anti-bribery and Anti-Corruption
19.1 Conduct of Business
19.1.1 Customer acknowledges that: (a) it has received a copy of the Best Petrol General Business Principles (b) it has received a copy of the Best Petrol Code of Conduct
19.1.2. Customer agrees that it and its Related Parties shall adhere to the principles contained in the Best Petrol General Business Principles (or where Customer has adopted equivalent principles, to those equivalent principles) in all its dealings with, for or on behalf of Best Petrol in connection with this BestTrack Terms and the business resulting therefrom. In the event that Customer or any of its Related Parties supply staff that work on behalf of Best Petrol or represent Best Petrol, Customer commits that such staff will behave in a manner that is consistent with the Best Petrol Code of Conduct. Customer shall notify Best Petrol immediately if it becomes aware of any behavior by Best Petrol staff, Customer or its Related Parties which is, or may be, inconsistent with the Best Petrol General Business Principles, the Best Petrol Code of Conduct or, where the Customer has adopted equivalent principles, their equivalent.
19.2 Compliance with Laws Customer, in the performance of this BestTrack Terms and the business resulting therefrom, shall comply, and ensure compliance by its Related Parties, with the Laws.
19.3 Compliance with Anti-Bribery Laws
19.3.1 Customer represents and warrants that, in connection with this BestTrack Terms or the business resulting therefrom: (a) it is knowledgeable about Anti-Bribery Laws and anti-money laundering Laws applicable to the performance of this BestTrack Terms and will comply with all such Laws; (b) neither it nor a Related Party have made, offered or authorized or will make, offer or authorize any payment, gift, promise or other advantage, whether directly or through any other person or entity, to or for the use or benefit of any Government Official or any person where such payment, gift, promise or other advantage would (i) comprise a facilitation payment; and/ or (ii) violate the Anti-Bribery Laws;
19.3.2 Customer undertakes to immediately notify Best Petrol if in connection with this BestTrack Terms or the business resulting therefrom it receives or becomes aware of any request from a Government Official or any person for any payment, gift, promise or other advantage of the type mentioned in Clause 19.3.1(b). 19.3.3. Best Petrol confirms that its appointment of Customer was expressly made on the basis that Anti- Bribery Laws and the Best Petrol General Business Principles would not be violated. Customer acknowledges that the contents of this BestTrack Terms may be disclosed by Best Petrol to third parties for the purposes of demonstrating compliance with this Clause.
19.3.4 Customer represents and warrants that neither it nor any of its Related Parties is a Government Official or other person who could assert illegal influence on behalf of Best Petrol or its Affiliates. If any of the foregoing becomes a Government Official, Customer shall promptly notify Best Petrol.
19.3.5 Customer shall indemnify, defend, and hold harmless Best Petrol and its Related Parties from and against any and all losses, damages, claims, expenses, fines and penalties arising out of Customer’s representations in this Clause 19.3 being untrue or arising out of Customer’s breach of any of its warranties or undertakings in this Clause
19.4 Audit Rights, Internal Controls and Records Keeping
19.4.1 Customer and its Affiliates shall maintain adequate internal controls and procedures to assure compliance with Anti-Bribery Laws including but not limited to procedures to ensure that all transactions are accurately recorded and reported in its books and records to reflect truly the activities to which they pertain such as the purpose of each transaction and to whom it was made or from whom it was received.
19.4.2 Customer shall maintain, either physically, by electronic media or on microfilm, all records and information related to this BestTrack Terms and/or any work statement in connection therewith for a period of five (5) years after the BestTrack Terms’s end date. Such records and information shall include at a minimum all invoices for payment submitted by Customer to Best Petrol along with complete supporting documentation. Customer shall ensure that its Related Parties and third-party contractors comply with the requirement of this Clause 19.4.2.
19.4.3 Best Petrol shall have the right to audit all information, rates and costs and expenses related to this BestTrack Terms in connection therewith at any time during and within five (5) years after termination of this BestTrack Terms. Best Petrol or any person authorised by Best Petrol may have access at all reasonable times to any place where the records are being maintained and Customer shall afford every reasonable facility for this right of access. Best Petrol shall have the right to reproduce and retain copies of any of the aforesaid records or information. Customer shall implement all agreed recommendations arising from the audits within a time scale, mutually agreed with Best Petrol.
19.4.4 Upon Best Petrol’ request, Customer will, as soon as reasonably practical, provide Best Petrol with all records relating to this BestTrack Terms and/or any work statement in connection therewith which are created or kept by its Related Parties or third-party contractors.
APPENDIX 1 BESTTRACK TELEMATICS SOLUTION
Data Use Policy
Best Petrol (Pte) Ltd (“Best Petrol”) is responsible for the use of the data described below.
Use of Data Data supplied by an applicant for the BestTrack Telematics Solution, and/or which relates to the account of a Customer, may be used or analysed by Best Petrol in order to:
• process the application;
• establish any identity of the Customer’s drivers;
• operate the Customer’s account(s);
• facilitate access to and use of the BestTrack Telematics Portal and the BestTrack Telematics App;
• create reports as requested by the Customer based on the Telematics Data on the performance of the Customer’s fleet of drivers and performance of the Customer’s Vehicles;
• assess and/or review a Customer’s credit status and/or payment record on an ongoing basis;
• conduct customer screening for trade controls purposes; make decisions in relation to any Customer, including (without limitation), whether or not to limit the credit available, require (additional) security, suspend the provision of Services or Hardware or terminate the BestTrack Terms;
• trace debtors / recover debt;
• confirm, update and enhance Best Petrol customer records; monitor volume and spend information;
• conduct market research and/or statistical analysis (for example in relation to credit, insurance and fraud);
• identify and (if possible) prevent money laundering and fraud; and for marketing purposes (subject to any objections received and/or consents obtained, for which see below).
In each case the processing will take place at any time during the course of the application process and/or the BestTrack Terms and may continue after that BestTrack Terms has ended.
Recipients and Sources of Data
BestPetrol may therefore disclose data relating to a Customer, a user, driver and/or a driver’s account(s) to, or obtain data from, any of the following:
• the participants in the BestTrack Telematics Solution and its Related Parties, and/or any other company that is permitted to supply products and/or services to Best Petrol for the BestTrack
• any agents, service providers and/or subcontractors of the BestPetrol;
• any person to whom any member of the BestPetrol proposes to transfer any of its rights and/or duties under the BestTrack BestTrack Terms;
• referees, guarantors or other persons providing references or security in relation to a Customer’s obligations;
• credit reference and/or fraud prevention agencies (e.g. Experian and Dun & Bradstreet); and/or
• any other person(s) required or permitted by law or any regulatory authority.
In each case the recipients of the data may be located in countries outside Singapore and the European Economic Area that do not have laws to protect personal information, however in these circumstances Best Petrol will use all reasonable endeavours to ensure that any personal data is appropriately protected.
Whether an application for the BestTrack Telematics Solution is successful or not, BestPetrol GroupBestPetrol may use the information supplied in an application and/or collected during the course of promoting BestTrack Telematics Solution, to send any applicant or Customer, or their representatives, information about goods and/or services offered by BestPetrol which may be of interest. Such person(s) will be given the opportunity to indicate their consent to such contact by ticking a box on the relevant application form. Any person that wishes to withdraw such consent may do so by using the ‘unsubscribe’ facility on any marketing email.
BestPetrol may also use the information supplied in an application and/or during the course of a BestTrack BestTrack Terms to contact Customers, drivers and/or their representatives regarding their use of the Hardware or Services. Any objection to such contact may be registered by: ticking the box supplied on the relevant application, nomination or registration form, or using the ‘unsubscribe’ facility on any related email.
When processing an application and during the term of any BestTrack BestTrack Terms, Best Petrol or its nominees may assess the creditworthiness of any applicant or Customer, as well as that of any person(s) associated with any Customer (creditworthiness may be assessed with reference to such associated persons). In assessing creditworthiness: (a) credit scoring or other automated decision-making processes may be used; and (b) records held by credit reference agencies may be searched. The consumer credit history of individuals linked to a Customer may also be assessed, but only with their permission. The credit reference agencies will add details of the search and the application to their records, and these may be seen by other organizations that make searches. Information held by the credit reference agencies regarding any Customer may already be linked to records relating to associated persons, or the information provided may create such a link.
Contacting Best Petrol
In the event that any applicant or Customer, or Customer’s drivers becomes aware that their BestTrack Telematics related information is inaccurate, incomplete or needs updating in any respect, or wishes to access such information, they should contact +65 6898 2525.
What does this Privacy Statement cover?
This Privacy Statement provides information about personal data which is collected and processed in the context of the issuance and use of the BESTTRACK TELEMATICS SOLUTION. The BESTTRACK TELEMATICS SOLUTION collects real time information on the vehicle location, vehicle and driver’s performance, driver’s performance as well mileage, business/private trip distinction, depending on the option chosen by your employing or contracting company. Data is collected real time through technology installed in the vehicle. The purpose of the Telematics Solution is to increase safety and efficiently of the fleet of vehicles of BEST PETROL Customers.
Source of data
If you have not provided your personal data directly to Best Petrol, please be informed that Best Petrol has obtained your personal data from your employing or contracting company who in turn will have ensured that your consent has been obtained if this is required.
Your data will be collected through the BESTTRACK TELEMATICS SOLUTION either with a direct identifier to you as a driver (Driver ID) or through the application of other indirect identifiers.
Purposes for processing the data collected
For the duration of your use of the BESTTRACK TELEMATICS SOLUTION, your personal data (as a driver) in a vehicle with installed BESTTRACK TELEMATICS SOLUTION is processed for the purposes:
• maintaining and improving the safety and efficiency of the fleet of vehicles of BEST PETROL Customers;
• in limited circumstances, personal data collected through the BESTTRACK TELEMATICS SOLUTION may be used to address the consequences of traffic offences (including the notification to the competent law enforcement authorities), investigation of accidents and incidents as well as other internal investigations and audits;
• establish a cardholder’s identity if this option has been requested by the employing or contracting company;
• operate the cardholder’s account(s) and facilitate access to and use of the online services relating to BEST PETROL;
• assess and/or review the card status and/or purchase record of the BEST PETROL on an ongoing basis;
• conduct screening for trade controls and anti-bribery and corruption purposes;
• monitor volume and spend information;
• trace and recover BEST PETROL debt where the data refers to a company (representative);
• conduct aggregated market research and/or statistical analysis;
• identify and (if possible) prevent money laundering and fraud; and/or
• marketing and commercial communication subject to any consent obtained.
and you agree and acknowledge that use of your personal data may continue after that agreement has ended for limited purposes (invoicing cycle, compliance with legal, fiscal and/or contractual requirements including internal audit).
Best Petrol will only send marketing to individuals within your organization if consent has been given or not withheld; individuals are free to withdraw their consent at any time. Consent may also be withdrawn at any time by your company’s authorized representative.
Who is responsible for any personal data collected?
Best Petrol (Pte) Ltd is the Data Controller for processing personal data.
Sharing your personal data
BestPetrol GroupBestPetrol Group
Except as set out in this Privacy Statement, we will not disclose your Personal Data without your permission unless we are legally entitled or required to do so (for example, if required to do so by legal process or for the purposes of prevention of fraud or other crime) or if we believe that such action is necessary to protect and/or defend our rights, property or personal safety and those of our users/customers or other individuals.
You have the right of access to your Personal Data collected through the BESTTRACK TELEMATICS Solution as well as the right to request correction or deletion of such Personal Data (but only where it is no longer required for a legitimate business purpose).
Who can I contact for more information?
For any additional queries, you can email email@example.com
SCHEDULE 4 – CO2 COMPENSATION SOLUTIONS
The following terms and conditions shall apply for the CO2 Compensation Solutions supplied to You, at your request, in connection with your Fuel purchases via the Shell Card, and you undertake and covenant to comply with the obligations set out in this Schedule 3.
1. Definitions and Interpretations
1.1. “CO2 Credit” signifies an independently verified reduction of one (1) tonne of CO2 avoided or in the atmosphere.
1.2. “Project” means a CO2 compensation project selected by the Shell (or an Affiliate of the Shell) for the sale of CO2 Credits to You, from the global portfolio of projects held by a Shell affiliate.
2. CO2 Compensation Solutions
2.1. Compensation of CO2
Your CO2 emissions relating to the Fuel purchased via a specific Shell Card may be fully or partially compensated by our procurement of CO2 Credits from Shell on your behalf, and all CO2 Credits supplied hereunder are for CO2 lifecycle emissions of the Fuel.
2.2. CO2 Compensation Projects
2.2.1. Projects are certified by the Verified Carbon Standard (VCS – http://verra.org/), currently the largest source of voluntary nature-based projects. Projects are also certified by the Climate Community & Biodiversity Standard (CCB – http://www.climate-standards.org/) which verifies that projects jointly address climate change, support local communities and conserve biodiversity. Shell may at its sole discretion select projects certified by another but equivalent standard.
2.2.2. If at any time a Project is no longer be compliant with the aforementioned standards and/or the Project is no longer be suitable for any other reason, Shell may at its sole discretion select another CO2 compensation project.
2.3. Calculation of CO2 Emissions
2.3.1. The calculated CO2 emissions and the number of CO2 Credits required for compensation are the result of multiplying the litres of Fuels purchased by you via the Shell Card with the CO2 emission factors related to the complete combustion of the Fuel. Shell uses emission factors that may be obtained from internal studies, external consultants and other third parties, public literature and national and international guidelines, standards and Fuel specifications. The CO2 emission factors assume an average bio content.
2.3.2. The calculations of CO2 emissions might be subject to change because of changes in Fuel specifications, changes in emission factor lists or otherwise.
3. Purchase and Subscription for CO2 Compensation Solutions
3.1. Purchase of CO2 Credits
3.1.1. You shall pay to us the procurement fees for CO2 Credits by the due date stated on the invoice issued to you in respect of the relevant Shell Card.
3.1.2. Our purchase of CO2 Credits on your behalf to compensate the CO2 emissions of all or part of the Fuel volumes purchased via the Shell Card during the calendar year will take place within three (3) months after the end of the relevant calendar year.
3.1.3. You agree and acknowledge that Shell may at its discretion review its CO2 Compensation fee annually at the end of each calendar year. In the event Shell proposes to adjust its CO2 Compensation fee, we shall provide you with written notice of at least 45 days prior to such fee adjustment.
3.2. Minimum Subscription Term
The minimum subscription term for the CO2 Compensation Solution shall be twelve (12) months from the date of sign up by you. Upon the expiry of the aforementioned minimum subscription term, you may terminate your subscription by giving us at least six (6) weeks prior written notice, after which your CO2 Credits shall be retired.
Date of last revision: July 31, 2023