1.1.1 All contracts for the sale of products or services made by Satsafe Ltd ‘the Company’ or ‘Satsafe’ (registered in England and Wales no. 8415883), are deemed to include these Terms and Conditions (the Terms), which shall prevail over any other document or communication between the parties unless otherwise agreed in writing.
1.2.1 The term ‘product’ shall include in-vehicle telematics and camera systems and terminals, antennae, cables and any ancillary equipment and accessories.
1.2.2 The term ‘services’ shall include delivery, installation, repair and replacement of products and the provision of data, reports and other information by any medium.
1.2.3 The term ‘SIM Card’ shall mean any subscriber identity module used in any of the products supplied (sold or hired), by the Company
1.2.4 The term ‘customer’ shall mean any company, partnership, association or individual entering into a contract for the purchase or rent of products or services from Satsafe.
1.3.1 If any part of the Terms should be found to be invalid or unenforceable by a court or other competent authority, then the rest shall not be affected. Each of the parties agrees that these Terms represent the entire agreement between them.
1.3.2 Any notice to be given in respect of these Terms by either of the parties shall be in writing, and delivered to the registered office, principal place of business or home address (for domestic customers), of the other.
1.4 Prices and Payment Terms
Prices are only valid if expressed in writing by Satsafe and only for the quantity of products and time period stated in its quotation, order confirmation or published in sales literature or online web shop. Unless otherwise stated on Satsafe’s order confirmation or invoice, payment of all invoiced amounts shall be made within 30 days of the date of invoice for commercial customers or before despatch to any domestic customers. If any payment is not made by the Customer by the due date, Satsafe reserves the right to charge interest at the rate of 4% above the Barclays Bank Plc base rate until payment is received in full.
188.8.131.52 If the customer enters into a lease or hire agreement directly with Satsafe or from a third party such as a finance company, it is the customer’s responsibility to ensure that all lease or hire agreements, payment guarantees, acceptance notes and initial payments are completed satisfactorily within 7 days of delivery.
184.108.40.206 If the Customer fails to comply with this requirement or the 3rd party fails to pay Satsafe within 30 days from delivery then Satsafe shall invoice the customer directly for the products at its published prices and such invoice shall be payable by the customer within 7 days.
1.4.3 Subscription Services
220.127.116.11 All services are made available to customers by Satsafe at the Company’s sole and absolute discretion. Satsafe may modify or withdraw those services, or the period during which they are available, at any time at our sole and absolute discretion. Satsafe delivers any and all subscription services to customers on a rolling basis. Customers shall pay for the subscription services at periodic intervals (monthly or annually, as may be appropriate) and Satsafe is obliged to deliver the subscription services to you during the period of time that you have paid for, subject to our right to terminate under these terms and conditions or the interruption of those subscription services by events beyond our reasonable control.
18.104.22.168 Satsafe shall cease delivery of the subscription services at the end of the period for which a customer has subscribed unless the customer has renewed their subscription. Satsafe shall make best endeavours to notify customers of the approaching expiry of a subscription service but will not be liable if the customer fails to receive that notification or if the customer does receive the notification but choose to ignore it.
2. Delivery and Installation
2.1 All delivery times and dates are approximate, but Satsafe shall use its reasonable endeavours to respect them. In the event that installation is carried out by the customer (self-install) or a suitably experienced or qualified person appointed by the customer, Satsafe shall not be liable for any loss or damage whatsoever, arising directly or indirectly, as a result of any negligence or failure to follow Satsafe’s written instructions in installing the products.
3. Title and Risk
3.1 Title in products purchased by the customer passes upon full payment and until then the customer must insure and store the products separately and maintain them in good order. Title in products rented by the customer shall remain vested in Satsafe and these products must be returned to the Company at the expense of the customer in good order at the end of such rental. This clause also includes any products loaned to clients (current and future), for trial purposes and failure to return the goods shall result in the raising of an invoice for the full amounts due under standard commercial terms.
3.1.1 For domestic customers purchasing products, title passes in full once payment has been made in full.
3.2 SIM Cards shall remain the property of Satsafe, (or its SIM Card provider), in all circumstances risk in the products passes to the customer upon their delivery to the customer’s designated delivery address, regardless of whether installation of the harware devices has been completed or not.
4.1 Satsafe guarantees to the customer that the products purchased will be free from defects for a period of 12 months from delivery unless otherwise stated on the order confirmation.
4.2 Should the products be defective within this period, Satsafe will repair or replace them within a reasonable time using components or replacements that are new, or equivalent to new. In the case of products rented from Satsafe this guarantee will continue for the duration of the product rental. Satsafe does not warrant that the products are fit for any particular purpose, nor that that the Services will be without disruption, nor that any reports, data or information provided as part of the Services will be free from errors, omissions, inaccuracies or nonconformities, and Satsafe shall have no liability or obligation to the customer in this respect except as provided hereunder.
4.3 Satsafe makes no warranty for the security or integrity of any connection or transmission used in the provision of the Services. Satsafe shall not be liable for and provides no warranty for any damage caused by the customer or his representative or any unauthorised 3rd party through incorrect installation, use, modification or repair of the products, nor for any accidental or other damage to the products caused by any party or external force.
4.4 Satsafe makes no warranty for third party products or services. Please note that certain services (or parts thereof), are hosted, managed, delivered and operated by a third party. Where this is the case it will be indicated on the Satsafe website and/or the relevant service. Customers’ use of those services will be the subject of terms and conditions with the third party in question and your contract in respect of the delivery of those services will be with that third party.
4.5 When registering to become a user of Satsafe platform or subscription services, customers accept those third party terms and conditions, which come into force the moment such third party service to which they relate are activated. If a customer does not consider those third party terms and conditions to be acceptable, customers may continue to register to use the Services. Simply ignore and make no use of the third party service to which the terms and conditions you have rejected apply and those terms and conditions will not apply to the contract/service.
The services delivered by Satsafe may contain links to other third party websites, platforms and services through advertising or otherwise, and in certain circumstances our content may also be made available on third party services and platforms (“Distributed Content”).
5. Intellectual Property Rights
5.1 Satsafe retains all Company-owned Intellectual Property in the products and services. Copyright and all other intellectual property rights subsisting in the database accessible via the services and each and every piece of information provided through the Services ‘the Information’ is owned by Satsafe or the providers of such information.
5.2 The customer may use Information retrieved from the Services only for his own purposes which means that the customer may not sell, resell, retransmit or otherwise make the Information retrieved from the Services available in any manner or on any medium to any third party unless the customer has obtained Satsafe’s prior written consent.
5.3 Satsafe may use the Information, in an anonymised, aggregated format, with data from other vehicles, to monitor road usage, provide information regarding traffic flow and journey times and to analyse general driving behaviour. This aggregated data, which shall contain no personal or confidential data, may be shared with or supplied to other third parties.
6. SIM Cards
6.1 Wherever relevant, the customer shall not remove, or permit or allow others to remove, any SIM Card from any of the products.
6.2 The customer is responsible for the loss or theft and any consequent (including fraudulent or improper) usage of the SIM Cards.
6.3 In the event that Satsafe has reasonable grounds to believe that the customer may be in breach of the provisions of this clause, Satsafe may, at its sole discretion, discontinue the provision of services to the customer on any one or all of the products supplied to the customer.
7.1 Regradless of any prior Confidentiality Agreement or similar legal instrument being put in place, both Satsafe and the customer must treat all information received from the other marked ‘Confidential’, or which is reasonably obvious to be confidential, as it would treat its own confidential information. Information that is to be considered confidential may include, but not be limited to: business plans, lists of customers, operational and technical data and product plans. The provisions of this clause shall survive the termination of any contract between the customer and Satsafe by three years.
8.1 Nothing in these Terms shall exclude or limit Satsafe’s liability for death or personal injury caused by Satsafe’s negligence nor its liability for fraudulent misrepresentation.
8.2 Without prejudice to any other provision of these Terms, in any event Satsafe’s total liability for any one claim or for the total of all claims arising from one act of default on Satsafe’s part (whether in tort, contract, negligence or otherwise) shall not exceed the total amount paid by the customer for the products or services in respect of which a claim is made.
8.3 In the case of any claim made against Satsafe for disruption to the services or any errors in the information provided, Satsafe’s liability shall not exceed the total price paid by the customer for the Services for the duration of any such disruption or errors and only in respect of those products for which the services were affected. Satsafe shall not be liable to the customer for any economic (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings), special, indirect or consequential losses.
9. Contracts (Rights of Third Parties) Act 1999
9.1 A person who is not a party to this contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
10. Force Majeure
10.1 Satsafe shall not be liable to the customer for non-performance or delay in performance of any of its obligations under these Terms or loss or damage of any products due to acts of God, war, riot, civil commotion, embargo, strikes, fire, theft, delay in delivery or services of subcontractors or sub-suppliers, shortage of labour or materials, confiscation or any other unforeseen event (whether or not similar in nature to those specified) outside the reasonable control of Satsafe.
11.1 Satsafe may terminate any contract with the customer if he commits a material or persistent breach of these Terms and fails to remedy this within 30 days of written notice, or with immediate effect if the customer does any act that might jeopardise the continuance of the services.
12.1 The customer may not assign his rights or obligations, in whole or in part, to any third party without Satsafe’s written approval.
13. Governing Law and Jurisdiction
13.1 This Agreement and these Terms shall be construed in accordance with English law, and shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Company Contact Details
You can email us with any questions, queries or complaints at firstname.lastname@example.org
By post: Satsafe Limited, Campus Technology Hub, Sci-Tec Daresbury, Keckwick Lane, Warrington Cheshire WA4 4AD.