KONEXIT FLEET LTD

BUSINESS TERMS AND CONDITIONS

These Terms and Conditions govern the supply of vehicle tracking hardware, telematics services, software, connectivity and related products and services by Konexit Fleet Ltd, company registration number 15687403, of Dol y Felin, Penegoes, SY20 8UN ("Konexit", "we", "us" or "our").

These Terms apply to business customers only.

By purchasing Hardware, subscribing to Services, accepting a quotation or Sales Order, paying an invoice, activating a Service or continuing to use our Services, the Customer agrees to be bound by these Terms.

1. BUSINESS CUSTOMERS ONLY

1.1 These Terms apply only where the Customer is acting wholly or mainly for purposes relating to its trade, business, craft or profession.

1.2 These Terms are not intended to apply to consumers purchasing products or services wholly or mainly for personal, domestic or household purposes.

1.3 If a person wishes to purchase from Konexit as a consumer, they should contact Konexit before placing an order so that the appropriate consumer terms can be provided.

2. DEFINITIONS

In these Terms:

Account means the Customer's account through which the Services are accessed or managed.

Billing Cycle means the recurring billing period applicable to the Services, normally one month unless otherwise stated in the Sales Order.

Charges means all prices, subscription fees, Hardware charges, installation charges and other amounts payable to Konexit.

Commencement Date means the date on which the relevant Services are activated or another date stated in the Sales Order.

Contract means the agreement between Konexit and the Customer comprising these Terms, the applicable Sales Order and any document expressly incorporated into them.

Customer means the company, partnership, sole trader, organisation or other business purchasing Hardware or Services from Konexit.

Customer Data means information uploaded to, generated through or processed using the Services in connection with the Customer, its vehicles, drivers, employees, contractors or authorised users.

Device means any vehicle tracking device, telematics unit, camera, sensor, accessory, SIM-enabled equipment or related equipment supplied by Konexit.

Hardware means a Device or other physical product supplied by Konexit.

Initial Term means a fixed minimum contractual term expressly stated in a Sales Order.

PAYG Service means a recurring Service supplied without an Initial Term and subject to the termination provisions in clause 6.

Platform means any website, online portal, application, mobile application, reporting interface or software made available by Konexit.

Sales Order means a quotation, proposal, order form, online order, email order confirmation, Charges Schedule or other written document confirming the products, Services, Charges, quantities or contractual arrangements agreed between the parties.

Services means vehicle tracking, telematics, connectivity, software, Platform access, mobile applications, reporting, support and any related services supplied by Konexit.

SIM means any SIM card, eSIM or mobile connectivity service supplied or arranged by Konexit.

Written Notice includes notice sent by email to an appropriate Konexit email address.

3. FORMATION OF THE CONTRACT

3.1 A Contract is formed when:

(a) the Customer accepts a quotation or Sales Order;

(b) Konexit accepts an order from the Customer;

(d) Konexit activates a Service for the Customer; or

(e) the Customer begins using the Hardware or Services,

whichever occurs first.

3.2 The Sales Order and these Terms together form the Contract.

3.3 If there is a conflict between these Terms and a Sales Order, the Sales Order will take precedence in relation to the specific commercial terms expressly stated in it.

3.4 Terms contained in a Customer purchase order or other Customer document will not apply unless expressly agreed by Konexit in writing.

3.5 Quotations are valid for the period stated on the quotation or, where no period is stated, for 30 days from the date of issue.

4. PURCHASED HARDWARE

4.1 Unless expressly described as rental, leased, loan or demonstration equipment, Hardware supplied by Konexit is sold outright to the Customer.

4.2 Ownership of purchased Hardware passes to the Customer once Konexit has received payment in full for that Hardware.

4.3 Once paid for in full, purchased Hardware belongs to the Customer.

4.4 Purchased Hardware does not have to be returned to Konexit merely because the associated tracking, connectivity or Platform Service is cancelled or terminated.

4.5 Risk in purchased Hardware passes to the Customer upon delivery to the Customer or its nominated delivery address.

4.6 Until payment has been received in full, legal title to the Hardware remains with Konexit.

4.7 Until title has passed, the Customer must not sell, dispose of, pledge or otherwise encumber the Hardware.

4.8 Photographs, illustrations, dimensions and product descriptions are provided for general guidance. Minor variations that do not materially affect functionality will not amount to a breach of Contract.

5. RENTAL, LOAN OR LEASED HARDWARE

5.1 Where a Sales Order expressly states that Hardware is supplied on a rental, loan or lease basis, ownership remains with Konexit unless expressly agreed otherwise.

5.2 The Customer must take reasonable care of such Hardware.

5.3 The Customer must not sell, transfer, pledge, dispose of, dismantle or materially alter Hardware belonging to Konexit.

5.4 Following termination of the relevant rental, loan or lease arrangement, the Customer must return the Hardware within 14 days unless otherwise agreed.

5.5 The Customer may be responsible for reasonable replacement costs where such Hardware is:

(a) not returned;

(b) lost or stolen while in the Customer's possession; or

5.6 This clause does not apply to Hardware purchased outright and paid for in full.

6. PAY AS YOU GO SERVICES

6.1 Unless a Sales Order expressly states an Initial Term, recurring Services will be supplied on a PAYG basis.

6.2 A PAYG Service:

(a) has no fixed minimum contractual term;

(b) operates on a rolling basis;

(d) is charged in accordance with the applicable Sales Order or Charges Schedule.

6.3 Cancellation by the Customer

The Customer may terminate a PAYG Service at any time by giving Konexit not less than 60 days' written notice.

6.4 Notice Period

The 60-day notice period begins on the date Konexit receives a valid written cancellation request.

The relevant Services will remain active and available throughout the notice period unless the Customer requests otherwise.

6.5 Charges During the Notice Period

The Customer remains responsible for all recurring Charges falling due during the 60-day notice period.

This applies whether or not the Customer chooses to continue using the Services during that period.

6.6 Termination Date

The PAYG Service will terminate at the end of the 60-day notice period.

No recurring Service Charges will be payable for periods after the effective termination date.

6.7 Cancellation and Hardware Ownership

Cancellation of a PAYG Service does not require the Customer to return Hardware that has been purchased outright and paid for in full.

6.8 Deactivation

Following termination:

(a) access to the relevant tracking Service may cease;

(b) the Device may cease transmitting information through the Konexit Platform; and

6.9 Reactivation

If a cancelled Service is subsequently reactivated, Konexit may charge a reasonable reactivation, administration, replacement SIM or setup fee where applicable.

7. FIXED-TERM SERVICES

7.1 Where a Sales Order expressly states an Initial Term, the Customer agrees to purchase the relevant Services for the Initial Term specified.

7.2 The Sales Order may specify:

(a) the Initial Term;

(b) the number of Devices;

(d) recurring Charges;

(e) installation Charges;

(f) agreed annual increases; and

(g) any other specific commercial terms.

7.3 A fixed-term Service cannot ordinarily be terminated for convenience during its Initial Term unless the Sales Order expressly provides otherwise.

7.4 If the Customer terminates a fixed-term Contract without a contractual right to do so, Konexit may recover amounts properly due under the Contract, subject to applicable law.

7.5 Any renewal arrangements following the Initial Term will be as stated in the applicable Sales Order.

8. CHARGES AND PAYMENT

8.1 The Customer must pay all Charges specified in the Sales Order, quotation, invoice or applicable Charges Schedule.

8.2 Unless expressly stated otherwise, Charges are exclusive of VAT and other applicable taxes.

8.3 Recurring Services may be invoiced monthly in advance.

8.4 Hardware, installation and other one-off Charges may be payable in advance.

8.5 The Customer must pay invoices by the due date stated on the invoice.

8.6 Where payment is collected by Direct Debit, card or another recurring payment method, the Customer authorises Konexit to collect Charges properly falling due under the Contract.

8.7 The Customer must maintain valid payment details throughout the period in which Services are supplied.

8.8 Where an undisputed invoice remains unpaid after its due date, Konexit may:

(a) request immediate payment;

(b) suspend some or all Services after reasonable notice;

(d) claim statutory interest, compensation and recovery costs available under applicable late-payment legislation; and

(e) terminate the affected Services where a material overdue amount remains unpaid after reasonable notice.

8.9 Suspension does not remove the Customer's obligation to pay Charges properly due.

8.10 The Customer must raise genuine invoice disputes promptly and provide reasonable information explaining the dispute.

8.11 Undisputed amounts remain payable by the normal due date.

9. PRICE CHANGES

9.1 Konexit will not retrospectively change the agreed purchase price of Hardware already ordered and accepted.

9.2 Konexit may amend recurring PAYG Service Charges by giving the Customer at least 30 days' written notice.

9.3 If the Customer does not wish to accept an increase in PAYG Charges, it may give notice to terminate the affected Service.

9.4 Where a Customer gives termination notice following a notified price increase, the existing price will continue to apply until the termination date unless otherwise agreed.

9.5 Price changes affecting fixed-term Services will only apply where:

(a) permitted by the applicable Sales Order;

(b) expressly agreed;

(d) otherwise permitted under the Contract.

9.6 VAT and other statutory taxes or levies may be adjusted where required by law.

10. DELIVERY

10.1 Delivery dates are estimates unless expressly agreed in writing to be guaranteed.

10.2 Konexit will use reasonable efforts to deliver Hardware within any estimated timescale.

10.3 Konexit will not be liable for delays caused by circumstances outside its reasonable control.

10.4 The Customer should inspect Hardware promptly after delivery and notify Konexit within a reasonable period of:

(a) damage in transit;

(b) incorrect items;

(d) obvious physical defects.

11. INSTALLATION

11.1 Professional Installation

Where Konexit or a subcontracted engineer installs Hardware:

(a) the Customer must provide reasonable access to the vehicle at the agreed location and time;

(b) the vehicle must be safe, accessible and suitable for installation;

(d) Konexit may refuse or postpone installation where installation cannot reasonably or safely be completed; and

(e) additional Charges may apply where an engineer attends but cannot complete the installation because of circumstances attributable to the Customer.

11.2 Self-Installation

Where Hardware is supplied for self-installation:

(a) the Customer is responsible for following the installation instructions;

(b) installation should be carried out by a suitably competent person; and

(c) Konexit is not responsible for damage caused by incorrect installation, misuse, unauthorised modification or failure to follow reasonable instructions.

11.3 Removal and Reinstallation

Where a Device is removed or transferred between vehicles, the Customer is responsible for ensuring that removal or reinstallation is carried out competently unless Konexit has agreed to perform the work.

11.4 Vehicle Warranties and Finance

The Customer is responsible for checking whether installation or modification may affect:

(a) a manufacturer's warranty;

(b) a leasing agreement;

(d) a finance agreement; or

(e) any other third-party arrangement relating to the vehicle.

12. HARDWARE WARRANTY

12.1 Unless a longer period is expressly stated in the Sales Order, purchased Hardware is supplied with a 12-month return-to-base warranty beginning on the date of delivery.

12.2 Where Konexit is reasonably satisfied that Hardware has developed a fault covered by warranty, Konexit may repair or replace the affected Hardware.

12.3 Replacement Hardware may be new or professionally refurbished and will provide materially equivalent functionality.

12.4 The warranty does not cover faults or damage caused by:

(a) collision or accident;

(b) misuse, neglect or abuse;

(d) incorrect installation;

(e) unauthorised alteration, opening or repair;

(f) electrical faults originating from the vehicle;

(g) third-party equipment;

(h) deliberate damage;

(i) loss or theft;

(j) fair wear and tear; or

(k) use contrary to supplied instructions.

12.5 The Customer should obtain return instructions from Konexit before returning Hardware.

12.6 Unless otherwise agreed, the Customer is responsible for removing and returning Hardware supplied under a return-to-base warranty.

12.7 Where returned Hardware is found not to be defective or the fault falls outside the warranty, reasonable testing, repair, replacement, installation or delivery Charges may apply.

12.8 Nothing in these Terms excludes or restricts rights or remedies which cannot lawfully be excluded or restricted.

13. SERVICES AND PLATFORM

13.1 Konexit will use reasonable care and skill in supplying the Services.

13.2 Vehicle tracking and telematics rely on infrastructure and services that may be outside Konexit's control, including:

(a) satellite and GPS systems;

(b) mobile telecommunications networks;

(d) hosting and cloud infrastructure;

(e) mapping services;

(f) vehicle power supplies; and

(g) third-party software and technology.

13.3 Konexit does not guarantee that Services will be completely uninterrupted or error-free.

13.4 Temporary loss of communication may occur in areas where satellite, mobile or internet coverage is weak or unavailable.

13.5 Information may occasionally be delayed, unavailable or incomplete.

13.6 Unless expressly agreed otherwise, the Platform is not:

(a) an emergency response service;

(b) a police-monitored alarm service;

(d) a substitute for legally required safety equipment; or

(e) a service on which life or personal safety should exclusively depend.

13.7 GPS locations, mileage, journey data, driving information and telematics reports should be treated as operational information and may not always be exact.

13.8 Konexit may perform maintenance, upgrades, security improvements and other changes to the Platform.

13.9 Where reasonably practicable, Konexit will seek to minimise disruption from planned maintenance.

14. CUSTOMER RESPONSIBILITIES

14.1 The Customer must:

(a) use the Hardware and Services lawfully;

(b) maintain accurate account and billing information;

(d) ensure only authorised individuals access its Account;

(e) notify Konexit promptly of suspected unauthorised access;

(f) maintain its vehicles and vehicle electrical systems appropriately;

(g) comply with reasonable installation requirements;

(h) use Hardware in accordance with supplied instructions; and

(i) cooperate reasonably with Konexit when investigating faults or technical problems.

14.2 The Customer is responsible for activity carried out through accounts or login credentials issued to it, except to the extent caused by Konexit's breach of its own obligations.

14.3 The Customer must not:

(a) interfere with Platform security;

(b) attempt to gain unauthorised access;

(d) use the Services for unlawful purposes;

(e) access another customer's information without authorisation;

(f) misuse a SIM or connectivity service; or

(g) reverse engineer software except to the extent expressly permitted by law.

15. DRIVER PRIVACY AND DATA PROTECTION

15.1 Vehicle tracking may involve the processing of personal data, including information relating to vehicle location, journeys, drivers and employees.

15.2 The Customer is responsible for ensuring that its use of the Services complies with applicable data protection, employment and privacy laws.

15.3 In particular, the Customer is responsible for:

(a) establishing an appropriate lawful basis for processing;

(b) providing appropriate privacy information to drivers, employees and other affected individuals;

(d) responding to data-subject requests where the Customer is the Controller;

(e) maintaining appropriate internal policies regarding tracking;

(f) ensuring tracking is used proportionately and lawfully; and

(g) completing any data protection impact assessment required by law.

15.4 Where Konexit processes Personal Data solely on behalf of the Customer in providing the Services:

(a) the Customer will generally act as Controller; and

(b) Konexit will generally act as Processor.

15.5 Schedule 1 to these Terms applies whenever Konexit processes Personal Data as Processor on behalf of the Customer.

15.6 Konexit may separately act as Controller in relation to information processed for its own legitimate business purposes, including:

(a) account administration;

(b) billing;

(d) fraud prevention;

(e) legal compliance; and

(f) management of the commercial relationship.

15.7 Konexit's own processing of Personal Data is also subject to its applicable Privacy Policy.

16. LIABILITY

16.1 Nothing in the Contract excludes or limits liability where it would be unlawful to do so.

16.2 Nothing in particular excludes or limits liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; or

16.3 Subject to clauses 16.1 and 16.2, Konexit will not be liable for:

(a) loss of profit;

(b) loss of revenue;

(d) loss of anticipated savings;

(e) loss of opportunity;

(f) loss of goodwill; or

(g) indirect or consequential loss,

to the extent legally capable of exclusion.

16.4 Subject to clauses 16.1 and 16.2, Konexit will not be responsible for losses caused by:

(a) mobile network failure;

(b) satellite or GPS availability;

(d) incorrect installation not carried out by Konexit;

(e) vehicle electrical faults;

(f) Customer misuse;

(g) unauthorised alteration;

(h) incorrect information supplied by the Customer;

(i) acts or omissions of the Customer or its personnel;

(j) circumstances outside Konexit's reasonable control; or

(k) reliance upon the Services as an emergency response, life-safety or guaranteed vehicle-recovery system.

16.5 Subject to clauses 16.1 and 16.2, Konexit's total aggregate liability arising out of or in connection with a Contract in any 12-month period will not exceed the greater of:

(a) the total Charges paid or payable by the Customer under the affected Contract during the 12 months immediately preceding the event giving rise to the claim; or

(b) £5,000.

16.6 Where a claim relates solely to Hardware purchased outright and no recurring Service is involved, Konexit's aggregate liability relating specifically to that Hardware will not exceed the greater of:

(a) the purchase price paid for the affected Hardware; or

(b) £1,000.

16.7 The exclusions and limitations in this clause apply only to the fullest extent permitted by law.

16.8 Each party must take reasonable steps to mitigate any loss resulting from a breach of Contract.

17. INTELLECTUAL PROPERTY

17.1 Ownership of physical Hardware purchased outright passes in accordance with clause 4.

17.2 The Customer does not acquire ownership of Konexit's:

(a) Platform;

(b) software;

(d) firmware;

(e) documentation;

(f) trademarks;

(g) branding; or

(h) other intellectual property.

17.3 Intellectual property rights in the Platform, software, applications, documentation and related technology remain owned by Konexit or its licensors.

17.4 Konexit grants the Customer a non-exclusive, non-transferable right to use the Platform while the applicable Services remain active.

17.5 The Customer may use reports generated from its Customer Data for its normal internal business purposes.

17.6 The Customer must not resell, sublicense or commercially exploit the Platform without Konexit's written permission.

18. CUSTOMER DATA

18.1 As between the Customer and Konexit, the Customer retains its rights in Customer Data.

18.2 The Customer authorises Konexit to process Customer Data as reasonably necessary to:

(a) provide the Services;

(b) operate and maintain the Platform;

(d) comply with the Customer's lawful instructions;

(e) maintain security;

(f) comply with applicable law; and

(g) produce anonymised or aggregated information that no longer identifies the Customer or an individual.

18.3 Following termination, access to historical Customer Data may cease.

18.4 The Customer should export information it reasonably requires before termination where export functionality is available.

18.5 Konexit may delete Customer Data following termination in accordance with applicable retention policies, data-processing obligations and law.

19. SIMS AND CONNECTIVITY

19.1 SIMs supplied by Konexit are intended solely for use with the associated Hardware and Services unless otherwise agreed.

19.2 SIMs may remain the property of Konexit or the applicable telecommunications provider.

19.3 The Customer must not remove, transfer, alter or misuse a SIM unless authorised by Konexit.

19.4 Konexit may deactivate a SIM when:

(a) the associated Service terminates;

(b) the Service is validly suspended;

(d) deactivation is required by a telecommunications provider.

19.5 Mobile connectivity depends upon third-party telecommunications networks and coverage cannot be guaranteed.

19.6 Where abnormal or unauthorised usage generates additional third-party Charges, Konexit may recover reasonable additional costs after providing an explanation to the Customer.

20. SUSPENSION OF SERVICES

20.1 Konexit may suspend all or part of the Services where reasonably necessary because:

(a) Charges are materially overdue;

(b) the Customer has materially breached the Contract;

(d) continued use may damage Konexit's systems or third-party networks;

(e) Konexit reasonably suspects unlawful or fraudulent use;

(f) a telecommunications or technology supplier requires suspension; or

(g) suspension is required by law or a competent authority.

20.2 Where reasonably practicable, Konexit will give the Customer advance notice and a reasonable opportunity to resolve the issue.

20.3 Immediate suspension may occur where urgent action is reasonably required for security, fraud prevention, network protection or legal compliance.

20.4 Konexit will restore the Services within a reasonable period once the reason for suspension has been resolved.

21. TERMINATION BY KONEXIT

21.1 Konexit may terminate a Contract immediately by written notice where the Customer:

(a) commits a material breach which cannot reasonably be remedied;

(b) commits a material breach capable of remedy and fails to remedy it within a reasonable period following written notice;

(d) uses the Services unlawfully or fraudulently;

(e) becomes insolvent, enters liquidation or administration, ceases trading or becomes subject to an equivalent insolvency process, other than for a solvent restructuring; or

(f) creates a material and continuing security risk.

21.2 Konexit may terminate a PAYG Service for convenience by giving the Customer at least 60 days' written notice.

21.3 Where Konexit terminates a PAYG Service for convenience, prepaid Charges relating solely to a period after the effective termination date will be credited or refunded on a pro-rata basis.

22. EFFECT OF TERMINATION

22.1 When a Service terminates:

(a) the Customer's right to access that Service ends;

(b) associated SIM connectivity may be disabled;

(d) purchased Hardware remains the Customer's property where fully paid for;

(e) rental or loan Hardware must be returned where applicable; and

(f) Customer Data may subsequently be deleted in accordance with these Terms and Schedule 1.

22.2 Termination does not affect rights, obligations or liabilities which arose before termination.

22.3 Provisions intended by their nature to survive termination will remain effective, including provisions relating to:

(a) payment;

(b) confidentiality;

(d) data protection; and

(e) liability.

23. CONFIDENTIALITY

23.1 Each party must keep confidential any confidential commercial, financial, technical or operational information received from the other party.

23.2 Confidential information may only be used for:

(a) performing the Contract;

(b) receiving the Services; or

23.3 Confidential information may be disclosed:

(a) to employees, advisers, subcontractors and suppliers who reasonably need access and are subject to appropriate confidentiality obligations;

(b) where required by law, court order or competent authority; or

23.4 This clause does not apply to information that:

(a) is lawfully public;

(b) was already lawfully known without confidentiality restrictions;

(d) is lawfully received from a third party without confidentiality restriction.

24. SUBCONTRACTORS AND THIRD-PARTY SUPPLIERS

24.1 Konexit may use suitably selected subcontractors and third-party suppliers in providing the Services.

24.2 These may include providers of:

(a) telecommunications;

(b) cloud hosting;

(d) software;

(e) Hardware;

(f) installation services; and

(g) technical support.

24.3 Konexit remains responsible for its contractual obligations to the extent required by applicable law.

24.4 Where a subcontractor processes Personal Data on behalf of the Customer, Schedule 1 applies.

25. FORCE MAJEURE

25.1 Neither party will be liable for delay or failure to perform its obligations where caused by events beyond its reasonable control.

25.2 Such events may include:

(a) natural disasters;

(b) fire;

(d) war or terrorism;

(e) civil unrest;

(f) widespread telecommunications failure;

(g) internet failure;

(h) satellite system failure;

(i) significant power failure;

(j) government action;

(k) epidemics or pandemics;

(l) supply-chain disruption outside the affected party's reasonable control; or

(m) a serious cyber incident not caused by a failure to take reasonable security precautions.

25.3 The affected party must take reasonable steps to minimise the impact of the event.

26. CHANGES TO THESE TERMS

26.1 Konexit may update these Terms from time to time.

26.2 Material changes affecting existing PAYG Customers will be notified within a reasonable period before taking effect.

26.3 Where a material change substantially disadvantages an existing PAYG Customer, the Customer may give notice to cancel the affected Service.

26.4 Updated Terms will not retrospectively alter:

(a) the purchase price of Hardware already purchased;

(b) an agreed Initial Term; or

unless expressly agreed or permitted by that Sales Order.

26.5 Changes required urgently because of law, regulation, security or third-party network requirements may take effect sooner where reasonably necessary.

27. NOTICES AND CANCELLATION REQUESTS

27.1 Notices under the Contract may be given by email, post or another written method agreed between the parties.

27.2 A PAYG cancellation request must clearly identify:

(a) the Customer;

(b) the relevant Account, vehicle or Device where reasonably necessary; and

27.3 The cancellation notice period begins when Konexit receives a sufficiently clear written cancellation request.

27.4 Konexit may acknowledge a cancellation request and confirm the expected termination date.

27.5 Routine service communications, invoices and account notices may be sent electronically.

27.6 The Customer is responsible for keeping its contact details current.

28. ASSIGNMENT

28.1 The Customer may not assign or transfer the Contract without Konexit's prior written consent, such consent not to be unreasonably withheld.

28.2 Konexit may assign or transfer the Contract as part of:

(a) a corporate reorganisation;

(b) sale of the relevant business;

(d) transfer of the relevant business operations,

provided that this does not materially reduce the Customer's contractual rights.

29. THIRD-PARTY RIGHTS

29.1 Except where expressly stated otherwise, a person who is not a party to the Contract has no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

30. ENTIRE AGREEMENT

30.1 The Contract constitutes the entire agreement between the parties concerning its subject matter.

30.2 Each party acknowledges that it has not relied upon any statement, representation or assurance that is not contained in the Contract.

30.3 Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

31. SEVERABILITY

31.1 If a provision of the Contract is found to be unlawful, invalid or unenforceable, it will be treated as modified to the minimum extent necessary to make it valid and enforceable.

31.2 If modification is not possible, the affected provision will be treated as deleted.

31.3 The remaining provisions will remain in force.

32. WAIVER

32.1 A delay or failure by either party to exercise a right does not waive that right.

32.2 A waiver on one occasion does not constitute a waiver on another occasion.

33. RELATIONSHIP BETWEEN THE PARTIES

33.1 Nothing in the Contract creates a:

(a) partnership;

(b) joint venture;

(d) general agency relationship,

between the parties.

33.2 Neither party has authority to bind the other except where expressly agreed.

34. GOVERNING LAW AND JURISDICTION

34.1 The Contract and any dispute or claim arising from it will be governed by the laws of England and Wales.

34.2 The courts of England and Wales will have exclusive jurisdiction in relation to disputes arising out of or connected with the Contract.

35. CONTACT DETAILS

Konexit Fleet Ltd
Company Registration No. 15687403
Dol y Felin
Penegoes
SY20 8UN
United Kingdom

Customers should use the contact details displayed on their quotation, invoice, Sales Order or the Konexit website for support, billing and cancellation requests.

SCHEDULE 1

DATA PROCESSING TERMS

This Schedule applies where Konexit processes Personal Data on behalf of the Customer in connection with the Services.

1. ROLES

1.1 Where Konexit processes Personal Data solely on behalf of the Customer:

Customer: Controller
Konexit Fleet Ltd: Processor

1.2 "Controller", "Processor", "Personal Data", "Personal Data Breach", "Processing", "Data Subject" and similar terms have the meanings given to them under applicable UK data protection law.

2. SUBJECT MATTER AND DURATION

2.1 Konexit processes Personal Data for the purpose of providing vehicle tracking, telematics, connectivity, software, Platform, reporting, technical support and related Services.

2.2 Processing will continue while the relevant Services are supplied and for any limited period afterwards reasonably required for:

(a) deletion;

(b) backups;

(d) agreed retention.

3. NATURE AND PURPOSE OF PROCESSING

Processing may include:

(a) collecting vehicle and location information;

(b) collecting telematics information;

(d) storing information;

(e) organising and displaying information;

(f) generating reports;

(g) generating alerts;

(h) analysing journey and vehicle information;

(i) providing technical support;

(j) maintaining and securing the Platform;

(k) retrieving information at the Customer's instruction; and

(l) deleting or returning information following termination.

4. TYPES OF PERSONAL DATA

Depending on the Services used, Personal Data may include:

(a) names;

(b) business contact details;

(d) usernames;

(e) vehicle registration numbers;

(f) vehicle locations;

(g) journey information;

(h) route information;

(i) dates and times;

(j) mileage information;

(k) speed and driving events;

(l) driver identification information;

(m) device identifiers;

(n) technical and system logs; and

(o) other information submitted by the Customer through the Services.

5. CATEGORIES OF DATA SUBJECT

Data Subjects may include:

(a) Customer employees;

(b) drivers;

(d) agency workers;

(e) authorised users; and

(f) other identifiable individuals whose information is processed through the Services.

6. DOCUMENTED INSTRUCTIONS

6.1 Konexit will process Personal Data only:

(a) on documented instructions from the Customer;

(b) as reasonably necessary to provide the Services; or

6.2 The Contract, the Customer's configuration of the Platform, written support requests and other recorded Customer communications may constitute documented instructions.

6.3 Where Konexit is required by law to process Personal Data otherwise than on the Customer's instructions, Konexit will inform the Customer before processing unless prohibited from doing so by law.

6.4 Konexit will inform the Customer if, in Konexit's reasonable opinion, an instruction infringes applicable data protection law.

7. CONFIDENTIALITY

7.1 Konexit will ensure that personnel authorised to process Personal Data:

(a) are subject to an appropriate duty of confidentiality; and

(b) access Personal Data only to the extent reasonably necessary for their duties.

8. SECURITY

8.1 Konexit will implement appropriate technical and organisational measures designed to protect Personal Data from:

(a) accidental destruction;

(b) unlawful destruction;

(d) alteration;

(e) unauthorised disclosure; or

(f) unauthorised access.

8.2 Security measures will take account of:

(a) available technology;

(b) implementation costs;

(d) the purposes of Processing; and

(e) risks to individuals.

8.3 Appropriate measures may include:

(a) access controls;

(b) authentication;

(d) monitoring;

(e) backup and recovery;

(f) vulnerability management;

(g) staff controls; and

(h) incident-response procedures.

9. SUB-PROCESSORS

9.1 The Customer gives Konexit general written authorisation to appoint suitable sub-processors where reasonably required to provide the Services.

9.2 Sub-processors may include providers of:

(a) cloud hosting;

(b) telecommunications;

(d) mapping;

(e) technical support;

(f) communication services; and

(g) other technology services.

9.3 Konexit will impose data-protection obligations on its sub-processors as required by applicable law.

9.4 Those obligations will provide an appropriate level of protection for the Personal Data.

9.5 Konexit remains responsible to the Customer for its sub-processors' compliance with applicable processor obligations to the extent required by law.

9.6 Konexit will, where required by law:

(a) make information about material sub-processors available to the Customer;

(b) notify the Customer of intended material additions or replacements; and

10. INTERNATIONAL TRANSFERS

10.1 Konexit will not knowingly make a restricted transfer of Customer Personal Data outside the United Kingdom unless:

(a) instructed by the Customer; or

(b) an appropriate lawful transfer mechanism or legal basis applies.

10.2 Where required, Konexit will implement appropriate safeguards for international transfers.

11. DATA-SUBJECT RIGHTS

11.1 Taking account of the nature of the Processing, Konexit will provide reasonable assistance to the Customer to enable it to respond to requests made by Data Subjects exercising their legal rights.

11.2 Where Konexit directly receives a request relating to Personal Data for which the Customer is Controller, Konexit will, where appropriate:

(a) direct the individual to the Customer; or

(b) notify the Customer,

unless prohibited by law.

12. ASSISTANCE TO THE CUSTOMER

12.1 Taking account of the nature of the Processing and information reasonably available to it, Konexit will provide reasonable assistance to the Customer regarding:

(a) security obligations;

(b) Personal Data Breach notifications;

(d) data protection impact assessments; and

(e) consultations with the Information Commissioner's Office or other competent supervisory authority,

where applicable.

13. PERSONAL DATA BREACHES

13.1 Konexit will notify the Customer without undue delay after becoming aware of a Personal Data Breach affecting Personal Data processed by Konexit on behalf of the Customer.

13.2 Konexit will provide information reasonably available to it to help the Customer meet its applicable breach-reporting obligations.

13.3 Notification of a Personal Data Breach does not constitute an admission of fault or liability.

14. RETURN AND DELETION

14.1 Following termination of the relevant Services, Konexit will, at the Customer's choice and where reasonably practicable:

(a) return relevant Personal Data; or

(b) delete relevant Personal Data,

unless applicable law requires continued storage.

14.2 Personal Data contained within system backups may remain until deleted or overwritten in accordance with Konexit's normal backup and retention processes.

14.3 Personal Data retained after termination will remain protected in accordance with this Schedule.

15. AUDITS AND COMPLIANCE INFORMATION

15.1 Konexit will make available information reasonably necessary to demonstrate compliance with its applicable Processor obligations.

15.2 Where reasonably required, Konexit will allow and contribute to proportionate audits or inspections relating to Personal Data processed on behalf of the Customer.

15.3 Unless urgent regulatory circumstances or a significant security incident reasonably require otherwise:

(a) the Customer must provide reasonable advance notice;

(b) audits should normally occur during ordinary business hours;

(d) persons carrying out audits must protect confidential information; and

(e) the Customer will bear its own audit costs.

15.4 Konexit may meet a reasonable audit request by providing suitable:

(a) independent audit reports;

(b) security reports;

(d) equivalent compliance information,

where these adequately address the Customer's reasonable requirements.

16. CUSTOMER RESPONSIBILITIES AS CONTROLLER

16.1 The Customer confirms that:

(a) its instructions to Konexit comply with applicable data protection law;

(b) it has an appropriate lawful basis for the Processing;

(d) it will not instruct Konexit to process Personal Data unlawfully; and

(e) its use of vehicle tracking and telematics is appropriate and proportionate.

16.2 The Customer remains responsible for determining the purposes and means of its Processing and for complying with its own obligations as Controller.

END OF TERMS AND CONDITIONS