Terms & Conditions

    

General Terms & Service Agreement

Content of Standard Contractual Clauses:      

  1. Definitions
  2. Application and Scope
  3. Prices, Payment and Default
  4. Term and Termination
  5. Delivery and Returns
  6. Warranty
  7. SJD Systems Limited Platforms
  8. Service
  9. Data
  10. Data Transmission and SIM-cards
  11. Fair Use Policy
  12. Data Protection
  13. Third Party Licences
  14. Force Majeure
  15. Intellectual Property
  16. Liability
  17. Confidentiality
  18. Miscellaneous
  19. Disputes and Governing Law                                                                 
    Additional Terms and Conditions relating to Vehicle Immobilisation 
  20. Interpretation
  21. Basis of Contract
  22. Immobilisation Solution
  23. General Warranties
  24. Liability
  25. General

1. Definitions:
Some definitions of this document have been clarified below. If a clause refers to a certain definition as such, the definition is used with a capital:
1.1. Anonymised Data:
Data anonymisation is the process of either encrypting or removing personally identifiable information from data sets, so that the people whom the data describe remain anonymous in order to protect their privacy.
1.2. Client:
The customer as stated in the order form / email / contract / phone / this portal.
1.3. Confidential Information:
All information and documentation that is considered confidential or proprietary at the time of disclosure to the extent a party treats such information as confidential or proprietary such as but not limited to: information regarding Clients, distributors, retailers, partners or users; financial information; pricing information; product specifications and designs; and development and manufacturing processes.
1.4. Contract:
The signed Order Form together with the General Terms & Service Agreement (this document) and our privacy policy.
1.5. Dashcam / MDVR:
The device MDVR (Mobile Video Digital Recorder) is also referred to as a Dashcam which contains a SIM-card in order to send live video footage to mdvr.live-tracking.co.uk and live-tracking.co.uk and the footage recorded to the SD-Card or Hard Drive can be downloaded to the users PC for playback.
1.6. Data Protection Laws: 
The (i) UK GDPR (General Data Protection Regulation); and (ii) the DPA (Data Protection Act) 2018; and then (iii) any successor legislation applied to the GDPR.
1.7. Device / Unit:
The device also referred to as “black box” or “control unit” which contains a SIM-card in order to send Object Data to the Tacho Web and/or Live Tracking Platform.
1.8. Fleet:
The vehicles, machines, equipment, persons and all other assets that can be tracked through the Live Tracking Platform.
1.9. Force Majeure:
Any cause beyond the reasonable control of the Party affected, which affects the performance of the contract, including but not limited to prolonged disruption of transport, telecommunication or electric current, Mobile Communication Services, any delayed or incomplete deliveries caused by S J D Systems Limited's suppliers, failure to obtain all Products and/or (third party) services required for the proper fulfilment of the Contract by S J D Systems Limited caused by any other circumstances that cannot in fairness be attributed to S J D Systems Limited such as but not limited to casualty, fire, explosion, flood, earthquake or other natural disasters, governmental restrictions or regulations, any acts of war, terrorism or apparent acts of terrorism, civil disturbances or riots, strikes, curtailment, suspension or restriction on transportation facilities and means of transportation or any other emergency.
1.10. GDPR:
General Data Protection Regulation.
1.11. General Terms & Service Agreement:
This document.
1.12. Hardware:
The Device(s), if applicable, together with any additional items like, but not limited to ID-readers, buttons, CAN-interfaces and sensors.
1.13. Intellectual Property Rights:
All inventions, patents, registered designs, design rights, data base rights, copyrights, expertise, trademarks, trade secrets and other intellectual property rights relating thereto in any and all countries.
1.14. Live Tracking Platform:
The web application that displays collected information from the black box delivered via Mobile Communication Services to live tracking servers which is displayed on web and mobile applications via https://live-tracking.co.uk and through the live tracking manager app on IOS and Google Play Store.
1.15. Live View Service:                                                                                                                                                                                                       
The service which connects to a vehicle's dash cam or MDVR to display live video footage and downloading of recorded footage from dash cam and MDVR'S via the Live Tracking Platform and mobile applications.
1.16. Mobile Communication Services:
The mobile electronic communication services used for transmitting the objects data via GPRS/2G/3G/4G/LTE networks and their providers.
1.17. Object Data:
The collection of Data transmitted by the Device/black box such as, but not limited to: GPS location, speed, direction, route, driver, time spent, activity, tachograph related data, (encrypted) tachograph files, fuel data, DTC info and sensor information.
1.18. Order:
An order placed by the Client regarding the type and amount of Hardware and subscriptions to S J D Systems Limited Platforms, formalised with an order form.
1.19. Order Form:
The individual order form which states that S J D Systems Limited supplies and the Client purchases or leases the S J D Systems Limited's products and/or services.
1.20. Party (or Parties):
S J D Systems Limited and the Client, stated as Parties when mentioned together.
1.21. Pricing Document:
As stated on any website or catalogue belonging to S J D Systems Limited, the pricing document for Distributors and Re-sellers and any agreements on pricing made via email.
1.22. Statute:
A rule or law which has been made by a government or other organization and formally written down.
1.23. Tacho Web:
The web application that can create schedules to download vehicle and driver .ddd files from a tachograph. The .ddd files are then stored ready to be downloaded via the website or pushed using API services to third party tachograph analysis software for processing.
1.24. Term:
The duration of the contract, agreed upon by signing the order form.

2. Applicability and Scope:
2.1. This General Terms & Service Agreement, including the order form, shall apply to all present and future business relations even if they are not explicitly agreed on again. This Agreement is also expressly incorporated into the Contract and all subsequent agreements entered into between S J D Systems Limited and the Client together with the S J D Systems Limited's services except when stated otherwise in writing. The application of any terms and conditions other than this General Terms & Service Agreement is expressly forbidden.
2.2. Each offer or quotation made by or on behalf of S J D Systems Limited is made without obligation and does not bind the S J D Systems Limited except stated otherwise in writing.
2.3. If any provision of the General Terms & Service Agreement or Contract shall be unlawful, void, or unenforceable, then that provision shall be deemed limited to the extent required to make it enforceable, or, if necessary, severed from the General Terms & Service Agreement. Such a provision shall not affect the validity and enforceability of the remaining provisions of the General Terms & Service Agreement.
2.4. S J D Systems Limited reserves the right to make reasonable changes and to correct any misspelling or other such minor errors to the terms General Terms & Service Agreement and Privacy Policy at any time during the Term, which amendments shall enter into force on the date that the Client is notified thereof.

3. Prices, Payment & Default:

3.1. All prices stated and quoted by S J D Systems Limited on the Pricing document, website or catalogue are in British Pound Sterling (GBP) excluding VAT, or any other taxes and/or costs, unless otherwise stated. S J D Systems Limited reserves the rights to change the price of any Hardware at any time due to the fluctuation of the price that S J D Systems Limited is charged for Hardware from their suppliers. All price changes will be reflected on the Pricing document, website or catalogue which will come into immediate effect.             
3.2. S J D Systems Limited reserves the rights to adjust the services rates once per calendar year and will notify the Client at least one (1) month in advance. 
3.3. The payment of any initial fees is stated and as such agreed on by signing the Order Form.                         
3.4.  In order for S J D Systems Limited to set up / maintain / re-configure / diagnose devices SMS commands are required and may be sent at any point without the Reseller's or Client's permission. SMS commands may be chargeable each way (sent / received) at the current rate of 10p each way, however, this charge is subject to change and will be stated upon the Pricing document.                   
3.5. Unless stated otherwise in the Order Form, all invoices must be paid within 30 days of the date of issue of the invoice.     
3.6. Unless agreed otherwise by written consent of both Parties any monthly (recurring) fees for S J D Systems Limited's Products and Services are to be collected via a standing order bank transfer or BACs payments.       
3.7. S J D Systems Limited shall remain the legal owner of the Hardware until the Client has paid all amounts outstanding to S J D Systems Limited, including but not limited to the price of the Hardware and Services and all other amounts due to S J D Systems Limited. All amounts concerning the Hardware are stated in the Order Form.                       
3.8. In the case of leasing the Hardware, S J D Systems Limited shall remain the legal owner of the Hardware at all times. S J D Systems Limited reserves the right to deinstall and remove the Hardware from the Clients or third party’s possessions holding the Hardware on behalf of the Client and/or at the Clients expense in this particular case if the Client is in default of any obligations under the Contract or General Terms & Service Agreement or when any suspicion occurs that the Client may be in default of any of its obligations. The Client shall render all assistance necessary relating to the removal of the Hardware and will be liable for any reasonable costs relating to the removal of the Hardware.       
3.9. In the case of any overdue payment fourteen (14) days after the payment first became due, S J D Systems Limited reserves the right to suspend the Clients access to, and use of, the S J D Systems Limited platforms until all amounts due (including all costs) are settled and the costs related to the suspension and reactivation shall be carried by the Client. Once all the amounts due have been settled, as well as any costs relating to the suspension, reactivation of the relevant accounts will be carried out within twelve (12) hours.             
3.10. In case of any overdue payments thirty (30) days after the payment first became due, the Client shall be considered in violation of the Contract and without any notice all of S J D Systems Limited claims against the Client shall become immediately due and payable. The Client shall be obliged to pay all costs, including judicial and extra-judicial costs, incurred by S J D Systems Limited relating to the recovery and collection of any overdue payment.             
3.11.  S J D Systems Limited reserves the right to deliberately impose credit limits on the Client’s account and/or require the Client to provide a security deposit. If the Client does not respect the determined credit limit or is in default to provide the required security deposit, S J D Systems Limited reserves the right to terminate the Contract with immediate effect and to recover any funds necessary to cover unpaid invoices as well as to cover any costs, including judicial and extra-judicial costs, incurred by S J D Systems Limited relating to the recovery and collection of any payments due. Included in the costs to be recovered by S J D Systems Limited will be any costs relating to any failure of the Client to return any leased Hardware to S J D Systems Limited.   

4.Term & Termination:
4.1. The Term for the subscription to the S J D Systems Limited Products and Services is stated in the Order Form or Contract. After expiration of this initial Term the Contract shall automatically renew for the period of one (1) month, unless express written notice is received by either Party.
4.2. Either Party may, upon giving written notice, terminate the Contract with immediate effect, if the other Party is in breach of any of the material terms of the General Terms & Service Agreement, and does not cure such breach within 30 days upon receipt of notice of such breach and requiring it to be remedied.
4.3. S J D Systems Limited reserves the right to terminate the Contract with immediate effect if the Client does not pay any amount due within 30 days of when it first becomes due.
4.4. S J D Systems Limited shall terminate the Contract upon receipt of the Client’s actual or intended petition for insolvency, S J D Systems Limited can terminate the Contract forthwith if the Client passes the resolution for winding up or if a Court makes an order that the Client shall be wound up (in either case other than the purpose of reconstruction) goes into liquidation, either voluntary or compulsory. 
4.5. After termination of the Contact all clauses which are either expressly or by implication intended to survive termination shall continue to apply.
4.6. After termination of the Contract and the legal notice period of one (1) month the access to S J D Systems Limited Platforms and all Services will be suspended.

5. Delivery & Returns:                         
5.1. Delivery of the Hardware shall take place as stated in the Order Form. Delivery is based on Direct Express Logistics and standard carriage fees are paid unless agreed otherwise. When sending products with standard carriage fees the insurance cover for a parcel up to 5 kilos in weight is only £50. The Client may request extra insurance to cover for the total value of the Hardware order on the order form. The current cost of insurance is £4 to cover up to £1000 and an additional £3 for every extra £1000 of cover required. Packages can be covered up to £15,000 of value. S J D Systems Limited shall be responsible for making a claim on any insurance taken out on the delivery, if required to do so.
5.1.1. If adequate insurance cover is not requested, S J D Systems Limited shall not be responsible for covering the uninsured value of the products ordered that may be lost or damaged during shipment. 
5.2. Unless stated otherwise in the Contract the Client is responsible for all shipping and handling charges as well as for any taxes.
5.3. S J D Systems Limited will attempt to deliver the Hardware timely and shall not be held responsible for any delay caused by postal services or other third parties.
5.4. The Client must return any unwanted Hardware within 14 calendar days from the date it was received. To be eligible for a return, the item(s) must be unused, in the original packaging and in the same condition as it was received. Each item to be returned must have proof of purchase. The Client is responsible for the cost of returning the item(s) which must include insurance cost to cover the original value of the returned item(s). The shipping costs are non-refundable.                     
5.5. If the Client refuses to take possession or neglects the reception of the Products it ordered, the Client nevertheless remains obliged to fulfil its payment obligations in full unless the Products are returned to S J D Systems Limited unused, in the original packaging and in the same condition as when they were sent out to the Client by S J D Systems Limited. The shipping costs are non-refundable.                   
5.6. S J D Systems Limited shall notify the Client upon receipt of the returned Hardware and, after inspection, shall notify the Client of the status of the refund requested. If the return of the Hardware is approved and the item has been fully paid for by the Client then S J D Systems Limited shall initiate a refund for the initial cost of the Hardware only to the original method of payment.      
5.7. In the particular case that the Client leases the Hardware, the Client is obliged to return the Hardware within 30 days upon termination of the Contract. If the Hardware is not returned within these 30 days or, upon receipt S J D Systems Limited judges that the Hardware is not in good condition, with the exception of ordinary wear and tear, the Client shall be obliged to cover the initial price of the Hardware by paying the amount to S J D Systems Limited.
5.8. The Client is responsible for any loss or damage caused during the return shipment and the Client shall be obliged to cover the initial price of the Hardware by paying the amount to S J D Systems Limited.

6.Warranty:     
6.1. S J D Systems Limited warrants that the delivered Hardware, when purchased, will function as agreed upon in the Contract for a minimum period of 12 months or when leased during the full Term of the lease of the Hardware, as agreed upon in the Contract, considering the Client installs the Hardware as advised and uses the Hardware as described and for the initial purpose.                   
6.2. S J D Systems Limited shall not be responsible for a device which causes a vehicle or asset malfunction / dashboard warnings due to a device defect, incorrect configuration or installation.           
6.3. Warranty does not apply to normal wear and tear and does not cover any accidents, misuse, abuse, neglect, abnormal storage, damage and tampering with the Hardware.                 
6.4. The Client shall inspect the products upon delivery. In this respect the Client shall verify the amount and the condition of Products delivered. If the Client discovers any defect, it is obliged to notify S J D Systems Limited immediately by sending an email or creating a support ticket on the S J D Systems Limited portal with a clear description of the problem. If, at any point in the process, the Client cannot make use of the S J D Systems Limited Products and/or Services due to the defect, the Client shall follow the procedures as follows:                                                 
6.4.1 The faulty or defected Hardware must be returned to S J D Systems Limited for inspection within 14 days of notification and, upon receipt, S J D Systems Limited will diagnose the Hardware to determine whether the Client qualifies for a free replacement;                                                     
6.4.2 The Client is responsible for the expenses and risks of returning the Hardware to S J D Systems Limited for inspection;                                         
6.4.3 If the returned Hardware is deemed to be defect free by S J D Systems Limited, the Hardware will be returned to the Client and the costs involved with the return will be charged to the Client;                 
6.4.4 If the returned Hardware is deemed to be faulty it will be replaced under the terms of the warranty free of charge, including the cost of delivery of the replacement.                                   
6.5. If the Client self-installs the Hardware or outsources the installation of the Hardware to a third party, article 6.1 does not apply and any replacements are at the discretion of S J D Systems Limited.             
6.6. The Client is responsible for the costs of replacement of any lost or damaged and/or non-reusable Hardware.               

7. S J D Systems Limited Platforms:

7.1. Live Tracking:     
This service allows Clients to track in near real-time the location of their assets and in some cases the live telematics data of said assets. Playback historical journeys and produce reports of asset within 365 days of the current date.     
7.2. Vehicle and Asset Immobilisation Solution:       
The S J D Systems Limited Vehicle and Asset Immobilisation Solution is capable of disabling a vehicle or asset from starting. The Client must comply with the Terms and Conditions relating to this service in the additional terms in articles 20 - 25.
7.3. Tacho Web:             
Tacho Web is the remote tachograph download server which obtains vehicle data from the vehicle's digital tachograph and driver data from a digital tachograph driver's card. The data is then stored on our secure servers in ddd. format. The vehicle and driver's files can be manually downloaded or using the API services available the data can be pushed automatically to a Tachograph Analysing provider to be analysed.                         
7.4. S J D Systems Limited grants the Client a limited non-exclusive, non-transferable license to use S J D Systems Limited Live Tracking platform for tracking the Fleet, in order to obtain data and perform analysis on the Fleet during the Term and in accordance with the Contract.                       
7.5. Live View:     
Live View is the Web Application which connects to a vehicles dash cam or MDVR to display live video footage and downloading of recorded footage from dash cam and MDVR’s via Mobile Communication. The Live View Platform shall only be accessed by the Client unless the Client makes an authorised request to its supplier to check live footage, a downloaded video segment, or to perform a segment download. If the Client believes that unauthorised viewing of the footage has taken place the Client must inform S J D Systems Limited immediately so that an investigation can take place.                             
7.6. The Client may exclusively use the S J D Systems Limited Platforms in connection with the number of Devices stated in the initial Order Form and additional Devices must be ordered from S J D Systems Limited with a signed Order Form. The Client may also use the S J D Systems Limited Platforms in connection with the number of Devices that have been transferred through the S J D Systems Limited Transfer of Service Form.                             
7.7. The Client is responsible for having a properly functioning web browser and internet connection in order to access the S J D Systems Limited Platforms via PC/MAC/ Tablet web browser and for using up to date mobile handsets, tablets and applications.                                       
7.8. S J D Systems Limited cannot warrant that any Object Data and Mobile Communication Services will continue to support the functionality offered by the S J D Systems Limited Platform nor that the Client will be able to successfully use S J D Systems Limited's Platforms for the intended use, due to the fact that such use depends partly on circumstances beyond S J D Systems Limited's reasonable control, including those circumstances for which the client will be held responsible pursuant to clauses 7.6 and 7.7 of these General Terms & Service Agreement.                         
7.9. S J D Systems Limited reserves the right to change the appearance, usability and functionality of the S J D Systems Limited platform and the display of Object Data.

8. Service:
8.1. During the term of the contract the Client can consult S J D Systems Limited with questions about S J D Systems Limited's products and/or services. Clients may request additional features and integrations with third party providers. Integrations and upgrades may result in a charge to the Client and any charges will be set out along with timescales in full prior to said work being carried out.
8.2. Questions may be issued via email, live chat, website contact forms, platform CRM ticketing and by phone.
8.3. The support team is reachable on working days from Monday - Friday from 9:00h - 17:00h (GMT).
8.4. Items explicitly considered beyond the scope of the S J D Systems Limited support team, but not limited to.
8.4.1. structural work like managing the data and/or account, creating reports, analysing data or whatever else can be expected to be the responsibility of the Client.
8.4.2. system configurations and/or management.
8.4.3. on-site support.
8.4.4. feature development.
8.4.5. converting, importing and/or exporting data.
8.4.6. hardware support of the devices sold by S J D Systems Limited; file and / or data repair.
8.4.7. support for the use of third-party products and software such as operating systems, phones, tables, computers, web browsers.             
8.4.8. tachograph download schedules.                       
8.4.9. third Party integration setups.                 
8.5. S J D Systems Limited will always try to reduce downtime to 0 where possible. In the event of server upgrades and maintenance which may result in down time adequate notice will be provided to all customers by way of a scheduled maintenance box on the login screen with the time (from and to) and date that services may be affected. In the event of hardware failure, S J D Systems Limited will aim to have all services back on line within 6 hours wherever possible. 

9. Data:
9.1. The Client consents the collection, the compiling, the storage, the use and the processing of system usage information as well as aggregated and non-aggregated data in order to maintain and improve S J D Systems Limited products and/or services for the purpose of the detection of fraud and abuse, for technical diagnostics, to create usage reports and for the development of new products.
9.2. S J D Systems Limited shall anonymise any Personal Data (“Anonymised Data”) prior to using the data.
9.3. The Client hereby grants S J D Systems Limited a non-exclusive, worldwide, irrevocable right and license to collect, use, copy, store, transmit, modify, and create derivative works of data and system usage information and Anonymised Data to the extent necessary to develop, provide, distribute, display, and maintain current and future versions and evolutions of S J D Systems Limited platform and new S J D Systems Limited marketing communications and to make the same available, directly or indirectly to customers, distributors, resellers and end users, whether for their own use or for further distribution.
9.4. S J D Systems Limited shall not distribute or make the Anonymised Data available in standalone format other than as incorporated into current and future versions of S J D Systems Limited Platforms or new Products/Services to any third parties, other than S J D Systems Limited sub-contractors, without the express written consent of the Client.
9.5. S J D Systems Limited will not perform any de-anonymization activities on the anonymised Data.
9.6. S J D Systems Limited shall provide the Client with the necessary access data, such as account names, user names and passwords. The Client shall change the issued passwords immediately after having accessed S J D Systems Limited Platforms for the first time for security reasons. The Client is in the obligation to keep the access data confidential at all times.
9.7. The Client is fully responsible and liable for any use of the S J D Systems Limited Platforms. If any person other than the Client itself obtained access to S J D Systems Limited Platforms via the Client’s access data, even if the Client did not consent to or was unaware of such use the Client will be held responsible, unless such use takes place three (3) working days after S J D Systems Limited has received a written request from the Client to suspend the user’s access data on its behalf.
9.8. S J D Systems Limited guarantees that all ongoing recorded Fleet data and Client data will be automatically deleted after the retention period of 365 days, unless agreed otherwise.
9.9. S J D Systems Limited guarantees that all recorded fleet data and the Clients Data will be automatically deleted after a retention period of 30 days upon the contract termination unless agreed otherwise. To request this data after termination of the Contract period, S J D Systems Limited will charge fees. 

10. Data Transmission & SIM-cards:
10.1. S J D Systems Limited will, if stated, procure the Mobile Communication Services for the transmission of object data between the device(s) and S J D Systems Limited Platforms. S J D Systems Limited use third party leased lines in two locations to provide a Master / Replication setup. The Client acknowledges and agrees that S J D Systems Limited depends on the performance of the third parties providing these services and shall therefore not be held responsible for any availability of the Mobile Communication Services, nor for the speed at which the Object Data will be transmitted.
10.2. If, at any given time, network providers will state that any network coverage such as, but not limited to 2G, will be discontinued, S J D Systems Limited will inform the Client with the actions that need to be taken to continue the use of S J D Systems Limited products and/or services. If the Hardware needs to be upgraded due to this, extra fees may apply.
10.3. S J D Systems Limited will provide the Client with SIM-cards for each Device that the Client is authorised to use in connection with S J D Systems Limited Platforms, which the Client shall use exclusively in combination with the Device(s) in the purpose of transmitting Object Data between the Fleet and S J D Systems Limited Platforms.
10.4. S J D Systems Limited remains the legal owner of the provided SIM-cards at all times. Upon termination of the Contract the Client shall return at its own expense or destroy such SIM-cards.
10.5. The Client acknowledges and agrees that the SIM-card present in the Device shall exclusively be used for the transmission of Object Data, the Client will be held responsible and is liable in case of misuse, fraud or physical damage to the SIM-card.
10.6. The Client shall at all times indemnify, defend and hold S J D Systems Limited harmless from and against any losses, damages, fines, costs or expenses (including legal fees) arising from or in connection with claims from third parties. 

11. Fair Use Policy:
11.1. By accepting these General Terms & Service Agreement, the Client agrees to respect the Fair Use Policy. S J D Systems Limited’s fair use policy is designed to make sure that S J D Systems Limited Platforms are working in optimal condition for all of our Clients. The Client can be asked to diminish the use of the Platform and Services if it is suspected that the Client is making inappropriate or excessive use of S J D Systems Limited Platforms.
11.2. S J D Systems Limited’s Fair Use Policy applies to all Clients but will exclusively affect the Client if it makes inappropriate or excessive use of the S J D Systems Limited Platforms.

12. Data Protection:
12.1. This clause does not replace a Party's obligations to comply with the Data Protection Laws. The Client will ensure that it has all necessary notices in place and has secured the appropriate legal basis to enable lawful transfer of personal data to S J D Systems Limited for the duration and purposes of the Contract. References to "Data Processor", "Data Controller", “Data Sub-Processor” and "Personal Data" shall have the meanings as defined in the Data Protection Laws.
12.2. All instructions given by the Client to S J D Systems Limited shall be made in writing and shall at all times be in compliance with the GDPR and other applicable laws. S J D Systems Limited shall act exclusively on the written instructions from the Client when processing personal data provided to it under the Contract and keep records of all such processing.
12.3. S J D Systems Limited shall promptly comply with any written request from the Client requiring S J D Systems Limited to amend, transfer, delete, or otherwise dispose of the Personal Data.
12.4. S J D Systems Limited shall transfer all Personal Data to the Client on the Client’s request in the formats, at the times, and in compliance with the Client’s written instructions.
12.5. Both Parties shall comply at all times with the GDPR and other applicable laws and shall not perform their obligations under this Agreement or any other agreement or arrangement between themselves in such way as to cause either Party to breach any of its applicable obligations under the GDPR.
12.6. S J D Systems Limited shall make available to the Client any and all such information as is reasonably required and necessary to demonstrate compliance with this the GDPR and allow the Client and its authorised representatives to audit compliance by S J D Systems Limited or by its subcontractors with S J D Systems Limited’s obligations to the Client under the Contract in connection with its processing of Personal Data as a data processor.
12.7. S J D Systems Limited shall not process the Personal Data outside the United Kingdom without the Client’s prior written consent.  All Data stored by S J D Systems Limited is held in the UK.
12.8. S J D Systems Limited shall process the Personal Data only to the extent, and in such manner, as is necessary in order to comply with its obligations to the Client or as may be required by law (in which case, S J D Systems Limited shall inform the Client of the legal requirement in question before processing the Personal Data for that purpose unless prohibited from doing so by law).
12.9. S J D Systems Limited will at all times take all appropriate technical and organisational precautions to protect the Client against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data. A detailed description of the technical and organisational measures shall be available to the Client upon request of the client during the Term of the Contract.
12.10. S J D Systems Limited shall, at the Client’s cost, assist the Client in complying with its obligations under the GDPR and shall notify the Client without undue delay if it receives a subject access request from a data subject or any other complaint or request relating to the processing of the Personal Data.
12.11. S J D Systems Limited shall, at the Client’s cost, and without undue delay notify the Client if it receives any complaint or request, notice or communication that relates directly or indirectly to the processing of Personal Data under the Contract and will provide full co-operation and assistance in relation to any such complaint or request in order to comply with a subject right’s request.
12.12. S J D Systems Limited shall notify the Client immediately if it becomes aware of any form of Personal Data breach, including any unauthorised or unlawful processing, loss of, damage to, or destruction of any of the Personal Data, providing the Client with sufficient information to allow the Client to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
12.13. S J D Systems Limited will maintain an internal data breach register that contains a record of all breaches the data processor has experienced that have or may have serious adverse consequences for the protection of Personal Data.
12.14. S J D Systems Limited shall maintain the Personal Data in confidence, and in particular, unless the Client has given written consent for S J D Systems Limited to do so, shall not disclose any Personal Data supplied to S J D Systems Limited by, for, or on behalf of, the Client to any third party.  S J D Systems Limited shall not process or make any use of any Personal Data supplied to it by the Client otherwise than in connection with the provision of the Services to the Client.
12.15. Notwithstanding any obligations S J D Systems Limited has as a data processor, S J D Systems Limited will immediately notify the client upon any legal request from any governmental and/or judicial body, where this request relates to the Client’s Personal Data.
12.16. S J D Systems Limited ensures that only appropriately trained personnel who are to access and/or process Personal Data are contractually obliged to keep the Personal Data confidential.
12.17. Nothing in this clause shall prevent either Party from complying with any requirement to disclose Personal Data where such disclosure is required by law. In such cases, the Party required to disclose shall notify the other Party of the disclosure requirements prior to disclosure, unless such notification is prohibited by law.
12.18. S J D Systems Limited shall not subcontract its obligations to a new Sub-Processor without the prior written consent of the Client unless such Sub-Processor undertakes, by way of written agreement, substantively the same obligations as imposed on S J D Systems Limited in the Contract.
12.19. S J D Systems Limited shall ensure that its subcontractors acting as Sub-Processor during the term of the Contract shall comply fully with the same obligations as are imposed by this clause and under the latest applicable local Data Protection Laws, including their successors.
12.20. The Client shall have the right to obtain information from S J D Systems Limited, upon written request, on the substance of the Contract and the implementation of the data protection obligations within the subcontract relationship. S J D Systems Limited shall remain liable to the Client for the performance of the Sub-Processor's obligations under the Contract.
12.21. S J D Systems Limited will, at the written direction of the Client, delete (or otherwise dispose of) or return the Personal Data and copies thereof to the Client on termination of the Contract unless required by applicable law to store the personal data.
12.22. The Parties acknowledge that they have agreed that the Client will respond to enquiries from data subjects and supervisory authority concerning the processing of personal data.
12.23. If S J D Systems Limited has or should have any reason to doubt the qualification of any data set or individual piece of data or information as Personal Data or vice versa, it will take direction from the Client prior to making any decision on the processing of said data or information. This includes, but is not limited to, data that is derived from usage data or Client generated content.

13. Third Party Licenses:
13.1. S J D Systems Limited Products and/or Services can make use of software or elements of software from third parties such as but not limited to Microsoft Windows, Google Android, Apple iOS, and all main web browsers such as but not limited to Google Chrome, Mozilla Firefox and Microsoft Explorer/Edge. The use of this software or applications could be subject of other terms and conditions. These specific terms and conditions can be found on the website of their respected suppliers.
13.2. The Client acknowledges that it has no contractual relationship with any S J D Systems Limited’s service providers (including but not limited to network operators and hosting companies) and these are not the beneficiaries of these service providers.
13.3. Unless the Client has a separate agreement with one of S J D Systems Limited’s service providers, the service providers have no liability to the Client.

14. Force Majeure:             
14.1. If S J D Systems Limited is prevented from fulfilling any of its obligations to the Client under the Contract due to Force Majeure and, in the judgement of S J D Systems Limited, the Force Majeure will be of a temporary or transitory nature, then S J D Systems Limited is entitled to postpone the execution of the agreement until the circumstance, cause or event causing the force majeure situation no longer arises.               
14.2. If S J D Systems Limited, as a result of Force Majeure, is prevented from fulfilling any of its obligations to the Client and, in the judgement of S J D Systems Limited, the Force Majeure is of a permanent or long-lasting nature, then the parties can come to a settlement regarding the dissolution of the agreement in accordance with the rule of law and any consequences thereof.               
14.3. In the case that S J D Systems Limited has partly fulfilled its obligations under Force Majeure or is only partly able to fulfil its obligations, it shall be entitled to charge all activities carried out prior to the start of and during the Force Majeure to the Client.             

15. Intellectual Property:               
15.1. S J D Systems Limited shall remain at all times the exclusive owner of all Intellectual Property Rights vested in the S J D Systems Limited products and/or services. Any use or reproduction, in whole or in part, of Intellectual property is strictly prohibited. This includes any use or reproduction, in whole or in part, of S J D Systems Limited policies and Terms and Conditions, without prior permission in writing, which would be subject to a fee for its use.         
15.2. In the situation the Client at any time whether directly or indirectly contests S J D Systems Limited’s ownership of the Intellectual Property Rights or violates in any way S J D Systems Limited’s rights to the S J D Systems Limited products and/or services, or the value of the Intellectual Property Rights vested therein, S J D Systems Limited has the right to immediately terminate the Contract.           
15.3. The Client shall not cause or permit any third party to cause any damage or endanger the Intellectual Property Rights of S J D Systems Limited.   
15.4. The Client shall compensate S J D Systems Limited any loss suffered by S J D Systems Limited by reason of any use by the client of intellectual property rights of S J D Systems Limited other than stated in the Contract.             
15.5. The Client shall not in any way alter, or in any way tamper with the packaging, design, logos, trademarks or labelling of the products and services as supplied by S J D Systems Limited unless such alterations have first been approved by S J D Systems Limited in writing.                   
15.6. The Client shall not distribute, copy / clone or replicate any of the features of the S J D Systems Limited platforms provided.
15.7. The Client shall not distribute, copy / clone or replicate any of the Plug and Play telematic installation looms that are designed, produced and provided by S J D Systems Limited.       

             
16. Liability:                 
16.1. Nothing in this clause 16 and in the entire Contract shall be deemed to exclude or limit the liability of either Party in respect of loss or damage caused by wilful intent or gross negligence of a Party or its officers, employees, agents or contractors; or in respect of injuries to, damages to the health of, or death of any person, caused by a party or its officers, employees, agents or contractors, in respect of payment of any sums due under this Contract; or for any other liability which cannot be excluded by law.                 
16.2. S J D Systems Limited shall in no event be liable (whether in contract, tort, including negligence, or otherwise) for any indirect, incidental, consequential, general or exemplary damages, pure economic loss (whether direct or indirect), increased costs, fines or penalties, lost revenues, profits, goodwill or data, or damage to property, whether suffered by the Client or any other person, arising from or related to any act or omission of S J D Systems Limited.           
16.3. S J D Systems Limited will not be liable for any loss or damage suffered by the Client to the extent caused by any delay or failure by the Client to perform its obligations under this General Terms and Service Agreement nor for any accidental, negligent or wilful act of the Client, its agents or employees and defects in any Products and/or Services provided to the Client by a third party.                   
16.4. S J D Systems Limited’s liability whether in contract, tort (including in either case negligence), misrepresentation (other than fraudulent misrepresentation), breach of statutory duty or otherwise pursuant to the contract, shall be limited to the net price paid or to be paid by the Client for the S J D Systems Limited platforms or products in the 12-month period immediately prior to the date liability first arose. In all other cases S J D Systems Limited’s liability shall be excluded.         
16.5. The Live Tracking solution does not fall in the after-theft systems category and the Client agrees not to hold S J D Systems Limited liable for theft, loss or recovery of any vehicles and assets.           
16.6. The Client agrees to indemnify, defend and hold S J D Systems Limited harmless from and against any liability, loss, injury, demand, action, cost, expense or claim arising out of or in connection with any use or possession by Client of the data produced by the S J D Systems Limited Products and/or Services and/or the improper or unauthorised use of the Services.                     
16.7. S J D Systems Limited is not liable for the installation of the Hardware and any issues arising due to the installation if this installation is carried out by the Client, a S J D Systems Limited partner or other third party.           
16.8. All warranties, conditions or other terms implied by statute that are not expressed in the contract are, to the fullest extent permitted by law, excluded from the Contract.               
       
17. Confidentiality:             
17.1. All materials and information (verbal, electronic, written or any other form) disclosed or provided by S J D Systems Limited to the Client under this General Terms and Service Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this General Terms and Service Agreement or how it was provided to the Client.   
17.2. Confidential Information.                 
Confidential Information is any material, knowledge, information and data (verbal, electronic, written or any other form) concerning S J D Systems Limited that is not generally known to the public consisting of, but not limited to, inventions, discoveries, plans, concepts, designs, blueprints, drawings, models, devices, equipment, apparatus, products, prototypes, formulae, algorithms, techniques, research projects, computer programs, software, firmware, hardware, business, development and marketing plans, customers, suppliers, consultants and Partners, and any other concepts, ideas or information involving or related to S J D Systems Limited which, if misused or disclosed, could adversely affect the Company’s business.                 
17.3. Exclusions.                     
Confidential Information shall not include any information which:                   
a) was publicly known and made generally available in the public domain prior to the time of disclosure by S J D Systems Limited;               
b) becomes publicly known and made generally available after disclosure by S J D Systems Limited to the Client through no action or inaction of the Client;               
c) is already in the possession of the Client at the time of disclosure by S J D Systems Limited as shown by the Client’s files and records prior to the time of disclosure;             
d) is obtained by the Client from a third party without a breach of such third party’s obligations of confidentiality;             
e) is independently developed by the Client without use of or reference to S J D Systems Limited’s Confidential Information; or             
f) is required by law to be disclosed by the Client, provided that the Client shall give S J D Systems Limited written notice of such requirement prior to disclosing so that S J D Systems Limited may seek a protective order or other appropriate relief.                   
17.4. Term.                 
The obligations of the Client hereunder shall survive until such time as all Confidential Information of S J D Systems Limited disclosed hereunder becomes publicly known and made generally available through no action or inaction of the Client.                                                                                                                                                                                                                                                                                           
17.5. Breach of Agreement.                
17.5.1. Remedies.     
The Client understands that the use or disclosure of any Confidential Information may be cause for an action at law in an appropriate court in England or Wales.  S J D Systems Limited shall be entitled to an injunction prohibiting the use or disclosure of the Confidential Information.               
17.5.2. Indemnification.     
The Client understands and agrees that if the use or disclosure of Confidential Information by them or any affiliate, Partner or representative of the Partner causes damage, loss, cost or expense to S J D Systems Limited, the Client shall be held responsible and shall indemnify S J D Systems Limited.           
17.5.3. Notice of Unauthorized Use or Disclosure.       
The Client is bound by this Clause 17 to notify S J D Systems Limited in the event of a breach of agreement involving the dissemination of Confidential Information, either by the Client or a third party, and will do everything possible to help S J D Systems Limited regain possession of the Confidential Information.         
17.6. Miscellaneous.           
This Clause 17 contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. Any failure to enforce any provision of this Clause 17 shall not constitute a waiver thereof or of any other provision. This Clause 17 may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. This Clause 17 and all disputes and claims arising out of or in connection with this Agreement, shall be governed by, and construed in accordance with laws of England and Wales. Any disputes or differences arising under, relating to or connected with this Clause 17 shall be subject to the exclusive jurisdiction of the courts in England and Wales.         

18. Miscellaneous:           
18.1. Except as expressly otherwise provided for herein, no amendment to the Contract is valid or binding unless made in writing.           
18.2. A person who is not a party to this Agreement may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.           
18.3. Neither party may assign, sub-contract, transfer or dispose of any of its rights and obligations under the Contract, either in whole or in part, without the prior written consent of the other Party, provided that S J D Systems Limited may assign, sub-contract, transfer or dispose of any of its rights and obligations under the contract, either in whole or in part, to any of its Partners without the Client’s prior consent.               
18.4. All notices, consents, claims, waivers and other communications under this Contract must be in writing, in English and delivered by hand or sent by regular mail, registered mail, express courier or e-mail to the appropriate addresses set out in the Contract. A notice shall be effective upon proof of receipt or at the time of successful transmission (if delivered by e-mail).               
18.5. The Client and authorised users of the Fleet containing S J D Systems Limited Hardware remain at all times responsible for observing all relevant laws and regulations in addition to codes of safe driving and S J D Systems Limited shall not in any event be liable for any fine, penalty, or punishment imposed.                 
18.6. S J D Systems Limited shall not be responsible for the malfunctioning of products or service due to the condition of the Fleet the Hardware has been installed in. The Client is responsible for the optimal condition of the Fleet. This includes the batteries of the Fleet, since the S J D Systems Limited hardware is subject to leakage current which potentially can drain the battery(‘s) of the object. especially in longer periods of inactivity (>2 weeks), the risk on a drained battery is significant.     

19. Disputes and Governing Law:             
Each dispute arising under the contract shall be settled by the competent courts of England and Wales which will have exclusive jurisdiction in respect of any such disputes. The Contract is subject to the law of England and Wales.

Additional Terms and Conditions relating to Vehicle Immobilisation

20. Interpretation:             
For the purposes of this document the definitions contained in S J D Systems Limited standard Terms and Conditions which apply to the relationship with the customer shall have the same meaning in these additional terms and conditions relating to vehicle or asset immobilisation.     
         
21. Basis of Contract:               
By completing and signing the Agreement including the option of Vehicle Immobilisation, the customer agrees that these additional terms and conditions relating to Vehicle Immobilisation shall apply in full as though they were included within the General Terms and Conditions that apply to the Contract between S J D Systems Limited and the Customer.   
           
22. Immobilisation Solution:         
S J D Systems Limited offers vehicle and asset immobilisation which operate as follows:
22.1. Immobilisation via commands:         
Using the Live Tracking System to remotely send activation or deactivation signals to the tracking device. The Immobilisation Solution would be activated or deactivated the next time that the vehicle ignition is switched off.
22.2. Immobilisation via driver identification:       
The use of a driver identification confirmation mechanism within the vehicle to ensure that only drivers in possession of customer approved identification can deactivate the solution to enable the starter motor so that the engine of the vehicle can be started normally.
22.3. Immobilisation via scenario:
22.3.1. There are some circumstances when the vehicle starter motor can be disabled automatically based on events with command controls.
22.3.2. If the equipment were to malfunction when the vehicle in mobilised the solution would default such that the vehicle starter motor is not disabled and the engine of the vehicle would be capable of being started and the vehicle driven normally. 
22.4. Once the immobilisation solution has been activated the vehicle / asset starter motor is disabled and cannot be used to start the engine of the vehicle / asset.           
22.4.1. If the equipment were to malfunction the solution would default such that the vehicle starter motor is disabled and the engine of the vehicle would not be capable of being started and the vehicle would not be capable of being driven normally. It is therefore possible that the vehicle could be stranded until the equipment can be repaired.

23. General Warranties:
23.1. S J D Systems Limited is not responsible for immobilisation failure due to third party installations or its subcontractors.
23.2. All other warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
23.3. Any advice, instruction and/or recommendation relating to the Immobilisation solutions and/or their use whether written or oral given by S J D Systems Limited’s employees ("Advice") is given in good faith, but S J D Systems Limited only warrants that written advice is given with reasonable skill and care. Ultimately the decision as to whether and how to proceed with any Immobilisation solution will be the responsibility of the customer and no further duty or responsibility is accepted by S J D Systems Limited.
23.4. The Customer warrants that:
23.4.1. it is entering into the Contract in the normal course of its business;
23.4.2. it has full power and authority to enter into the contract and has any necessary consents, licences and authorisations to enable the customer and S J D Systems Limited to perform their respective obligations under the contract.
23.5. Given the inherent nature of the internet, S J D Systems Limited does not warrant that the immobilisation solution will be completely error-free, or will be performed totally without interruption

24. Liability:
Nothing in these conditions shall limit or exclude S J D Systems Limited liability for:
24.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
24.2. fraud or fraudulent misrepresentation;
24.3. any matter in respect of which it would be unlawful for S J D Systems Limited to exclude or restrict liability.
24.4. S J D Systems Limited shall under no circumstances whatever be liable to the customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the activation, deactivation, use or reliance on the Immobilisation Solution. Furthermore, the customer will indemnify S J D Systems Limited against any claim or loss resulting from the installation and use of the immobilisation solution in any way in the customer’s vehicle whether it is stationary or moving at the time of activation or deactivation of the immobilisation solution.
24.5. S J D Systems Limited’s total liability to the customer in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount (excluding VAT) payable by the customer for the monthly payments relating to a specific vehicle in which the immobilisation Solution is installed in the year in which the event occurred that gives rise to the claim.
24.6. There are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on S J D Systems Limited except as specifically stated in this Agreement. Any condition, warranty or other term concerning the Equipment which might otherwise be implied into or incorporated within this Agreement, whether by statute, common law or otherwise, is expressly excluded.

25. General:
25.1. The Immobilisation Solution Options offered by S J D Systems Limited are vehicle specific and S J D Systems Limited does not guarantee that any particular solution can be effectively implemented into a customer’s vehicle although S J D Systems Limited is prepared to provide advice in good faith to the customer about the options available for specific vehicle makes, models and types.
25.2. S J D Systems Limited reserve the right to charge additional fees for an immobilisation solution in addition to the standard fee.
25.3. The Customer is recommended to check the satisfactory operation of the immobilisation solution after first installation, on an ongoing regular basis and after any subsequent work of any type is carried out on the vehicle.
25.4.  The immobilisation solution options are not systems which fall under the category of After Theft Systems with Vehicle Immobilisation for Vehicle Recovery