Definitions

“Charges” means the fees payable by the Subscriber to the Supplier for The Platform.

“Commencement Date” means the date this Agreement takes effect as shown on page one of the EULA.

“Data Protection Laws” shall mean Directive 95/46/EC as transposed into domestic legislation of each Member State of the European Economic Area and in each case as amended, replaced or superseded from time to time, including without limitation by the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council (“GDPR”) and/or other applicable data protection or national/federal or state/provincial/emirate privacy legislation in force, including where applicable, statues, decisions, guidelines, guidance notes and codes of practice, codes of conduct and data protection certification mechanisms  issued from time to time by courts, any Supervisory Authority and other applicable authorities

“Data Controller” means the Subscriber as defined below

“Data Processor” means the Supplier as defined below

“Hardware” means Matrix MT-Nano battery mounted device used to facilitate the services delivered on the Platform

“Initial Term” means the period of months starting on the Commencement Date

“Personal Data” means any personal data (as defined by the Data Protection Laws) processed by the Data Processor on behalf of the Data Controller in connection with this Agreement

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, the Personal Data transmitted, stored or otherwise processed;

“Platform” means access to a secure web-based application to view, update or request telematics data granted by the Supplier under this Agreement to the Subscriber during the term of this Agreement.

“Subscriber” means a company or individual who is given access to The Platform by way of this agreement.

“Supplier” meansMatrix Telematics Limited, a UK company.

“Territory” meansUnited Kingdom and EU.

Provision of the Platform

In consideration of the payment of the Charges, the Supplier shall supply to the Subscriber for the duration of the Initial Term and beyond until notice to terminate is delivered and has expired:

• The Platform as ordered in accordance with this Agreement

• Hardware on a loan basis required to facilitate services associated with The Platform in accordance with this agreement

• hosting of the Platform

• SIM (Mobile Network Connection)

• Associated Software Licenses

• secure online web access to The Platform for the Subscriber

• such other additional services as may be agreed in writing between the parties from time to time.

The Supplier warrants to the Subscriber that:

• the Supplier will provide The Platform with all reasonable care and skill and with generally recognised commercial practices and standards in the industry for similar services;

• The Platform will be provided in accordance with all applicable legislation from time to time in force, and the Supplier will inform the Subscriber as soon as it becomes aware of any changes in that legislation.

Service availability

The Supplier shall use all reasonable endeavours to ensure that during the Initial Term and any extended period of the term;

• access to the Platform delivered by means of a secure internet connection is available 24 hours a day and 7 days a week, with a guaranteed service uptime level not falling below 99.00% uptime, when measured on a monthly aggregated basis.

Notwithstanding any other provisions of this Agreement, the Supplier shall have no liability in respect of any Subscriber’s inability to access or errors in the functioning of The Platform to the extent that it is attributable to operator error; provision of incomplete and/or incorrect information by the Subscriber; power failures; malicious interference; any downtime or outages from any subcontractor or other lack of coverage of the Communication Provider’s network used for the purpose of transmitting data from the vehicle devices to the Supplier.

The vehicle devices and the Platform rely on GPS (Global Positioning System) for location information. GPS is a system of satellites and receiving stations used to compute positions on the planet Earth. The vehicle devices contain components that allow it to calculate its position using GPS data within limits. These limits will vary according to a number of factors outside of the Suppliers’ reasonable control. The Supplier accepts no liability for the inaccuracy or quality or otherwise of GPS data.

Use of the Platform

the Subscriber shall:

• observe and comply with all relevant legislation and the reasonable directions of the Supplier, relating to the use of the Platform;

• not use the Platform for any improper, immoral, fraudulent or unlawful purposes or for the sending of any communication which is of an offensive, threatening, defamatory, abusive, indecent, obscene or menacing nature;

• not cause any nuisance to any third party by any use or misuse of the Platform;

• not act or fail to act in any way whether knowingly, recklessly, or negligently which may or will impair the operation of all or part of the Platform;

• not be involved in or knowingly, recklessly or negligently permit or negligently allow any other party to be involved in any fraudulent or other unauthorised use or attempted use of the Platform by corrupt or dishonest or illegal means at any time and shall notify the Supplier immediately upon becoming aware of or suspecting such activity;

Charges and payment

The Charges and payment terms for the Platform are set out in this agreement. In consideration of the Supplier’s provision of the Platform, and in accordance with the terms and conditions of this Agreement, the Subscriber shall pay the Charges for the Platform to the Supplier as defined in this agreement.

Interest shall be payable on any late payments of the Charges under this Agreement at 3% above the base rate of the Bank of England. Without prejudice to the foregoing, if the Subscriber fails to pay any undisputed sums due to Supplier pursuant to this clause 10 by the due date, Supplier shall be entitled to suspend provision of the Services and/or fulfilment of any orders placed by the Subscriber, save as to the grievance procedure for dealing with specific issues or failures.

Installation for your order can be paid for via this website and a scheduled installation date will be confirmed with the Matrix Telematics Customer Engagement team. Should you be unable to make your installation appointment, please advise Matrix Telematics via email or telephone (0161 441 1001). Any cancellations made inside 24 hours of your scheduled installation appointment will incur a £50.00+VAT per device cancellation charge.

Data protection

The Data Controller hereby appoints the Data Processor in relation to the Processing of Personal Data and the parties agree to act in accordance with their respective obligations under this Agreement.

The parties shall at all times comply with applicable Data Protection Laws.

The Data Controller instructs the Data Processor to Process the Personal Data as reasonably necessary for the provision of the Services and consistent with this Agreement.

The Data Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to the Personal Data, ensuring in each case that access is strictly limited to those individuals who need to access the relevant Personal Data, as strictly necessary for the provision of the Services in the context of that individual’s duties to the Data Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

The Data Processor shall notify the Data Controller without undue delay and in any case within twenty-four (24) hours, upon becoming aware of or reasonably suspecting a Personal Data Breach, with sufficient information which allows the Data Controller to meet any obligations to report a Personal Data Breach under the Data Protection Laws.  Such notification shall as a minimum

describe the nature of the Personal Data Breach, the categories and numbers of Data Subjects concerned, and the categories and numbers of Personal Data records concerned;

1. communicate the name and contact details of the Data Processor’s data protection officer or other relevant contact from whom more information may be obtained;

• describe the likely consequences of the Personal Data Breach; and

• describe the measures taken or proposed to be taken to address the Personal Data Breach

The Data Processor shall co-operate with the Data Controller and take such reasonable commercial steps as are directed by the Data Controller to assist in the investigation, mitigation and remediation of each Personal Data Breach.

In the event of a Personal Data Breach, the Data Processor shall not inform any third party without first obtaining the Data Controller’s prior written consent, unless notification is required by EU or Member State law to which the Data Processor is subject, in which case the Data Processor shall to the extent permitted by such law inform the Data Controller of that legal requirement, provide a copy of the proposed notification and consider any comments made by the Data Controller before notifying the Personal Data Breach.

The Data Processor shall provide reasonable assistance to the Data Controller with any data protection impact assessments which are required under Article 35 GDPR or equivalent provisions of any Data Protection Law and with any prior consultations to any supervisory authority of the Data Controller which are required under Article 36 GDPR or equivalent provisions of any Data Protection Law, in each case solely in relation to Processing of Personal Data by the Data Processor, and taking into account the nature of the Processing and information available to the Data Processor.

Subject to clause 5.10, on request by the Data Controller, the Data Processor shall make available all additional information necessary to demonstrate compliance with Clause 5 and allow for and contribute to audits, including inspections, by an auditor mandated by the Data Controller. No more than one such audit shall be conducted in any twelve (12) month period.

The Data Processor shall not be required to provide or permit access to information concerning (i) the Data Processor’s internal pricing information; (ii) information relating to other clients of the Data Processor; (iii) any Data Processor non-public external reports; (iv) any internal reports prepared by the Data Processor’s internal audit function; or (v) anything which infringes the GDPR or other EU or Member State data protection provisions.

The Data Processor shall immediately inform the Data Controller if, in its opinion, an instruction pursuant to clauses 5.9 and 5.10 infringes the GDPR or other EU or Member State data protection provisions.

The Data Processor shall not transfer or otherwise permit the transfer of the Personal Data to any location outside of the European Union, to a country in respect of which no decision of adequacy has been made by the European Commission, without the prior written consent of the Data Controller.

The Data Processor shall indemnify and hold harmless the Data Controller against all losses, fines and sanctions arising from any claim by a third party or Supervisory Authority arising from any breach of the terms of clause 5

Duration and termination

This Agreement shall come into effect on the Commencement Date and shall continue in force for a period no less than the Initial Term which is set at 12 months from the Commencement Date.

The Subscriber shall, during the initial term or during any extended period of the term have the right to terminate this agreement by giving no less than 1 months notice by email to:

insurance@matrixtelematics.com.

Such notice can only be given after a period of 11 months from the Commencement Date.

Cancellation of your insurance policy does not automatically cancel your subscription to Matrix Telematics and your service will auto renew until you provide notice in writing as above.

In the event of termination notice being served on the Matrix Nano where, the Subscriber is responsible for returning all Hardware in working order by appropriate means. A replacement fee of £99.00+VAT per device will be chargeable to The Subscriber in the event of Hardware not being returned in full working order.

In the event of the Subscriber claiming to have returned devices yet Matrix Telematics Limited have no record of receipt of goods, proof of dispatch and delivery will be required in order to close the account, otherwise the above £99+VAT charge will stand.

For IncidentCam 4G, the monthly charge also contributes to the hardware cost and as such, hardware remains the property of Matrix Telematics Limited. Once 12 monthly payments have been made by the Subscriber, ownership of hardware will transfer to the Subscriber and not before this time. Should the Subscriber wish to terminate this agreement before the Initial Term, all hardware must be removed and returned to Matrix Telematics Limited at the cost of the Subscriber. Where returning the camera is not possible, the remainder of the 12 monthly payments must be paid to Matrix Telematics Limited.

Without limiting any other rights or remedies to which it may be entitled, either party may give notice in writing to the other terminating this Agreement immediately if:

• the other party fails to pay any undisputed amount due under this Agreement on the due date for payment and remains in default for more than 30 days after an explicit written warning;

• the other party commits a material breach of any material term of this Agreement and (if that breach is remediable) fails to remedy that breach within 30 days of that party being required in writing to do so;

• the other party repeatedly breaches any of the terms of this Agreement in a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;.

Force majeure

Neither party shall be in breach of this Agreement in respect of, or liable for, any failure or delay in performance of its obligations under this Agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (“Force Majeure Event”), including, without limitation, any of the following:

1. Acts of God, including fire, flood, earthquake, windstorm or other natural disaster;

• war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
• terrorist attack, civil war, civil commotion or riots;

• nuclear, chemical or biological contamination or sonic boom;

• fire, explosion or accidental damage;

• loss at sea;

• extreme adverse weather conditions;

• collapse of building structures, failure of plant machinery, machinery, computers or vehicles;

1. any labour dispute, including strikes, industrial action or lockouts;

• interruption or failure of utility service, including but not limited to electric power, gas or water.

A party that is subject to a Force Majeure Event shall not be in breach of this Agreement provided that:

1. it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;

• it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and

• it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event to carry out its obligations under this Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.

If the Force Majeure Event continues for a continuous period of more than 30 days, either party may terminate this Agreement by giving 14 days’ notice in writing to the other party. In the event that the Supplier cannot provide the Services the Subscriber will not be required to make payments for the Services for that period. On the expiry of this notice period, this Agreement shall terminate. This termination shall not affect the rights of the parties in respect of any breach of this Agreement occurring before termination.

Governing law and jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it, its subject matter or formation shall be governed by and construed in accordance with English law.

The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement