GPS Device Tracking Services Terms and Conditions
- The Fleet Owner is inter-alia engaged in the business of providing commercial vehicles/trucks for transportation purposes and is registered as a Fleet Owner with Rivigo on its technology platform i.e. Rivigo’s mobile application platform or websites (each, a “Platform”) that enables the Fleet Owner to provide vehicles for transportation to the Rivigo’s Demand Partners (“Clients”).
- Rivigo is inter alia engaged in the business of meeting the requirement of transportation and logistics for its Demand Partners (“Clients”) by connecting the Clients with the vehicle(s)/truck(s) of the Fleet Owners for transportation.
- To ensure better safety and security of the consignment being transported by the Fleet Owner, Rivigo desires that all the vehicle(s)/trucks(s) registered by the Fleet owner(s) on the Platform must have an Electronic Tracking Device/GPS Device enabled through Global Positioning GPS Device (GPS) for live tracking (“GPS Device”) either through the recommended Third-Party GPS Device Provider (GPS Device Provider) of GPS Device or any other GPS Device Provider of GPS Device acceptable to Rivigo as per industry standards.
- The Fleet Owner has requested to receive the GPS Device of GPS Device Provider identified by Rivigo and has requested to avail the GPS Device Tracking Services for the vehicle(s)/truck(s) through the Platform as agreed in these Product Terms.
- For availing the aforesaid GPS Device and GPS Device Tracking Services respectively, the Fleet Owner hereto agrees to the following Product Terms, including the scope of the ‘Services’ to be provided by Rivigo to the Fleet Owner.
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS SET FORTH IN THESE PRODUCT TERMS AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF WHICH IS ACKNOWLEDGED BY FLEET OWNER AND RIVIGO, FLEET OWNER HEREBY AGREE AS FOLLOWS:
1. SCOPE OF THE SERVICES:
Rivigo will facilitate installation of GPS Device in the Vehicle(s)/Truck(s) of the Fleet Owner(s) by GPS Device Provider as identified by Rivigo at the specified locations across India. Rivigo will further provide with GPS Device Tracking Services to the Fleet Owner through the Platform as detailed in these Product Terms.
1.1 Fleet Owner hereby covenants, agrees and undertake that:
- Fleet Owner shall get the Vehicle Electronic Tracking Device/GPS Device (GPS Device) installed on its vehicle(s) from the GPS Device Provider identified by Rivigo.
- The GPS Device installed by the Fleet Owner from the GPS Device Provider shall be construed to be purchased directly by the Fleet Owner from the GPS Device Provider and Fleet Owner shall be bound by the GPS Device Provider’s Terms and Conditions for the warranty and other terms associated with the GPS Device including the terms and conditions of the “Customer Acquisition Form” of the GPS Device Provider as enclosed herewith as Annexure – I.
- the tracking services to the GPS Device shall be made available to the Fleet Owner only through the Platform by Rivigo.
- the GPS Device uses technology that is always capable of tracking and locating the Vehicle and keeping a complete record of the Vehicle’s speed, direction, movement, location and times of each item recorded. Fleet Owner further understands and agrees that Rivigo may use the GPS Device installed by the Fleet Owner through the GPS Device Provider as recommended by Rivigo in any way its capabilities allow which may include, but are not limited to:
- data analytics, live tracking of the vehicles/trucks and consignment of the Demand Partners (Clients) and/or any other ancillary purposes and for integration of tracking services in the Platform.
- identifying the places and times where the Vehicle(s) are located for the purpose of tracking consignment and data analytics
- having the GPS Device and/or Platform automatically alert Rivigo and/or the Demand Partners (Clients) of the Vehicle’s location if the Vehicle leaves a pre-defined geographic area established by Rivigo;
- using the information provided by the GPS Device to protect Rivigo’s interest in the Vehicle(s)/truck(s) in any manner deemed appropriate by Rivigo;
- providing information regarding the past or present movement and/or location of the Vehicle(s)/Truck(s) at any time or at all times to third parties including Demand Partners (Clients) required in the interest of services provided by Rivigo or as otherwise permitted under applicable law.
- the GPS Device can always be used to track the Vehicle(s)/Truck(s), whether on public or private property by Rivigo and/or GPS Device Provider.
- the collection of information by the GPS Device may affect third parties and/or third parties consignments in the Vehicle(s)/Truck(s) and that Fleet Owner is solely responsible for the same.
1.2 Rivigo hereby covenants and undertakes that, during the validity of this Agreement, it shall;
- act as a facilitator between the Fleet Owner and the GPS Device Provider for the purchase and installation of the GPS Device.
- provide GPS Device Tracking Services through the Platform to the Fleet Owner for the Vehicle(s)/Truck(s) installed with the GPS Device under this Agreement by the GPS Device Provider for a maximum period of 18 months effective from the date of payment for the GPS Device subject to subsistence of this Agreement. Rivigo at its sole discretion may extend the tracking services beyond the period of 18 months.
- The Fleet Owner understands that purchase and installation of the GPS Device will result in charges to the Fleet Owner by the GPS Device Provider (hereinafter referred to as “Charges”). For the purchase and installation of the GPS Device including any other goods or services, Rivigo will facilitate the payment to be made by the Fleet Owner of the applicable Charges on behalf of the GPS Device Provider as such GPS Device Provider’s limited payment collection agent.
- Payment of the Charges in such manner shall be considered the same as payment made directly by the Fleet Owner to the GPS Device Provider. The Charges will be inclusive of applicable taxes where required by law. The Charges paid by the Fleet Owner shall be final and non-refundable, unless otherwise determined by the GPS Device Provider. The Fleet Owner retain the right to request to modify the Charges to the GPS Device Provider for the GPS Device received by the Fleet Owner from such GPS Device Provider at the time the Fleet Owner agrees to avail such GPS Device. Rivigo will respond accordingly to any request from the GPS Device Provider to modify the Charges for the GPS Device.
- The Fleet Owner shall pay the charges for the GPS Device as described by the GPS Device Provider as a onetime setup/installation charge.
- The GPS Device Provider and Rivigo have entered into a separate arrangement and understanding for providing GPS Device to the Fleet Owner(s). The GPS Device charges are agreed and are provided by the GPS Device Provider. The installation and warranty for the GPS Device shall be provided by the GPS Device Provider to the Fleet Owner directly as per the Terms and Conditions of the GPS Device Provider. Rivigo will only facilitate the transaction and shall not be liable in any manner whatsoever for the GPS Device.
- Tracking Services to the GPS Device shall be made available to the Fleet Owner only through the Platform. Rivigo shall bear all applicable charges for making the aforesaid tracking services available to the Fleet Owner till the date of validity of this agreement. However, Rivigo reserves the right to discontinue the tracking services for the GPS Device after a period of one year from the date of payment for the GPS Device. For continuation of tracking services, the Device Owner may at its sole discretion negotiate the GPS Tracking Service Charges with the GPS Device Provider.
Fleet Owner understands and agrees that Rivigo has the right to assign its rights, title and interest in the Contract at any time. Assignment of the Contract by Rivigo will not affect the Product Terms of this Product Terms, except to the extent that the Assignee becomes a party to the Product Terms.
5.2 This Agreement may be terminated by Rivigo with immediate effect and without notice to the Fleet Owner at its sole discretion if:
- the fleet Owner tampers with, alters, disconnects or removes the GPS Device from the Vehicle(s)/Truck(s). The Fleet Owner shall be solely responsible to bear the cost of repairing or replacing the GPS Device, in case of malfunctioning or any other defect to the GPS Device for any reason whatsoever.
- the GPS Device stops working for whatsoever reason and/or Rivigo is unable to access the GPS Device in terms of this Agreement.
- the Fleet Owner becomes insolvent or at any time is dissolved or wound up thereof adjudged insolvent or commits and act of insolvency (as the case maybe);
- force Majeure Event occurs.
- the Fleet Owner commits any material breach or default in the performance of any obligation, condition or covenant of this Agreement.
5.3 Consequences of Termination:
- Notwithstanding the termination of this Agreement the rights, duties and obligations of the fleet Owner under this Agreement shall remain in force and the enforceable at the instance of Rivigo until all the claims or disputes are settled. The termination of this Agreement shall be without prejudice to the rights and remedies of Rivigo which may have accrued or arisen prior to such termination.
- The termination shall not affect performance nor conditions (including price) entered into before the date of termination of this Agreement, nor shall it affect any representation, warranty, obligations and indemnity under this Agreement or any provision on secrecy and confidentiality.
- Rivigo shall not be liable to provide GPS Device Tracking Services as agreed in this Agreement from the date of Termination of this Agreement.
6. FORCE MAJUERE
The failure or delay by the Parties to perform any obligations under this Product Terms solely by reason of Act of God, acts of government, riots, wars, revolt, fire, flood, landslides, hurricanes, sabotage, strikes, embargoes, acts/omissions of public/local authority, restrictions on traffic movements imposed by local/public authority, acts of local, state or governmental action prohibiting or impeding any Party from performing its respective obligations under the Product Terms etc. or other causes beyond its reasonable control (“Force Majeure”) shall not be deemed to be a breach of this Product Terms.
The Parties hereby agree that this Product Terms shall be governed by and interpreted in accordance with the laws of India and the competent Court at Gurugram, shall have exclusive jurisdiction.
If any litigation is commenced under this Product Terms, the successful party shall be entitled to, in addition to the relief from the Court or the award granted, the costs (including attorney’s costs, expert witness costs and any such other costs) incurred by the winning Party from the other Party in such litigation or proceeding.
8. LIMITATION OF LIABILITY
- The Fleet Owner agrees that Rivigo shall not be responsible/liable for any incidental or consequential damages relating to or arising from the use of the GPS Device in any manner described in this Product Terms.
- Rivigo shall not be liable in any event for any inconsequential, incidental or special damages, or direct or indirect loss, claims or expenses of whatsoever nature and howsoever arising;
- No liability is assumed for any errors and/or omissions of any information/data that is imparted in respect of the GPS Device.
- Rivigo shall not be liable in any manner whatsoever to the Fleet Owner or any Third-Party, for the GPS Device.
- Notwithstanding anything contained in these Product Terms, the aggregate liability of the Rivigo its directors, officers, employees, and affiliates, for damages, whether in contract, tort or otherwise, shall be limited to payment of monthly SaaS Charges in terms of the Product Terms.
- The Fleet Owner shall defend, indemnify and hold harmless Rivigo, its directors, officers, employees, contractors, agents and other representatives against all claims, losses, charges and expenses incurred, arising out of and/or in connection with
- use of the GPS Device;
- any action or proceedings initiated by any authority (judicial or regulatory or the like) including the government authorities because of any act/omissions by the Fleet Owner including the compliances in terms of Motor Vehicle Act;
- breach of Product Terms under this Agreement by the Fleet Owner including any other representations and/or warranties.
The terms of this Product Terms or any renewal thereof may be altered /changed by the exchange of a written Product Terms duly signed by both the parties.
If any provision of this Product Terms is held illegal or unenforceable by any court or other authority of competent jurisdiction, such provision shall be deemed severable from the remaining provisions of this Product Terms and shall not affect or impair the validity or enforceability of the remaining provisions of the Product Terms in such jurisdiction and shall not affect or impair the enforceability of such provision in any other jurisdiction.
This Product Terms constitutes entire Product Terms and supersedes any and all of the proposals, prior negotiations, writings, purchase orders, discussions, contract, Product Terms, arrangement, terms or correspondence between the parties, and neither of the parties hereto shall be bound by any conditions, definitions, representations, or warranties with respect to the subject matter other than as set forth in this Product Terms.
Except as otherwise provided herein all notices and other communications provided for hereunder or thereunder shall be: (i) in writing by a Party, (ii) through overnight courier (if for inland delivery) or international courier (if for overseas delivery) to a Party hereto at its address mentioned in this Product Terms.
14. RELATIONSHIP OF PARTIES
It is expressly agreed that Rivigo and Fleet Owner shall be independent parties and that the relationship between the Parties hereto shall not constitute a partnership, joint venture or agency.
The failure to enforce any provision of this Product Terms shall not be construed as a waiver of that provision.
The Fleet Owner and Rivigo undertake to treat this Agreement (in electronic form) as original document and as fully binding on the Fleet owner and Rivigo. Accordingly, the Fleet Owner and Rivigo intend this document to have a probative value as that assigned by law to documents written on paper.