General Terms and Conditions of Business

APPENDIX 1

GENERAL TERMS AND CONDITIONS OF BUSINESS

I. Definitions

WebEye service

Service Provider provides the WebEye service to Subscriber by ensuring access for Subscriber to use the WebEye vehicle tracking service via Internet-based network applications. The WebEye system provides continuous access for Subscriber to the data stored by Service Provider, generated from Service Provider’s processing of:

• data transmitted by the WebEye vehicle set installed in the vehicle (including but not exclusively: WebEye basic unit, its accessories, fittings, interfaces and independent accessories, devices and independent accessories distributed by Service Provider),
• other own data provided by Subscriber (e.g. vehicle types, registration number, subscriber data),
• Data stored in the WebEye system , previously entered by Service Provider.

The Service also includes making the applications in connection with the use of the WebEye vehicle tracking system available for Subscriber (e.g. WebEye History, WebEye Monitoring applications).

The current Product descriptions which are available on Service Provider’s website ( contain the detailed list of services of the WebEye system. Service Provider reserves the right to change the contents of the Service.

Service Provider

Service Provider provides Subscriber Internet-based access to the WebEye system under this General Terms and Conditions of Business and the Subscription contract, and continuously ensures the requirements for the operation of the service. Subscriber may present its written dispute to Service Provider concerning the operation of the service. Service provider investigates each dispute in all cases, and informs Subscriber of its findings in writing.

Subscriber

Subscriber is the natural or legal person that uses the service based on the Subscription contract and the included Subscriptions. If Subscriber is not the same as Bill payer in the Subscription contract, Subscriber shall also be understood under the term Bill payer, that is, Subscriber and Bill payer are jointly and severally liable for fulfilling the obligations undertaken in the Subscription contract.

Bill payer

Bill payer is the natural or legal person that undertook the obligation in the Subscription contract and the included Subscription to pay the service fee according to the invoice. If Subscriber is not the same as Bill payer in the Subscription contract, Subscriber shall also be understood under the term Bill payer, that is, Subscriber and Bill payer are jointly and severally liable for fulfilling the obligations undertaken in the Subscription contract.

Subscription contract

As prerequisite of providing and using the service, Service Provider and Subscriber close a Subscription contract which contains Subscriber's and Service Provider's rights and obligations not regulated or differently regulated under this General Terms and Conditions of Business.

The Subscription contract is a framework agreement closed between the parties that enables Subscriber to use the Service for multiple vehicle units (Subscription). A Subscriber may have more than one Subscription contracts. By signing the Subscription agreement, parties agree that they accept the terms of the contract as legally binding. Subscriber is not permitted to assign its rights under the Subscription contract to a third party without written consent of Service Provider.

Subscription

According to the validly formed and effective Subscription contract, Subscriber is entitled to the use of the Service related to the multiple independent vehicle units (with unique electric Ids) it registered. Under this General Terms and Conditions of Business and the Subscription contract, the Service used for the single vehicles included in the given Subscription qualifies as a single Subscription. The Subscription forms inseparable appendix of the Subscription contract. The termination of the Subscription Contract automatically results the termination of the included Subscriptions.

Service Package

Service Provider offers Subscriber the possibility to use certain basic and supplementary services as a so-called service package – with benefits provided by the package. The terms and detailed conditions of use the packages are defined in the Subscription Contract.

Service fee

Service Provider determines a Service fee for launching and providing the service. The Service fee is payable per Subscription.

Service provider publishes its current list prices on its website ( The detailed list of the Service Fee payable under the Subscription contract is included in the appendix of the Subscription contract, which forms an inseparable part of the Subscription contract. Service Provider may unilaterally adjust the Service fee or its certain elements depending on market changes. Service Provider shall notify Subscriber of the adjustment in writing, no later than 8 days prior to the adjustment enters into force. The lack of Subscriber's written dispute of the fee adjustment within 8 days and/or Subscriber’s continued use of the service is regarded as the implied acceptance of the fee adjustment.

II. Rights and obligations of Service Provider

2.1. Service Provider provides the service – for a fee –continuously, 24 hours every day as of the date defined in the Subscription, if Subscriber fulfilled the prerequisites of using the service as defined in section 5.1. of the General Terms and Conditions of Business and the Subscription contract. In order to ensure the proper quality standards of the service, Service Provider takes all reasonable measures to perform its activities in a way that can generally be expected from Service Provider in the given situation; therefore the WebEye system is under continuous control, maintenance and correction.

2.2. If Subscriber uses the service for multiple vehicles and violates the provisions of any of its Subscription contracts or a given Subscription, Service Provider is entitled to extend its sanctions as defined in the Subscription contract, and the General Terms and Conditions of Business to all of Subscriber's Subscription contracts and Subscriptions.

2.3. Service Provider shall not be liable in cases when the service is suspended for a reason beyond Service Provider’s control and in an unavoidable way or due to vis major, or troubleshooting fails or is not possible due to circumstances beyond Service Provider's control. Such events are for example: provisions of domestic or foreign authorities; natural disasters; acts of God; defect or faulty operation of telecommunication service; defect or non-functioning of communication and telecommunication routes ensuring distant signal; disruptions in the operation of GPS satellites, the peculiarities of GPS technology, its accuracy, GPS service outage; permanent or temporary lack of GSM/GPRS signal, disruptions in the operation of GSM/GPRS service, GSM/GPRS service outage, Internet service outage, temporary lack of or disruptions in the operation.

2.4. Service Provider does not undertake responsibility for damages due to Subscriber’s violation of the General Terms and Conditions of Business and of the provisions of the Subscription contract/ Subscription.

Service Provider does not undertake responsibility either for installations by Subscriber and/or Bill payer or their authorized third parties, and not by Service Provider or its authorized contracted partner, and for malfunction and damage caused in the system after Service Provider performed the installation and due to any electric device subsequently installed and not approved by Service provider, performed by Subscriber and/Bill payer or their authorized third parties, and not by Service Provider's authorized contracted partner.

2.5.If Subscriber causes harm or damage to any device in the provided WebEye vehicle set in a way it influences the quality of the Service, or any changes that cause damage to Service Provider any other way, Service Provider regards this behaviour as breach of contract by Subscriber, and is entitled to terminate the Subscription Contract with immediate effect, and require Subscriber to reimburse the damage caused.

2.6. Service Provider does not undertake responsibility for damages to Subscriber due to Service Provider's licence to provide the service being revoked or modified in a way that results Service Provider’s inability to perform to its service obligations under the contract. Service Provider shall immediately notify Subscriber of such events, which at the same time results the termination of the Subscription contract with immediate effect.

2.7. During the service, Service Provider undertakes to make the data generated in WebEye system related to each Subscription available to Subscriber for 12 months as of the data creation date. Unless otherwise agreed by the parties, Service Provider undertakes to store the generated data for a maximum of 12 months as of the termination of the Subscription.

2.8. Service Provider undertakes to provide Subscriber with the WebEye vehicle set for a charge under the conditions of the Subscription contract, and its installation into the vehicle.

Service Provider requires the complete fulfilment of the below conditions for the delivery of the vehicle set and its installation.

• Subscriber's written acceptance of Service Provider's written quotation;
• Subscriber's written order;
• Closure of Subscription Contract with the same content as the order;
• Vehicle owner's authorization/ approval if necessary;

Under extreme weather conditions that may influence the performance or success of the installation fulfilment, Service Provider undertakes to fulfil its installation obligation only within a workshop environment (such extreme weather conditions include especially, but are not limited to: temperature below 5 degrees Celsius, gale-force wind, substantial rain, storm, other weather conditions causing leakage, etc.)

III. Availability, maintenance, warranty

3.1. The availability of the WebEye service is minimum 98 % yearly.

3.2. Service Provider’s scheduled occasional maintenance windows: from Saturday 11pm to Sunday 3am, and from Wednesday 11pm to Thursday 3am. Service Provider informs Subscriber of maintenance times other than above via the Service website no later than 5 days in advance.

3.3.For elements of the WebEye vehicle set delivered under the Subscription contract with net purchase value over EUR 40,00, Service Provider undertakes warranty with length and conditions stated in the Subscription contract. Warranty does not apply in case of defects caused by or attributable to misuse, breakage, water damage or excess voltage, and unauthorized intervention. Warranty does not apply either for devices installed by the Subscriber/Bill payer and/or a third party they hired, and not by a partner authorized by Service Provider. In case of beyond warranty repairs, if repair takes more than 5 business days, Service Provider shall upon Subscriber’s request provide a temporary replacement device. Service Provider may set conditions for repair or temporary replacement for Subscribers with overdue payments.

IV. Defective or late performance by Service Provider

4.1. In case of defective or late performance of its obligations as service provider under the Subscription contract (except for cases listed under sections 2.2. and 2.4.), Service Provider shall be liable exclusively for depreciation caused in Subscriber’s assets, demonstrably linked to Service Provider’s defective performance.

4.2. Service Provider shall pay late performance penalty to Subscriber if late installation occurs due to Service Provider's fault. The base of the late performance penalty is the price of the WebEye device concerned in the late performance. The amount of penalty is 0,3 % of the penalty base daily, but at highest a total of 10 % of the penalty base.

4.3. In case of defective performance, Service Provider offers Subscriber fee reduction for the Subscription involved in the defect or pays defective performance penalty. The base of the penalty is the 3-month basic service fee for the affected service element. The amount of penalty is 0,3 % of the penalty base daily, but at highest a total of 10 % of the penalty base.

4.4. Service Provider's defective performance shall be stated if Service Provider fails -due to circumstances within its control- to correct the defect within the deadline determined in the Subscription Contract as of the written notice (including email) of the defect.

V. Subscriber’s obligations

5.1. Subscriber notes that the following conditions shall be provided for the use of the WebEye service:

• availability (purchase) of the vehicle set needed for the selected service/service package
• broadband internet service, availability of Internet Explorer browser on Subscriber's user workstations
• hardware on workstations in proper technical condition
• Service Provider's applications installed to Subscriber's own hardware (e.g. WebEye Monitor, WebEye Alarm applications), providing network operation environment for hardware (e.g. firewall, routers, ports)

5.2. Subscriber shall keep the WebEye vehicle set, preserve its condition, and inform Service Provider of any fault, defect or damage – including the stealth of any device.

5.3. Subscriber shall:

• check with Subscriber the place and date of installing the WebEye vehicle set, and the vehicle parameters necessary for the installation,
• ensure access for Service Provide to the WebEye vehicle set in case of maintenance, troubleshooting, or exchange necessary for the provision of the service.

If the access is not ensured, Service Provider shall not be held liable for any delay or service outage.

5.4. Upon establishment of the Subscription contract, Subscriber shall disclose the data necessary for the provision of the service, which are included in the Data sheets that form inseparable parts of the contract. Subscriber notes that Service Provider needs to know these data for the provision of the service. Service Provider shall not be liable for Subscriber's damage due to faulty or incomplete disclosure of data, and may request indemnification for damage suffered by Service Provider for the same reason. Service Provider uses these data only to provide the service and shall handle and store these in accordance with the data protection legislation.

Subscriber shall immediately notify Service Provider in writing of any change in its data. Service Provider shall not be liable for Subscriber's damage due to failure to immediately notify change in subscriber data, and may request indemnification for damage suffered by Service Provider for the same reason.

Subscriber's obligation to notify changes concerns especially but not exclusively the below data:

• Change in the data of vehicles under the Subscription contract and the given Subscription;
• Change in Subscriber's data (name, seat, executive officer);
• Change in the data of authorized contact persons.

Subscriber notes that for the protection of the handled data, Service Provider discloses any service-related data requested by Subscriber, Bill payer only to their designated contact persons. Service Provider shall not be liable for Subscriber's damage due to failure to notify change in contact person, but may request indemnification for damage suffered by Service Provider for the same reason.

PRISTANAK?

5.5. Subscriber may use the services subject to charge, which do not constitute part of the Subscription and are defined in the Subscription contract or its appendix.

Service Provider informs Subscriber of the fees payable for the use of the services subject to charge.

5.6. Subscriber may require a data storage period shorter or longer than defined in section 2.6. of the General Terms and Conditions of Business. Subscriber shall submit its related claim to Service Provider in writing. Service Provider may apply charges for the fulfilment of claims to store data for more than 12 months after termination of the Subscription.

5.7. Prior to the Subscription contract, upon closure of the Subscription contract and forming the given Subscription, and during their effective period, Service Provider does not check the ownership of the monitored vehicle, or its authorization to use, its legal or other suitability for road use, it accepts the data disclosed by Subscriber as valid. If the vehicle involved in the Subscription is not owned by Subscriber, Subscriber shall obtain the owner's consent necessary for the device installation. Subscriber also notes that if Subscriber is not the same as vehicle owner, Subscriber shall be liable for any claims of owner related to the Service, Service Provider shall not be liable in this respect.

5.8. Subscriber notes that upon Service Provider's notice it is obligated to visit Service Provider's or its authorised partner's site -unless otherwise agreed- for the technical review of the WebEye vehicle set. The non-completion of technical review required by Service Provider excludes Service Provider's liability in case of damages that may occur. Service Provider discloses the fees applicable for the technical review and for repairs beyond warranty, and the payment method in the notification of the necessity of technical review.

VI. Change in Subscriber

6.1. Subscriber shall not transfer its rights under the Subscription contract to third parties without Service Provider's prior written consent.

6.2. In case of private person Subscriber's death, the heir shall immediately notify Service Provider in writing of the change in Subscriber's identity – presenting the legal document as evidence of status as heir.

6.3. In case of legal person Subscriber's termination with successor, the successor shall fulfil its obligation to notify Service Provider immediately upon court registration of its succession, in writing, with presentation of the legal document stating the court registration. Legal person Subscriber shall upon its termination without successor immediately inform Service Provider of the termination, which results the termination of the Subscription contract with immediate effect and the immediate fulfilment of payments due.

6.4. Upon request by heir or successor, Service Provider transfers the Subscription contract free of charge to the heir (in case of multiple heirs, to one heir), or successor respectively. As of the date of transfer, the heir or successor shall hold the rights and obligations under the Subscription contract.

VII. Terms of payment

7.1. The prerequisites of starting the service are the fulfilment of subscriber requirements under section 5.1. of the General Terms and Conditions of Business, closure of the Subscription Contract and full settlement of related due payments, Payment method and terms are defined in the Subscription contract. If Subscriber fails to fulfil its payment obligation set as prerequisite for starting the service in a timely manner (including non-payment of e.g. installation fee, or the price of delivered devices), Service Provider may terminate the Subscription contract with immediate effect and claim back or withdraw the delivered WebEye vehicle set devices/accessories which can be removed form the vehicle without damage. Service Provider may also enforce its claims for damage due to Subscriber's breach (e.g. reimbursement for installed but non-removable devices, materials, Service Provider's all costs related to removal, etc.)