Terms & Conditions

Quartix Inc, Terms and Conditions of Use

All contracts, orders, invoices, estimates, quotes or confirmations (each a “Contract”) in connection with the sale, use, utilization or rental of Products or Services supplied by Quartix Inc. (“Quartix”) are deemed to include these Terms and Conditions of Use (the “Terms”), which shall supersede and prevail over any other document or communication between the parties unless otherwise agreed in writing. For the purposes of this document: (i) the term “Products” shall include any vehicle tracking systems and terminals, antennae, cables and any ancillary equipment and accessories (including cameras and camera consumables), either specified on a Contract or otherwise provided to the Customer; (ii) the term “Services” shall include, as applicable, delivery, installation, customization, repair, replacement or hosting of Products or provision of data, reports or other information by any medium, either specified on a Contract or otherwise provided to the Customer; (iii) the term “SIM” shall mean any subscriber identity module used in any of the Products; (iv) the term “Customer” shall mean any company, partnership, association, entity or individual entering into a Contract; (v) “Quartix Group Company” shall mean Quartix Technologies plc and any company from time to time in which it directly or indirectly owns or controls the voting rights attached to not less than 50% of the issued ordinary share capital; and (vi) “Underlying Carrier” shall mean any designated, regulated, operator that has been licensed to establish and operate any network (in a respective regulated market), which Quartix uses to provide the Services.

If any part of the Terms should be found to be invalid or unenforceable by a court or other competent authority, then the rest shall not be affected. Customer agrees that these Terms, and the Contract into which they are incorporated, represent the entire agreement between it and Quartix. Any notice to be given in respect of these Terms by either of the parties shall be in writing and delivered to the registered office or principal place of business of the other, or sent to the respective e-mail address set forth on the Contract. The headings and sub-headings within these Terms are for convenience of reference and shall not form part of, or affect the interpretation of, these Terms.

The Terms may be revised at the sole discretion of Quartix upon 30 days written notice to Customer as provided herein or by posting revised Terms on Quartix’s website at https://www.quartix.com/terms-conditions/. In the event Customer does not notify Quartix of non-acceptance of such revisions within such timeframe, or Customer pays an invoice to which these Terms are attached (or which these Terms accompany in an invoicing email), Customer will be bound by such revised Terms. In any event, non-acceptance will not result in cancellation of any Contract, which shall govern all termination and cancellation as set forth therein.

Should these Terms  or any other part of the Agreement be translated into a language other than English, this will be for convenience only.  To the extent that the meaning in the translated version differs from that of the English version, the English version shall prevail and be regarded as definitive for all purposes.  Please see https://www.quartix.com/terms-conditions/ for the latest English version.

PRICES AND PAYMENT TERMS

Price quotations are only valid if expressed in writing by Quartix and only for the quantity of Products and/or type of Services and time period stated in the applicable Contract. If not stated, the validity period is 30 days.

Prices shall apply as specified on the Contract.  Quartix reserves the right to increase such prices on an annual basis as specified in this section.

Unless otherwise stated on the Contract, payment of all amounts shall be made within 30 days of the date set forth in the Contract or before any due date for payment shown therein. In no event shall payment be due later than 60 days after the delivery date of the applicable Products, whether or not such Product is installed. If any payment is not made by the Customer by the due date, or in the case Customer does not contact Quartix after Quartix makes 5 attempts to contact Customer regarding payment or installation, as applicable, Quartix reserves the right to take any one or more of the following actions: (i) accelerate all amounts due under the Contract; (ii) repossess the Product, which shall be made available to Quartix by Customer; (iii) terminate all Services; and (iv) charge interest at the rate of 4% above the Bank of America’s base rate until payment is received in full. Unless otherwise stated on the Contract, payment is to be made by automated debit of a credit card or bank account and the Customer agrees to maintain valid and up-to-date account information with Quartix. An administration charge of $30 will be made in the case of each failed or cancelled debit in addition to interest charges. The Customer is responsible for sales tax and any other taxes or governmental fees associated with all orders. Any unpaid amounts may be referred to a third-party debt collector together with all pertinent Customer information as permitted by law. Customer hereby grants Quartix permission to file UCC-1 financing statements against Customer on all Products until, as applicable, Products are returned or full payment is made therefor in the case of Customer’s purchase of Products.

Quartix may at its discretion, on an annual basis, increase any then-current prices as follows: the increase in prices shall be a maximum of 5% higher than the percentage increase in the Employment Cost Index as published by the U.S. Bureau of Labor Statistics (BLS).  The index shall be taken for the year ending two months prior to the month of price increase. In no event shall this calculation result in a decrease in pricing. In the event that two invoices of the same Customer are consolidated, the weighted average of the date of the last price increase shall be used to determine the date of the next price increase on the consolidated invoice.

DELIVERY AND INSTALLATION

All delivery times and dates are approximate, but Quartix shall use its reasonable endeavours to respect them. Delivery shall be complete if, within 24 hours of delivery of Products, Customer does not notify Quartix of rejection thereof. Time shall not be of the essence, and Quartix shall not be liable for any loss or damage resulting from late delivery or from its failure to respect an appointment for installation. Customer acknowledges that installation shall be carried out by either Customer or third parties, and as such (i) Quartix shall not be liable for any loss or damage whatsoever, arising directly or indirectly, as a result of any negligence or failure of Customer or such third party in installing the Products, and (ii) Customer’s sole remedy for any such negligence or failure shall be solely against such third party, as applicable. Quartix will not provide removal service and the Customer is responsible for any costs associated with removing the rental Product for return at the end of the contract.

If the Customer delays the installation of any Products beyond 30 days from the date of the first Product installation under the Contract, Quartix shall be entitled to deliver the remaining Products to the Customer’s delivery address and installation shall be deemed to be complete.

TITLE AND RISK

Title in Products purchased by the Customer passes upon full payment.  Until title passes, the Customer must insure and store the Products separately and maintain them in good  order.  Quartix shall not be liable in any way for damage to or loss of the Products once the Customer has taken delivery.

Title in Products rented by the Customer (including replacement rental Products) shall remain vested in Quartix.  Rented Products must be returned to Quartix at the expense of the Customer in good working order at the end of such rental and the Customer must have maintained them in good and substantial repair during the period of such rental. Quartix will not provide removal service and the Customer is responsible for any costs associated with removing the rental Product for return. All ongoing payments under any applicable Contract shall continue on a monthly basis until such time as all Products have been returned to Quartix in good working order. Title in the SIM shall remain vested in Quartix, or its provider of SIMs, in all circumstances.

Risk in the Products passes to the Customer upon their delivery to the Customer’s designated delivery address, regardless of whether installation has been completed or not.

PRODUCT USE

The Customer shall use the Products and Services exclusively for the commercial purposes of its business and not for the private use of the Customer (or any person(s) associated with the Customer) or for any other purpose. 

The Customer shall: (i) not sell, rent or otherwise make the Products and Services available to any third party without the prior written consent of Quartix; (ii) not reproduce, modify, adapt, disassemble, decompile, recompile or reverse engineer the Products or create derivative works from them, except to the extent necessary to use the Products in accordance with these Terms; (iii) not use the Product to create any product that is substantially similar in its expression to the Product; (iv) not use the Product in any unlawful manner or transmit any material as part of its use of the Products and Services that is unlawful, defamatory, obscene, infringing, harassing, discriminatory or similar; (vi) not act in such a way that the operation of the Services, or the operation of any network through with the Services are made available (a “Network”) may be jeopardised; (vii) not be involved in any fraudulent or other unauthorized use of the Network or any Services; and (viii) comply with all applicable laws and regulations with respect to its activities, including but not limited to all applicable eavesdropping and wiretap laws. The Customer shall indemnify and hold harmless Quartix, each Quartix Group Company, and their respective officers, employees and agents, to the fullest extent permitted by law, against any and all losses, costs, claims and liabilities whatsoever arising in any way directly or indirectly out of or in connection with non-compliance with the above.

The Customer shall use the Products and Services only in the country in which the Products were originally delivered or in which they were originally installed.  The Customer shall not transport the Products to a different country than the country of their original delivery / installation, unless Quartix gives such written permission.  In the event that the Customer does use the Products or Services in another country, or otherwise transfers the Products to another country, Quartix shall have the right to take such action as is necessary to protect its legitimate business interests (to be determined in Quartix’s sole discretion), including but not limited to increasing the price or terminating the Contract.

The Customer agrees that it shall limit its use of those Products and Services which involve the potential for significant transfers of data (the “Variable Data Products and Services”) to a reasonable level.  The Variable Data Products and Services include but are not limited to the alerts functionality, the Quartix web service, the integrated cameras and the Quartix mobile application.  The Customer shall not overuse the Variable Data Services and shall limit the transfer of data through such Products and Services to a reasonable level.  In the event that Quartix, acting in its sole discretion, determines the Customer to be overusing or transferring too much data through any of its Variable Data Products or Services, Quartix shall have the right to take such action as is necessary to protect its legitimate business interests (to be determined in Quartix’s sole discretion), including but not limited to increasing the price, limiting the use of the Variable Data Products and Services or terminating the Contract.  For the avoidance of doubt, the maximum level of use of the alerts functionality shall be deemed to be 60 alerts per TCSV per month and the maximum use of the integrated cameras shall be deemed to be 200MB per camera per month.

The Customer acknowledges that it is solely responsible for the content of the data generated by the Products, including but not limited to vehicle tracking data and camera footage.  The Customer shall indemnify and hold harmless Quartix, each Quartix Group Company, and their respective officers, employees and agents, to the fullest extent permitted by law, against any and all losses, costs, claims and liabilities whatsoever arising in any way directly or indirectly out of or in connection with the content of such data, including without limitation investigations and prosecutions, and claims for libel, slander, infringement of copyright, breach of data protection legislation, breach of other applicable laws, personal injury or death. Quartix shall be under no obligation to mitigate any of the above.   

To the extent the Customer makes use of addressing information as part of the Services, the Customer shall be bound by Google’s terms of service, available at https://policies.google.com/terms?hl=us

INTELLECTUAL PROPERTY RIGHTS

Quartix retains all intellectual property in the Products and Services. Copyright and all other intellectual property rights associated with the Products or Services (the “Information”) are owned by Quartix or the licensors thereof. The Customer may use Information retrieved from the Services only for its own internal, legitimate purposes in the ordinary course of business which means that the Customer may not sell, resell, retransmit, decompile, reverse engineer or otherwise make the Information retrieved from the Services available in any manner or on any medium to any third party, or otherwise utilize the Information unless the Customer has obtained Quartix’s prior written consent.

Quartix may use the Information, in an aggregated form, with data from other vehicles, to monitor road usage, provide information regarding traffic flow and journey times and to analyse general driving behaviour. This aggregated data, which shall contain no personal data or confidential information of the Customer, may be shared with or supplied to third parties by Quartix.

SIMS

The Customer shall not remove, or permit or allow others to remove, any SIM from any of the Products. The Customer is responsible for the loss or theft and any consequent (including fraudulent or improper) usage of the SIMs.  In the event that Quartix has reasonable grounds to believe that the Customer may be in breach of the provisions of this clause, Quartix may, at its sole discretion, discontinue the provision of Services to the Customer on any one or all of the Products supplied to the Customer.

CONFIDENTIALITY

Both Quartix and the Customer must treat all information received from the other marked ‘Confidential’, or which is reasonably obvious to be confidential, as it would treat its own confidential information, but with no less than reasonable care. Information that is to be considered confidential includes, but is not limited to: business plans, lists of customers, operational and technical data and product plans. The provisions of this clause shall survive the termination of any Contract. Notwithstanding the foregoing, in the event Quartix is required by law or requested by law enforcement to disclose any information which would otherwise be considered confidential, Quartix may, in order to comply with such requirement or request, disclose same to the extent necessary to do so.

PRIVACY

For information about Quartix’s customer privacy practices, please read Quartix’s customer privacy policy at https://www.quartix.com/customer-privacy-policy/. These policies explain how Quartix treats personal information and protects privacy, subject to these Terms.

LIABILITY

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT QUARTIX’S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. ONLY THE LIMITATIONS THAT ARE LAWFULLY APPLIED TO THE CUSTOMER IN HIS JURISDICTION WILL APPLY, AND QUARTIX’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. WITHOUT PREJUDICE TO ANY OTHER PROVISION OF THESE TERMS, IN ANY EVENT QUARTIX’S TOTAL LIABILITY FOR ANY ONE CLAIM OR FOR THE TOTAL OF ALL CLAIMS ARISING FROM ONE ACT OF DEFAULT ON QUARTIX’S PART (WHETHER IN TORT, CONTRACT, NEGLIGENCE OR OTHERWISE) SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER FOR THE PRODUCTS OR SERVICES IN RESPECT OF WHICH A CLAIM IS MADE. IN THE CASE OF ANY CLAIM MADE AGAINST QUARTIX FOR DISRUPTION TO THE SERVICES OR ANY ERRORS IN THE INFORMATION PROVIDED, QUARTIX’S LIABILITY SHALL NOT EXCEED THE TOTAL PRICE PAID BY THE CUSTOMER FOR THE SERVICES FOR THE DURATION OF ANY SUCH DISRUPTION OR ERRORS AND ONLY IN RESPECT OF THOSE PRODUCTS FOR WHICH THE SERVICES WERE AFFECTED. QUARTIX SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY ECONOMIC, SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS OR ANTICIPATED SAVINGS), EVEN IF QUARTIX WAS AWARE OF THE POSSIBILITY THEREOF. CUSTOMER, ON BEHALF OF ITSELF AND ANY USERS OF THE PRODUCTS OR SERVICES, AGREES THAT IT SHALL LOOK ONLY TO THE ASSETS OF QUARTIX AND NO OTHER PERSON OR ENTITY FOR ANY POTENTIAL CLAIM HEREUNDER, REGARDLESS OF THE CAUSE THEREOF. WITHOUT PREJUDICE TO ANY OTHER PROVISION OF THESE TERMS, AND TO THE EXTENT ALLOWED BY LAW, CUSTOMER SHALL INDEMNIFY AND HOLD HARMLESS QUARTIX, EACH QUARTIX GROUP COMPANY, EACH UNDERLYING CARRIER AND THE OFFICERS, EMPLOYEES, AND AGENTS OF QUARTIX, EACH QUARTIX GROUP COMPANY AND EACH UNDERLYING CARRIER AGAINST ANY AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION CLAIMS FOR LIBEL, SLANDER, INFRINGEMENT OF COPYRIGHT, OR PERSONAL INJURY OR DEATH, ARISING IN ANY WAY DIRECTLY OR INDIRECTLY IN CONNECTION WITH THE AGREEMENT BETWEEN QUARTIX AND ITS WIRELESS TELECOMMUNICATION AND INTERNET ACCESS SERVICES PROVIDER, OR THE USE, FAILURE TO USE, OR INABILITY TO USE THE SERVICES OR ANY ACCESS TELEPHONE NUMBER. THIS INDEMNITY SHALL SURVIVE THE TERMINATION OF ANY AND ALL CONTRACTS.

WARRANTIES

Quartix warrants to the Customer that the purchased vehicle tracking terminals (the “TCSVs”) will be free from material defects for a period of 12 months from delivery unless otherwise stated in the Contract. Should the TCSVs be defective within this period, Quartix will repair or replace them, at Quartix’s discretion, within a reasonable time using components or replacements that are new, or equivalent to new. In the case of TCSVs rented from Quartix this warranty will continue for the duration of the Product rental.  This warranty  shall not apply in respect of normal wear and tear to a Product or in the event that any defect, deterioration or malfunction of a Product arises due to misuse, negligence or lack of maintenance or supervision by the Customer, or due to any shock, fall or other accident involving the Product, or in the event of technological obsolescence outside of Quartix’s reasonable control, or due to the shutdown of a generation of Network by Quartix’s provider.

Where a Product is not covered by warranty and Quartix agrees to issue a free of charge replacement, the Customer agrees to maintain the Services associated with that Product for a minimum period of 12 months.

QUARTIX DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. QUARTIX FURTHER DOES NOT WARRANT THAT THE SERVICES WILL BE WITHOUT DISRUPTION, NOR THAT ANY PRODUCTS OR SERVICES WILL GENERATE ANY FINANCIAL SAVING OR BENEFIT FOR THE CUSTOMER, NOR THAT ANY REPORTS, DATA OR INFORMATION PROVIDED AS PART OF THE SERVICES WILL BE FREE FROM ERRORS, OMISSIONS, INACCURACIES OR NONCONFORMITIES. QUARTIX SHALL HAVE NO LIABILITY OR OBLIGATION TO THE CUSTOMER EXCEPT AS PROVIDED HEREUNDER. Should the Products be defective within the first thirty (30) days of delivery, the customer may return them and Quartix will refund price of same at Customer election. Quartix shall not be liable for and makes no warranty for the security or integrity of any connection or transmission used in the provision of the Services, nor any warranty that Products will be compatible with Customer’s own hardware or software. Quartix shall not be liable for and provides no warranty for any damage caused by the Customer or his representative or any third party through incorrect installation, use, modification or repair of the Products, nor for any accidental or other damage to the Products caused by any party or external force.

All Products that are not manufactured by Quartix (including, without limitation, the cameras) are subject to the terms of the warranty of the manufacturer of the Products and Quartix does not provide any warranty in respect thereof.

WHILST QUARTIX USES REASONABLE ENDEAVOURS TO MINIMISE THE RISK OF ANY SECURITY VULNERABILITY IN ITS SYSTEMS, THE CUSTOMER ACKNOWLEDGES THAT ITS USE OF THE PRODUCTS AND SERVICES, AND ITS COMMUNICATIONS WITH QUARTIX, PRESENT A LEVEL OF INHERENT CYBER RISK, PARTICULARLY WHERE THE CUSTOMER DOES NOT ITSELF IMPLEMENT ADEQUATE CYBER SECURITY MEASURES.  AS SUCH, SUBJECT AT ALL TIMES TO ITS DATA PROCESSING OBLIGATIONS UNDER THE AGREEMENT, QUARTIX SHALL NOT BE LIABLE FOR ANY LOSS INCURRED BY THE CUSTOMER AS A RESULT OF ANY VIRUS, MALWARE OR OTHER HARMFUL SOFTWARE INTRODUCED TO THE CUSTOMER’S INFORMATION SYSTEMS, OR ANY THIRD-PARTY ACCESS UNLAWFULLY GAINED TO THE CUSTOMER’S INFORMATION SYSTEMS, WHERE SUCH EVENTS TAKE PLACE BEYOND THE REASONABLE CONTROL OF QUARTIX.

HIGH-RISK DISCLAIMER

QUARTIX PRODUCTS, SOFTWARE AND SERVICES ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, WEAPONS SYSTEMS, LIFE-SUPPORT MACHINES OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE PRODUCTS, SOFTWARE OR SERVICES COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, “HIGH-RISK ACTIVITIES”). QUARTIX EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES. CUSTOMER SHALL NOT RELY ON THE PRODUCTS OR SERVICES TO SAFEGUARD THE WELL-BEING OF PERSONS OR PROPERTY.

REFUNDS AND CANCELLATIONS

Once paid, fees for Products and Services are non-refundable unless Quartix chooses, acting in its sole discretion, to refund the payment or it is legally obliged to do so.

The following charges are applicable to Quartix’s Products and Services on cancellation of a Product rental, a Service or the Contract:

On cancellation, rented Products must be returned to Quartix in good working order and rental charges shall apply until such Products are returned.

In the case of Products purchased by the Customer, the Customer shall be fully responsible for financing and implementing the environmentally sound disposal (or a suitable alternative) of the Products when they are no longer required and it shall do so in full compliance with all applicable State and Federal laws and regulations. Alternatively, the Customer and Quartix may mutually agree for the Products to be sent to Quartix (at the Customer’s cost) and for Quartix to arrange for the environmentally sound disposal (or a suitable alternative) of the Products.

Without prejudice to any other provision in these terms, and to the extent allowed by law, the Customer shall indemnify and hold harmless Quartix, each Quartix Group Company and the Officers, employees and agents thereof against any and all claims in respect of the Customer failing to comply with such disposal regulations.

THIRD PARTIES

A person who is not a party to a Contract has no right to enforce any term of the Contract and no intent is made that any party be a beneficiary hereof.

FORCE MAJEURE

Quartix shall not be liable to the Customer for non-performance or delay in performance of any of its obligations under these Terms or loss or damage of any Products due to acts of God, war, riot, civil commotion, embargo, strikes, fire, theft, delay in delivery or services of sub-contractors or sub-suppliers or the non-performance of a subcontractor or sub-supplier due to a force majeure event, a cyber attack on Quartix’s systems, shortage of labour or materials, confiscation or any other event (whether or not similar in nature to those specified) outside the reasonable control of Quartix.

CONTRACT DURATION AND TERMINATION

The Customer may not cancel or terminate the Contract until the Minimum Period specified in the Contract has expired, following which either the Customer or Quartix may give one month’s notice to terminate.

Quartix may also terminate any Contract with the Customer at any time (whether within the Minimum Period or not) if (i) Customer commits a breach of these Terms and fails to remedy this within 30 days of written notice, or (ii) with immediate effect if the breach cannot be cured or if Customer does any act that might jeopardize the continuance of the Services. These Terms may not be amended or affected by any act of Customer, unless expressly consented to in writing by Quartix.

The Customer Contract varies between 12 months and 36 months, as requested by the Customer. Once the Contract expires, Quartix will add the customer to a 1 month rolling contract, unless otherwise instructed. This means the customer does not automatically get entered onto another 12 – 36 months contract, but, if they wish, they can give 1-month notices of termination. Likewise, Quartix can at that point give 1 month notice of termination for any reason.

Any provision of the Terms which is expressly or by implication intended to survive expiry or termination of this Agreement shall survive and continue in full force and effect.

ASSIGNMENT

The Customer shall not assign its rights or obligations under the Contract, in whole or in part, to any third party without Quartix’s written approval.  Quartix may assign its rights or obligations under the Contract, in whole or in part, to any third party without the Customer’s approval, provided that it gives the Customer no less than 30 days’ notice of such assignment.

GOVERNING LAW AND JURISDICTION

This Agreement and these Terms shall be construed in accordance with the laws of the State of Illinois, and shall be subject to the exclusive jurisdiction of the courts of Springfield, Illinois. The parties agree to waive, to the maximum extent permitted by law, any right to a jury trial with respect to any dispute or claim.

DISPUTE RESOLUTION

The Customer and Quartix will attempt to resolve any dispute or claim through face-to-face good-faith negotiation with persons fully authorized to resolve the dispute or through mediation utilizing a mediator agreed to by the parties, rather than through litigation. In the event that the parties are unable to resolve the dispute within 30 days of notice of the dispute to the other party, the parties shall be free to pursue all remedies available at law or in equity.

AUTHORITY

By acknowledging and agreeing to these Terms, the person doing so represents and warrants that he or she has authority to act on behalf of, and bind, Customer to this Agreement. Customer further agrees that any person to whom Customer gives access to these Terms shall be deemed authorized to act on behalf of, and bind, the Customer.

Version 9 - 02/01/2024