RULES FOR THE PROVISION OF SERVICES GIVING ACCESS TO THE FLEET MANAGEMENT SERVICE AND FOR TECHNICAL SERVICING

1. TERMS AND DEFINITIONS

For the purposes of this document and of the Contracts concluded on the basis of it, the following terms have the meanings set out below:

• 1.1. The Contractor — the company “GPS Solutions” MMC, which carries out subscription servicing of navigation equipment and provides telematics services and software.
• 1.2. The Subscriber — a legal entity or a natural person (including a sole trader) that has concluded a Contract with the Contractor and on whose assets the Equipment is fitted.
• 1.3. The Asset — a vehicle, plant and heavy equipment, a stationary unit or other movable/immovable property of the Subscriber that is to be monitored.
• 1.4. Navigation equipment (the Terminal) — a hardware and software device (a GPS/GLONASS tracker) intended to determine the position, speed and direction of travel of the Asset and the state of its sensors, and to transmit those data to the Server.
• 1.5. The Server (the Telematics platform) — a hardware and software complex owned by the Contractor or leased by it, which receives, stores and processes the data.
• 1.6. The Software — the interface of the monitoring system (the web version and the mobile app), access to which is granted to the Subscriber so that the data can be displayed.
• 1.7. Additional sensors — peripheral devices (fuel level sensors, temperature sensors, door opening sensors, immobiliser relays, RFID driver identifiers) connected to the Terminal.
• 1.8. The SIM card (M2M) — an identification module fitted by the Contractor into the Terminal for transmitting data over GSM/GPRS channels. The SIM card is the property of the Contractor (unless the Contract states otherwise).
• 1.9. Service work — work on fitting, removing, diagnosing, configuring, calibrating tanks and repairing the Equipment.
• 1.10. A Request — an official application by the Subscriber (in writing or through the ticket system) requiring work to be carried out or a fault to be put right.
• 1.11. A Warranty call-out — a free visit by a Contractor's engineer to the location of the Subscriber's Asset within the city of Baku (or another agreed zone) to put right faults that have arisen through the fault of the Contractor or of the manufacturer of the Equipment.
• 1.12. A Non-warranty (Chargeable) call-out — a chargeable visit by an engineer for diagnosis or repair where the fault has been caused by the actions of the Subscriber or of third parties, or by force majeure, or where the warranty period has expired.
• 1.13. Billing — an automated system for accounting for the services consumed, for keeping track of the balance and for blocking access where payment has not been made.
• 1.14. Replacement equipment — a device of similar function which the Contractor has the right (but not the obligation) to provide to the Subscriber for temporary use while the main Equipment is undergoing a lengthy repair.

2. GENERAL CONDITIONS

2.1. These Rules govern the relations between the Parties on the conclusion, performance and termination of the subscription service Contract.

2.2. The provision of services means granting access to the Server, keeping the SIM cards operational and storing the data history in accordance with the Tariff plan.

2.3. Procedure for handing over and accepting the services (the subscription fee):

• 2.3.1. Monitoring services are deemed to have been provided by the Contractor in the proper manner and accepted by the Subscriber in full at the end of the reporting month.
• 2.3.2. Certificates of services rendered (electronic invoices / E-Qaimə) are issued by the Contractor by the 5th day of the month following the reporting month.
• 2.3.3. If the Subscriber does not send a reasoned written complaint within 5 (five) working days of receiving the Certificate, the services are deemed to have been accepted without remarks, and the Certificate is signed by the Contractor unilaterally (on the basis of the civil legislation of the Republic of Azerbaijan).

2.4. Procedure for handing over and accepting Service work:

• 2.4.1. The fact that fitting, a repair or a call-out has been carried out is confirmed by a Certificate of work completed, signed by representatives of the Parties on site or sent in electronic form.
• 2.4.2. If the Subscriber refuses to sign the Certificate without giving written reasons within 3 (three) working days, the work is deemed to have been completed and is payable.

3. OBLIGATIONS OF THE CONTRACTOR

3.1. The Contractor undertakes:

• 3.1.1. To provide the Subscriber with round-the-clock access to the Software (24/7), except during periods of planned technical work on the Server.
• 3.1.2. To provide the Subscriber with consultancy support on the use of the Software on working days (Monday to Friday) from 09:00 to 18:00 by telephone on +994 (12) 404-12-02.
• 3.1.3. On receiving a Request to put right a fault, to agree the time and place of the work with the Subscriber. The standard response time to a request within the city of Baku is up to 48 hours (working days) from the moment access to the Asset has been agreed.
• 3.1.4. To maintain the confidentiality of the data (logins, passwords, movement tracks) and not to pass them to third parties, except in response to requests from the law enforcement authorities of the Republic of Azerbaijan made in the manner laid down by law.
• 3.1.5. Where Replacement equipment is provided, to guarantee that it is in working order for the period of use.

4. OBLIGATIONS OF THE SUBSCRIBER

4.1. The Subscriber undertakes:

• 4.1.1. To pay for the Contractor's services and work on time in accordance with Section 5 of these Rules.
• 4.1.2. To appoint a responsible person to deal with the Contractor, oversee the work and sign the Certificates.
• 4.1.3. Providing the conditions for the work:
  • To provide a clean Asset for fitting/diagnosis.
  • To ensure the work area is adequately lit.
  • In winter and in unfavourable weather (rain, strong wind), to provide a covered, heated space (a bay or a garage) for the work. If this condition is not met, the Contractor has the right to decline to carry out the work until conditions improve.
• 4.1.4. No interference: Not to open the casing of the Equipment, not to remove the SIM card, not to break the seals, not to alter the power supply wiring and not to shield the antennas.
• 4.1.5. On discovering a fault (no data in the Software), to notify the Contractor without delay (within 24 hours) by submitting a Request. The subscription fee is not recalculated for a period during which the Equipment was out of service if no Request was submitted.
• 4.1.6. To return the Replacement equipment to the Contractor on first demand or once the repair of the main Equipment has been completed. If the Replacement equipment is lost or damaged, the Subscriber reimburses its full value.

5. SETTLEMENTS AND BLOCKING

• 5.1. The billing period is 1 (one) calendar month.
• 5.2. Payment for subscription servicing is made in advance (prepayment) by the 5th day of the current month, unless the Contract states otherwise.
• 5.3. The Contractor sends invoices by email. The Subscriber is responsible for checking its own mail. Failure to receive an invoice does not release the Subscriber from the obligation to pay.
• 5.4. Blocking:
  • 5.4.1. If payment has not been made by the 10th day of the current month, the Contractor's Billing system has the right to suspend the Subscriber's access to the Server automatically.
  • 5.4.2. While access is blocked, access to historical data is retained, but new data may not be processed.
  • 5.4.3. Access is restored within 1 (one) working day after the funds have reached the Contractor's settlement account.
• 5.5. Payment when there is a fault: If the Subscriber has several Assets and one of them is faulty, the Subscriber is obliged to pay in full for the services for the Assets that are in working order.
• 5.6. The cost of call-outs:
  • 5.6.1. Payment for Service work, fitting and Non-warranty call-outs must be made within 3 (three) banking days of the invoice being issued.
  • 5.6.2. If the engineer's visit proves to have been wasted (for example, the Asset did not arrive at the appointed place, the Subscriber did not provide access, or the vehicle battery was flat), the Subscriber pays the price of an abortive call-out in accordance with the price list.
• 5.7. Where there is a debt, the Contractor has the right to set incoming payments against the repayment of older debts, regardless of the payment purpose stated by the Subscriber.

6. TARIFFS AND CHANGES TO SERVICES

The detailed terms for repair, for replacement of equipment and the cases in which warranty cover is refused are governed by a separate document, the Warranty Servicing and Repair Policy (provided on request).

• 6.1. The Subscriber has the right to change the Tariff plan by sending written notice 10 days before the start of the next month.
• 6.2. Moving to a Tariff with a lower subscription fee may attract an additional charge or require the settings of the Equipment to be changed (the engineer's visit is paid for separately).
• 6.3. The Contractor has the right to revise the price of the services unilaterally, no more than once a year, giving the Subscriber 30 days' notice by publishing the information on the gps.az website or by sending it out by e-mail.

7. LIABILITY OF THE PARTIES

7.1. The Contractor bears no liability:

• 7.1.1. For interruptions to the Internet connection on the Subscriber's side.
• 7.1.2. For the quality and the coverage area of the mobile operators' networks (Azercell, Bakcell, Nar). A temporary loss of connection (GSM) and a delay in uploading data from the black box are not a fault in the Equipment.
• 7.1.3. For failures of the global satellite systems (GPS/GLONASS/Galileo) caused by geomagnetic disturbance, dense built-up areas, tunnels or the actions of third parties.
• 7.1.4. For direct or indirect loss (lost profit, vehicles standing idle) incurred by the Subscriber as a result of using, or being unable to use, the monitoring System.
• 7.1.5. For the theft of data if the Subscriber has passed its login and password to third parties or allowed them to leak.

7.2. The Subscriber bears liability:

• 7.2.1. For mechanical damage to the Equipment and for damage to power cables, antennas and sensors.
• 7.2.2. For deliberate interference with the Equipment (the use of jammers, shielding, applying high voltage), as confirmed by the Server logs and an engineer's report. In such a case the warranty is void and the repair is carried out at the Subscriber's expense.

8. TECHNICAL CHARACTERISTICS OF THE EQUIPMENT IN OPERATION

• 8.1. Accuracy: The permissible error in determining coordinates is 2.5–15 metres (depending on signal reception conditions). The error in measuring mileage may be up to 5% compared with the vehicle odometer.
• 8.2. Fuel level sensors: The error in measuring the fuel level with capacitive sensors is up to 3-5% of the tank volume (depending on the shape of the tank and the quality of the fuel). Discrepancies with filling station receipts may be caused by short measure at the filling station, by thermal expansion of the fuel, or by a fuel drain that was below the sensitivity threshold of the sensor.
• 8.3. Interference: Power lines, powerful radio transmitters and electronic warfare equipment can create interference that makes the track jump or causes satellites to be lost for a time.
• 8.4. The Subscriber has been informed of these characteristics and agrees that they are not grounds for complaints about the quality of the Contractor's services.

9. PROCEDURE FOR RESOLVING DISPUTES

• 9.1. All disputes are resolved through the complaints procedure. The time limit for replying to a complaint is 10 working days.
• 9.2. In the event of a technical disagreement (whether there was a fuel drain or not, whether the tracker was working or not), the Parties recognise the data in the Server logs (Wialon/ GlonasSoft / GPS.AZ System) as the only reliable source of information.
• 9.3. Disputes not settled through negotiation are referred for consideration to a court in the city of Baku in accordance with the legislation of the Republic of Azerbaijan.
• 9.4. For official correspondence and the exchange of legally significant messages the Parties may use the email addresses stated in the Contract. Scanned copies of documents have the legal force of originals until the originals have been exchanged.

10. THE CONTRACTOR'S DETAILS