General terms and conditions

1. Definitions Used in These General Terms and Conditions

1.1. Service – the web-based GPS fleet and asset tracking service provided by Metrotec OÜ (hereinafter referred to as the Service Provider).

1.2. Agreement – the agreement concluded between the Customer and the Service Provider for the use of the Service.

1.3. Appendix – an integral part of the Agreement, including these General Terms and Conditions.

1.4. Customer – a legal or natural person who has concluded an Agreement with the Service Provider.

1.5. Party / Parties – the Customer and the Service Provider, individually or collectively.

1.6. Device – a GPS tracking device sold or rented to the Customer and required for the use of the Service.

1.7. Machine – any mechanism (including, but not limited to, a vehicle, tractor, locomotive, yacht, diesel generator, fuel tank, etc.) on which a Device has been installed.

1.8. Installer – an installer, maintenance technician, or removal specialist certified by the Service Provider.

1.9. Removal – removal of Devices from the Customer’s Machine by the Installer.

1.10. Maintenance – servicing of Devices by the Installer.

1.11. Installation – installation of Devices on the Customer’s Machine by the Installer.

1.12. Price List – the valid price list published on the Service Provider’s website.

1.13. Warranty – the warranty applicable to Devices sold or rented to the Customer by Metrotec.

1.14. Fault Report – a notification submitted by the Customer through the Service web environment regarding service interruptions or Device malfunctions.

1.15. Feedback System – the customer support environment within the Service where the Customer may submit fault reports, requests, or proposals and receive explanations, solutions, or responses. All responses are additionally sent to the Customer by e-mail.

1.16. User Credentials – the username and password required for accessing the Service web environment.

1.17. Primary User – the natural person designated by the Customer in the Agreement to administer User Credentials and distribute them to other authorized persons if necessary.

2. Scope of the Service

2.1. Upon conclusion of the Agreement, the Customer receives a user account in the Service environment that consolidates all Machines belonging to the Customer.

2.2. The Agreement grants the Customer the right to:

• monitor the location of Device-equipped objects in real time and through historical data;
• generate reports based on recorded data;
• create and administer sub-accounts.

The functionalities available in the Service are described on the Service Provider’s public website. The available functionality depends on the type of Devices and the software modules ordered and activated for the Customer.

2.3. Data in the Service environment is retained for one (1) year.

2.4. The Customer acknowledges that the Service functions correctly only if:

• the Device has been properly installed;
• the Device has been correctly configured;
• the Device contains a functioning SIM card;
• mobile communication coverage at the Machine’s location operates without interruption;
• GPS positioning is not continuously obstructed;
• the Customer’s internet connection operates reliably.

3. Rights and Obligations of the Customer

3.1. The Customer is entitled to receive technical support, user training, and consultations from the Service Provider.

3.2. The Customer shall keep confidential all User Credentials and information obtained during the performance of the Agreement.

3.3. The Customer shall maintain up-to-date contact details for the Primary User and, where applicable, for third parties receiving Machine-generated data or derivative information.

3.4. The Customer shall not remove the SIM card installed in the Device or use it for any communication services other than those related to the Service.

3.5. The Customer shall not use the Device for unlawful purposes.

3.6. The Customer shall report faults exclusively through the Feedback System available in the Service environment.

3.7. The Customer shall timely pay all invoices issued by the Service Provider and the Installer for Devices, installation, maintenance, Service fees, and any other agreed works in accordance with the Agreement and the Price List.

4. Rights and Obligations of the Service Provider

4.1. The Service Provider may at any time update the Service’s technological solutions, implement technical improvements, modify or expand functionality, and refine the source data used for location information. Such changes do not require prior approval from the Customer. Significant changes shall be communicated through the Service website or by e-mail.

4.2. The Service Provider may perform maintenance and install updates and may temporarily restrict access to the Service for these purposes.

4.3. To ensure Service security, the Service Provider may change User Credentials. New credentials shall be issued to the Customer, and previous credentials shall be disabled. The Customer shall be informed in advance.

4.4. The Service Provider may assign outstanding claims to a debt collection agency if the Customer’s payment delay exceeds forty-five (45) days. All debt recovery costs shall be borne by the Customer.

4.5. The Service Provider shall ensure Service availability of at least 98% annually.

4.6. The Service Provider shall respond to fault reports submitted before 14:00 on the same business day. Reports submitted later shall receive a response by 12:00 on the following business day.

4.7. The Service Provider shall remedy server-related faults within four (4) hours or, if the fault occurs outside business hours, by 12:00 on the next business day at the latest.

5. Billing

5.1. The Agreement specifies the monthly Service fee applicable to each Device based on the functionality used. The billing period shall be one calendar month.

5.2. The Service Provider is entitled to charge late payment interest on overdue amounts. Interest shall accrue from the day following the payment due date at a rate of 0.1% of the outstanding amount for each day of delay.

5.3. If the Customer delays payment of an invoice issued by the Service Provider by more than thirty (30) days, the Service Provider shall have the right to suspend the Service on an extraordinary basis.

5.4. The Customer shall compensate the Service Provider for any other direct costs incurred as a result of the Customer’s breach of the Agreement.

5.5. Upon termination of the Agreement, all settlements arising from the Agreement shall be completed within thirty (30) days from the termination date.

6. Warranty

6.1. A warranty period of one (1) year applies to the Device, commencing on the date of installation. The battery supplied as a component of the Device is covered by a warranty period of six (6) months.

6.2. Rental Devices, except for their batteries, are covered by warranty throughout the entire rental period. Batteries are covered by a six (6) month warranty.

6.3. The warranty does not apply to:

6.3.1. Damage resulting from any external mechanical, electrical, or magnetic influence, water, fire, heat, or the use of external jump-starting equipment. Such external damage may be determined through visual inspection or technical examination of damaged components by the Service Provider within fourteen (14) days following maintenance.

6.3.2. Defects resulting from opening, modification, or repair of the Device, unless such actions were performed by the Service Provider or a person authorized by the Service Provider.

6.3.3. Defects caused by force majeure events.

6.4. Provided none of the circumstances described in Clause 6.3 apply, the Service Provider shall remedy defects occurring during the warranty period at its own expense at the Installer’s premises. If warranty work is carried out elsewhere at the Customer’s request, the Customer shall bear the transportation costs from and back to the Installer’s premises.

6.5. The Service Provider may, at its sole discretion, remedy a defect either by repairing the Device or replacing it.

7. User Credentials and Confidentiality

7.1. The Agreement, its appendices, and all information disclosed during its performance are confidential. Disclosure to third parties is permitted only upon written agreement between the Parties.

7.2. User Credentials shall be issued to the natural person designated in the Agreement by the Customer (the Primary User). The Customer may change the Primary User at any time by notifying the Service Provider in writing or in a format that can be reproduced in writing.

7.3. The Customer and the Primary User are responsible for ensuring that all authorized users of the Service have familiarized themselves with and comply with the Agreement and these General Terms and Conditions.

The Customer and the Primary User shall:

• keep User Credentials confidential;
• ensure that User Credentials are used only by authorized persons.

If an authorized user discloses User Credentials, the Customer shall bear responsibility for such disclosure.

If there is reason to believe that User Credentials have become available to unauthorized persons, the Customer and the Primary User shall immediately change them.

The Service Provider shall not be liable for any damages arising from the use of User Credentials by unauthorized persons.

7.4. In the event of a breach of confidentiality obligations, the injured Party shall be entitled to claim compensation for damages caused by such breach.

8. Suspension of the Service and Termination of the Agreement

8.1. To suspend the Service for one or more Machines, the Customer shall submit a written request at least three (3) business days in advance.

No monthly Service fee shall be charged for suspended Devices during the suspension period.

The Service Provider shall reactivate the Service within three (3) business days following receipt of the Customer’s request submitted in a form reproducible in writing.

Upon reactivation, the Customer may be required to pay costs associated with reactivation, including SIM card replacement and Device maintenance.

During the suspension period:

• the SIM card in the Device will be deactivated;
• no historical data will be recorded.

Ordinary suspension does not apply to rental Devices.

A subsequent suspension may be requested only after one month has elapsed from the previous reactivation date.

8.2. If the Customer breaches the Agreement, the Service Provider may suspend the Service on an extraordinary basis.

Extraordinary suspension includes:

• blocking the Customer’s access to the Service;
• discontinuing transmission of location data from the Customer’s Machines.

Extraordinary suspension shall not release the Customer from the obligation to pay Service fees during the suspension period.

8.3. Extraordinary suspension shall remain in effect until extraordinary termination of the Agreement unless the Customer remedies the breach and requests reactivation of the Service.

Upon reactivation following extraordinary suspension, the Service Provider may charge a one-time reactivation fee equal to one month’s Service fee.

8.4. The Service Provider may terminate the Agreement on an extraordinary basis if the Customer fails to remedy the breach within two (2) months following extraordinary suspension.

8.5. The Customer may terminate the Agreement at any time by giving at least two (2) weeks’ notice in a form reproducible in writing.

If the Agreement includes rental Devices, a notice period of three (3) months shall apply.

8.6. The Service Provider may terminate the Agreement by providing six (6) months’ prior notice in a form reproducible in writing.

8.7. Termination of the Agreement shall not affect any financial obligations that arose prior to termination. Such obligations shall remain in force until fully performed.

9. Liability

9.1. Each Party shall be liable to the other Party for direct pecuniary damage caused by a breach of the Agreement. If the Customer’s breach of the Agreement results in suspension or termination of the Service by the Service Provider, such suspension or termination shall not be considered a breach of the Agreement by the Service Provider.

9.2. The Service Provider shall be liable for direct pecuniary damage caused to the Customer through the Service Provider’s culpable breach of the Agreement.

9.3. The Service Provider shall not be liable for any indirect damages and shall not be obligated to compensate the Customer for loss of profit, damage caused by third parties, costs arising from interrupted business operations, reduction of profit, or any other similar losses.

9.4. The Service Provider shall not be responsible for the accuracy or timeliness of map applications forming part of the Service. The Service Provider merely provides access to map solutions supplied by third parties and makes no representations or warranties regarding their quality.

9.5. If the Customer delays fulfillment of a payment obligation by more than forty-five (45) days, the Service Provider shall have the right to disclose information regarding the Customer and the amount of the outstanding debt to credit information and payment default registers. The Service Provider shall not be liable for any damages arising from such disclosure.

9.6. A Party shall not be liable for failure to perform its obligations if such failure is caused by force majeure.

Force majeure means a circumstance beyond the control of the affected Party that makes performance of the Agreement impossible and which the affected Party could neither influence nor prevent. Based on the principle of reasonableness, the affected Party could not reasonably have been expected to foresee, avoid, overcome, or prevent the consequences of such circumstance.

Force majeure includes, among other things, disruptions in communication networks operated by third parties that interfere with communication services necessary for providing the Service.

10. Rental Terms

10.1. A rented Device shall remain the property of the Service Provider. The Service Provider grants the Customer the right to use the Device either for an indefinite period or for the period specified in the Agreement. The Customer may use the Device solely for the purposes of performing the Agreement concluded with the Service Provider.

10.2. The Customer shall maintain and use the Device with due care and diligence.

10.3. A rented Device is covered by the warranty set forth in Section 6.

If, during the rental period, a defect occurs due to circumstances that exclude warranty liability under Clause 6.3, the Service Provider shall repair the defect and the Customer shall reimburse the Service Provider for all costs associated with the repair.

10.4. Upon expiration of the rental period or termination of the Agreement, the Customer shall coordinate Device removal with the Service Provider and allow the Installer to remove the Device within no later than fourteen (14) days after the termination date.

The Customer acknowledges that it has no right to remove the Device itself or to delegate such removal to any third party.

Removal of the Device is a chargeable service provided in accordance with the Service Provider’s current Price List.

10.5. The Service Provider shall have the right to continue invoicing the Customer for the Service if the Customer fails to enable Device removal.

The Service Provider shall have the right to claim a contractual penalty equal to the amount of the last three monthly Service fees if the Customer removes a rented Device itself or permits its removal by a third party not authorized by the Service Provider.

If the Customer breaches the Agreement in a manner that prevents proper removal of the rented Device, the Service Provider shall have the right to invoice the Customer for the purchase of the Device at the price specified in the Agreement.

10.6. If the returned Device is found to have damage caused by the Customer, the Customer shall reimburse the Service Provider for repair costs or, at the Service Provider’s request, purchase the Device at the price specified in the Agreement.

10.7. In the event of accidental destruction or damage of a rented Device, the Customer shall compensate the Service Provider for the value of the Device as specified in the Agreement.

11. Amendment of the Agreement and General Terms and Conditions

11.1. The Parties may amend the Agreement at any time by entering into a written agreement.

11.2. The Service Provider may amend these General Terms and Conditions unilaterally by notifying the Customer in writing or in a form reproducible in writing at least sixty (60) days in advance.

11.3. If the Customer does not agree with a unilateral amendment of the General Terms and Conditions, the Customer may terminate the Agreement on that basis.

The Customer must notify the Service Provider in writing of such termination within thirty (30) days from the date on which the amendment was communicated.

11.4. The Service Provider may change the Service pricing specified in the Agreement at any time by giving at least one (1) month’s prior written notice or notice in a form reproducible in writing.

If the Customer does not agree with the price change, the Customer may terminate the Agreement.

The Customer must notify the Service Provider in writing of such termination within fifteen (15) days from the date on which the price change was communicated.

12. Final Provisions

12.1. All intellectual property rights related to or underlying the Service belong exclusively to the Service Provider.

Use of the Service does not grant the Customer any rights to such intellectual property.

The Customer shall not copy, distribute, modify, or otherwise use materials contained within the Service web interface, except for data displayed during the provision of the Service and used by the Customer in its economic or professional activities.

12.2. All notices relating to the Agreement shall be submitted in a form reproducible in writing, except for informational notices that do not create legal consequences for the receiving Party.

12.3. Each Party shall notify the other Party within seven (7) days of:

• changes to information contained in the Agreement;
• significant changes in its financial condition;
• any other circumstances that may affect performance of the Agreement.

12.4. All provisions of the Agreement shall be interpreted in conjunction with the other provisions of the Agreement, taking into account the Parties’ actual intentions, objectives, and established practices.

If any provision of the Agreement is found to be wholly or partially invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.5. The Agreement shall be governed by the laws of the Republic of Estonia.

12.6. Any disputes arising from the Agreement shall be resolved through negotiations. If no agreement can be reached, disputes shall be settled by the Harju County Court (Harju Maakohus), Estonia.

Installation and Maintenance Price List

*Work performed outside normal working hours is subject to a coefficient of 1.5

All prices are subject to Value Added Tax (VAT) at the rate applicable in the Republic of Estonia.