Logistics and Distribution Industry

1. INTERPRETATION

The head notes to the clauses in this agreement are for reference only and shall not affect the interpretation of any part thereof.  Unless inconsistent with the context, the words and expressions set forth below shall bear the following meanings:

• “This agreement” this agreement as read with the transaction schedule.
• “This transaction schedule”- that part of this agreement, being the Subscriber application form, which identifies
  the Subscriber and wherein provision is made for other particulars concerning this agreement to be completed.
• “GRM Technology” GRM Technology cc
• Unit – The device and related designed to communicate signals from the vehicle to the control centre for purposes
  intended by this agreement
• “Contact person” – the subscriber’s contact person(s) referred to the transaction schedule or car substitute(s)
  as notified to the Service Provider upon written notice by the Subscriber from time to time.
• “Control centre” – the centre where signals from the Axxis tracking unit will be monitored and acted upon
• “The service”- the service provided for the response and recovery of stolen or hijacked vehicles
• “The service provider” – the service provider referred to in the transaction schedule, or its cessionary
  (s) or assignees, including appointed fitment centers.
• “South Africa”- the Republic of South Africa.
• “The signature date” – the date of last signature of this agreement by the Subscriber and the Service Provider
• “The territory” – the areas in South Africa where the GRM Technology Service are commercially available from to time time.
• “The vehicle” – the vehicle(s) referred to in the transaction schedule.
• “Owner/Subscriber” – the person (if any) described as such in the transaction schedule.

Words importing to singular shall include the plural and visa versa and words importing one gender shall include the other genders; any reference to an actual person shall include a body corporate, firm or association and visa versa.

2. APPOINTMENT

The subscriber hereby employs GRM Technology to provide a Service to the Subscriber and to do so, upon the terms and conditions set forth in this agreement.

3. TERMS

Subject to the provisions of this agreement, the Subscriber’s obligations under this agreement shall take effect upon the date of signature hereof by the Subscriber and GRM Technology and continue for the period hereafter either party may terminate this agreement upon one (1) month’s written notice to the other.

Failure to pay the monthly service fee for two (2) consecutive months will automatically cancel the contract.

As per Rental Contract, it is a thirty six month (36) period. The Subscriber will be liable for all costs for the balance of the contract when terminating the agreement.

4. THE UNIT/CAMERA/FUEL

Only approved units may be used for purposes of this agreement. This agreement does provide for
the supply, installation, programming (encoding) and enabling of the unit/camera/fuel.
Any maintenance and/or repair required shall be carried out at the Subscriber’s approved location. None of the subscriber’s employees will be permitted to be present while any fitment or maintenance takes place. If it is requested that an employee member be present, then written authorisation will be required.

The Subscriber may, by prior arrangement test the unit at any reasonable time. The Service Provider shall be relieved of its obligations under this agreement during any period in which the unit in not functioning due to malicious tampering or damages caused to the unit from vehicle repairs and maintenance , therefore the subscriber will then be responsible for all costs incurred. However, if there is an electronic fault with the unit, G.R.M. Technology will replace the unit at no cost within 2 years of purchase.

The Subscriber accepts responsibility for the consequences of any unintentional activation of the system, it being agreed that such consequences may include the police or response teams responding pursuant to any such activation and making wrongful arrests. The Subscriber will be responsible to notify GRM Technology in writing within (24 hours) after the vehicle has had an accident, sold or any structural modification. A call out charge and a travel fee will be applicable for removal of units for vehicles out of the greater KZN area. The life span of the back up battery is 2 years. The replacement of the back up battery and the call out charge will be at the clients cost.

5. TERRITORY

The service (live tracking) is available only within the territory of South Africa. If any live tracking is required outside South Africa, and international roaming contract needs to be completed.

6. SERVICE FEES

As consideration for GRM Technology undertaking to provide the Service, the Subscriber shall pay GRM Technology the monthly fee in the application form, on or before the 7 (seventh) day of each calendar month or earlier date as specified in the debit order authorisation contained in the agreement, provided that the first such monthly Subscription Fee shall be paid upon conclusion of the Agreement. 

The Subscriber shall be responsible for the payment of all legal costs incurred by him. A minimum call out fee and a fee payable will be charged per kilometre depending on the distance travelled, each and every time that the Subscriber uses the GRM Technology service. GRM Technology will have the right to increase the fees on an annual basis, provided that such increase is reasonable and that it provides the Subscriber with at least one (1) month’s prior written notice of such increase.

7. PAYMENT AND INTEREST

The Subscriber shall effect all payments in terms of, or arising from this agreement in such manner as determined from time to time by GRM Technology. Should the Subscriber fail to pay any amount due in terms of, or arising from this agreement on due date then such overdue amount shall bear interest at the maximum interest rate per annum stipulated from time to time under Act 73 of 1968, as amended. It is company policy that G.R.M. Technology, operates on a debit order system. Annual increases will occur on the 1 (first) day of January.

8. EXCLUSION OF LIABILITY

The Subscriber recognises that GRM Technology/Service Provider, services are intended to reduce the risk of loss, but not eliminating such risk. The GRM Technology/Service Provider shall not be liable for any loss or damage of whatever nature caused to the Subscriber in consequences of any act or omission by the GRM Technology/Service Provider, to perform the GRM Technology Service pursuant to this agreement notwithstanding any negligence on the part of GRM Technology.

9. FURNISHING OF INFORMATION

The Subscriber shall notify GRM Technology in writing of any change(s) in the information set forth in the application form or furnished from time to time in accordance with the standard practice or procedures of the Service Provider. Should any of the aforesaid information change and not be notified in writing to GRM Technology or should any information supplied not be correct in all respects, then the Subscriber agrees not to hold GRM Technology and/or The Service Provider liable.

10. BREACH

If the Subscriber fails to pay any amount under this agreement on due date, or fails in the performance of any of its obligations hereunder or breaches any term or condition of this agreement, or in GRM Technology ‘s opinion, reasonably exercised, consistently raises false alarms or abuses the service, the Service Provider may immediately thereupon suspend its obligations under this agreement and/or simultaneously therewith or thereafter terminate this agreement without notice to the Subscriber. Any such suspension and/or termination shall be without prejudice to any other rights, which the Server Provider may then have at law. Upon termination of this agreement for whatever reason, all amounts payable by the Subscriber to the Service Provider shall become due and payable.

11. DOMICILIUM / AND NOTICES

The parties hereby choose domicillium citandi et executandi for all purposes of and in connection with this agreement their respective physical address as set forth in the application form.
Either party shall be entitled to change their domicile from time to time, or any such changes shall only be effective upon receipt of notice in writing by the other party of such change. All notice, demands, communications or payments intended for either part shall be made or given at the relevant party’s domicile for the time being. A notice sent by either party to the other shall be deemed to be received by the other party on the same day, if delivered by hand or emailed, and on the 5 (fifth) day after posting, if sent by registered mail. Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by any party shall be an adequate written notice or communication to it notwithstanding that it was not sent to, or delivered at the parties’ chosen domicilium citandi et executandi.

12. FORCE MAJEURE

If GRM Technology is prevented or restricted directly or indirectly from carrying out all or any of its allegations under this agreement by reason of force majeure, being a cause beyond the control of GRM Technology, then GRM Technology shall be relieved of its obligations hereunder during the period that such event continues but only to the extent so prevented and shall not be liable for any delay or failure in performance of its obligations hereunder. The existence of such force majeure shall not preclude the Subscriber from terminating this agreement in accordance with the provisions hereof.

13. GENERAL

This agreement shall in all respects be governed by and construed in accordance with the laws of the Republic of South Africa, and all disputes, actions and other matters in connection with the agreement shall be determined in accordance with such laws. This agreement sets out the entire agreement and understanding between the parties and supersedes all prior agreements, written
or oral, in connection with the subject matter hereof. No addition to, variation or consensual cancellation of this agreement shall be of any force or effect unless reduced to writing and signed by or on behalf of all the parties. No indulgence which any of the parties may grant to any other or others of them. The Subscriber shall not be entitled to cede or delegate its rights or obligations in terms of this agreement without the prior written consent of the Service Provider, which consent shall not unreasonably be withheld. The Service Provider shall be entitled to cede or delegate its rights and/ or obligations under this agreement.

14. RENTAL

The Axxis Unit remains the property of GRM Technology cc. The Subscriber is responsible for any costs incurred due to the loss or damage to the rental unit. If the contract is cancelled within 36 months, the remaining subscription for that duration will be due immediately.