General Terms

We appreciate you taking the time to read our General Terms. We’ll try to keep things simple, but it’s important that you understand your rights and responsibilities, so please keep reading.

In this Agreement, a reference to:

• DRVR, we, us or our means Driver Design Studio Limited (a Hong Kong Company) of Unit A, 10/F, Amtel Building, 144-148 Des Voeux Road, Central, Hong Kong; or any of our subsidiaries or authorised reseller
  partners;

• the Customer, you or your means the entity or person indicated in the relevant section of the Service Order;

• Users means any person or entity to whom you provide access to our Services, including any administrators of your account or survey respondents; and

• • Customer Data means any content that you or your Users submit or transfer to DRVR using the Services
    (including personal data);

These General Terms, and the Service Order (together, the Agreement) form a contract between you and DRVR. This Agreement governs your subscription to, and use of, DRVR’s website, software platform and/or other related applications or services (together, the Services).

As the Customer, you agree to this Agreement by signing a document that references this Agreement, or by using the Drvr platform and Services. If you are an organization, the individual who agrees to this Agreement on your behalf must have the authority to bind you to this Agreement, and both you and such individual represent that to be the case.

Recitals

• DRVR has developed a Telematics Platform and Software Applications which it makes available to the customer for the purpose of offering Telematics Services.

• (b) The Customer wishes to use DRVR’s Telematics Services in its business operations.

• • (c) DRVR has agreed to provide and the Customer has agreed to use DRVR’s Telematics Services subject to these General Terms and the Service Order (together, the Agreement).

1 Definitions and Interpretations

1.1 Definitions

Unless otherwise explicitly indicated, the following terms used in this agreement shall have the definitions provided below:

Authorized Users: Those employees, agents and independent contractors of the Customer who are authorised by the Customer to access the DRVR Services, Platform and Applications.

Contract Term or Pilot: Defines the term of this agreement, beginning on the Effective Date and expiring on the day following 90 days from the Active Date; when the term detailed in the Service Order has expired.

Device: Hardware sensors which are used to collected data from vehicles or drivers.

Effective Date: The date of this agreement.

Active Date: The date at which DRVR shall activate the Service to normal operation offering the full service for a minimal one (1) vehicle to a minimum one (1) Authorized User.

Activation Date (of a vehicle): The date from which a vehicle equipped with a Device shall be authorized access to the Service

Normal Business Hours: 9.00 am to 5.00 pm local Indochina (ICT) time, each Business Day.

Service: Is the responsive web portal enabling Authorized Users to access the Telematics Service.

Vehicle Subscription: Entitles a vehicle equipped with a DRVR Device to access and use the Telematics Services in accordance with this agreement.

Customer Data: Data which is brought to the service by the Customer, Authorized Users, or DRVR on the Customer’s behalf for the purpose of using the Telematics Services or facilitating the Customer’s use of the Telematics Services. This includes location, driver, vehicle and route information.

Derived Data: Data and information resulting from the use of the Telematics Service

Telematics Service: Telematics Service refers to all services deployed by DRVR to the Customer.

Initial Subscription Term: The initial term of this agreement as set out in the Service Order

System: All parts essential to DRVR’s Service, including the DRVR Devices, DRVR Manager and the DRVR Backend.

Subscription Term: The Initial Subscription Term together with any subsequent Renewal Periods.

Service Order: The specific agreement and terms entered into by DRVR and the Customer.

1.2 Interpretations

In this Agreement:

• A reference to a party or a person includes the party’s or the person’s successors and permitted assigns

 

• A reference to this Agreement includes the recitals and any appendices, schedules, annexures or
  attachments, hereby deemed an integral part hereof; and

 

• Words importing the singular include the plural and vice versa.

2 Services

2.1 DRVR Services

During the Term, we will provide you with access to, and use of, the Services ordered by you as described in the Service Order. You may order Additional Services at any time during the Term by contacting our Sales team by email at info@drvr.co We will invoice you for any Additional Services you order after the start of the Term at the time those Services are ordered.
 

2.2 Changes to Services

We continually change, update and improve our Services. DRVR may alter the Services at any time without prior notice. We will endeavor to provide you with prior notice if we make a change to the Services resulting in an overall material decrease in functionality of the Services. In such cases, you may terminate your Subscription under clause 9.4.
 

2.3 Suspension of Services

We may limit or suspend the Services from time to time at our discretion (for example, to perform scheduled maintenance). If DRVR limits or suspends the Services, we will endeavor to give you reasonable advance notice so that you can plan around it. However, there may be some situations, such as security emergencies, where it may not be practicable for us to give you advance notice. We will use commercially reasonable efforts to narrow the scope and duration of the suspension or limitation as is needed to resolve the issue that prompted such action.
 

2.4 Third party Services

If you use any third party service with the Services (for example, an API integration or a web browser), you acknowledge that the service may access or use the Customer Data. DRVR will not be responsible for any act or omission of the third party, including such third party’s use of the Customer Data. DRVR does not warrant or support any such third party service, and you should contact that third party for any issues arising from your use of the third party service.

3 Fees and Payments

3.1 Fees for Services

You agree to pay DRVR any fees for each Service you purchase or use, in accordance with the pricing and payment terms presented to you for those Services in the Service Order. Except as indicated in this Agreement or required by law, fees paid by you are not refundable.

3.2 Subscriptions

Services are billed on a subscription basis (Subscription) and are billed in advance on a recurring, periodic basis (called a billing cycle). The billing cycle for your Subscription is outlined in the Service Order. Your Subscription for any Services will automatically renew at the end of each billing cycle unless you cancel the auto-renewal by contacting our Sales team by email at info@drvr.co The initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

3.3 Devices

Devices are billed by and payable to the DRVR Device Partner in your country, within the terms detailed and accepted by you in your device Purchase Order. The title of ownership for devices does not transfer from the DRVR Device Partner until full payment of agreed device costs and associated charges (including but not limited to import duties, taxes and delivery fees) are received by the DRVR Device Partner.

3.4 Payment methods

You authorize us to charge for fees using the payment method indicated in the Service Order. Unless otherwise agreed, payments for invoices are due within the terms agreed on the service order, or within 7 days from invoice date if not otherwise noted. If you elect to pay by credit card, debit card, or any other billing method that supports automatic recurring payments, we will initially attempt to charge you using that billing method when payment is due, and payments will be considered overdue if payment is not received within 14 days of that due date. You agree to keep your billing and billing contact information current and accurate.

3.5 Interest

Overdue payments may incur interest at the rate of 2.5% per month (or the highest rate permitted by law, if less) on the amount overdue. You will be responsible for all reasonable expenses (including legal fees) incurred by DRVR in collecting such overdue amounts, except where:

• the overdue amounts are due to DRVR’s billing inaccuracies; or
• you have sought to resolve a dispute using the dispute resolution process in clause 13.1 and that process is still active.

3.6 Taxes

Unless stated otherwise in the Service Order, all fees for Services exclude sales tax, commercial tax, GST, VAT, or other similar local consumption taxes. Except for any corporate income taxes payable by DRVR, you are responsible for all other taxes or duties related to the sale of Services under this Agreement, including any penalties or interest. If DRVR is required to collect or pay any taxes on your behalf, we will invoice you for those taxes unless you provide us with a valid evidence that no tax should be invoiced.

3.7 Price changes

DRVR may change the fees charged for Services at any time. For Subscription Services, the change will only become effective at the end of your current contracted subscription term, or the current billing cycle of your ongoing renewed subscription. DRVR will provide you with reasonable prior written notice of any changes to fees before the changes go into effect.

4 Service Level Agreement

DRVR shall, during the Contract Term, provide the Telematics Services to the Customer subject to the terms of this agreement.

DRVR shall use commercially reasonable endeavours to make its Telematics Services available 24 hours a day, seven days a week, except for:

• planned maintenance carried out during the maintenance window of 20.00 to 07:00 ICT Time which are notified to the Customer at least 72 hours in advance; and
• unscheduled maintenance performed outside Normal Business Hours, provided that DRVR has used reasonable endeavors to give the Customer at least 24 Normal Business Hours notice in advance.

As part of the Service and at no additional cost to the Customer, DRVR will provide the Customer with our standard customer support services during Normal Business Hours in accordance with DRVR’s Support Services Policy in effect at the time that the Services are provided. The Customer may purchase enhanced support services separately according to the current rates.

5 Security and Privacy

5.1 Security

The security of your information is very important to us. All of your data is private and confidential and we take all reasonable steps to ensure that your information is handled securely and in accordance with these terms. We follow generally accepted standards to protect the personal information submitted to us, both during transmission and once it is received.

DRVR will store and process customer data in a manner consistent with industry security standards. DRVR has implemented technical, organizational, and administrative systems, policies, and procedures to help ensure the security, integrity, and confidentiality of customer data and to mitigate the risk of unauthorized access to or use of customer data. DRVR uses Microsoft Azure for data storage and benefits from the Microsoft Trust Centre capabilities https://www.microsoft.com/en-us/TrustCenter/Security/default.aspx#How-Microsoft-protects-your-data

However, please note that transmitting information over the Internet is never completely secure. Although we do our best to protect your personal information, we cannot guarantee that your information is absolutely secure in all situations.

Security is a collaborative effort, so we also recommend that you create a sophisticated password for logging in to our services, and keep that password secret.

If you suspect there has been any unauthorized access or misuse of your personal information, please contact our Chief Executive officer at info@drvr.co immediately.

5.2 Privacy

In the course of using the Services, you or your users may transfer to us customer data containing personal data. We respect the privacy of all personal data contained in customer data and agree to handle and use that personal in circumstances only where it is necessary to provide our Service or to operate our business; including anonymizing the data whenever suitable and possible. You agree and consent to the transfer, processing, and storage of customer data in accordance with these terms.

5.3 Compelled Disclosure

DRVR may disclose the customer’s confidential information when required by law or legal process, but only after we, if permitted by law:

• use commercially reasonable efforts to notify the customer; and
• give the customer the opportunity to challenge the requirement to disclose.