GENERAL TERMS AND CONDITIONS FOR
SERVICES OF I-CELL KFT

Effective from: 1 Januar 2024

GENERAL TERMS AND CONDITIONS OF SERVICES

1. Introductory provisions

1.1. Scope of application of the GTC

1.1.1. The provisions of this GTC shall apply to all legal relationships between the Service Provider and the Customer, where the Service Provider provides or intends to provide a Service to the Customer and/or the Customer uses or intends to use a Service of the Service Provider. The scope of this GTC also covers all other business relationships in which the Service Provider and the Customer expressly agree to apply this GTC.

1.1.2. This GTC constitutes part of certain Agreements entered into between the parties in relation to the Services. The contractual relationship between the parties consists of individual Agreements (framework Agreements and/or ad hoc Agreements) concluded for one or more of the Customer’s motor vehicles, which relate to one or more Services, and the provisions of this GTC that shall be applied together to the legal relationship between the parties.

1.1.3. The acceptance of the offer sent by the Service Provider, the signing or modification of the individual Agreement for the Service in question, the purchase of the On-board unit, the registration of the On-board unit in the HU-GO Internet Portal, the acceptance of these General Terms and Conditions by electronic means on the part of the Customer or, if all this is not provided, the use of the specified Service, implies the acceptance of the provisions of these General Terms and Conditions and that the Customer accepts them as binding.

1.1.4. The parties may deviate from the provisions of this GTC in the individual Agreements by mutual consent within the framework of the applicable legal provisions. In these cases, the provisions of the individual Agreement that deviate from the provisions of this GTC shall have priority over the provisions of this GTC for the legal relationship between the parties.

1.1.5. The provisions of this GTC are applicable to all matters not regulated in the individual Agreement. If the special conditions of each Service (Chapter II of this GTC) derogate from the general conditions of the Services (Chapter I of this GTC), the provisions specified in the special conditions of each Service (Chapter II of this GTC) shall prevail. If the provisions of these GTCs and the individual Agreement regulate the same subject differently, the provisions of the individual Agreement have to be applied.

1.1.6. These General Terms and Conditions shall apply to Agreements concluded after their entry into force. The provisions of this GTC shall apply to Agreements concluded before the date of entry into force of this GTC if they have been accepted by the Customer during the modification of the individual Agreement.

1.1.7. The Service Provider is entitled to change this GTC at any time in accordance with the conditions set forth in clause 5 of this GTC. The amended GTC shall come into force after their publication on the Website. The Service Provider will send the Customer the previously valid versions of the GTC by e-mail upon the Customer’s request. The valid and previous versions of the GTC can be viewed at the registered office of the Service Provider and a copy of them can be requested for a fee.

1.1.8. In matters not regulated by these General Terms and Conditions, the relevant provisions of the Civil Code, the Toll Act and other legal acts related to the Services shall apply.

1.2. Basic terminology

1.2.1. The following capitalised terms in this GTC shall have the following meaning, if not expressly stated otherwise in this GTC or if not otherwise apparent from the context:

1.2.2. The terms in Clause II / B of this GTC used in connection with the TDO Service and the terms defined in the interpretation provisions of the Toll Act and the Decrees have – unless expressly stated otherwise in this GTC or the context requires other interpretations – the meanings defined in the legal regulations.

2. Description of Services

2.1. The Service Provider offers telematics products and Services for transport, logistics and agriculture purposes as well as related or associated additional Services for sale.

2.2. The types of Services are as follows:

2.3. Additional Services related to i-Fleet:

2.4. Additional TDO Services:

2.5. The Services are of modular structure, i.e. the Customer can choose to use one or more Services for each vehicle either separately or jointly, based on individual Agreements concluded for the respective Services.

2.6. Unless otherwise provided in these General Terms and Conditions, the Services can be divided. This means that the individual Agreements for each Service and each vehicle can be terminated separately. The legal consequences of a breach of an Agreement relating to any of the Services shall apply only to the Agreement concluded for that Service, unless the termination or partial application of the legal consequences would be contrary to the essential legal interest of the Service Provider. In this latter case, the Service Provider is entitled to terminate both the Agreements entered into for all the Customer’s vehicles and the Agreements concluded in connection with all the Services at the same time.

2.7. The termination of the Agreement shall not affect the previously concluded purchase contracts that have already been performed by the transfer of the On-board unit and by the payment of its purchase price and which have already been terminated due to the performance.

3. Pre-contractual Information

3.1. All descriptions of the Services available on the Website, all information provided by the Service Provider prior to entering into the Agreement, and all other information contained in this GTC form part of the information relating to the Services.

3.2. By sending a request for quotation, by accepting the offer of the Service Provider, by signing the Agreement or, in the absence thereof, by using the Services, the Customer confirms that it has read, understood and acknowledged the information related to the Services.

4. Entering into an Agreement

4.1. Depending on the Service, individual Agreements can be made between the parties:

4.2. The conclusion and the form of the individual Agreements are defined in the terms and conditions of the individual Services (Clause II of the GTC).

4.3. The language of the Agreement concluded between the parties is Hungarian. If the Service Provider sends the Agreement to the Customer in a foreign language at the Customer’s request, the Hungarian language version shall have priority in the interpretation of the Agreement; the foreign language version is intended for information purposes only.

5. Modification of the Agreement

5.1. The contracting parties can change the individual Agreements at any time by mutual consent. Amendments to the Agreement by mutual consent are subject to the same formalities as those applicable to the conclusion of the Agreement.

5.2. The Service Provider is entitled to unilaterally amend this GTC at any time if the amendments result in a favourable change for the Customer or if they serve to raise the standard of existing Services or to introduce new ones.

5.3. The Service Provider reserves the right to unilaterally amend these General Terms and Conditions with effect on the Agreements already concluded, if this is justified by changes in the legal regulations concerning the activities of the Service Provider, by an administrative decision or by other significant changes in the circumstances existing at the time the Agreement has been concluded.

5.4. The Service Provider is required to publish the amended GTC on its Website at least 15 days before they come into force and to inform the Customers it has contractual relations with simultaneously in writing or by e-mail about the amendment.

5.5. Until the date on which the change comes into force, the Customer can lodge a written objection to the change, which is disadvantageous to him. The amendment shall be deemed to have been accepted by the Customer if no objections are raised by the Customer by the date on which the amendment comes into force. If the Customer does not accept the amendment, either party is entitled to terminate the Agreement with immediate effect.

5.6. If the change has no adverse effect on the Customer in relation to the fees for the Service or the discounts given to the Customer, the Service Provider can demand reimbursement of the discounts granted to the Customer under the Agreement upon termination of the Agreement.

6. Termination of the Agreement

6.1. The Agreement is terminated as follows:

6.2. The parties have the right to terminate the Agreements concluded for each of the Services at any time by mutual consent.

6.3. Either party shall have the right to terminate this Agreement with immediate effect if the other party commits a significant breach of any of its material obligations under this Agreement and, despite being given written notice to that effect, fails to remedy such breach by the relevant extended deadline or fails to pay adequate compensation.

6.4. In case of termination by ordinary notice, the Agreement shall end at midnight on the last day of the notice period, and in case of immediate termination, the Agreement shall end at midnight on the day on which the notice of termination is received by the other party.

6.5. If the Service Provider terminates the Agreement due to a breach of contract committed by the Customer, the Service Provider shall not be liable to the Customer for damages resulting from its immediate termination.

7. Liability of the Service Provider

7.1. The liability of the Service Provider in respect of damages

7.1.1. In the event of a breach of the Agreement by the Service Provider, the Service Provider is liable for the diminution of the Customer’s assets. This is the actual incurred damage by which the Customer’s assets have been reduced as a result of the damage caused by the Service Provider.

7.1.2. Unless otherwise provided in this GTC, the Service Provider limits or excludes its liability for breach of the Agreement as follows:

7.1.3. The above-mentioned restrictions do not exclude liability for breaches of the Agreement caused intentionally, by gross negligence or criminal offence nor do they exclude liability for breaches of the Agreement for damage caused by harming human life, physical integrity and health

7.1.4. The Customer accepts and agrees that the fees for the Services have been determined subject to the above restrictions and that the disadvantage resulting from the restrictions will be fairly compensated by the advantage gained from the lower fees.

7.2. Warranty obligations of the Service Provider

7.2.1. The Service Provider provides a warranty for the On-board units and their accessories (with the exception of the built-in battery and the cable) distributed by the Service Provider, which have been purchased directly from the Service Provider or from a reseller in a contractual relationship with the Service Provider or from any of its contracted partners and installed by the Service Provider itself or by one of its contracted Service partners.

7.2.2. The warranty period is 1 year, for OBU S550 On-board units it is 3 years.

7.2.3. Under the terms of the warranty, the seller of the On-board unit is obliged to replace the On-board unit under warranty within 3 working days of purchase, provided that the fault prevents proper use and the buyer therefore makes a claim for replacement and the conditions for the enforcement of the warranty claim are met. During the replacement, the seller of the On-board unit must record the fault that occurred, the place and time of replacement on the warranty certificate. In case of replacement, the On-board unit and its accessories, the original packaging and the warranty certificate must be returned to the seller of the product.

7.2.4. After 3 working days from the date of purchase, but not later than within the warranty period, the buyer can enforce its warranty claim by notifying the Customer Service. The Service Provider is obliged to repair or – if this is not possible – to replace the On-board unit, provided that the following conditions for the enforcement of the warranty claim are complied with.

7.2.5. Conditions for the enforcement of a warranty claim:

7.2.6. In the event of repairs under the warranty, the warranty certificate must clearly state the following:

7.2.7. Reasons excluding the enforcement of a warranty claim:

7.2.8. The terms and conditions of the warranty, which are not regulated in this GTC, are determined by the current legal provisions on the mandatory warranty for consumer durables (Government Decree 151/2003 (IX.22.) on the mandatory warranty for certain consumer durables at the time of entry into force of this GTC), the provisions of which shall apply to both consumer and non-consumer Customers.

7.2.9. In case of a repair that is not covered by the warranty, the owner of the On-board unit shall bear the costs arising from the repair.

7.2.10. The Service Provider also provides a warranty with the same content as the manufacturer’s terms and conditions for additional equipment purchased directly from the Service Provider or from a reseller in contractual relationship with it or from other contracted partner, with the following exceptions.

7.2.11. In case of additional equipment that are sold independently, the examination, evaluation and fulfilment of the warranty claim will be performed at the registered office of the Service Provider after the equipment sent to the Service Provider by postal delivery or by hand has been tested.

7.2.12. In the case of additional equipment sold together with the request for installation, the checking and evaluation of the warranty and the fulfilment of the warranty claim will be carried out by the Service Provider, the Service Provider’s installation partner or its subcontractor at their premises.

7.3. Vis major

7.3.1. Force majeure refers to an unavoidable event that occur for a reason beyond the control of the affected party.

7.3.2. Neither party shall be liable for the non-fulfilment of its obligations under the Agreement or for defective or delayed fulfilment in the event it is caused by force majeure.

7.3.3. In the event of force majeure, the affected party must immediately inform the other party in writing of the delay, the expected duration of the delay and its consequences.

7.3.4. For the duration of the period of force majeure, the Service will be suspended to the extent to which the performance of the Agreement is not possible due to the force majeure event.

7.4. Insurance

The Service Provider has taken out liability insurance with Colonnade Insurance S.A. (1139 Budapest, Váci út 99.) to cover its liability for damages caused by breach of the Agreement.

8. Privacy Policy

8.1. The personal data provided by the Customer prior to the conclusion of the Agreement, during the conclusion of the Agreement and during the provision of the Services shall be processed by the Service Provider as data controller in accordance with the provisions of the General Data Protection Regulation 2016/679 of the European Parliament and of the Council (EU) (hereinafter referred to as: „GDPR”) and of the Act CXII of 2011 on the right of informational self-determination and on freedom of information.

8.2. The Customer gives an unrestricted guarantee that, prior to the transfer of personal data of third parties, the data subjects have been informed about the transfer of their data to the Service Provider and the conditions of privacy policy carried out by the Service Provider to which the data subjects have expressly given their prior consent.

8.3. The Customer accepts that the Employer, within the scope of its control powers under the Labour Code, is entitled to manage the current position and other data of the vehicles used by the employees during working hours in order to organize and coordinate the work more efficiently. Monitoring the whereabouts of employees outside of business hours requires the prior written consent of the employees.

8.4. The personal data provided by the Customer can be accessed by the Service Provider’s employees under the direct control of the Service Provider and the data processors involved in providing the Services in order to perform their duties, who shall keep treat the data confidentially in accordance with the Service Provider’s applicable internal rules and procedures. The Service Provider is only permitted to transfer the personal data to another party in exceptional cases, if the transfer of the data is necessary to fulfil the legal obligation applicable to the Service Provider.

8.5. The detailed conditions of the data processing performed by the Service Provider (scope of the processed data, purpose, legal basis, duration of the data processing, scope of the persons entitled to access the data, data processors involved in processing by the Service Provider, data transfer cases, technical and organizational measures for data security, rights in connection with data processing, etc.) are set out in the Privacy Policy which constitutes Annex 1 to this GTC.

8.6. Customer accepts that in relation to personal data (route data, other information provided about a specific person) that appears in the IT System of the Service Provider during the provision of the toll declaration operator’s Services, Customer is qualified as data controller and Service Provider is qualified as data processor. The Service Provider, as data processor, is only allowed to use the personal data made available to it for providing the Services, and it carries out, in relation to personal data, only the data processing operations specified in the Agreement and treats them only in accordance with the legal regulations and the Customer’s instructions.

8.7. The Customer acknowledges that, if required by EU or national legislation (in particular EU legislation on restrictions due to the war in Ukraine), the Service Provider will transfer the public data of the company (company name, address of registered office) to third parties in accordance with the provisions of the legislation.

8.8. The detailed conditions of the legal relationship between the parties for data processing are regulated in the Data Processing Agreement, which forms Annex 2 to this GTC.

9. Statements and notifications in connection with the Agreement

9.1. Except as otherwise provided in these General Terms and Conditions, the parties are only permitted to send their legal declarations, notices and inquiries in a legally valid manner in connection with the Agreement in writing, by postal letter, fax or e-mail to the notification address of the other party specified in the Agreement.

9.2. The written request submitted by the Customer must include the Customer’s name, contact information and the subject of the request.

9.3. In the cases specified in these General Terms and Conditions, the Customer can also make certain statements via the Website or by telephone.

10. Contact details of the Service Provider

10.1. The Service Provider operates a Customer Service department with the aim of informing Customers and managing matters relating to the conclusion and termination of Agreements, invoicing, error reports and the processing of complaints.

10.2. The contact details of the Customer Service department are as follows:

10.3. In case of questions regarding i-Fleet Service, please contact the Customer Service department under the contact details below:

10.4. The Service Provider operates a separate Call Center Service for handling complaints in connection with the TDO Service, which is operated from non-stop under the following contacts:

10.5. The Service Provider reserves the right to record voice calls received by the Customer Service or Call Center, and the caller must always be informed of this prior to the voice recording. If the caller does not agree to the voice recording, the matter can only be handled in person.

10.6. The Service Provider shall answer the administrative or technical questions submitted by the Customer as soon as possible in the same way as the question was received or, if necessary, the Service Provider shall inform the Customer at a specified later date. At the same time as informing the Customer, the Service Provider will do everything within its power to find a solution to the Customer’s problem as soon as possible.

10.7. If the data (registered office, company registration number and tax number), notification address or contact person or contact details of one party change, the other party must be notified immediately. Should the Service Provider change its address for notification, it must comply with its duty to inform as set out in this clause by publishing the GTC with the valid notification address on the Website. The party in breach of its obligation to provide information as set out in this clause shall be liable for the damage caused thereby to the other party and shall be obliged to bear its own damage.

11. Other provisions

11.1. Business secret

11.1.1. The parties mutually undertake to keep confidential the contents of the Agreement and information about the other party classified as business secrets, which became known to the other contracting party during the conclusion or performance of the Agreement, and they shall not disclose them to other unauthorized third parties and shall not make them available in any other way. This information will be used exclusively for the performance of the Agreements to the extent necessary to achieve this purpose, and will be made available only to their employees directly engaged in providing the Service or to their subcontractors involved in the Service and will not be misused in any other way.

11.1.2. The Customer separately undertakes to comply with the obligation of confidentiality in respect of the details of the Agreement, the technical content of the Service provided and the individual pricing. If this information becomes known to a third party for reasons for which the Customer can be proven to be responsible, the discount granted to the Customer shall no longer be valid and the Service Provider shall be entitled to charge the Customer the currently valid list price.

11.1.3. The Parties may use confidential information classified as a business secret only in duly justified cases with the prior written consent of the other Party in connection with the purpose that is outside the interest of the performance of the Agreement.

11.1.4. The parties are obliged to comply with the obligation of confidentiality both before conclusion of the Agreement, during the execution of the Agreement and also after termination of the Agreement without time limitation

11.1.5. In the event of a breach of obligation of confidentiality, the defaulting party shall bear civil and / or criminal liability.

11.1.6. It shall not be considered a breach of the obligation of confidentiality if either party provides information classified as a business secret to a competent court having relevant jurisdiction, to another authority or to another body in accordance with its legal obligation.

11.1.7. The Service Provider is entitled to refer to the fact – without any restriction- that the Customer belongs to its Customer base as a reference.

11.2. The parties‘ obligation of cooperation

In addition to the provisions agreed in the Agreement, the parties are bound to cooperate with each other also in general in order to fulfil the Agreement. To that effect, they shall provide each other with the information necessary for executing the Agreement in due time and ensure that further performance conditions have been created, and they shall inform each other immediately of any relevant circumstances that may affect the performance.

11.3. Transfer of the Agreement

11.3.1. In accordance with the provisions of the Civil Code governing the transfer of Agreements, the Service Provider is entitled to transfer the Agreement to another company belonging to the group of companies of the Service Provider or to transfer the Agreement to another company authorised to provide the given Service and which takes over the activities of the Service Provider in whole or in part, the Customer shall be deemed to have given its consent to such an action.
11.3.2. The Customer is not entitled to transfer its rights and obligations under any individual Agreements to a third party or to resell the Services to a third party without the prior written consent of the Service Provider.

11.4. Use of electronic data as evidence

The contracting parties agree that, under the expected security conditions, electronic data recorded on a durable and unchangeable data carrier shall constitute mutually accepted proof of communication between the contracting parties and the performance of the Agreement.

11.5. Settlement of legal disputes

The contracting parties shall endeavour to settle disputes arising from the Agreements primarily through non-judicial channels. If the negotiations between the parties do not result in an out-of-court settlement, either party has the right to resolve the legal dispute through judicial channels. Depending on the value in dispute, the parties appoint the exclusive competence and jurisdiction of the Central District Court of Buda and the Budapest Environs Regional Court to settle the legal dispute.

11.6. Governing law

In relation to this GTC and the individual agreements, the Parties stipulate the application of Hungarian law, therefore, the relevant provisions of the Civil Code, the Toll Act, Decrees and other Hungarian legal provisions governing the activities of the Service Provider under individual Agreements are applicable in particular.

II. SPECIAL TERMS AND CONDITIONS OF THE INDIVIDUAL SERVICES

A) Vehicle fleet tracking and fleet management Services (i-Fleet Service)

1. Description of the i-Fleet Service

1.1. Under the i-Fleet Service, the Service Provider provides the Customer with the installation and/or commissioning of On-board units and other additional equipment in the Customer’s vehicles as well as the use of the System that enables the real-time tracking and management of the Customer’s vehicles and the support of accounting and recording activities related to the use of the vehicle or related equipment (e.g. vehicle combination with trailer) by collecting, processing and transmitting certain information about the vehicle.

1.2. The Service Provider offers the i-Fleet Service in different Service packages, depending on the type of vehicle and the available features of the Service. For a general description and functions of each Service package, please refer to the Website.
1.3. The Service Provider delivers the Service for the geographical area specified in the individual Agreement.

1.4. The Service Provider reserves the right to alter any of the elements of the System, to change the content, the display, the accessibility of the Service and the user options, or to modify the software that enables access to the Service if the newly applied technical solution can provide the same or a higher level of Service than the replaced technical solution.

2. Terms of use of the i-Fleet Service

2.1. On-board unit

Customers can only use the i-Fleet Service if they are equipped with an On-board unit provided by the Service Provider, which has been professionally installed and is properly operated in the Customer’s vehicles. A vehicle tracking unit acquired from another Service Provider is only suitable for use of the Services if the Service Provider has made the specified vehicle tracking unit suitable for operation in its own IT System and has incorporated it into its System.

2.2 Satellite connection

The position of the vehicles is determined by the Global Positioning System (GPS) with an accuracy of 15 meters, and the Service Provider ensures the necessary satellite connection for the positioning.

2.3. IT Center

The Service Provider operates an IT center equipped with servers and applications necessary for the execution of the Services.

2.4. Data transfer connection

The On-board unit sends real-time data via the mobile telecommunications channel (GSM, GPRS) to the Service Provider’s central server, which the Service Provider delivers on the basis of contracts concluded with other electronic communications Service Providers.

2.5. Internet connection

In order to enable the Customer to access the data stored on the central server of the Service Provider, Internet access is required, which the Customer is obliged to provide.

2.6. Additional equipment

In order to collect certain information on the condition of the monitored vehicle, additional optional On-board equipment (e.g. display unit, fuel level sensor probe, operating hours meter, driver identification, door opening sensor, etc.) must be also properly installed and operated in addition to the On-board unit.

Conclusion of the i-Fleet Agreement

3.1. The conclusion of the Agreement can be initiated by both the Service Provider and the Customer.

3.2. The Agreement between the Service Provider and the Customer is entered into in writing or by e-mail as follows:

3.3. The Agreement is considered to have been concluded upon the signing of the individual Agreement by both parties.

4. Installation, operation and maintenance of On-board unit

4.1. Obligations of the Customer

4.1.1. In connection with the installation, operation and maintenance of On-board unit and equipment, the Customer is obliged

4.1.2. The Customer accepts that if the installation of a capacitive probe of individual size and production is necessary for the performance of the ordered Service, then the Customer must permit the installation of a probe individually manufactured and delivered by the Service Provider within 45 days from the conclusion of the Agreement following an individual inspection. Should the Customer not enable the Service Provider to install the probe within the above mentioned period, the Service Provider is entitled to invoice the Customer for the purchase price of the individual probe specified in the Agreement and to hand over the probe to the Customer or to send it to the Customer at the Customer’s expense.

4.1.3. The Customer has the possibility to place the car sticker provided by the Service Provider to the vehicles equipped with a vehicle tracking unit by the Service Provider (on the left rear of the vehicle, or if this is not possible, on the left or right side of the vehicle).

4.2. Obligation of the Service Provider

4.2.1. The Service Provider shall install the On-board unit and equipment procured by the Customer in the Customer’s vehicles within the period specified in the individual Agreement, but no later than within six weeks after the date of signing of the individual Agreement, provided that the Customer enables the Service Provider to install them within this period. If the Customer does not enable the installation in its vehicles within three months after signing the individual Agreement, the individual Agreement for the non-installed On-board unit and equipment cease to be in force without having to provide any further legal notice.

4.2.2. The Service Provider shall install the On-board unit and equipment at its own headquarters, with its own technicians or ensure the installation at the Service points contracted with the Service Provider. The Service Provider will undertake to perform the installation at a location other than the registered office of the Service Provider for a separate call-out fee, if the selected location complies with the technological regulations specified by the Service Provider.

4.2.3. Service Provider reserves the right, during the final on-site installation, to specify more precisely the configuration of the On-board unit and equipment necessary to use the Service in relation to the FMS Gateway, depending on which connection is permitted in the vehicle’s factory configuration.

4.2.4. The representatives of the Parties present shall prepare a protocol (worksheet) on the installation, in which they shall state the date and acceptance of the performance, on the basis of which the Service Provider will be entitled to invoice the fees incurred in connection with the installation.

4.2.5. During the term of the Agreement, the Service Provider shall ensure the appropriate maintenance, repair and replacement of the installed equipment at the headquarters of the Service Provider or at the premises of the Service Provider’s contractual partner, free of charge in case of a defect covered by the warranty and for a separate Service fee in case of a defect outside the warranty.

5. Use of the System

5.1. The Service Provider shall ensure the use of the System for the Customer after the Customer and the On-board unit and additional equipment have been registered on the central server, but at the latest within 3 working days after the installation of the On-board unit and equipment, that is the date of the beginning of the use of the Service.

5.2. The Customer, after being logged in to the System, can obtain information about the use of the System through the instruction materials available on the i-Fleet user interface.

5.3. The use of the System is not limited in time. The Service Provider ensures continuously the availability of the central server, for 24 hours a day, on every day of the year, with the exception of the average 30-minute duration of the automatic server checking in the morning. In case of extraordinary maintenance work, the Service Provider informs the Customer in advance via the i-Fleet interface about the date and expected duration of the maintenance.

5.4. The data of the last 3 months (6 months for data concerning waybills) are continuously available on the i-Fleet interface, the older data than these are archived, which the Service Provider keeps for a maximum duration of 5 years. If the Customer requires access to data older than 3 months, the Service Provider restores the archived data individually for a separate fee.
5.5. The Service Provider provides the Customer with the ID numbers required to access the central server via the Internet, the access path and administration interface of the central server, the company code, user name and password.

5.6. The Service Provider communicates the ID numbers only to the Customer. The Customer shall be obliged to keep the identifiers provided secret. The Customer shall be fully responsible for each use of the Service during where the access is made via its password (code).

5.7. The Customer is obliged to make the settings for which the Service Provider’s Customer Service provides professional consultation. In order to use the System efficiently, the Service Provider offers a one-time and comprehensive training during working hours at the Service Provider’s headquarters.

5.8. The following activities are considered not to be part of the consultation and training defined above: strategic planning, on-site installation, customization of the Customer’s workstation to the use of the Service, on-site training, recovery of archive data, and the Help desk Service related to the use of the System, for which the Service Provider is entitled to charge separate fees.

6. I-Fleet Service fees and payment terms

6.1. Service fees

6.1.1. The fees and costs to be paid for the Services specified in the Agreement are determined by the parties in the individual Agreement, taking into account the duration of the Service and the loyalty period undertaken by the Customer.

6.1.2. The Customer is obliged to pay the fees specified in the individual Agreement for the Service, the typical types of which are as follows:

6.2. Discounts

The Service Provider may grant the Customer a discount compared to the applicable list prices at any time if the Customer undertakes to use the Service for a certain period of time (loyalty discount).

6.3. Currency of payment

The fees stated in the individual Agreement are net prices expressed in Hungarian Forint (HUF) and do not include VAT. In exceptional cases, the parties may agree in the individual Agreement that payments will be made in Euro.

6.4. Invoicing

6.4.1. After installation, the Service Provider issues an invoice for the purchase price of the On-board unit, which is based on the performance certificate using the worksheet. If the On-board unit does not require installation from the Service Provider, the Service Provider will issue the invoice at the same time as the On-board unit is handed over.

6.4.2. The installation fee for the mounting of On-board unit and equipment will be invoiced after installation on the basis of the performance certificate using the worksheet.

6.4.3. The Service Provider shall invoice the Customer for the subscription fee, the traffic fee and other fees for each accounting period (monthly, quarterly, half-yearly or annually) determined in the individual Agreement as follows:

6.4.4. The Service Provider sends the invoices to the Customer by post or, in the case of electronically generated numbers, by e-mail to the contact data provided by the Customer in the individual Agreement.

6.4.5. The invoice shall be deemed to be received on the 5th working day after it has been sent. If the Customer does not receive the invoice within 15 days of the accounting period, he is obliged to notify the Customer Service within five days.

6.5. Term and method of payment

6.5.1. The Customer shall pay the invoiced amount within 10 calendar days from the date of the invoice by bank transfer to the bank account indicated on the invoice of the Service Provider or in any other way specified in the individual Agreement.

6.5.2. In exceptional cases, the Customer can pay its fee payable in cash at the cash desk of the Service Provider or by postal money transfer order.

6.5.3. The Service Provider shall primarily use the amounts received from the Customer to settle the invoice indicated by the Customer in the message field of the bank transfer order or the invoice identifiable on the basis of the transferred amount or, if this is not provided, the relevant amounts will be used to settle the invoice with the earliest due date.

6.5.4. The Customer can request information on the balance of its account from the Customer Service at any time using the telephone numbers available for financial and invoicing matters.

6.6. Legal consequences of late payment

6.6.1. If the Customer fails to meet the payment deadline, the Service Provider has the right to charge default interest in accordance with the provisions of the Civil Code for the period from the first day of the delay to the date of payment of the debt.

6.6.2. If the Customer does not pay the outstanding fees indicated on the invoice within the payment period specified, the Service Provider shall

7. Amendment of the i-Fleet Agreement

7.1. Increase of fees

7.1.1. The Service Provider is free to determine its pricing structure for the i-Fleet Service on the basis of its financial management and the circumstances that affect the Service, in particular in terms of its operating and maintenance costs.

7.1.2. The Service Provider is entitled to change its tariff unilaterally with effect from 1 January of each year, at most according to the rate of the consumer price index (inflation rate) published by the Hungarian Central Statistical Office for the previous year.

7.1.3. In addition, the Service Provider is entitled to change its tariff unilaterally at any time if the increase in its operating costs that exceeds the rate of inflation, the technical modernisation of the Service Provider’s IT network, the changes in legal regulations or decisions taken by authorities justify the change.

7.1.4. The Service Provider shall inform the Customer in writing or by e-mail at least 15 days before the change in Service fees comes into effect. If the Customer does not object to the modified pricing structure in writing prior to its entry into force, the modification shall be deemed accepted by the Customer. If the Customer objects to the changed tariff in writing before it enters into force, the parties shall consult on the amount of the tariff increase. If the negotiations do not result in an agreement on the change of the fees, both parties are entitled to terminate the i-Fleet Agreement with immediate effect.

7.2. Change of data

The Customer is obliged to inform the Service Provider in writing of any changes to its data within 8 days of the occurrence of the change. The Customer shall be required to inform the Service Provider in writing immediately after the commencement of the proceedings of any liquidation, winding-up or bankruptcy proceedings initiated against it. The Customer is liable for any damage resulting from the failure to comply with this obligation and the Service Provider is not liable for any damage that result therefrom.

7.3. Transcription

In case of a change in the person of the Customer due to inheritance or legal succession, the Customer or the heir (legal successor) is obliged to inform the Service Provider about the change within 8 days.
At the written request of the Customer or the heir (legal successor), the Service Provider shall amend the i-Fleet Agreement so that the Customer is replaced in the Agreement by the heir (legal successor). The application for transcription must be accompanied by a document (an order on the grant of probate or an order issued by the Court of Company Registration) stating in a credible way the fact of the inheritance (legal succession) and the details of the heir (legal successor).

7.4. Transfer of the Agreement

The Customer may only enter into a contract with the consent of the Service Provider, pursuant to which the Customer transfer its rights and obligations under the Agreement in full to a third party. The Customer is obliged to inform the Service Provider about the transfer within 8 days. In this case, the Customer is obliged to attach to the written request the transfer agreement, the third party’s commitment statement confirming that it agrees to be bound by the terms of the i-Fleet Agreement and the third party’s details. The Service Provider has the right to make the granting of its consent conditional upon the provision of financial or personal guarantee. In case the Service Provider gives its consent to the transfer, he will amend the Agreement so that the Customer is replaced by the receiving third party.

7.5. Dismantling and reinstallation

The dismounting of On-board units and equipment from one vehicle and their installation in another vehicle does not require, in itself, a change with respect to the Service Agreement, provided that the number of On-board units and equipment, the type of Service package and the fee remain unchanged. In this case, the parties must record the fact of dismantling and reassembly in writing or by e-mail, indicating the number plate or the specific identification code of the motor vehicles.

7.6. Change of payment terms

The Customer can initiate the change of the Service packages related to each vehicle in its fleet to a higher value Service package or the change of the invoicing period. In this case, the parties shall amend the Agreement by mutual consent.

7.8. Ordering additional Services

The Customer is also given the opportunity to order additional Services (e.g. mobile parking Service, servicing, development Service) and/or TDO Service in respect of vehicles in its fleet specified in the Agreement. In this case, the parties shall amend the Agreement by mutual consent or conclude a separate individual Agreement for the requested Service (e.g. development Agreement). When ordering additional Services for certain vehicles of the fleet defined in the Agreement, the duration of the additional Services is to be adjusted to the duration of the Agreement.

7.9. Fleet expansion

The Customer has the option of adding additional vehicles to its fleet as specified in the Agreement by purchasing, leasing and installing additional On-board units and equipment. In this case, the parties shall amend the Agreement by mutual consent. If not otherwise agreed by the Parties, the loyalty period in respect of the additional vehicles and the Service packages ordered for them will be the same as that laid down in the Agreement, however, the starting date of the loyalty period is the date on which the On-board unit and equipment installed in the relevant vehicle are registered on the central server, therefore, the loyalty period for each car does not terminate automatically upon the end of the contract period but it runs out separately for each car depending on the date of registration.

8. Restriction and suspension of the i-Fleet Service

8.1. Restriction of the Service

8.1.1. After the Service Provider has sent the Customer a warning about the legal consequences and at the same time it has notified the Customer, the Service Provider has the right to restrict the Customer’s access to the data generated during the provision of the Service by blocking the Customer’s access to the System if:

8.1.2. If the Customer eliminates the cause of the restriction, the Service Provider must restore the Service to the state prior to the restriction within 3 working days, and the Customer will be given retroactive access to the data generated during the period of restriction of the Service.

8.1.3. If the Service Provider restricts the Service due to a breach of the Agreement attributable to the Customer, the Customer is obliged to pay all fees payable under the Agreement, in view of the fact that the Service Provider continues to provide the Service and only restricts the Customer’s access to the data generated during the period of restriction.

8.2. Suspension of the Service for reasons concerning the interests of the Customer

8.2.1. After the Service Provider has sent the warning of the legal consequences to the Customer and at the same time notified it, it is entitled to stop (suspend) the provision of the Service if:

8.2.2. If the suspension occurs for a reason in the interest of the Customer, the duration of the suspension is considered to be part of the annual availability period. The suspension has no influence on the continuity of the legal relationship, but the length of the suspension will not be added to the duration of the fixed-term Agreement. If the Customer eliminates the cause of the suspension, the Service Provider will restart the Service. If the Service is suspended as described above, the Customer shall pay all fees payable under the Agreement.

8.3. Suspension of the Service for reasons concerning the interests of the Service Provider

8.3.1. The Service Provider is entitled, after having informed the Customer at least 8 days in advance, to stop (suspend) the Service in order to maintain any elements of the System, which may not exceed a maximum duration of 1 day per calendar month. The length of such suspension is included in the duration of the fixed-term Agreement.

8.3.2. If the suspension occurs for a reason which can be considered to be in the interests of the Service Provider (except for regular maintenance), the period of suspension is added to the duration of the fixed-term Agreement and the Customer is not obliged to pay a fee during the suspension period.

8.4. Suspension of the Service for reasons beyond the interest of the parties

The Service may be suspended for reasons beyond the interests of both parties (force majeure). If the reason for the suspension is beyond the interests of both parties, the Customer – during the period of suspension- is not obliged to pay a fee relating to the duration of the suspension.

9. Duration of the i-Fleet Agreement

9.1. Unless otherwise agreed, the contracting parties conclude the Agreement for a certain period of time, the duration of which shall be determined by the contracting parties in the individual Agreement.

9.2. The loyalty period undertaken by the Customer corresponds to the contract period for certain vehicles specified in the Agreement and the Service packages ordered for them, but the start date of the loyalty period is the date on which the On-board unit and equipment installed in the vehicle have been registered on the central server, Therefore, the loyalty period for each vehicle does not expire at the end of the contract period, but expires separately for each vehicle depending on the registration date.

9.3. The Customer undertakes not to exercise its right of termination by ordinary notice for each of its vehicles before the end of the loyalty period specified for the respective vehicles, but it can only terminate or suspend the Agreement for the respective vehicles by mutual consent with the Service Provider (loyalty period)

9.5. If the Agreement is terminated before the end of the loyalty period relating to a vehicle for reasons that are in the Customer’s interest, in particular if the Customer terminates the Agreement in respect of a vehicle by ordinary notice before the end of the loyalty period for that vehicle or if the Service Provider terminates the Agreement with immediate effect due to a breach of the Agreement by the Customer, in this case, the Customer is obliged to pay to the Service Provider the monthly fee discounts that the Customer has received for the respective vehicle during the specified Service period (i.e. the difference between the list price valid at the time of signing the Agreement and the monthly fee specified in the Agreement) in one amount.

9.6. If the Customer does not inform the Service Provider in writing at least 15 days before the end of the loyalty period that it does not intend to renew the Agreement in relation to the vehicle in question and continues to use the Service, the Agreement is considered to be converted for an indefinite period in relation to the vehicle in question without the need for further legal notification.

9.7. If the Agreement is converted for an indefinite period, the Customer is not entitled to use the discounts specified in the Agreement, but the Service Provider is entitled to charge fees according to the current list price specified in the Agreement.

10. Termination of the i-Fleet Agreement

10.1. Termination of the i-Fleet Agreement by the Customer

10.1.1. The Customer has the right to terminate the Agreement with effect from the expiration date by means of a written notice sent 15 days before the expiration of the definite period of the Agreement.

10.1.2. The Customer is entitled to terminate the Agreement in respect of the relevant vehicle at any time with effect from the last day of the second month following notification of termination by sending written notice to the Service Provider. The Customer accepts that if it terminates the Agreement in relation to a motor vehicle by ordinary notice before the end of the loyalty period for this motor vehicle, in this case the Customer is obliged to pay the amount specified in Clause 9.5. of this chapter to the Service Provider.

10.2. Termination of the i-Fleet Agreement by the Service Provider

10.2.1. The Service Provider is entitled to terminate the Agreement, which has been converted for an indefinite period, for the vehicle in question at any time with effect from the last day of the second month following the notification of the termination, by sending a written notice to the Customer.

10.2.2. It is considered a serious breach of the Agreement committed by the Customer and the Service Provider is entitled to terminate the Agreement with immediate effect, especially if

10.2.3. The termination of the Agreement does not release the Customer from the obligation to pay the fees incurred during the validity period of the Agreement.

10.2.4. After termination of the Agreement, the Service Provider will only enter into a new Agreement with the Customer if the Customer has no debts arising from the use of the Service in relation to fees or if the cancellation of the previous Agreement was not the result of a termination due to the fault of the Customer.

10.2.5. If the Service Provider terminates the Agreement in respect of a motor vehicle with immediate effect before the end of the loyalty period due to the Customer’s breach of contract, the Customer is obliged to pay the amount specified in Clause 9.5 of this chapter to the Service Provider.

10.3. Termination of the i-Fleet Agreement upon conclusion of a new Agreement

10.3.1. The Agreement shall also be deemed terminated by mutual consent of the parties, if the parties enter into a new fixed-term Agreement for vehicles belonging to the fleet specified in the Agreement, whereby the parties regulate their contractual relationship completely newly. In this case, the previous Agreements (previously concluded framework and ad hoc Agreement) concluded between the parties concerning the Services for the respective vehicles shall become invalid.

11. Error reporting, processing of complaints

11.1. The Customer can submit questions about the Service in writing, by e-mail or telephone and send requests, error reporting, complaints, reclamations about fees in connection with the Service in writing or by e-mail using the contact details of the Customer Service stated above.

11.2. In the event of a malfunction or shutdown of the central server, the Service Provider must begin to eliminate the error within 2 hours, in the case of another malfunction within 24 hours following the error has been reported and it finishes the error within 24 hours in case of a central server failure and within 5 working days in case of any other malfunctions.

11.3. In the event of failure to comply with the deadline undertaken to eliminate the error, the Service Provider is obliged to pay a penalty upon reporting the error, starting from the fifth working day after the error report has been submitted until the error is corrected. If the investigation or correction can only be carried out on site, at the premises of the Customer and at the time indicated by the Customer, or if the correction was not possible for reasons beyond the interest of the Service Provider, the deadline set for the correction of the error will be extended with the duration of the outage.

11.4. The Service Provider will investigate complaints about the quality of the Service submitted in writing or by e-mail, as well as complaints about the amount of the charged fee, and will inform the Customer in writing or by e-mail about the result of the investigation within 30 days after submission of the complaint. The complaint about the invoice has no suspensory effect on the obligation to pay the fee until the complaint is assessed by the Service Provider, the Customer is not entitled to withhold the invoiced fee. If the complaint or claim is rejected, the Service Provider sends the Customer a written response that includes the reasons for the rejection.

11.5. In case the complaint concerning the invoice is accepted, the Service Provider- in case of a monthly fee payment obligation, otherwise within 30 days after the request has been assessed- , will credit the difference in fees to the Customer’s account in one amount on the occasion of the next monthly accounting, or it will be reimbursed to the Customer by the Service Provider in one amount to the bank account indicated by the Customer in writing or by e-mail, provided that the Customer has no overdue debts to the Service Provider.

12. Liability of the Service Provider

12.1. The upper limit of the material liability of the Service Provider for damages caused during the installations that are performed by the Service Provider is the highest amount of the liability insurance used by the Service Provider, which currently amounts to HUF 50 million per damaging event.

12.2. The maximum amount of the Service Provider’s liability for damages resulting from additional costs incurred by the Customer due to a malfunction of the System is HUF 50,000 per damaging event.

B) i-Fleet additional Services

1. Common rules for i-Fleet additional Services

1.1. Simultaneously with or after conclusion of the i-Fleet Agreement, the Customer can use the additional i-Fleet additional Services specified in this B) Clause related to or in connection with the i-Fleet Service, based on the Agreement concluded with the Service Provider or on the amendment to the Agreement.

1.2. The provisions as set out in the i-Fleet Agreement shall apply to the conclusion of the Agreement for the additional Service.

2. Purchase transaction of On-board unit

2.2. In case of purchase and sale of On-board unit, the Service Provider sells to the Customer the On-board unit and equipment specified in the individual Agreement, which the Customer buys at the purchase price specified in the individual Agreement.

2.3. The type, number and purchase price of the On-board unit and equipment purchased by the Customer are included in the individual Agreement.

2.4. The Service Provider issues an invoice for the purchase price upon conclusion of the Agreement. Otherwise, the provisions of the i-Fleet Agreement shall apply mutatis mutandis to invoicing and payment.

2.5. The Service Provider retains the ownership of the On-board unit and equipment until the full purchase price has been paid, i.e. the Customer becomes the owner of the On-board unit and equipment only after the full purchase price has been paid and the Customer can it only thereafter treat as its property.

2.6. The SIM card inserted in the On-board unit, which provides the mobile data transmission connection necessary for the operation of the System, does not constitute the subject of the purchase transaction, it remains the property of the Service Provider and the Customer is obliged to return it to the Service Provider within 15 days of the termination of the Agreement. If the Customer fails to do so, the Service Provider is entitled to charge a card replacement fee of HUF 5,000 + VAT per card.

3. Leasing of On-board unit

3.1. In the case of leasing the On-board unit, the Service Provider lets the unit on a lease for a certain period of time and the Customer leases the On-board unit and optional additional equipment specified in the individual Agreement which the Customer leases for the leasing fee specified in the individual Agreement.

3.2. The duration of the lease, the type, the number and leasing fee of the leased On-board unit and equipment are included in the individual Agreement.

3.3. The leasing fee will be invoiced monthly in advance after the installation.

3.4. The Service Provider is entitled to check the operation of the leased On-board units and equipment at any time during the period of the Agreement at a time agreed in advance by the parties.

3.5. During the period of the Agreement, the Customer is obliged to protect the condition of the leased On-board units and equipment. If the leased units and equipment become unsuitable for the intended use for reasons attributable to the Customer, the Service Provider shall replace the leased units and equipment. However, the Customer must reimburse the Service Provider for the value of the leased units and equipment as stated in the Agreement.

3.6. The Customer is obliged to return the leased units and equipment to the Service Provider after termination of the Agreement in a condition suitable for the intended use. If the Customer fails to do so, it is obliged to pay the value of the leased units and equipment as stated in the Agreement to the Service Provider.

3.6. The Customer accepts that the fuel level measurement probes installed in its vehicles are unique products manufactured to the parameters of the relevant vehicle. The Customer is therefore obliged to purchase the products and pay their purchase price, unless the parties have agreed otherwise.

3.7. In all other cases, the provisions of the i-Fleet Agreement shall apply mutatis mutandis to the installation and maintenance of the leased equipment, the use of the System, the invoicing and payment and the termination of the Agreement.

4. Testing Services

4.1. If the parties have agreed on testing Services, the Service Provider provides the Customer with the installation of the On-board unit specified in the individual Agreement and the use of the System for a certain period of time.

4.2. The duration of the testing period, the type and number of On-board unit and equipment to be tested are detailed in the individual Agreement.

4.3. The Service Provider installs the devices to be tested with its own technicians within 2 weeks after signing the Agreement.

4.4. During the implementation of the test service, it is the Customer’s responsibility and task to specify the connection points. The Service Provider is not liable for any consequences that can be attributed to the connection to the connection points specified by the Customer

4.5. During the term of the Agreement, the Customer is obliged to protect the condition of the units and equipment handed over for testing. If the tested units and equipment become unsuitable for the intended use for reasons for which the Customer is responsible, the Service Provider shall replace the tested equipment. However, the Customer shall reimburse the Service Provider for the value of the tested units and equipment as specified in the Agreement.

4.5. The tested units and equipment remain the property of the Service Provider throughout the duration of the Agreement and the Customer is obliged to return them to the Service Provider in a condition suitable for their intended use at the termination of the Agreement, unless the parties conclude a purchase or lease Agreement for the installed equipment and devices at the end of the testing period. If the Customer does not comply with its obligation to return them, it must pay the value of the tested units and equipment as stated in the Agreement to the Service Provider.

4.6. Otherwise, the provisions of the i-Fleet Agreement shall apply mutatis mutandis to the installation and maintenance of the units and equipment to be tested, to the use of the System and to the termination of the Agreement.

5. Mobile parking Service

5.1. In the case of mobile parking Services, the Service Provider, as reseller, resells the mobile parking Services offered by National Mobile Payment Plc (NMP) to the Customer.

5.2. Conditions of use of the Service:

5.3. The Service Provider shall make the Service available to the Customer from the next day after the amount of the security deposit has been credited to the Service Provider’s account.

5.4. The Service Provider transfers the parking Service provided by NMP to the Customer in such a way that, after switching off the ignition of the vehicle equipped with the On-board unit, the parking zone corresponding to the current position of the vehicle is displayed by locating the position of the vehicle in the connected cell phone application, then the cell phone application can be used to start parking, to maintain the parking process while the vehicle remains on the parking space and to stop the parking when the vehicle leaves the parking zone. The Service Provider transmits the data on the current position of the vehicle to the NMP via its own IT System, however, the actual starting and stopping of mobile parking is performed using the cell phone application, depending on the Customer’s intention.

5.5. The start and stop of the Service is clearly confirmed by the Service Provider’s IT System via the GPS device installed in the Customer’s vehicle and via the cell phone application. Should the start of the Service not be confirmed, the Customer is obliged to pay the parking fee by other means.

5.6. The Service Provider delivers the Service only in the parking zones for which a Service contract between NMP and the respective local government or parking company is in force.

5.7. The Service Provider places the Service at the Customer’s disposal for a Service fee and convenience fee specified in the individual Agreement.

5.8. The service fee is a fixed sum to be paid monthly. The obligation to pay the fee is independent of the actual use of the Service by the Customer. Therefore, the Customer is obliged to pay the Service fee even if the Service is not used by it for reasons not attributable to the Service Provider or the parking Service provided by NMP is temporarily unavailable (e.g. deregistration of the vehicle, interruption of the vehicle due to an accident or natural disaster, sale of the vehicle, malfunction of the IT System of NMP etc.)

5.9. In addition to the Service fee, the Customer is obliged to pay the so-called convenience fee charged by the respective parking Service Provider for all actual parking transactions falling within the scope of Services.

5.10. In addition to the Service fee and the convenience fee, a time-dependent parking fee required at the specific locations is charged for the duration of the actual parking process, which is determined by the respective parking Service Provider.

5.11. The Customer accepts that the parking fee to be paid in the parking zones and the convenience fee are determined by third parties independent of the Service Provider or by legal regulations, so that their extent can change independently of the Service Provider.

5.12. The Service Provider will issue an invoice for the Service fee, the convenience fee and the parking fee by the 10th day of the month following the respective month, which it will send to the Customer.

5.13. The Customer is obliged to pay the amount of the deposit indicated in the individual Agreement to the Service Provider. The payment of the deposit constitutes a prerequisite for the use of the Service. The Service Provider is entitled to satisfy its financial claim arising from the Agreement under any title directly from the amount of the deposit. In this case, the Customer is obliged to increase the deposit to the originally determined amount within 15 days of the Service Provider’s request in this regard. If the Customer fails to do so, the Service Provider is entitled to terminate this Agreement with immediate effect. Service Provider is entitled to review the amount of the deposit annually based on the Customer’s use of the Service and to increase the amount of the deposit up to a maximum of the total amount of the previous 3-month Service fee. In this case, the Customer is obliged to supplement the deposit to the amount increased by the Service Provider within 15 days of a written request to that effect from the Service Provider. A serious breach of the Agreement is deemed to have occurred if the Customer does not supplement the amount of the deposit to the amount stated in the written request within 15 days of receipt of the relevant written request from the Service Provider.

5.14. The duration of the mobile parking Service is adjusted to the duration of the i-Fleet Agreement for the respective vehicle.

5.15. The Customer accepts that the territory of Hungary is not fully covered by the mobile operators or by the mobile parking Service. The Service Provider is not liable for any damage caused by errors in the operation of the system of NMP or by the unavailability of its functioning.

5.16. The legal relationship between the parties includes the legal provisions on the use of the national mobile payment system operated by NMP that define its content and details, in particular the Act CC of 2011 on the national mobile payment system and the government decree 356/2012 (13.XII) on its implementation as well as the general terms and conditions, the privacy policy and other legally relevant documents of NMP that can be read on or downloaded from the website of NMP and which the Customer accepts to be bound by.

5.17. Otherwise, the provisions of the i-Fleet Agreement shall apply mutatis mutandis to invoicing and payment, amendment and termination of the Agreement.

6. Development Services

6.1. If development Services are required, the Service Provider provides the Customer with software development, data migration or other professional consulting Services in connection with the i-Fleet Service, which are specified in the individual Agreement.

6.2. The requirements specification, the implementation schedule, the fee, the costs and the due date of the Service are included in the individual Agreement.

6.3. After the requirements contained in the specification have been fulfilled by the Service Provider and the development has been handed over to the Customer, the Service Provider undertakes to correct the errors free of charge for a maximum of 6 months. After this period, the Service Provider will correct errors that occur during the operation of the development or carry out further development work only for a separate fee.

6.4. In all other cases, the provisions of the i-Fleet Agreement shall apply mutatis mutandis to invoicing and payment and termination of the Agreement.

7. Service activities

7.1. Servicing: The Service Provider performs the Service activities specified in the individual Agreement (installation, commissioning and dismantling of On-board unit and equipment, their dismantling and installation in another vehicle, their repair that falls outside the scope of the warranty) for the Customer in connection with the i-Fleet Service in exchange for which the Customer is obliged to pay the installation fee specified in the individual Agreement.

7.2. The installation fee for the mounting of On-board unit and equipment will be invoiced after installation on the basis of the performance certificate using the worksheet.

7.3. Otherwise, the relevant provisions of the i-Fleet Agreement shall apply mutatis mutandis to the parties‘ obligations regarding the installation of units and equipment, invoicing and payment, and termination of the Agreement.

C) Toll declaration operator’s Services (TDO Service)

1. Description of the TDO Service

1.1. Electronic toll system

1.1.1. With regard to specific parts of the Hungarian road network, the Toll Act introduced a distance-based electronic toll system for cargo vehicles with a maximum permissible gross weight exceeding 3.5 tons.

1.1.2. Primarily the contracted toll payer or, in the absence thereof, the registered owner of the tolled motor vehicle or the road user is responsible for ensuring that the toll vehicle has a valid road use authorization during road traffic.

1.1.3. One of the toll payment options is that the Customer subject to toll payment equips its tolled motor vehicle with an On-board unit suitable for supporting the electronic toll declaration and, using a technical Service Provider (toll declaration operator), electronically transfers the data to the NTPS acting as bound toll service provider, on the basis of which the NTPS collects the toll directly from the Customer subject to toll payment.

1.1.4. The following figure shows the contractual legal relations between the participants:

1.1.5. The terms of this GTC regulate the contractual relationship between the Customer subject to toll payment and the Service Provider as toll declaration operator.

1.1.6. With regard to the issues concerning the TDO Service not regulated or not regulated in detail in this GTC, the relevant applicable provisions of the general terms and conditions applied by NTPS to individual contracts to be concluded („NTPS User’s GTC”) for the use of the pay-as-you-go electronic toll collection system as well as the relevant applicable provisions of the general terms and conditions in relation to individual contracts for Data Reports to be provided by the toll declaration operators („NTPS Toll Declaration Operators‘ GTC”) shall apply.

2. Definition of the TDO Service

2.1. The Service Provider- as a toll declaration operator- undertakes to continuously fulfil the obligation to submit data reports necessary for toll declaration on behalf of the Customer subject to toll payment as its performance assistant, in a way, that, if, according to the location data transferred to the Service Provider’s IT System via mobile data transmission connection from the On-board unit installed in the vehicle registered by the Customer, the Customer applies for a Road Use Authorization for a basic toll section, then the Service Provider compiles the Data Reports necessary for toll declaration and continuously forwards them to the NTPS, through the Interface provided by the NTPS, in accordance with the terms as stated in the NTPS Toll Declaration Operators’ GTC.

2.2. It is the sole task of the Service Provider to determine the position of the vehicle and on this basis to submit Data Reports on the use of the tolled road section, the provision of all relevant necessary technical equipment and systems required for this purpose is the responsibility of the Service Provider or its contracted performance partner.

2.3. The Service covers the submission of data reports on the use of tolled road sections within the borders of Hungary.

2. Conditions for using the TDO Service

2.1. On-board unit suitable for supporting the toll declaration

2.1.1. In order to be able to use the TDO Service, the Customer must have an On-board unit that is suitable for carrying out the processes required to support the electronic toll declaration and that transmits the data required for the declaration directly to the IT System of the Service Provider.

2.1.2. The Service Provider issues a unique device identification number (OBU Registration code) and a PIN code (OBU pin) to the On-board unit, which are suitable for the data transmission required for toll declaration and which data the Customer must register in the electronic toll system

2.1.3. If the requirements and expectations for the electronic toll system or for submission data reports change after the OBU registration code has been issued, the Service Provider is entitled to withdraw the suitability of the On-board unit in view of the changed technical requirements or make the maintenance of validity of the OBU Registration code subject to implementation of technical, maintenance and other conditions.

2.1.4. If the maintenance and modifications required by the Service Provider have not been carried out within the specified period for reasons within the Customer’s interest, the Service Provider is entitled to suspend the TDO Service, and the Customer shall bear all risks associated with such suspension, the Service Provider shall not be liable in this regard

2.2. Registration of the tolled motor vehicle

2.2.1. The Customer must register its tolled motor vehicle in the electronic toll system.

2.2.2. The vehicle can be pre-registered in the registration menu of the HU-GO Kiosk operated at the points of sale by entering the vehicle data. In this case, the Service Provider will authenticate the vehicle in the electronic toll system. The pre-registration must be completed and finalized with the registration of the Customer in the HU-GO Portal.

2.2.3. The complete registration of the vehicle can be carried out on the HU-GO Portal (https://www.hu-go.hu) by entering the data of the Customer and the vehicle and by accepting the NTPS User’s General Terms and Conditions, on the basis of which a contract on the use of the electronic toll Service system is concluded between the Customer and the NTPS and the entire range of Services can be used in accordance with the provisions of the NTPS User’s GTC. The full registration of the vehicle can also be completed later after the pre-registration.

2.3. Adding the On-board unit to the registered vehicle

2.3.1. The Customer must add the On-board unit to its registered vehicle in the registration menu of the HU-GO kiosk or in the HU-GO Portal by entering the OBU Registration code and OBU PIN issued by the Service Provider. A detailed description of how to register On-board units can be found in the Registration Manual handed over to the Customer when purchasing the On-board unit.

2.4. Provision of the coverage required to pay the toll.

In order to create the Road Use Authorization, the Customer must always provide the necessary coverage for the payment of the toll by topping up the technical current account of the registered vehicle.

2.4. Other conditions

In addition to the foregoing, the conditions set out in clauses 2.2.-2.5. Chapter II/A of this GTC are also required for the use of the TDO Service.

3. The conclusion of the TDO Agreement

3.1. The TDO Agreement in relation to the respective vehicle is concluded between the parties upon successful registration of the On-board unit added to the vehicle. The registration will be considered successful only if the OBU Registration code and the PIN code entered by the Customer are accepted by the toll system after checking.

3.2. The TDO Agreement can exceptionally be concluded in writing between the parties by signing an individual Agreement.

3. Obligations of the Customer

3.1. The obligations relating to the installation, operation and maintenance of the On-board unit specified in the clause 4.1.1. of chapter II/A of this GTC shall also be borne by the Customer in relation to the TDO Service, with the exception that the Customer can arrange itself for the professional installation of the On-board unit, which can be operated from a cigarette lighter in the vehicle.

3.2. Every time the car is started, the Customer is obliged to check the functionality of the On-board unit before beginning the road usage with the vehicle and to monitor its functionality during the whole road traffic.

3.3. The Customer is obliged to ensure that the Motor Vehicle always travels with a functional On-board unit on both toll and non-toll road sections.

3.4. If the Customer detects a defect in the On-board unit, it is obliged to immediately inform the Service Provider about the defect and to interrupt the road traffic with the vehicle immediately according to the rules of road traffic. If the error cannot be corrected, the Customer is obliged to continue the road traffic by purchasing a route ticket. The Service Provider cannot be held liable for any damages caused to the Customer as a result of the breach of the obligations provided for in this clause, in particular for the fine imposed on the Customer for unauthorized use of the road.

3.5. If the Service Provider has informed the Customer about a GPS error in the On-board unit, the Customer is obliged, depending on the error, to purchase a route ticket as of the above-mentioned date in order to ensure its road use authorization.

3.6. If the Service Provider has fulfilled its obligation of notification within the stipulated period in a provable manner, but the Customer has nevertheless not arranged for the purchase of the route ticket and has not cancelled the assignment of the On-board unit to the registered vehicle, in this case the Service Provider is not liable for fines imposed on the Customer or for multiple toll payments due to the resulting unauthorized road use.

3.7. If the Customer’s tolled motor vehicle is transported on the platform of another tolled motor vehicle, the Service Provider is not liable for any resulting damage to the Customer (deduction of the toll from the balance).

3.8. When the transported vehicle returns to road traffic, it is the Customer’s responsibility to re-register the On-board unit (assignment to a vehicle) so that the On-board unit sends the signal to the Service Provider again. The Service Provider is not bound to take responsibility for any damage resulting from the non-observance of this requirement.

3.9. The Customer accepts that if data are received from the On-board unit, the Service Provider is obliged to fulfil its obligation to perform the data reporting, it has no discretion in this area. If the Customer does not ensure the termination of the assignment of the On-board unit to the registered vehicle, the Service Provider shall provide Data Reports on the basis of which the NTPS shall levy tolls on the Customer.

3.10. The Service Provider shall not be liable for damages incurred by the Customer, in particular not for the fine levied on the Customer as a result of unauthorised road use, if such damages are due to the Customer’s failure to comply with its obligations in terms of maintenance, protection of the condition, maintenance of functionality and reporting the malfunction of the On-board unit. The Service Provider is also not liable for damages that the Customer suffers as a result of the Customer’s failure to de-register the On-board unit and to purchase a route ticket while the vehicle is being transported, as required above.

3.11. If, for a reason attributable to the Customer, the Customer does not ensure the continuous operation of the On-Board Unit, in particular, the it arbitrarily blocks – for a shorter or longer period of time – the power supply to the On-Board Unit during road use or otherwise influences the ability of the On-Board Unit to send Data Reports, and this can induce the execution of the so-called „Skipping Report“, which can lead to a toll declaration using Skipped Section Matching and based on the presumed road use. The Service Provider cannot be held responsible for the toll payment based on the presumed road use nor for the fine imposed on the Customer for this reason.

3.12. The Customer accepts that the registration process in relation to the vehicle is deemed to have been completed successfully when the data provided by the Customer (the specific identification code generated by the Service Provider for the On-board unit providing location identification data) has been confirmed by the Service Provider against the NTPS. It is the responsibility of the Customer to enter the registration information correctly. If the data is entered incorrectly, the Service Provider will send an „unsuccessful“ reply to the request received from the NTPS.

3.13. The Customer accepts that the classification of a vehicle into a JDB class based on its axle number (JDB) constitutes an essential element of the toll payable for the use of tolled road sections. It is the Customer’s responsibility to ensure that the starting and continuing of road use is always carried out with a currently valid JDB class that corresponds to the actual condition of the vehicle at the time of road use.

3.14. The Service Provider undertakes to perform the JDB change (JDB setting) towards the NTPS only after the Service Provider has approved the request for the JDB setting in relation to the given On-board unit. If, during registration in the HU-GO Portal, in case of registration of a new vehicle, the Customer switches to the „Through a Toll Declaration Operator“ position in the JDB setting data table, and in case of a previously registered vehicle it switches among the data registered in the HU-GO Portal from the „Through the Hugo Portal“ JDB setting to the „Through a Toll Declaration Operator “ JDB setting, it is considered to be the Customer’s request for the use of the JDB setting Service. The Service Provider accepts the Customer’s request for a JDB setting by confirming the registration request or the request for changing the registered data towards the NTPS.

3.15. When registering on the HU-GO Portal, the Customer is obliged to provide the contact details through which the Service Provider can comply with its notification obligation to the Customer and is obliged to report any changes to the data provided. The Service Provider shall not be liable for damages resulting from incorrectly provided contact data or from failure to report changes to the provided contact data, in particular for fines levied for unauthorised road use due to the resulting failed notifications.

3.16. The receipt of notifications sent by the Service Provider falls under the responsibility of the Customer. Service Provider shall be released from its liability for damages in the event if the Customer demonstrably has not accepted the notifications sent by Service Provider or has not acted in accordance with the measures stated in the notification and as a result, he sustains damage or will be fined by the authorities.

3.17. The Customer accepts that the Service Provider cannot send data report if more than 15 days (15 x 24 hours) have passed between the use of the Tolled road section and the date of the submission of Data Reports on its use. If the Customer is aware of a circumstance which makes it likely that no data will be transmitted by the On-board unit in relation to the vehicle for more than 25 days (e.g. it is staying abroad without roaming, it is currently being serviced etc.), it is obliged to ensure in good time – if necessary by involving the Service Provider – that all road usage data stored in the On-board unit and required for the submission of Data Reports have been transmitted to the processing system of the Service Provider before the time at which the communication from the On-board unit is expected to be interrupted. The Service Provider shall not indemnify the Customer for damages incurred by the Customer due to the breach of its obligation mentioned herein, including any fine imposed if the failure to submit Data Report is not attributable to the Service Provider.

3.18. Should the Customer fail to comply with any of its obligations to the Service Provider contained in this GTC and the Service Provider sustains damage as a result, the Customer shall indemnify the Service Provider for the damage. This does not apply to damages that are covered by the liability insurance of the Service Provider and are reimbursed by the insurance company.

4. Obligations of the Service Provider

4.1. The Service Provider declares that in accordance with the Toll Act and the Toll Act Implementing Decrees it has concluded an agreement with the NTPS on performing toll declaration operator activities, on the basis of which the Service Provider is entitled to perform toll declaration operator activities with effect from the Commencement Date specified in the Accession Licence issued by the NTPS.

4.2. The Service Provider shall perform the data reporting at any time in accordance with the Toll Act, the Decrees, the other relevant legal provisions, the NTPS General Terms and Conditions of Individual Agreements on the Reporting of Data by Toll Declaration Operators and the professional, technical conditions and regulations stipulated in the individual agreement on reporting of data by toll declaration operators concluded with the NTPS.

4.3. The Customer accepts that the Service Provider is obliged to send Data Reports only for the tolled motor vehicle(s) the Customer has decided to involve in the reporting of data and which has/have been successfully registered by the Customer at the NTPS and has/have been successfully assigned to the On-board unit.

4.4. With regard to the vehicles registered by the Customer, the commencement date of data reporting is the date of successful completion of the registration of the respective vehicle and the assigned On-board unit with the NTPS, which has also been confirmed by the Service Provider.

4.5. Within the framework of submission Data Reports, the Service Provider shall continuously notify the NTPS if the Customer applies for Road Usage Right for a given Toll Road with respect to its tolled motor vehicle identified by the On-board unit. In this framework, the Service Provider processes the data received from the On-board unit into the IT System of the Service Provider on the basis of the toll payment principles established by the NTPS and as a result of which the Toll Declaration
Operator establishes whether a Single Tolled Road Section was used and, at the same time, informs the NTPS in the required form, manner and content.

4.6. The Customer accepts that in the event that the On-board unit registered by the Customer is banned from the toll system by the NTPS in accordance with the rules applicable to it (black list), the NTPS shall inform the Service Provider thereof. In this case, the Service Provider is obliged to stop submitting Data Reports no later than 24 hours after the first route ticket request has been rejected by the Toll System, where the reason for the rejection was that the On-board unit has been blacklisted. If the submission of Data Reports is stopped for such a reason, the Service Provider shall not be obliged to notify the Customer thereof.

4.7. The Service Provider shall retain the data recorded in its IT System regarding the vehicles registered by the Customer for the period specified in the NTPS Toll Declaration Operators’ GTS. If, within the data-archiving period specified herein, the NTPS notifies the Service Provider of any complaint handling proceedings or legal disputes pending with respect to the Customer, the Service Provider shall retain and archive the relevant Customer data until further notice on the closing of such complaint management proceedings or legal dispute. The Customer further accepts that, within the data-archiving period, the Service Provider shall disclose the data to the NTPS in cases specified by law or in the contract concluded with the NTPS, in the form and with the data content specified by the NTPS.

4.8. The Service Provider is bound by the obligation to notify the Customer under the following conditions:

4.8.1. The Service Provider shall notify the Customer of the OBU fault within 10 minutes of becoming aware of the defect; the notice shall be sent by e-mail, SMS and telephone. The notice shall specify the time of fault detection, a short description of the fault and data required to identify the vehicle affected (number plate).The Service Provider shall not be obliged to send a notice unless, based on the specific features of the OBU and the system, the malfunction of the unit can be identified without any doubt or with a high likelihood (for example, with regard to a continuous OBU operation where no ignition is required for operation).

4.8.2. If the Service Provider has informed the Customer about the fault of a particular On-board unit as described above, the Service Provider shall notify the Customer of the end of the OBU fault within 10 minutes of becoming aware of it. The notice shall specify the time and fact of the fault resolution, a short description of the fault and the number plate of the vehicle affected. In accordance with the foregoing, in case of fault resolution, the Service Provider shall not be obliged to send a notice unless, based on the specific features of the OBU and the system, the end of the malfunction can be identified without any doubt or with a high likelihood (for example, with regard to a continuous OBU where no ignition is required for operation).

4.8.3. In case the Service Provider is required, if the relevant conditions specified by the NTPS are met, to send a so-called skipping report to the NTPS, the NTPS shall check the skipping report submitted by the Service Provider and send a confirmation thereof to the Service Provider. The Service Provider shall notify the Customer within 5 minutes of the confirmation with the following data content:

4.8.4. In addition to sending the mandatory Skipping Report, the task and responsibility of the Service Provider in this area extends only up to the notification of the Customer. The Customer may raise an objection / appeal against the Skipping directly to the NTPS. The Service Provider does not handle the complaint received from the Customer regarding the Skipping.

4.8.5. The Service Provider shall be obliged to fulfil its notification duties towards the Customer, which is stipulated to it by the NTPS, to the person to be notified who is registered in the UD Toll System in respect of a Motor Vehicle as a person entitled to be notified at the time of sending the notification along with the contact data specified therein.

4.8.6. The Service Provider shall notify the Customer affected by the suspension or termination at least 3 working days prior to the suspension of the Service or termination of the Agreement by e-mail and telephone call made to the person to be notified. The notification shall include the number plate of the vehicle affected by the suspension or termination of the Agreement, the registration code of the relevant On-board unit, the commencement date of the suspension or termination of the Agreement and a warning to the Customer that it is obliged to purchase a route ticket due to the suspension or termination of the Agreement and in addition, the fact that if the Customer fails to buy the route ticket, it results in unauthorized road use.

4.8.7. If the Service Provider restarts the suspended Data Reports in relation to the Customer after the reason for the suspension has ceased to exist, as a part of the restart of sending Data Reports respectively the continuation or the restart of sending Data Reports based on the respective On-board unit, the Service Provider must notify the Customer by e-mail and telephone call at least 5 hours before the restart; the notification shall include the date of Service restart in relation to Data Report, the plate number of the vehicle(s) concerned and the assigned OBU registration codes. Until the Data Reports specified in the notification has been restarted, the Customer is obliged to buy route ticket for the vehicle affected. The Service Provider is not liable for any damages -including any fines imposed- that result from the failure to purchase the Route Ticket

5. Costs of the TDO Service

5.1. Based on the data reports provided by the Service Provider, the NTPS collects the toll directly from the Customer.

5.2. The Customer shall not be obliged to pay a fee to the Service Provider in return for the TDO Service

5.3. The purchase price of the On-board unit includes the data traffic fees payable for the mobile data transmission service required to use the Service, for a period of 24 months from the date the On-board unit has been activated in the UD toll system.

5.4. Thereafter, the Customer shall pay the costs of the data traffic Service to the Service Provider on the basis of the Data Traffic contract to be concluded with the Service Provider. The terms and conditions of the Data Traffic contract are set out in the clause 2 of chapter II / D of this GTC.

6. Modification of the TDO Agreement

The Service Provider reserves the right to unilaterally change this GTC, also with effect on the already concluded TDO Agreements, if

7. Suspension of the TDO Service

7.1. The Service Provider is entitled to suspend the performance of the TDO Service if

7.2. The Customer accepts the obligation to purchase route ticket for road use starting from the date of suspension if the Data Report is suspended by the Service Provider. Failure to purchase a route ticket will lead to unauthorized road use and a fine may be imposed for which the Service Provider is by no means liable.

7.3. Once the reason for the interruption has ceased, the Service Provider restarts the Service.

7.4. It is the duty of the Service Provider to inform the Customer in advance about the interruption or restart of the Service.

8. Duration and termination of the TDO agreement

8.1. The Agreement is concluded for an indefinite period, if not otherwise agreed by the parties.

8.2. The parties are entitled to terminate the Agreement at any time by mutual consent.

8.3. Either party has the right to terminate the Agreement concluded for an indefinite period of time by giving 60 days‘ written notice to the other party. The period of notice begins on the day following the date of the acknowledgement of receipt thereof by the other Party and ends on the 60th day from the date of receipt.

8.4. The Service Provider is entitled to terminate the TDO- Agreement with a notice period of 15 days if

8.5. In case of a termination according to the above clause 8.4., the Service Provider shall notify the Customer and NTPS of the date of termination 15 days prior to the date of termination. The notification shall include the number plate of the Motor Vehicle, the identification information of the associated OBU, the commencement date of the termination, the reasons for the termination and the fact that, from the date of the termination, the Customer will be obliged to resort to other means in order to obtain a Road use authorization.

8.6. If the Service Provider terminates the Agreement due to a breach of contract attributable to the Customer or for reasons beyond the control of the parties, the Service Provider shall have no liability towards the Customer for any damages arising from the termination.

8.6. The Customer accepts its obligation to purchase the route ticket in relation to the use of the road from the date of termination, if the Service Provider terminates the Agreement by giving notice. Failure to purchase a route ticket will lead to unauthorized road use and a fine may be imposed for which the Service Provider is by no means liable.

9. Fault reporting, complaint handling proceeding
9.1. In connection with the TDO Service, the Service Provider operates a 24/7 Call Centre, which:

9.2. The contact details of the Call Centre can be found in Clause 10.4 Chapter I of this GTC.

9.3. If a Customer files a complaint with the Service Provider in connection with its activity as toll declaration operator (in particular with applying for Road Use Authorization or the operation of the related OBU), and contribution from the NTPS is not necessary for a proper investigation, the Service Provider shall respond to the complaint, on the merits of the complaint, in writing, at least within five business days of receipt, regardless of whether the Customer has submitted its complaint orally or in writing.

9.4. If contribution from the NTPS is necessary for a proper investigation of the Customer’s complaint, the Service Provider shall forward the relevant complaint to NTPS by e-mail. The NTPS shall send the result of its investigation to the Service Provider in writing within five working days following receipt of the complaint. The Service Provider, on its own behalf and based on the investigation of the NTPS, shall inform the Customer directly about the result of the investigation of the complaint in writing. At the same time, this notification shall also be sent in writing to the NTPS.

9.5. The Service Provider informs the Customer that if the Customer, based on its toll payment Agreement, submits a complaint to the NTPS and the NTPS requires contribution by the Service Provider in order to examine properly the Customer complaint, the complaint shall be sent by the NTPS also to the Service Provider. The Service Provider, within five working days following receipt of the complaint, shall inform the NTPS about the result of its investigation of the complaint in writing. The NTPS then, on its own behalf, shall inform the Customer directly about the result of the investigation. At the same time, this notification shall also be sent in writing to the Service Provider.

9.6. The Service Provider shall record all complaints received and constantly manage the most important data in relation to the complaint, in particular their status and whether the Service Provider has responded to the complaint, and if yes, when and in what form.

9.7. The Service Provider also informs the Customer that the NTPS or the Coordination Center for Transport Development can review the register kept by the Service Provider, the supporting e-mails and other documents or listen to the calls registered by the Call Centre in order to inspect the complaint management process

9.8. The Service Provider informs the Customer that if it is expressly requested by the Customer, the Service Provider shall consult the NTPS with respect to the method of handling the complaint.

10. Liability of the Service Provider

10.1. If the Service Provider sends defective or insufficient data reports to the NTPS based on the data received from the Customer’s properly functioning On-board unit for reasons imputable to the Service Provider or if the Service Provider is in breach of its any other obligations vis-a-vis the Customer set forth in this GTC and the Customer is thereby fined for unauthorized road use, the Service Provider shall be liable for the fine imposed on the Customer for these reasons.

10.2. If, for reasons attributable to the Service Provider, the Data Reports specified a lower Road Use Authorization application than would have been necessary according to the actual road use, and therefore, a fine is imposed on the Customer, the Service Provider shall be liable for the fine imposed on the Customer for these reasons.

10.3 The Service Provider informs the Customer that it has liability insurance for the above-mentioned obligation of acting as a guarantor.

10.4 The Service Provider expressly excludes liability for damages not mentioned above, especially for lost profits and consequential damages.

10.5. Service Provider shall have no liability for errors or anomalies in the data transmission of the On-board unit that occur for reasons beyond the control of Service Provider, including but not limited to errors in the mobile data connection, installation carried out by the Customer, which affect the data transmission capacity of the On-board unit in any way (e.g. incorrect antenna placement, shielding of the antenna, installation of devices that interfere with the signal transmission of the on-board unit in the vehicle, failure of the power supply contact, disassembly of the On-board unit by the Customer, etc.).

10.6. The Service Provider informs the Customer, that the NTPS shall have no liability – except cases mentioned above- to pay damages or to repay any amount to the Customer or to the Service Provider with respect to any legal consequences arising to the detriment of the Customer from defective or insufficient Data Reports submitted by the Service Provider and the Customer shall not be exempted from the obligation to pay the fines imposed on the Customer for this
error by referring to the error of the Service Provider.

D) TDO additional Services

1. Agreement of sale of On-board units

1.1. The Agreement of sale and purchase of an On-board unit suitable for toll declaration can be concluded between the parties orally, in writing, by e-mail or electronically.

1.2. The Agreement is considered to be concluded orally when the Customer purchases the On-board unit at the registered office of the Service Provider, takes over the On-board unit and simultaneously pays the purchase price at the cash desk of the Service Provider or by credit card.

1.3. The Agreement is considered to be concluded in writing or by electronic mailing if the Customer orders the On-board unit in writing or by e-mail and the Service Provider confirms the acceptance of the order in the same way.

1.4. The Agreement concluded between the parties shall be deemed to be an electronically concluded Agreement when the Customer orders the On-board unit in the Webshop through the Service Provider’s Website and the Service Provider confirms the Customer’s order that has been transmitted electronically.

1.5. The contract terms set forth in Chapter II/A, Clause 2 of this GTC shall also apply mutatis mutandis in the case of sale and purchase of an On-board unit suitable for toll declaration.

1.6. The general terms and conditions for the purchase of the On-board unit and its accessories through the Webshop are set out in Annex 3 to this GTC.

2. Data traffic Services

2.1. The Service Provider – on the basis of contracts concluded with other Providers of electronic info-communication Services, by placing the data transmission Service provided by them at the Customer’s disposal – ensures the mobile data transmission connection required for the use of the TDO Service. The On-board units only work with a SIM card provided by an info-communication Provider that has a contractual relationship with the Service Provider.

2.2. The purchase price of the On-board unit includes the data traffic fees incurred in relation to the mobile data transmission Service required to use the Service for 24 months starting from the activation of the On-board unit in the toll payment system (first data traffic period). Thereafter, however, the Customer is obliged to conclude a separate Agreement with the Service Provider for the mediated data traffic Service and to pay a fee to the Service Provider in return for the data traffic Service.

2.3. At least 30 days before the end of the first data traffic period, the Service Provider shall inform the Customer by e-mail that the Customer is obliged to conclude a Agreement with the Service Provider for the extension of the data traffic Service and to pay the respective costs to the Service Provider.

2.4. The Agreement to be entered into on the subject of the data traffic Service can be concluded between the parties in writing, by electronic mailing or electronically in the Webshop available on the Website.

2.5. The Agreement is concluded in writing or by electronic mailing if the Customer orders the data traffic Service for the further period in writing or by e-mail and the Service Provider confirms the acceptance of the order in the same way.

2.6. The Agreement is considered to be concluded electronically when the Customer orders the Data Traffic Service for the additional period in the Webshop through the Service Provider’s Website and the Service Provider confirms the Customer’s order that has been transmitted electronically.

2.7. The duration of the further period, the amount of the fee to be paid by the Customer, the method and the due date of payment are included in the individual Agreement concluded between the parties in the way indicated above.

2.8. In the individual Agreement, the Service Provider can remit, in whole or in part, the fee to be paid by the Customer for the Data Traffic Service (data traffic discount) if the Customer undertakes not to terminate or suspend the Agreement for a definite period of time by ordinary notice (acceptance of a loyalty period)

2.9. If the Agreement is terminated before the expiry of the loyalty period undertaken by the Customer for a reason attributable to the Customer, the data traffic discount received will be lost and the Customer shall pay the amount of the data traffic discount used by it during the period of use of the Service to the Service Provider. In the event the discount granted to the Customer must be repaid, the Service Provider is entitled to charge default interest for the amount calculated.

2.10. The general terms and conditions applicable to the order of the Data Traffic Service placed via the Webshop are laid down in Annex III of this GTC.

3. Other additional Services

Over and above the Customer Service activities specified in the Toll Declaration Operator’s GTC of the NTPS, the Service Provider also undertakes to provide other additional Services related to the TDO Service: e.g. possibility to check the functionality of units on the Website or on mobile devices, convenience notifications if the device does not work, etc.

4. Servicing activities

As part of a separate order, the Service Provider also offers, for a separate fee for the On-board units that it has sold, repair, maintenance and software update services, which are outside the range covered by the warranty.

III. Annexes

The following documents constitute inseparable annexes to the GTC:
1. Privacy Policy
2. Data Processing Agreement
3. General Terms and Conditions for the purchase in the Webshop

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