Sign in The terms and conditions (hereinafter – the “T&C”) apply to all services provided to individuals and legal entities (further referred to as the “Partner”) as Partners and the companies of Omnicomm Group (further referred to as “Omnicomm”) as Service Providers or Contractors together referred as the “Parties”, regardless of whether reference is explicitly made to them in subsequent business transactions, document sharing, negotiations, correspondence and other communications. Documentation such as proforma invoices, orders, invoices or specifications of transactions (hereinafter – the “Invoices”) shall be governed by application of the T&C in full by default unless otherwise stated in a specific agreement or in part with any specific exceptions noted in the Invoices where an explicit relevant note is left.
The standard terms and conditions strictly observed and mutually recognized by the Parties are set forth as follows:
1. DEFINITIONS
For the purpose of this T&C, the terms and phrases are construed with the following definitions and interpretations:
1.1. Omnicomm’s policy means rules and regulations issued by Omnicomm that Partners are obligated to comply with when executing transactions with Omnicomm under this T&C. The specific policies are regulated in the Omnicomm’s website.
1.2. Invoice means proforma invoice, invoices or other documents issued by Omnicomm for the purposes of supply of services.
1.3. Omnicomm means company specified as Service Provider or Contractor in the relevant Invoice, being a legal entity belonging to Omnicomm global group of companies.
1.4. Partner is an individual entrepreneur or legal entity purchasing telematics data services via the Omnicomm Online Service for onward sale to End Customers or other third parties.
1.5. End Customer is a person or entity that enters into a service agreement with the Partner for purchasing services, typically owning their own Equipment and Monitoring Objects.
1.6. Services are services provided through the Omnicomm Online Service, including telematics data related to Monitoring Objects.
1.7. Additional services are other services that are not related to the provision of telematics data about Monitoring Objects in the Omnicomm Online Service.
1.8. Monitoring Objects are vehicles, fuel tanks, diesel generators, tanks, and other monitored objects via telematics data.
1.9. Equipment are devices such as GPS trackers and other equipment designed for transmitting telematics data (GPS/GLONASS signals) related to Monitoring Objects.
1.10. Omnicomm Online Service is the system for tracking the Monitoring Objects, offering telematics data processing and reporting via Omnicomm Online Accounts.
1.11. Price List is a list of the current services and their respective prices, categorized and linked to specific tariffs, which are made available to the Partner via its Partner Account on the Omnicomm website or through other available means of communication.
1.12. Partner Account – a section of the Omnicomm website accessible by the Partner only and which may be used in order to share specific services details, reports, invoices and other information.
1.13. Omnicomm Online Account is a page within the Omnicomm Online Service accessible only by the Partner, and used for the purposes of tracking the Monitoring Objects. n.
1.14. Intellectual Property means any trademarks, tradename, patents, copyright, design rights, know-how, logos, trade secrets, copyrights, licenses and other Intellectual Property protection including rights in any secret process, technical know-how or intellectual property with reference to the Services, whether relating to its individualization or technology/production.
2. GENERAL PROVISIONS ON SERVICES
2.1. In accordance with the T&C Omnicomm agrees to provide or cause to be provided supply of Services to the Partner in accordance with the T&C rules and guidelines as well as provisions of the Invoice and as outlined in the Price List and applicable tariffs, the Partner in turn agrees to provide payment of the price of the Services specified in the Invoice which is issued by Omnicomm in accordance with the procedures of this T&C. The Parties mutually recognize that Services are delivered by providing the Partner with telematics data about Monitoring Objects in the Omnicomm Online Service by Omnicomm unless agreed or stated otherwise in the Invoice.
2.2. The scope of provided Services, payment schedule, the period of Services provision (timespan) and, if agreed upon, other specific conditions governing the provision of Services that are not contained in the T&C, as well as other information essential for the provision of Services are indicated in the Invoice that is outlined with the Price List and in accordance with applicable tariffs.Each Invoice is considered a binding agreement for the Parties. In the event of any changes related to the information specified in Article 2.1 of the T&C, Partner must immediately notify Omnicomm within three (3) days from the date of issuance of Invoice. Unless otherwise agreed, a responsible employee will send Invoice to the e-mail of the Partner specified in the Partner Account with inclusion of all the necessary Omnicomm employees as recipients of the letter.
2.3. The Partner must inspect the Services upon performance. If there are any discrepancies in the quantity, quality, or timeliness of the Services, the Partner must notify Omnicomm of such discrepancies within five (5) business days after the Invoice is sent to the Partner. The Parties have agreed that if no discrepancies are reported within this period, the Services shall be considered fully accepted.
2.4. The Partner confirms that the review the Omnicomm Online Service, Omnicomm online Account, Partner Account Omnicomm Online User’s Guide, Omnicomm Online Administration Guide was commenced and recognized in full, the Partner is sure that the Partner is in possession of exact specified hardware and software package, and in the future the Partner will not have any claims against the Omnicomm about the functionality of the Omnicomm Online Service.
2.5. The Partner understands that it shall independently register the Equipment in his Omnicomm online Account and enter all the necessary information on Monitoring Objects in the Omnicomm Online Service. Omnicomm shall generate and send the password and login to the Partner for identification Omnicomm online on agreed terms contained in the Invoice.
2.6. The Parties mutually recognize that the start of rendering the Services is the moment of registration of the Equipment in the Omnicomm online Account by the Partner.
2.7. The Partner fully understands that it must comply with the following conditions for the full and proper provision of the Services by Omnicomm for the whole timespan of supply of Services: availability of access to the Internet at the Partner and at the location of the Equipment, the browser installed on the computer (for viewing web pages, the contents of web documents) and an Internet connection with sufficient bandwidth to transfer html pages and graphic design elements, connect serviceable Equipment to the Omnicomm Online Service in its Omnicomm online Account.
2.8. Omnicomm has the right to involve third parties to fulfill its obligations of supply of Services, as well as to use the services/work of third parties that enable or enhance the provision of Services. The Partner, in turn, is granted a right to provide information services for monitoring facilities to third parties using the Omnicomm Online Service, guided by the prices recommended in the Price List and provide, in conjunction with the Omnicomm Online monitoring services, additional services: equipment maintenance included in the cost of services provided to End Customers.
3. PRICE AND PAYMENT
3.1. The price will be in accordance with outline of the Price List and specified in the relevant Invoice issued by Omnicomm to the Partner. The Parties mutually agreed that unless stated otherwise, Payment is made upon provision of services by the 25th day of the next month after the end of the reporting period. The Partner agrees that no services will be rendered until the corresponding payment has been confirmed. Omnicomm may withhold further Services or suspend existing ones until all overdue amounts are settled.
3.2. The price of the Services provided shall be specified in the Invoice based on the Price List and iapplicable tariffs. The price is evaluated and put in the Invoice after internal billing processes will take place. Billing processes are commenced prior to the sending of the Invoice. The billing processes are commenced on basis of information that is formed within a previous reporting period (1 (one) month) and is finalized in the beginning of the current month from 1st to 5th date of the month. After billing processes have been commenced, the price is formed and analyzed by Omnicomm employees for correctness, succeeding which will lead to the Invoice issuance and subsequent sending of the Invoice to the Partner for payment.
3.3. Unless otherwise specified in the relevant Invoice the price of Services is specified exclusive of any value added tax as well as of any sales tax on each territory, for which the Partner may be responsible in addition to the price.
3.4. Payment shall be made according to the terms specified in the Invoice. If there is no such agreed and included term, the payment shall be made within seven (7) days from the date of issuance of the Invoice and Omnicomm is not obliged to organize or prepare delivery of Services to the Partner before the confirmation of the payment is provided.
3.5. Payment is made by bank transfer to Omnicomm’s account specified in the Invoice or other written document, unless otherwise provided in the Invoice. All bank charges and fees of Partner’s bank for the transfer of funds shall be borne by the Partner. All bank charges and fees of the Omnicomm’s bank for the receipt of funds shall be borne by Omnicomm. The currency unit used for payment will be specified on the Invoice.
3.6. The payment obligation of the Partner shall be deemed to be fulfilled from the moment when the funds are credited to the Omnicomm’s bank account in full according to the Invoice.
3.7. By paying the Invoice the Partner acknowledges its full explicit agreement to the terms of the Invoice with the inclusion of the T&C making them sufficiently incorporated thus forming a mutually binding agreement.
3.8. Omnicomm can exercise its right to provide the Partner with compensation for expenses related to the promotion of the Omnicomm Online Service when interacting with End Customers. In such case, Omnicomm unilaterally notifies the Partner on the amount and timing of accruement and payment of compensation to the Partner by sending a corresponding notification to the Partner’s email address. The amount of compensation can be formalized by agreement between the Parties and is paid within 30 (thirty) days from the date of signing the Agreement if is not stated otherwise.
3.9. Omnicomm has the right to unilaterally make payment of any type of compensation by offsetting homogeneous counterclaims of the Parties on the basis of the Act of Mutual Settlement formed by the Omnicomm. By agreement of the Parties, other forms of settlements may be used that are not prohibited by applicable law.
4. INTELLECTUAL PROPERTY
4.1. Parties acknowledge that all Intellectual Property rights to the Services, to its individualization and other relevant rights are solely and exclusively owned by Omnicomm. Throughout the process of supply of Services Omnicomm shall not provide, sell, license or assign a license to or any right, title or interest in, to or under any Intellectual Property owned by Omnicomm, except for the volume of rights required: (i) to distribute the Services to clients (end-users, end-clients, or whatever other term shall apply), and (ii) for marketing and advertising purposes, which is provided without any extra charge, unless otherwise agreed between the Parties.
4.2. The Partner shall promptly and fully notice Omnicomm of any actual, threatened or suspected infringement of any Intellectual Property in respect of the Services, and of any claim or threatened claim by any third party that the provisions of Services would infringe the Intellectual Property right of any other person.
5. COMPLIANCE AND DOCUMENTATION
5.1. The Partner warrants to comply with Omnicomm’s policies and regulations published on the website and/or provided by Omnicomm to the Partner through the Partner Account / Omnicomm Online Account, or in another manner agreed between the Parties. The Partner is required to follow these policies in the process of all occurred transactions and in the process of provision of Services as stipulated under these T&C.
5.2. Partner undertakes to provide Omnicomm with the necessary documents for compliance purposes, including but not limited to an extract from the enterprise registration certificate, documents from the tax authority, and other registration documents confirming its legal status and authority to enter into the agreement.
5.3. Upon the first request of the other Party, each Party shall provide additional documents, including but not limited to certificates of tax residency, information on beneficial owners, and other documents required for compliance with applicable laws and regulations.
5.4. The Partner agrees to promptly provide any documents required by banks or regulatory authorities for compliance purposes and in connection with the “Know Your Customer” (KYC) procedure.
5.5. The Partner confirms that the Services are only acquired for purposes of maintenance and enhancement of business activity of the Partner via provision of Services from Omnicomm’s side.
6. VIOLATION AND LIABILITY
6.1. If there is a breach of an agreement between Parties where a party fails to perform any of its obligations under the present T&C or Invoice, including defective, partial or late performance, the aggrieved Party shall request the other party, by sending a notice, to rectify the violation within ten (10) days. During or after this period, the aggrieved Party may withhold performance of its own reciprocal obligations and may claim damages or may declare the Invoice avoided.
6.2. In case of late payment for the Services Omnicomm is entitled to demand an interest of 0.1 % on the overdue amount for each day of delay in payment. In addition, Omnicomm is entitled to deny further supply of Services from other Invoice and postpone the Invoice that is executing until the payment obligation is fulfilled.
6.3. Any breach of T&C or Invoice gives the aggrieved Party a right to claim for reimbursement of damages either exclusively or in conjunction with any other remedies except where the breach is due to the force majeure. The damages for a breach by one Party shall include all direct damages which were suffered by the other party in connection to the violation.
6.4. Omnicomm reserves the right to deny further supply of Services, Additional services and any other commercial operations with the Partner in case of violation of the terms of the relevant Invoice and/or of these T&C.
6.5. The Partner is responsible for all information, data, including any texts, graphic images entered by the Partner and/or transmitted from the Equipment to the Omnicomm Online Service (hereinafter referred to as the “Partner’s Materials”), including compliance of such Partner’s Materials and the procedure for their transmission with applicable laws and regulations. The Partner confirms and agrees that the Omnicomm may disclose the Partner’s Materials in compliance with a decision or resolution of a judicial or state authority.
6.6. Omnicomm has the right to suspend the provision of Services to the Partner if there is a debt on payment for the Services rendered for more than 20 (twenty) days. The exception is if the Parties have a deferred payment agreement. There is no charge for suspending the Service.
6.7. Omnicomm can exercise its right to refuse the Partner the opportunity to register the Equipment in the Omnicomm Online Service and to refuse the Reconnection service to the Partner if the Partner in case of violation by the Partner of the terms of the T&C or Invoice.
6.8. If the Partner provides false details that have resulted in additional taxes, fines or other adverse consequences for Omnicomm, the Partner undertakes to compensate such losses within 10 (ten) days from the date of receipt of the relevant claim.
7. LIMITATION OF LIABILITY
7.1. Omnicomm’s liability for any direct damages arising from the provision of Services is limited to the amount paid for the Services under the relevant Invoice and, in case if applied, warranty period shall be in force as specified in Article 6.1 of the present T&C. Omnicomm is not liable for any indirect, incidental, special, punitive, or consequential damages; any loss of profit, good will, or other intangible assets; any inability to use the Omnicomm Online Service, Partner Account and Omnicomm Online Account; as well as the use of the Omnicomm website; the loss of data; or any other matter relating to the Services provided or not.
7.2. If the exclusion or limitation of incidental or consequential damages is not allowed, it shall be recognized that the said provision shall not apply in this part.
8. FORCE MAJEURE
8.1. “Force majeure” means war, emergency, accident, fire, earthquake, flood, storm, industrial strike or other impediment which the affected party proves was beyond its control and that it could not reasonably be expected to have taken the impediment into account at the time of the conclusion of the agreement or to have avoided or overcome it or its consequences.
8.2. If any force majeure occurs in relation to either party which affects or is likely to affect the performance of any of its obligations under this contract, it shall notify the other party within a reasonable time as to the nature and extent of the circumstances in question and their effect on its ability to perform.
8.3. If the performance by either party of any of its obligations under this contract is prevented or delayed by force majeure for a continuous period in excess of 90 (ninety) days, the other party shall be entitled to terminate this contract by giving written notice to the Party affected by the force majeure
9. DISPUTE AND GOVERNING LAW
9.1. Unless otherwise agreed between the Parties in a separate agreement, the Services under the relevant Invoice are governed by and construed in accordance with the laws of the relevant country where services are conducted (when the relevant Omnicomm legal entity and the Partner are registered and domiciled within the same country). Should there be an international supply of services (when the Partner is registered in the country different from the country of the Partner / Omnicomm legal entity), then the following law shall apply to the relationships:
9.2. Any dispute arising out of or in connection with the performance of this T&C and Invoice shall be resolved by negotiation and mediation at a mediation center legally established and operating in Vietnam. In case the Parties fail to negotiate or mediate, the dispute will be resolved by arbitration at the Vietnam International Arbitration Center (VIAC) under the Vietnam Chamber of Commerce and Industry in accordance with the Center’s Rules of Arbitration. The Parties undertake to comply with any arbitral award or order rendered by the arbitrator and such arbitral award or order shall be final and binding on the Parties. The number of arbitrators shall be one. The place of arbitration shall be Ho Chi Minh City, Vietnam. The language of arbitration shall be English. The arbitral award shall be final for the Parties.
10. MISCELLANEOUS
10.1. Neither Party may transfer or otherwise assign its rights and obligations nor unilaterally change the terms under the Invoice, whether in whole or in part, without the prior written consent of the other Party or, in case if agreed upon, signed and incorporated amendments.
10.2. Partner acknowledges and does not dispute that it has read, understand, and agreed to the terms of these T&C, and that these T&C has the same force and effect as a signed agreement when explicitly referenced in the Invoice. The T&C shall continue to be in force and in application even after the legal obligations of the both Parties has been exhausted or fulfilled, including but not limited to Limitation of Liability, Dispute and Governing Law, in addition they shall as well survive termination for any reason.
10.3. Omnicomm reserves the right to change, modify or amend this T&C at any time and such changes or amendments will be immediately effective upon posting to this website. The Partner agrees to frequently follow updates on this site and there is no liability to Omnicomm for failure of Partner to follow the up to date version of T&C.
10.4. The Parties are obliged to inform each other of any changes to their details (address, bank details, email addresses, telephone numbers, etc.) and of withdrawal from the Services hereunder within three (3) business days of such changes. Otherwise, the details specified in the Invoice shall be considered to be correct, and all risks shall be borne by the Party failing to notify of such changes.
10.5. If any provision of the T&C and/or of a relevant Invoice is found invalid or unenforceable in whole or in part by any court or other competent authority, all other provisions will still be valid and in force.
10.6. The Parties acknowledge and agree that the T&C does not create any partnership, agency, employment, or other similar relationships between them. Each Party acts as an independent Party and has no authority to assume obligations or act on behalf of the other Party without prior written consent.
10.7. The Partner warrants Omnicomm the authority of the person responsible for communication and the information provided to Omnicomm and which subsequently expressed in the Invoice. Omnicomm shall not be liable for any errors or omissions arising from the information provided by the Partner.
10.8. Both Parties agree to keep all confidential information shared under this Agreement secure and not disclose it to third parties without prior consent, unless required by law.
