Who these terms are between
These Terms of Service (the "Terms") form a binding agreement between Pivotal Pte Ltd, a company incorporated in Singapore and trading as iTrack ("iTrack", "we", "us"), and the organisation that subscribes to the Services (the "Subscriber", "you").
These Terms govern your use of the iTrack platform. How we handle personal data is dealt with separately in our Privacy Policy, which forms part of this agreement.
Where you have signed an order form, quotation or service agreement with us, that document and these Terms are read together. If they conflict, the signed document prevails.
Definitions
- Services
- The iTrack GPS fleet management and vehicle telematics platform, including the web portal, mobile applications, APIs, reporting, alerts and any hardware supplied or configured by us.
- Subscriber Data
- All position records, trip histories, events, sensor readings, video and image files, driver records and other data generated by or on behalf of the Subscriber through use of the Services.
- Order Form
- The signed quotation, purchase order, service agreement or written confirmation setting out the Services subscribed, unit quantities, fees and initial term.
- Authorised User
- An individual the Subscriber permits to access the Services under the Subscriber's account.
- Initial Term
- The subscription period stated in the Order Form, running from the activation date.
Eligibility and account access
The Services are provided for business use. To subscribe you must be at least 18 years of age and authorised to bind the Subscriber. Individuals under 18 may only access the Services under the supervision of a parent, guardian or employer, and must not submit personal information to us directly.
Your responsibilities as account holder
- You are responsible for all activity carried out under your account, including any fees incurred.
- Keep user IDs and passwords confidential. Do not share credentials with third parties.
- Notify us without undue delay if you believe a credential has been compromised, and change it immediately.
- Ensure every Authorised User complies with these Terms.
- Where you use the Services to monitor employees or vehicles, you are responsible for giving those individuals any notice, and obtaining any consent, required under the Personal Data Protection Act 2012 and applicable employment law.
The Services we provide
We will provide the Services described in your Order Form with reasonable skill and care, and in accordance with the service levels in section 5.
We may improve, modify or replace features from time to time. We will not make a change that materially reduces core functionality during a paid term without giving you at least 30 days' written notice. If a change materially and adversely affects your use, you may terminate under section 10.3.
What we do not provide
- The Services rely on third-party GNSS signals, mobile networks and mapping data outside our control. We do not warrant uninterrupted availability of those inputs. See our guide to GNSS jamming and spoofing.
- Position data is an aid to fleet management. It must not be relied on as the sole basis for navigation, emergency response, or any decision affecting personal safety.
- We do not provide legal advice on how you may lawfully monitor staff or vehicles in your jurisdiction.
Service levels, backup and business continuity
We commit to the following for the duration of your subscription.
| Commitment | Level |
|---|---|
| Platform availability | 99.5% measured monthly, excluding scheduled maintenance notified in advance and events under section 12 |
| Data location | Subscriber Data and personal information are stored on servers located in Singapore |
| Support hours | Monday to Friday, 9:00am – 6:00pm SGT, excluding Singapore public holidays |
Scheduled maintenance will be notified at least 48 hours in advance where practicable and carried out outside normal business hours where possible.
Backup and business continuity
We maintain backup and disaster recovery procedures for Subscriber Data, and review them periodically. We do not publish the technical detail of our backup architecture, because doing so would both constrain our ability to improve it and disclose information relevant to the security of the platform.
Where a procurement, audit or tender process requires it, a description of our current backup and recovery arrangements is available on request under a non-disclosure agreement.
This section describes our practice. It is not a warranty of any particular recovery time or recovery point, and no specific backup method forms part of this agreement.
Ownership of Subscriber Data
Subscriber Data is and remains the sole and exclusive property of the Subscriber. All right, title and interest is reserved by the Subscriber. This section survives termination.
You grant us a limited licence to host, process, transmit and display Subscriber Data solely to the extent necessary to provide the Services, to provide support, and to meet our legal obligations.
Export and retrieval
For as long as your subscription is active, you may retrieve your data through the reporting tools in the platform at any time, without charge and without asking us. There is no limit on how often you may do so.
Data is retrieved by generating and downloading reports. We do not undertake to provide a single consolidated extract of an entire account. The reports available, and the file formats they can be downloaded in, depend on the platform your account runs on and may change as we develop the Services.
Where you need a large-volume or consolidated extract, contact us. We will assist where we reasonably can, subject to what the platform supports, and may charge for the work involved.
Download the reports you need before your subscription ends. Your right to access the Services, including the reporting tools, ends on the effective date of termination. We do not undertake to provide data after that date.
Following termination we may delete Subscriber Data from active systems. Residual copies may persist in backups until those backups are cycled. If you require data after termination we may, at our discretion, assist where the data is still available, and may charge for the work involved.
We do not sell Subscriber Data, and we do not use it to train models or build products for other customers.
Hardware
Where we supply GPS devices, cameras, sensors or accessories, title passes to you on full payment, unless your Order Form states that hardware is leased or bundled into the subscription fee, in which case title remains with us until the end of the stated term. Ownership of data generated by leased hardware remains with you under section 6.
Hardware you already own may be connected where it uses a supported protocol — see switching provider without replacing hardware. You remain responsible for the condition, licensing and lawful installation of hardware you supply.
Manufacturer warranties are passed through where they exist. Where we perform the installation, installation warranty is 12 months from the date of installation and covers workmanship only.
Fees, invoicing and payment
- Fees are as stated in the Order Form and are exclusive of GST unless stated otherwise.
- Subscription fees are invoiced in advance for the period stated in the Order Form. Hardware and installation are invoiced on delivery or completion.
- Payment terms are 30 days from invoice date unless otherwise agreed in writing.
- Fees are fixed for the duration of the Initial Term and of any subsequent fixed term. Fees applying to the month-to-month arrangement may be changed on 30 days' written notice under section 9.3.
- Where an invoice remains unpaid more than 30 days past due, we may suspend access after giving you 14 days' written notice and an opportunity to pay. Fees continue to accrue during suspension.
- Suspension for non-payment does not delete Subscriber Data, and the reporting tools described in section 6 remain available to you during suspension.
Term and continuation
This agreement begins on the activation date and continues for the Initial Term stated in your Order Form.
This agreement does not renew automatically. At the end of the Initial Term it does not roll into a further fixed term, and no notice is required from you to prevent that happening.
9.1 What happens at the end of the Initial Term
Unless you tell us otherwise, the Services continue on a rolling month-to-month basis on the same terms and at the same fees, so that your fleet is not switched off on a date nobody was watching. You are not committed to any further fixed period.
9.2 Ending the month-to-month arrangement
- You may end it at any time on 30 days’ written notice, without early-termination charges.
- We will give you at least 60 days’ written notice if we wish to end it.
9.3 Fee changes during the month-to-month arrangement
We may change the subscription fees applying to the month-to-month arrangement by giving you at least 30 days’ written notice. If you do not accept the new fees, you may end the arrangement under section 9.2 before the change takes effect, and the existing fees will continue to apply until it does.
Fees are not changed during an Initial Term or during any subsequent fixed term agreed in an Order Form.
9.4 Agreeing a new fixed term
If you would prefer a further fixed term — for budgeting, for a tender, or to support a grant application — we will issue a new Order Form. A fixed term only begins when you sign it.
Termination
10.1 Termination for convenience
During an Initial Term or an agreed fixed term, this agreement runs to the end of that term and neither party may terminate for convenience, except as provided in 10.2 and 10.3.
Once the agreement has moved to the month-to-month arrangement in section 9.1, either party may end it under section 9.2.
10.2 Termination for cause
Either party may terminate immediately by written notice if the other party:
- commits a material breach and, where capable of remedy, fails to remedy it within 30 days of written notice specifying the breach; or
- becomes insolvent, enters liquidation, judicial management or receivership, or ceases to carry on business.
10.3 Termination for material change
You may terminate on 30 days' written notice if we make a change that materially and adversely affects your use under section 4, or if we materially reduce the service levels in section 5.
10.4 Effect of termination
- Your right to access the Services ends on the effective date.
- Fees accrued up to that date remain payable, including fees accrued during any period of suspension. Fees paid in advance for a period after that date are refundable pro rata where we terminate under 10.1, or where you terminate under 10.2 or 10.3.
- Access to the Services, including the reporting tools, ends on the effective date. Download what you need before that date — see section 6.
- Sections 6, 11, 12, 13, 14 and 15 survive termination.
Acceptable use
You agree not to, and not to permit any Authorised User to:
- use the Services to track any individual or vehicle without the legal right to do so;
- use the Services in breach of the Personal Data Protection Act 2012 or any other applicable law;
- attempt to gain unauthorised access to the Services, other subscribers' data, or our infrastructure;
- reverse engineer, decompile or attempt to derive source code, except where this restriction is prohibited by law;
- resell, sublicense or provide the Services to a third party except as expressly agreed in writing;
- introduce malicious code, or use automated means to place unreasonable load on the platform.
We may suspend access immediately, without prior notice, where we reasonably believe continued access presents a security risk to the platform or to other subscribers. We will notify you of the reason as soon as practicable.
Intellectual property
We retain all right, title and interest in the Services, including software, interfaces, documentation and improvements. Nothing here transfers ownership of the Services to you.
You are granted a non-exclusive, non-transferable right to access and use the Services during the term, for your internal business purposes and for the number of units stated in your Order Form.
You retain all rights in Subscriber Data and in your trade marks and branding. Where we provide a white-label portal, your branding remains yours.
Confidentiality
Each party may receive information marked confidential, or that a reasonable person would understand to be confidential. Each agrees to protect the other's confidential information using at least the same care it applies to its own, and not less than reasonable care, and to use it only for the purposes of this agreement.
Our employees and contractors with access to Subscriber personal data are required to keep it confidential and to use it only to carry out the Services.
These obligations do not apply to information that is or becomes public other than through breach, was already lawfully known, is independently developed, or must be disclosed by law, court order or regulator, in which case the disclosing party will where lawful give prompt notice.
Warranties, liability and indemnity
14.1 Our warranty
We warrant that we will provide the Services with reasonable skill and care and in accordance with section 5. Except as expressly stated, the Services are provided on an "as is" basis and we exclude all other warranties to the maximum extent permitted by law.
14.2 Limitation of liability
Neither party excludes liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be excluded.
Subject to that, our total aggregate liability arising out of or in connection with this agreement, whether in contract, tort, negligence or otherwise, is limited to the total fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim.
Neither party is liable for indirect or consequential loss, loss of profit, loss of business, or loss of anticipated savings.
14.3 Your indemnity
You will indemnify us against claims brought by a third party arising from your use of the Services in breach of section 11, including claims by individuals whose data you have processed without a lawful basis.
Force majeure
Neither party is liable for failure or delay to the extent caused by an event beyond its reasonable control, including natural disaster, fire, flood, war, terrorism, civil unrest, epidemic, government action, failure of national telecommunications or power infrastructure, or failure of GNSS satellite constellations or mobile network operators.
Availability measured under section 5 excludes downtime attributable to such events. If a force majeure event continues for more than 30 consecutive days, either party may terminate on written notice.
Changes to these Terms
We may amend these Terms. Where an amendment materially affects your rights or obligations, we will give at least 30 days' written notice to your registered contact before it takes effect. During an Initial Term or an agreed fixed term, a material amendment does not apply to you until that term ends, unless you agree otherwise in writing.
If you do not accept a material amendment, you may end the month-to-month arrangement under section 9.2, or terminate under section 10.3 if the amendment reduces the service levels in section 5.
Non-material amendments, such as clarifications or corrections, take effect on posting. The effective date and version number at the top of this page always reflect the current version.
Governing law and disputes
This agreement is governed by the laws of the Republic of Singapore.
The parties will first attempt in good faith to resolve any dispute through discussion between senior representatives within 30 days. If unresolved, the parties submit to the exclusive jurisdiction of the courts of Singapore.
General
- Entire agreement. These Terms, the Privacy Policy and your Order Form form the entire agreement and supersede prior discussions.
- Assignment. Neither party may assign without the other's written consent, not to be unreasonably withheld, except to a successor in a merger or acquisition of substantially all assets.
- Severability. If any provision is held unenforceable, the remainder continues in full force.
- No waiver. A failure to enforce a right is not a waiver of that right.
- Notices. Written notice may be given by email to the registered contact of each party, and to us at sales (at) itrack (dot) com (dot) sg, or by post to the address below.
- No partnership. Nothing creates a partnership, joint venture or employment relationship.
Contact
Pivotal Pte Ltd (trading as iTrack)
80 Kaki Bukit Industrial Terrace
Singapore 416160
Telephone: +65 6727 6060
Email: sales (at) itrack (dot) com (dot) sg
Support hours: Monday to Friday, 9:00am – 6:00pm SGT