General Terms and Conditions

This agreement is made up of these Terms and Conditions together with the signed Services Order Form. If the two disagree, the Order Form wins. These Terms replace any earlier proposal or discussion, and any terms on a customer purchase order do not apply. Signing electronically has the same effect as signing on paper. “We” and “High Point GPS” mean High Point GPS and its affiliates. “You” and “Customer” mean the business named on the Order Form.

Quoted prices are valid for 30 days. Monthly fees are billed in advance and are due on the invoice date. Prices exclude taxes, which you pay in addition unless you give us a valid exemption certificate. If you think an invoice is wrong, tell us in writing within 15 days with enough detail for us to look into it, and pay everything you are not disputing in the meantime. While a dispute raised this way is being worked out in good faith, the disputed amount is not treated as past due and does not trigger anything in section 15. Past due balances carry interest at 1.5% per month, or the highest rate the law allows if that is lower. We charge $50 for a declined or reversed payment and $75 to reactivate a suspended account. We will not raise your monthly rate during the term, except to pass on a new or increased tax or government or carrier charge, with 30 days notice. You authorize us to check your credit and report your payment history to credit agencies.

Please keep a valid credit card, debit card or pre-authorized debit on file for the whole term and until everything is paid. You authorize us to charge that method for anything you owe under this agreement, including monthly fees, taxes, interest, equipment charges, collection costs, and any balance that becomes due under section 15. This authorization stays in effect until your account is paid in full. Tell us before your card expires or changes. If you have a billing question, use the process in section 2 rather than asking your bank to reverse the charge.

Please also tell us within 30 days if your business name, billing address or phone number changes, so our invoices and notices keep reaching you.

We will give you an estimated delivery and installation date and will do our best to meet it, but we are not responsible for delays. Your term starts on the Delivery Date, the day the equipment is delivered to you. Billing starts on the date set out in your Order Form. If you install the equipment yourself, you are responsible for doing it correctly, and we are not responsible for the installation or for any damage to your vehicle.

We give you a non-exclusive, non-transferable right to use the service for your own business during the term. You may not copy, reverse engineer, resell, rent, time-share, or give access to anyone outside your business without our written approval. Information you get from the service is for your own business use, so please do not sell, resell or redistribute it.

We own the platform, the software and all related intellectual property. Third party software stays subject to its own licence.

The equipment stays our property at all times. It is provided free or below our cost as part of the service, so you do not buy it, own it, or acquire any right to keep it, and there is no buyout. Once delivered, you are responsible for it: if it is lost, stolen or damaged, you still owe the same monthly fees. Please keep it installed in the vehicle it was installed in, keep it free of any lien, and do not sell it, move it, disconnect it, disable it or open it. On reasonable notice during business hours we may access a vehicle or site to inspect, deactivate or collect our equipment, and we may repossess it if you do not pay. Moving service to another provider is possible for a fee. Although the equipment is on loan to you, you also give us a security interest in it and permission to make any customary registration (UCC, PPSA or RDPRM) to protect our ownership.

Within 15 days after this agreement ends, please remove the equipment and ship it back, complete and working, to the address we give you. If we do not get it back in that window, or it comes back damaged or incomplete, you pay the non-return fee we publish for that unit, which we may charge to the payment method on file. That fee reflects what it costs us to replace, ship and reconfigure a unit. Paying it does not make the equipment yours.

This section covers the physical device. We warrant the hardware will be free from defects in materials and workmanship for as long as your service is active. If a unit fails, we will repair or replace it, and that is your sole remedy. We are not responsible for loss of use of a vehicle while a unit is being repaired or replaced. This does not cover damage from misuse, accident, tampering or improper installation, and it does not cover the platform, the networks or data accuracy, which are dealt with in section 13. Apart from this warranty we make no other warranty, express or implied, including any implied warranty of merchantability or fitness for a particular purpose.

If someone claims our service infringes their intellectual property, we will defend you and cover the claim. We may also obtain the rights to keep the service running, modify it, or replace it with something equivalent.

This applies as long as you tell us about the claim promptly, let us handle the defence and any settlement, and help us where we reasonably ask. It does not apply to a claim caused by your own equipment or software, or by using the service in a way this agreement does not allow. If none of the options above is reasonably available to us, we may ask you to stop using the affected part of the service and return the equipment, and we will refund fees you have paid in advance for what you can no longer use. Fees for service already provided are not refunded.

You are responsible for keeping your usernames and passwords secure and for everything done under your account. We own the vehicle information collected through the service, which includes things like location, speed, ignition on and off, idle time and stops. We will not disclose vehicle information that specifically identifies you or your drivers to any third party, except where the law, a court, a regulator or law enforcement requires it, or where it is needed to enforce this agreement. We may use anonymized, aggregated data that does not identify you, your vehicles or any driver.

We may also share vehicle information with our affiliates and with the service providers who help us deliver the service, and with a buyer or successor if our business is sold, merged or reorganized. In each case we share only what is needed and expect it to be protected on terms no weaker than these.

You are the employer, so telling your drivers about tracking and getting any consent the law requires is your responsibility, not ours. Before you turn on tracking, cameras or audio recording, and while you keep using them, please make sure you have given every notice and obtained every consent required where your drivers work, including any rules about in-cab audio or video. You are also responsible for how you use the information, including for discipline or performance. If a driver, employee, union or regulator brings a claim against us because those notices or consents were not in place, or because of how you used the data, you will cover our costs, including legal fees.

This section covers the platform, the networks and the data. The service depends on cellular, satellite, GPS and internet networks and on third party platforms we do not control, so we cannot promise it will always be available, uninterrupted or perfectly accurate. The service is a fleet management tool. It is not a safety, collision avoidance, emergency, security, anti-theft or stolen vehicle recovery system, and it does not replace safe driving or your own supervision of your drivers. We do not monitor your data and are not required to detect or report anything to you or anyone else. You remain responsible for your own regulatory compliance, including hours of service and ELD rules, and for keeping a backup paper logging process for any time the service is unavailable. If the service is disrupted, our responsibility is limited to the fees for the period of the disruption.

Where the service shows maps, routes or driving directions, treat them as guidance. Your drivers stay responsible for checking that a route is accurate and passable, for responding to construction, closures and road conditions, and for obeying all traffic laws.

The term is the number of months shown on your Order Form, starting on the Delivery Date.

The Total Contract Value shown on your Order Form is fixed when you sign. It is what you agree to pay in exchange for us providing the equipment, shipping, activation and setup at no charge or below our cost up front, and for the lower monthly rate that only comes with a full term commitment. It is an amount you owe from the start, spread into monthly payments for convenience. It does not change if you stop using the service, sell or park a vehicle, lose a driver or a contract, or reduce your fleet, and it cannot be reduced or set off.

You can add units at any time and they run to the same end date. You cannot reduce the number of units during the term. If you sell a vehicle or take it off the road, let us know 10 days ahead and we will either move the unit to a replacement vehicle or take it back, and your payments continue either way.

The full unpaid balance of the Total Contract Value, plus interest, equipment fees and collection costs, becomes due immediately if:

• any amount is more than 15 days past due, other than an amount properly disputed under section 2;
• the payment method on file fails and is not replaced within 10 days of our notice;
• you reverse a charge you have not first disputed under section 2;
• you cancel, or tell us you will not continue;
• you remove, return or disable the equipment before the end of the term;
• you break section 7, 12 or 14 and do not fix it within 10 days of our notice;
• anything you told us was materially untrue;
• you stop operating, dissolve, or sell your business without our approval; or
• so far as the law allows, you become insolvent or enter any bankruptcy or restructuring proceeding.

If you return all the equipment in working order within 15 days, we will credit its published residual value against what you owe. If a court decides this is a claim for damages rather than an amount you already owe, or that the full balance cannot be enforced, you will instead pay 80% of the remaining monthly fees plus the unrecovered equipment cost, plus interest, equipment fees and collection costs. The parties agree that is a fair estimate of our loss, since we pay for the equipment, shipping, setup and onboarding in full at the beginning of the term, and it is not a penalty.

If your account is more than 10 days past due, or your payment method fails and is not replaced within 5 days of our notice, we may suspend the service. Suspending is not cancelling. The term keeps running and the monthly fees keep accruing while service is off, and we will turn it back on once the balance and the reinstatement fee are paid.

We may end this agreement immediately if any of the events in section 15 happen, without giving up anything you owe. You may end it at the end of the term with 30 days written notice, or if the platform is completely unavailable for more than 30 consecutive days for a reason within our control and we do not fix it within 30 days of your written notice. That second option is your only remedy for unavailability and does not refund what you have already paid.

When the term ends, service continues month to month at our then current rate until either of us gives 30 days written notice. It does not roll into another fixed term unless you sign a new Order Form. We may change the month to month rate with 60 days notice, no more than once a year, and you can end the agreement on that date if you tell us within 30 days. We will send you a reminder at least 60 days before your term ends. Whenever the agreement ends, section 8 applies and the equipment comes back to us.

Neither of us is responsible for indirect, incidental, special, consequential, punitive or exemplary damages, or for lost profit, revenue, business, goodwill, data or opportunity, or for any fine, penalty, cargo loss, vehicle loss, theft loss or business interruption. Our total liability for any and all claims is limited to one year's service fees or the total fees we have actually received from you, whichever is less. This limit is also for the benefit of our affiliates, suppliers and their people. It does not limit what you owe us, your obligations under section 7, 8 or 12, or anything that cannot be limited by law. Any claim must be brought within one year of when it arose.

Each of us will protect the other's confidential information and use it only for this agreement. This continues for two years after the agreement ends. When the agreement ends, each of us will return or destroy the other's confidential information and any copies, if the other asks. Please do not share your pricing outside your business, other than with your own advisors.

Neither of us is responsible for a delay or failure caused by something outside our reasonable control, such as an act of God, network or utility failure, strike, supply shortage, cyber attack or government action. This does not excuse an obligation to pay money.

We may assign or transfer this agreement to a third party. You may not, without our written approval.

This agreement is governed by the laws of the Province of Quebec, Canada, and the courts of Quebec have exclusive jurisdiction, except that we may bring a claim to collect money, recover equipment or enforce a guarantee in any court where you, a guarantor or the equipment is located. Each of us waives any right to a jury trial and agrees to bring claims individually and not as part of a class or representative proceeding. If we have to chase an unpaid balance, you cover our costs of collection, including collection agency fees and legal fees.

We may notify you by email at the address on your Order Form, effective when sent. Notice to us has to reach High Point GPS, 2550 Chemin Bates #104, Montreal, QC H3S 1A9, Canada, with a copy to info@highpointgps.com. Telling a salesperson or support agent is not notice. We may update these Terms with 30 days notice, but an update only applies going forward and cannot change your monthly rate, your term length, your Total Contract Value, or sections 14, 15, 16, 17 or 21 for an agreement already signed. If any part cannot be enforced, it will be adjusted as little as necessary or removed, and the rest still applies. Sections 2, 3, 7, 8, 11, 12, 14, 15, 16, 17, 18, 20, 21 and 22 continue after the agreement ends. The parties confirm they have requested this agreement be drafted in English. Les parties confirment avoir exigé que la présente convention soit rédigée en anglais.