GENERAL TERMS AND CONDITIONS

1.1. The General Terms and Conditions govern the acquisition and use of services, software licenses, subscriptions, support and/or maintenance services (collectively called “Services”) purchased from STRATIO (the provider of the Products and Services, issuer of these General Terms and Conditions and of the Subscription Agreement, SoW, or Quotes). The contract incorporates the General Terms and Conditions and Other Terms of Service which the parties execute, as well as all policies available on the STRATIO website at stratioautomotive.com (“Website”), forming the entire contract between the parties on the subject matter of the contract, and superseding all prior contemporaneous contracts, representations, negotiations and proposals with respect to the subject matter of the contract.

1.2. The following General Terms and Conditions (the “GTC”) apply to STRATIO and the legal entity that accepts the Contract and its affiliates (the “Customer”), or any End Users of the Services to whom the Customer gives access.

1.3. Any terms and conditions of the customer conflicting with or deviating from these GTC shall apply only to the extent that STRATIO has expressly accepted them in writing.

1.4. In the event of divergence between documents that make up the Contract, the SLA prevails, secondly any Statement of Work (SOW), thirdly the Subscription Agreement and, lastly the GTC and any other terms and conditions.

1.5. The GTC contains provisions that are common and apply to all commercial terms.

1.6. The GTC forms an integral part of the contract for all legal and contractual purposes. No service will be provided only under the GTC, which shall require the execution of one or more Subscription Agreements or any other mutually accepted documents (including Purchase Orders and SOWs) each of which is to be executed by both parties or only by the Customer, as applicable and, after such execution, the incorporation of the contract is made for all purposes.

1.7. The Customer hereby agrees that multiple Subscription Agreements and Purchase Orders relating to the Services or SOW may be carried out under these GTC.

1.8. Except where the context otherwise requires, any reference in this contract to a legal provision shall include such provision, as from time to time modified, re-enacted or consolidated.

1.9. The individual (s) executing the Contract and all the documents incorporated in it, declares to have the authority to bind the Customer to the Contract.

1.10. The Customer accepts that these or any other Terms and Conditions (GTCs, Policies and other materials published in our Website) may be modified from time to time, in which case STRATIO shall give a prior 30 days’ notice to the Customer, before new Terms and Conditions enter in effect. During that period, the Customer has the right to refuse the modification (s), in which case STRATIO has the option to: a) accept the refusal of the Customer, hence the previous clauses will continue to apply or b) terminate the Contract.

1.11. The present Contract is written in English, this English version shall prevail, in case of dispute or doubt, over any translation or interpretation of the Contract.

2. DEFINITIONS

2.1 In this Contract, including the Subscription Agreement, where capital letters are used and unless the context otherwise warrants, the following terms, whether used in the singular or plural, shall have the meanings set forth below as follows:

1. Additional services: services as described in Clause 6;
   
2. Aggregate data: data submitted, collected or generated by STRATIO regarding Customer’s use of the Products and Services, but only in aggregate and uncharacterized format, which cannot be specifically linked in any way to an individual;
3. API: Interface between STRATIO product (s) and Services and the Customer or End User platforms to send collected and processed data to the Customer;
4. Billing Frequency: The frequency at which STRATIO invoices the Price to the  Customer.
5. Business day: a day that does not include Saturday or Sunday, or any other day on which the main banks of Coimbra, Portugal are not open;
6. Cable (Standard): The cable used on customer vehicles that is manufactured to customer specifications and with a standard maximum length of 750mm;
7. Confidential Information: All confidential information normally unknown outside of STRATIO’s organization, including, but not limited to, i) Products, terms and conditions, software, electronic codes, inventions, enhancements, devices and research projects; ii) information on costs, profits, markets, investments, projects or investors; iii) business, marketing and strategic plans; iv) all information regarding STRATIO employees; v) STRATIO’s intellectual property rights;
8. Contract (s): The Subscription Agreement and the subsequent Purchase Orders that integrate it, the SLA, SOWs, the General Terms and Conditions, the Data Processing Agreement (DPA) and Other Terms and Conditions;
9. Contract Start Date: The date determining the beginning of the contractual term. The Contract Start Date shall be specified in writing on the Subscription Agreement (applicable only to Contracts entered into after the date of the GTC);
10. Contract End Date: Date corresponding to the end of the Term period counting from the Contract Start Date. The Contract End Date shall be specified in writing on the Subscription Agreement (applicable only to Contracts entered into after the date of the GTC);
11. Customer Data: any proprietary  data, information or other material provided, uploaded, stored or submitted by the Customer or the End User through the Products, Services or any other means of communication;
12. Date of Entry into Force: the date of execution of the Subscription Agreement;
13. Documentation: STRATIO official user documentation for the products (e.g. Datasheet, user manuals such as the Installation Manual);
14. Equipment: All equipment belonging to Stratio, namely the Stratio Hardware;
15. End User (s): means user (s) of the Services. End User (s) may include Customer personnel, Customer’s Affiliates personnel, agents, subcontractors and end customers of the Customer;
16. Field Interventions: Technical Services provided by STRATIO, such as the installation of STRATIO Hardware, its deinstallation or reinstallation in the same or other vehicles according to the Field Interventions Price Table;
17. Intellectual Property Rights: All rights in patents, patent applications, patent registrations, inventions and improvements, copyright, copyrighted works (including computer programs), including any software, firmware or source code, trade secrets, experience, database rights, drafts, and any other form of Intellectual Property Trademarks and other similar rights;
18. Parties: STRATIO and the Customers and/or End Users, as defined in the Subscription Agreement;
19. Price (or Fees): the amounts payable for i) Services ii) Additional Services as defined in each Subscription Agreement and its respective Purchase Orders or Quote, iii) SOWs and iv) Equipment;
20. Proprietary Information: Any information and any idea, regardless of format, tangible or intangible, relating in any way to STRATIO’s business, or its employees, subcontractors, customers, consumers, suppliers or shareholders, which has been produced by STRATIO employee (s) or subcontractor in the course of his work or provision of service, or otherwise produced or acquired by or on behalf of STRATIO;
21. Purchase Order (s): a document sent by STRATIO, subject to the same Terms and Conditions of the Subscription Agreement and all documents referenced therein, containing: Quantity of Services ordered, Price, Start Date, Term, Billing Frequency, the Subscription Agreement reference number and other relevant information. The Purchase order shall become part of the Subscription Agreement upon its acceptance by the Customer;
22. Quantity: the number of Units contracted in a Subscription Agreement and its respective Purchase Orders;
23. Service (s): the set of services and products made available to the Customer and/or End Users hereunder and in accordance with the terms defined in the applicable Subscription Agreement, including maintenance and support services;
24. SIM Cards: Communication SIM cards through which data is transmitted from STRATIO Databox to the STRATIO Infrastructure that may be included in the STRATIO Hardware. When included, SIM Cards shall be limited to communications within the Territory;
25. Source Code: STRATIO’s software source code, which may contain reasonably clear and accurate annotations and programmer comments, has been documented in a professional manner that is: i) consistent with code annotation conventions and best practices in the software industry; and (ii) sufficient to independently enable a programmer of reasonable skill and competence to understand, analyze and interpret program logic, correct errors, improve, modify and support STRATIO software;
26. Statement of Work (SOW): a separate and mutually executed statement of work ruled by  these GTCs and which, upon their mutual execution, will be integrated into and made part of the Contract;
27. Start Date: Date corresponding to the start of each Subscription.
28. STRATIO Hardware (STRATIO Databox): The hardware component installed on each of the contracted vehicles that collects and sends vehicle data to STRATIO’s infrastructure;
29. STRATIO Infrastructure: Third party hardware, software, and services required to operate the STRATIO platform. It receives data from the STRATIO hardware installed on customer vehicles;
30. STRATIO Platform: The software platform provided by STRATIO to the Customer and for its End Users in a software as a service basis;
31. STRATIO Solution: STRATIO’s fleet operations and maintenance management solution, which can consist of STRATIO Hardware, communication SIM Cards, STRATIO Platform, user documentation and the STRATIO Infrastructure;
32. Subscription Agreement (or Quote): the main agreement executed between the Parties containing all the terms of service including but not limited to commercial terms, payment terms, conditions of installation and delivery and schedule for the provision of the service;
33. Term: The initial duration of the Subscription Agreement defined therein.
34. Territory: The country, region or other specific area/location in which the Customer vehicles will operate during the Term of the Subscription Agreement. The Territory is defined in the Subscription Agreement or Purchase Order, or else agreed with the Customer.
35. Trademarks: the trademarks, service marks, trademark applications and service marks, trade names, logos, insignia, symbols, designs or other marks that identify a Party or its products and services;
36. Units (or “Subscriptions”): the units of the Service that are, or become, active after the execution of the Subscription Agreement and subsequent Purchase Orders.

2.2.Clause titles are included for convenience only and should not affect the interpretation of this Agreement.

3.1. Subject to the terms of this Agreement, including any limitations and restrictions set forth in the applicable Subscription Agreement and Documentation, STRATIO will provide the Services to Customer and its End Users which may, as set forth in the applicable Subscription Agreement, include:

1. the non-exclusive, non-transferable right to use the STRATIO Platform through a supported web browser, as described in the SLA, for the applicable Term, for Customer’s own business activity; and
2. The lease or sale of STRATIO Hardware listed in the Subscription Agreement  and/or Purchase Orders for Customer’s or its End Users business activity.

3.2. The Parties agree and acknowledge that the Terms and Conditions set out in the applicable Subscription Agreement shall apply to any Purchase Order and delivery under this Contract and that the Customer or any entity of the Customer’s group shall place all orders for subscriptions to STRATIO by: (1) executing the Subscription Agreement and; (2) executing subsequent Purchase Orders under the applicable Subscription Agreement.

4. ORDERING, DELIVERY AND FIELD INTERVENTIONS

4.1. Platform Login details (“Logins”) and other items shall be delivered to the Customer on or before the Contract Start Date of the Subscription Agreement.

4.2. If the Services include STRATIO Hardware, the Customer’s permanent loss of each hardware unit will be subject to a  penalty equivalent to a fee of EUR 250 (two hundred and fifty euros).

4.3. STRATIO may install, deinstall or replace the STRATIO Hardware at the Field Installation Fees contained in the Subscription Agreement. The Customer may also do so using the manuals provided by STRATIO, in which case STRATIO will not assume any warranty or liability for damage caused or resulting from improper installation or deinstallation or misuse of the services by the customer, or in  case it doesn’t comply with all terms set forth in the manuals and other documentation. It is the Customer’s responsibility to verify and ensure their correct installation or deinstallation.

4.4.If the Customer requests STRATIO’s staff to install, deinstall or replace  all or part of the STRATIO Hardware, the Customer shall have all applicable vehicles available for installation on the dates and locations agreed with STRATIO, otherwise additional charges may be applied to the Customer.

4.5. The Customer must check if the Service is functional within 5 days after installation, otherwise STRATIO may charge for additional Field Interventions, if applicable.

4.6. At the end of the Contract for each unit, in case of non-renewal, the Customer undertakes to return all equipment to STRATIO, within a maximum period of 30 (thirty) days after the termination of the applicable Services. STRATIO shall charge a fee equivalent to EUR 250 (two hundred and fifty euro) for each non-returned unit.

5. STRATIO PLATFORM

5.1. Subject to the Customer and/or End Users complying with its obligations under this Contract, STRATIO shall create a master account for the Customer to access and use the STRATIO Platform and shall provide to the Customer login details for said account.

5.2. Notwithstanding the aforementioned the Customer shall not, unless otherwise agreed to by STRATIO in writing:

1. use the STRATIO Platform to provide the Services to third Parties, other than its End Users;
2. republish or redistribute any content or material from the STRATIO Platform to third parties;
3. perform any modification to the STRATIO Platform; 
4. use the STRATIO Platform in any way that causes, or may cause, damage to STRATIO or to the STRATIO Platform or impairment of the availability or accessibility to the STRATIO Platform;
5. permit any unauthorized person other than the End Users, officers, employees, subcontractors and agents of the Customer to use and access the STRATIO Platform. 

5.3. STRATIO shall use reasonable efforts to maintain the availability of the STRATIO Platform to the Customer, according to clause 7 “Maintenance and Support”.

6. SERVICES, ADDITIONAL SERVICES OR QUANTITY EXTENSION

6.1. Subject to the payment of the applicable Fees by the Customer, established in the Subscription Agreement Purchase Order or SOW, STRATIO shall provide to the Customer:

1. the Services, including the maintenance and support services, better described in the applicable Subscription Agreement; 
2. certain Additional Services such as implementation, training, installation or data import services;
3. additional quantity(ies) of Service(s) as better described in the applicable Subscription Agreement or Purchase Order.

6.2.If STRATIO provides the Services and the Additional Services described in this Clause beyond those agreed in a Subscription Agreement, Purchase Order or SOW, the Customer will pay STRATIO the then current applicable Service fees or a per vehicle fee for technical interventions as established under the applicable Subscription Agreement or SOW, unless otherwise agreed.

6.3. STRATIO reserves the right, at its own discretion,  to limit the upload / download of data from the SIM Cards provided by STRATIO, if the excess of amount of Data transferred by a vehicle a)  becomes economically unviable for STRATIO or b) is  outside of the scope of the Service provided.

7. MAINTENANCE, SUPPORT AND INCIDENT MANAGEMENT

7.1. STRATIO will provide the following maintenance and support services for the services: i) upgrades; II) scheduled maintenance; III) incident management.

7.2. Contacts: The customer can contact the STRATIO maintenance and support team through the means of contact defined in the applicable SLA or any other means of contact expressly made available by the STRATIO’s support team.

7.3. The terms and conditions applicable to maintenance, support and incident management are set out in STRATIO’s Service Level Agreement (SLA) which shall constitute a part of the Subscription Agreement.

8. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

8.1. Without prejudice to the rights granted to the Customer, where applicable, the Customer acknowledges and agrees that STRATIO shall retain all right, title, and interest, not specifically granted to Customer hereunder, in and to the Documentation, Intellectual Property Rights, whether registered or unregistered, Proprietary Information, Services, including but not limited to:  the STRATIO Platform and any products related thereto or created, used, or provided by STRATIO for the purposes of this Contract, including any copies and derivative works of the foregoing. 

8.2. Customer shall have no rights, express or implied, in the foregoing except those expressly granted by this Contract.

8.3. To the extent STRATIO or the Customer create any updates, derivative work, modifications or changes of any intellectual property owned by STRATIO or incorporating STRATIO Confidential Information, such updates, derivative work, modifications or changes of intellectual property will be owned solely by STRATIO.

8.4. STRATIO shall have the right to:

1. modify the design, or discontinue development, production, license or distribution of any of the Services covered by this Contract, provided that (i) the Customer is given no fewer than 30 (thirty) days prior written notice of any Service discontinuance or modification and that (ii) STRATIO shall provide services and/or support for discontinued Services until the Contract End Date;
2. use any ideas, know-how, concepts, data, information, including information delivered by the Customer to STRATIO, during and after termination of the Contract;
3. modify the Price in case the Services provision becomes economically unviable to STRATIO, in which case the Customer, shall receive a written notice from Stratio and shall have 30 days to either i) accept the new Price ii) terminate the affected subscription agreement (s); and
4. announce new products to which the terms and conditions of the applicable Subscription Agreement do not apply, and which may be added to the Contract by execution of a new mutually agreed Subscription Agreement or Purchase Order.

9.1. The execution of this Contract will not, except as otherwise agreed by the Parties in writing, result in the definite release or transfer of any Source Code owned by STRATIO. 

9.2. Notwithstanding, STRATIO may grant the Customer a perpetual, irrevocable, non-transferable, royalty-free, non-exclusive, worldwide, fully paid-up, non-sub licensable, internal-use-only license to the use of derivative works to the Software, which are created pursuant to this Contract; 

9.3. Except as otherwise agreed by the Parties in writing, the Customer agrees that it shall not, nor allow any third party to, i) sublicense, sell or otherwise distribute the Source Code and/or any derivative works, in whole or in part, under any circumstances; ii) access and use the Source Code and/or any derivative works at a facility that is not a Customer-owned or leased facility; or iii) alter or remove the copyright notice contained in the Source Code.

10. RESTRICTIONS 

10.1. Except as expressly set forth in the Contract or expressly permitted by Law, the Customer shall not (and shall not permit any third party to), directly or indirectly: 

1. create or attempt to, or aid or permit others to, create by reverse engineering, disassembly, decompile or otherwise, the internal structure, the source code, hardware design, or organization of any Services, copy, rent, lease, distribute, pledge, assign duplicate, modify, reproduce, translate, enhance or create derivative works of software included in any Services; 
2. remove or otherwise alter any proprietary notices or labels from any Services or any portion thereof; 
3. use any Services to build an application, product or service that is competitive with any STRATIO product or service; 
4. interfere or attempt to interfere with the proper working of any Product or any activities conducted by any Services; or 
5. bypass any measures STRATIO may use to prevent or restrict access to any Services (or other accounts, computer systems or networks connected to any Services); 
6. use any Services in a manner that violates any third-party intellectual property, contractual or other proprietary rights; 
7. use any Services in a manner that violates applicable local, state, national and foreign laws, treaties and regulations (including those related to data privacy, international communications, export laws and the transmission of technical or personal laws). 

11. CUSTOMER OBLIGATIONS

11.1. Under the scope and the duration of the Contract, the Customer shall:

1. pay STRATIO the total amount of Fees;
2. be responsible for the integrity and condition of the Equipment installed in the Customer vehicles;
3. report to STRATIO all issues related to the Services and the use of the STRATIO Platform which cannot be solved by the Customer;
4. provide STRATIO with the relevant technical information or specifications to enable the provision of services by STRATIO and the Services to be appropriately configured;
5. provide the necessary access to the FMS ports of vehicles, essential for the provision of services, without any charge to STRATIO;
6. accept that STRATIO may use the name of the Customer and its logo in its marketing and promotional materials;
7. give immediate notice to STRATIO, in case an equipment is stolen, lost or severely damaged in consequence of an accident or any other circumstance, with none of the mentioned circumstances being sufficient grounds for termination of the Contract;
8. not remove or modify any Marks, Equipment Identification, notices of any proprietary or copyright restrictions, or other markings or notices that appear on the Services and/or their packaging; 
9. Verify that its vehicles are functioning properly, without any anomaly, at the end of any installation performed by the STRATIO team or any authorized STRATIO subcontractor.