This document sets forth the Terms and Conditions (the “Terms”) for the GPS fleet tracking and connected dashcam services (collectively, the “Services”) provided by Axxon B.V., trading as Axxon Caribbean (the “Provider”), to clients in Curaçao. These Terms form the default legal and operational framework for all Caribbean clients. By entering into a service agreement or using the Services, the client (the “Client”) acknowledges and agrees to be bound by these Terms.
1.1 Uptime Commitment: The Provider guarantees that the core monitoring Platform will be available and operational at least 99.5% of the time on an annual basis. “Availability” refers to the ability of the Client to access the Platform and retrieve data as intended. This SLA commitment applies only to the Provider’s own software/platform infrastructure. It excludes downtime or data delivery failures caused by factors outside the Provider’s control, such as disruptions in cellular networks, GPS satellite unavailability, the Client’s own internet connectivity, or other external systems and force majeure events. Periods of scheduled maintenance (with prior notice) are also excluded from availability calculations. The Provider will endeavor to perform maintenance during off-peak hours and, when feasible, will give the Client at least 24 hours advance notice for any scheduled downtime.
1.2 SLA Credits: If the Provider fails to meet the above 99.5% uptime commitment over a calendar year, the Client is entitled to request a service credit as compensation. Specifically, the Client may receive a credit in the form of free service days applied against future fees – for example, one (1) day of free Service for each day that the Platform’s downtime exceeded the permitted threshold. The total credit in a given year is capped (limited to a maximum of fifteen days of free Service per device for that year, unless the Provider, at its discretion, offers additional credit). To claim an SLA credit, the Client must notify the Provider in writing within 30 days after the end of the affected year (or within 30 days of a qualifying outage event) with details of the dates and duration of the Service unavailability. The Provider will verify the outage against its logs, and if the SLA breach is confirmed, the appropriate credit will be applied to the Client’s next invoice(s). SLA credits are the sole and exclusive remedy available to the Client for Service downtime or performance issues.
1.3 SLA Exclusions: The Provider’s responsibility and the SLA uptime calculation do not include: (a) Scheduled Maintenance – periods when the Platform is offline for routine maintenance or updates (the Provider will endeavor to schedule these in low-usage hours and provide notice); (b) External Telecom/Network Failures – any downtime caused by third-party network issues, such as mobile data network outages, GPS signal problems, internet outages on the Client’s side, or global cloud infrastructure failures outside the Provider’s platform; (c) Force Majeure Events – any service interruption due to force majeure circumstances as defined in these Terms (e.g. natural disasters, widespread power or internet outages not limited to the Provider, etc.); (d) Client-caused Issues – including misuse or misconfiguration of the Platform by the Client, the Client’s accidental deletion of data or credentials, or other Client-side errors that are not attributable to the Provider; and (e) Device Issues – situations where a particular vehicle is not reporting data because the Equipment in that vehicle has been disconnected, powered off, improperly installed, damaged, or otherwise not functioning (such device-specific issues do not count as Platform downtime since the Platform itself may be fully operational). The Provider will, however, provide support to help the Client diagnose and resolve any such device-specific reporting problems.
1.4 Support: The Provider will provide technical support for the Services through available channels (e.g. phone, email, or online support portal) during its normal business hours. Emergency or critical issues will be addressed as promptly as possible. The Client should promptly report any incidents, connectivity problems, or Equipment malfunctions to the Provider. The Provider commits to make reasonable efforts to resolve reported issues and restore functionality in a timely manner. In cases where on-site technical intervention is required (for instance, to repair or replace a device in a vehicle), the Provider will coordinate with the Client on scheduling. If a device issue is covered under warranty (see Installation, Activation, and Billing and Unauthorized Tampering sections), the repair/replacement will be at no cost to the Client; otherwise, the Provider will provide a quote for Client approval before proceeding with a non-warranty repair.
2.1 Installation Options: Installation of the Equipment (GPS trackers and Dashcams) in the Client’s vehicles can be performed in one of the following ways: (a) by the Provider’s trained technicians or authorized installers; (b) by the Client’s own personnel, following the technical guidelines provided by the Provider; or (c) by a third-party installation service engaged by the Client (preferably a certified auto-electrician or specialized installer). The Client shall inform the Provider once an installation is completed (if not done by the Provider directly) so that the Provider can verify that the device is reporting correctly to the Platform. Regardless of who performs the physical installation, it must be done in accordance with the technical specifications and instructions supplied by the Provider for the specific Equipment. This includes, for example, ensuring a stable and appropriate electrical connection in the vehicle (using recommended power sources, correct polarity, proper fusing, etc.), placing the device in an optimal location (not obstructed or subject to interference; for dashcams, with a clear field of view), and configuring any initial settings as directed.
2.2 Installation and Warranty: If the Client elects to self-install or use a non-authorized third party for installation, the Client assumes responsibility for any damage or functional issues that result from improper installation. The Provider’s Equipment warranty (see Section 2.5 below) may be voided if a device is incorrectly installed in a manner not in accordance with the guidelines, and such incorrect installation causes the device to malfunction. The Client will be liable for any repair or replacement costs arising from damage to Equipment or vehicles due to installation errors by the Client or an unauthorized installer. The Provider recommends professional installation to ensure proper operation and to maintain warranty coverage.
2.3 Activation of Service: After installation of a device in a vehicle, the Client (or the installer) must notify the Provider to perform activation tests. A device is considered “Activated” when it starts successfully transmitting data to the Platform and is confirmed to be online. The Activation date will be recorded by the Provider and will mark the beginning of the billing for that device’s Service, as well as the start of its Minimum Term commitment. If a device is installed but does not transmit data correctly upon installation, the Provider will assist remotely in troubleshooting. If the issue persists, the Provider may arrange for technical inspection or provide a replacement device if the Equipment is deemed defective. Activation is deemed to occur no later than the end of the 14-day Grace Period after delivery (see Grace Period definition above), even if the device has not been physically installed by that time. In other words, the Client has up to 14 days to install and activate each device; otherwise, billing will commence automatically after this grace period as though Activation occurred on that day. This Grace Period is intended to give the Client time to perform timely installation without immediate charges. If the Client does activate a device earlier than the end of the Grace Period, billing for that device will begin from the actual Activation date.
2.4 Delivery and Scheduling: The Provider will deliver the ordered Equipment to the Client’s designated address (or perform installation on-site, if agreed) after any required upfront payment is received (for example, if there is an upfront fee for Equipment or installation as per the Proposal/Contract). The Client shall ensure the Provider’s personnel have sufficient access to the vehicles at the scheduled installation time and a safe environment to work. The Client confirms that it has the authority or necessary permissions to install the Equipment in the vehicles and shall indemnify the Provider against any third-party claims contesting such installation (for instance, if a lessor or co-owner of a vehicle had not authorized the installation). Once installation and Activation are completed, the Provider will record the device as delivered and active, and no further acceptance signature is required beyond the Activation confirmation.
2.5 Equipment Warranty: The Provider offers a limited warranty on the Equipment for a period of one (1) year from its Activation date. This warranty covers any defects in materials or workmanship and hardware failures that arise during normal intended use of the devices. Under this warranty, the Provider will, at its discretion, repair or replace any GPS tracker or Dashcam that malfunctions due to internal hardware defect within the warranty period, at no cost to the Client (replacement may be with a new or refurbished unit of equivalent functionality). The Client must promptly notify the Provider of any device issues and follow troubleshooting or return instructions to claim warranty service. The defective equipment must be returned to the Provider if a replacement is issued. The warranty does not cover: (a) installation errors or improper use of the devices (e.g. electrical damage from incorrect wiring or voltage, physical damage from improper mounting); (b) damage due to accidents involving the vehicle (e.g. collision damage to the device); (c) loss or theft of the device; (d) damage caused by unauthorized tampering, opening, or modification of the device’s hardware or firmware; or (e) any other external factors not due to a defect in the device itself. If a device’s malfunction is found to be caused by a non-covered reason (for example, water damage in a unit that was not installed per specification, or a blown circuit due to improper wiring), the Provider’s warranty obligations do not apply, and the Client may be responsible for the cost of repair or replacement. Additionally, if the Client or a third party not certified by the Provider performs an installation that results in device failure, the warranty may be voided for that Equipment.
2.6 Billing Cycle and Invoicing: The standard billing cycle for Subscription Fees is quarterly in advance, unless otherwise stated in the Contract or Proposal. This means the Provider will issue an invoice at the beginning of each billing period (every 3 months) covering the Subscription Fees for the upcoming quarter of Service. Invoices will typically indicate a payment due date 30 days from the invoice date, unless a different term is specified. If a device’s Service is Activated partway through a billing period (e.g. mid-quarter), the first invoice will include a pro-rated charge for the partial period from Activation until the start of the next billing cycle, plus the fees for the following full billing period. All prices and fees are quoted in United States Dollars (USD) (or local currency equivalent, as may be indicated) and are exclusive of any applicable taxes, such as sales tax, VAT, turnover tax (OB), or similar charges. The Client is responsible for any such taxes, which will be added to the invoices as required by law. The Client shall make payments via electronic bank transfer or other agreed payment method to the account specified by the Provider. Payment will be deemed made on the date the amount is credited to the Provider’s account. If the Client has not received an expected invoice by email or other agreed delivery method within a reasonable time into the billing period (e.g. by the 20th of the first month of a quarter for quarterly billing), the Client should inform the Provider promptly. Non-receipt of an invoice does not release the Client from the obligation to pay for the Services on time.
3.1 Payment Due Date: Invoices issued by the Provider are payable by the due date indicated on the invoice. The typical payment term is net 30 days from the invoice date (unless a different term is specified in the Contract or on the invoice). The Client must pay all amounts due in full, without set-off or deduction, in the currency specified (normally USD or equivalent in local currency). Payments should reference the invoice number and be remitted via the agreed payment channel. All fees under the Contract are exclusive of taxes; the Client is responsible for any applicable taxes or government charges. If withholding tax is required by law on any payment, the Client shall gross-up the payment so that the Provider receives the full net amount invoiced.
3.2 Late Payment and Suspension: Timely payment of all fees is essential. If the Client fails to pay any invoice in full by the due date, the Provider may, after notifying the Client, suspend the Services temporarily until payment is received. In particular, if payment is more than 15 calendar days overdue, the Provider reserves the right to suspend all tracking and dashcam services (for example, by disabling the Client’s access to the Platform and/or disconnecting the SIM cards in the Equipment) until outstanding amounts are paid. The Provider will give the Client a written notice (e.g. via email) at least 5 days before suspension, warning of the overdue status and intent to suspend if payment is not made within that notice period. Suspension of service for non-payment does not relieve the Client of the obligation to pay the fees; the Client remains liable for the accumulated Subscription Fees during the suspension, as well as for any late payment charges. Once the Client remedies the non-payment by paying all overdue amounts (including any interest and fees), the Provider will promptly restore the Services, typically within 2 business days of confirming receipt of full payment.
3.3 Late Fees and Interest: If any payment is not received by the due date, the Provider is entitled to assess a late fee or interest on the overdue amount. Unless otherwise limited by law, the Provider will charge a penalty interest of 0.5% of the outstanding balance per day for each calendar day of delay beyond the due date. This equates to an annualized interest rate of approximately 180%, which the Client agrees is a genuine pre-estimate of the credit risk and inconvenience to the Provider caused by late payment. If applicable law sets a maximum permissible interest rate for late payments, the Provider will apply interest at the lesser of 0.5% per day or the maximum rate allowed. In addition, the Client will be charged a reconnection fee of USD $10 per device to reactivate Services that were suspended due to non-payment. The Provider may waive or reduce the reconnection fee at its discretion in particular cases. All accrued late interest and any reconnection fees must be paid in full before Service is restored.
3.4 Collection Costs: In the event of late payment, the Provider may engage in collection efforts. If the Provider incurs any legal fees, collection agency fees, or other costs of collection in the process of recovering overdue amounts, it shall be entitled to recover those costs from the Client to the extent permitted by law. This includes reasonable attorneys’ fees and court costs if the matter is escalated to legal proceedings.
3.5 No Waiver of Rights: The Provider’s acceptance of a late or partial payment does not constitute a waiver of its right to full payment or its right to enforce provisions for timely payment in the future. The Provider also reserves all other contractual and legal rights in the event of the Client’s payment default, including the right to terminate the Contract for material breach if significant overdue amounts are not cured in a reasonable period. (Termination for breach is further addressed in Section 7 below.)
4.1 Compliance with Data Protection Law: The Client and Provider mutually agree to handle personal data in compliance with applicable privacy laws and regulations. In particular, the Client acknowledges that Curaçao’s National Ordinance on the Protection of Personal Data (Landsverordening bescherming persoonsgegevens, National Gazette 2010 No.84) applies to any processing of personal data carried out under this Contract. To the extent the Client, as an employer or fleet operator, collects or processes personal data from the Services (for example, GPS location of vehicles linked to individuals, video or audio recordings of drivers or passengers), the Client is considered a data Controller for such data and must fulfill all corresponding legal obligations. This includes, among other duties, ensuring that there is a valid legal basis for processing the data, providing any required notices to and obtaining consents from affected individuals (drivers, employees, etc.) as required by law, and upholding the rights of data subjects (such as rights of access, correction, and deletion of their personal data). The Client should implement appropriate technical and organizational measures to safeguard personal data obtained through the Services against unauthorized access or misuse, in line with the Ordinance’s requirements and industry best practices. If the Client is required by law to have a data privacy policy or internal register for such data processing, it shall do so at its own responsibility. The Client agrees to use personal data obtained from the Services only for legitimate business purposes related to fleet management, safety, security, and logistics, as communicated to the data subjects, and not for any undisclosed or unlawful purposes. In particular, video, audio, or location data from the Services should not be used to unjustifiably infringe individuals’ privacy. The Client should refrain from public disclosure or sharing of such recordings or tracking information outside the scope of internal business needs, except with consent or as legally required. If the Services are used to monitor employees, the Client is responsible for complying with any labor or workplace privacy laws (for example, obligations to inform employees of monitoring, works council approvals if applicable, etc.).
4.2 Driver and Passenger Notice/Consent: The Client is strongly advised to inform all drivers and, where appropriate, any regular passengers of the vehicles that GPS tracking devices and/or dashcam cameras are installed and operational. This can be done through written policies, notices inside the vehicles (e.g. stickers stating “This vehicle is equipped with GPS tracking and camera for safety”), and/or clauses in employment contracts. Where required by law or deemed advisable, the Client should obtain consent from drivers for the processing of their geolocation and in-cab video/audio data. (Under some jurisdictions, explicit consent may not be strictly required for employment-related monitoring done for legitimate safety purposes, but obtaining consent is a best practice to ensure transparency and avoid disputes.) Particularly if the dashcams record in-cab audio or inward-facing video, it is recommended to get written acknowledgment or consent from the drivers that they are aware of and agree to the recordings. The Client bears responsibility for any privacy claims or disputes arising from its failure to properly notify or obtain permissions from individuals being monitored.
4.3 Provider’s Data Processing and Privacy Policy: The Provider will process any personal data on behalf of the Client as needed to provide the Services (acting as a data “Processor” where applicable). This includes storing location data, video footage, and user account information on the Platform. The Provider will handle such data in accordance with its published Privacy Policyand the requirements of the law. The Provider implements appropriate security measures (such as encryption and access controls) to protect personal data within the Platform and cloud storage. The Provider will not access or disclose the Client’s data to third parties except: (a) as necessary to provide the Services (e.g. routing data through mobile network operators or cloud hosting providers under appropriate agreements), (b) if required by law, court order, or regulatory demand (in which case, where lawful, the Provider will inform the Client of the disclosure), or (c) if expressly authorized by the Client. The Provider may anonymize or aggregate usage data for the purpose of improving its services or internal analytics, provided that no personal data is identifiable in such aggregated data.
4.4 Confidentiality Obligations: Both parties acknowledge that during the course of the Contract, they may receive confidential or proprietary information of the other party. This includes, for the Client, any non-public information about the Provider’s software, systems, pricing, documentation, or methods; and for the Provider, it includes the data the Client stores on the Platform and any of the Client’s business information learned through providing support or services. Each party agrees to keep the other’s confidential information strictly confidential and to use it solely for purposes of fulfilling the Contract. The Client shall not disclose any technical guides, passwords, software code, or other proprietary material of the Provider to any third party without the Provider’s consent. Likewise, the Provider will maintain the confidentiality of the Client’s information and data, pursuant to its Privacy Policy and contractual duty, and will not disclose Client-specific information to third parties except as allowed in Section 4.3 above or with the Client’s permission. Each party will limit access to the other’s confidential information to those of its employees or subcontractors who need to know it for the execution of the Contract and who are bound by similar confidentiality obligations. These confidentiality obligations continue even after the Contract ends.
4.5 Data Breach and Security: The Provider will notify the Client without undue delay if it becomes aware of any unauthorized access to personal data stored on the Platform (a data breach) that affects the Client’s data. The notification will include known details and assist the Client in meeting any reporting obligations. The Client is responsible for maintaining the security of its account credentials to the Platform and for ensuring that only authorized personnel access the system. The Client should promptly inform the Provider if it suspects any unauthorized access to its account or any security vulnerability.
This Agreement and any Contract shall be governed by the laws of Curaçao. All matters arising out of or relating to these Terms, including any disputes, shall be resolved under the laws of Curaçao, without regard to its conflict of law principles. The Parties agree that the courts of Curaçao shall have exclusive jurisdiction to adjudicate any dispute, controversy, or claim arising out of or in connection with the Contract or these Terms, or the breach or termination thereof. Specifically, any such disputes shall be submitted to the Court of First Instance in Curaçao as the forum of ultimate jurisdiction. Notwithstanding the foregoing, the Provider reserves the right to initiate legal proceedings for collection of overdue amounts or enforcement of its intellectual property or other rights in any jurisdiction where the Client is located or has assets, if necessary.
The Client agrees that any judgment or order of a Curaçao court may be enforced in any other jurisdiction as needed. If the Contract or these Terms are translated into a language other than English, the English version shall prevail to the extent of any inconsistency (the Parties acknowledge that the official language of these Terms is English). If any provision of these Terms is found invalid or unenforceable under Curaçao law by a court of competent jurisdiction, that provision will be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remainder of the Terms shall remain in full force and effect.
Neither party shall be liable for any failure or delay in performing its obligations (except payment obligations) if such failure or delay is the result of Force Majeure, as defined in Definitions above. Events of Force Majeure include, but are not limited to: natural disasters (such as hurricanes, earthquakes, floods), fires, epidemics or pandemics, acts of God, war, terrorism or civil unrest, strikes or labor disturbances, electrical blackouts, embargoes or government actions, widespread failures of telecommunication or internet infrastructure, or any other events beyond the reasonable control of the affected party. The party claiming a Force Majeure event shall promptly notify the other party in writing of the occurrence of such event and use reasonable efforts to mitigate its effect and duration. During the continuation of a Force Majeure event, the obligations of the affected party (other than confidentiality and data protection obligations) are suspended to the extent they cannot be performed due to the event. If a Force Majeure event continues for an uninterrupted period of 90 days or more, either party may choose to terminate the Contract by providing at least 30 days’ written notice to the other party, given after the 90-day threshold is passed. Such termination will not constitute a breach and, in case of termination by the Client, any prepaid fees for the remaining part of the term will be refunded for services not rendered. Likewise, if the Provider terminates under this clause, it will refund any prepaid fees for the period after termination.
7.1 Minimum Term Commitment: The Client acknowledges that each subscribed device/service carries an initial Minimum Term of 24 months commitment. The Client may not terminate the Service for a device early (i.e. before the 24-month term for that device has elapsed) except as permitted herein. During the Minimum Term, the Client is obligated to continue paying for the Service for that device, regardless of whether the device is actively used, except if termination is due to Provider’s breach or under circumstances allowed by law. Unilateral early termination by the Client is not allowed during the Minimum Term. Any attempt by the Client to cancel service early will be considered a breach of contract.
7.2 Post-Term Flexibility (Month-to-Month): After the expiration of the initial 24-month Minimum Term, the Contract for each device will automatically continue on a month-to-month basis, unless terminated. The Client may cancel any device or the entire Contract at any time after the Minimum Term by providing at least 30 days’ written notice. There is no further long-term commitment beyond the first 24 months unless a new term is mutually agreed in writing.
7.3 Early Termination by Client and Penalty: If the Client ends the Contract or cancels any Service before the end of the applicable 24-month Minimum Term for reasons other than a proven material breach by the Provider, then the Client shall be liable to pay an early termination penalty. The penalty will be equal to 100% of the remaining Subscription Fees that would have been payable for the cancelled Services through the end of the 24-month term. The Parties agree that this penalty represents fair compensation to the Provider for the Client’s early withdrawal and is not a punitive fee.
7.4 Termination for Cause by Provider: The Provider may terminate the Contract (and/or specific Services or device subscriptions) before the end of the term if the Client commits a material breach of these Terms that is either incapable of remedy or that is not cured within 15 days of written notice. In the event of termination by the Provider for the Client’s breach, the Client shall be liable for the early termination penalty as described above (as if the Client had terminated early), and the Provider may also pursue other remedies available at law for the breach.
7.5 Termination for Convenience: Aside from the post-term month-to-month cancellation with notice and the termination for cause, neither party may terminate the Contract for convenience during a term, except by mutual agreement. Any mutually agreed termination will include terms for any penalties or fee adjustments as negotiated between the parties.
7.6 Effect of Termination: Upon termination or expiration of the Contract for any reason, the Client’s right to use the Services will cease as of the effective termination date. The Client must promptly return all Equipment to the Provider as set forth in Section 8 (or make arrangements for the Provider to retrieve it), and settle any outstanding invoices. If the Contract is terminated prior to the end of a prepaid period without penalty (e.g. due to Provider’s breach or mutual agreement), the Provider will refund any pre-paid fees covering the period after termination on a pro-rata basis. Termination shall not affect any rights or liabilities that have accrued prior to termination. Sections of these Terms that by their nature are intended to survive (such as confidentiality, data protection, liability limitations, and governing law) shall survive the end of the Contract.
8.1 Ownership of Equipment: Unless otherwise expressly agreed in writing (for example, if specified that certain hardware is sold to the Client), all GPS tracking devices, dashcams, and related hardware Equipment provided by the Provider under the Contract remain the property of the Provider. The Equipment is provided to the Client on a rental or loan basis (comodato) for the duration of the Service term. The Client gains no title or ownership of the Equipment by virtue of having it installed in its vehicles or paying Subscription Fees. Any SIM cards provided remain property of the Provider or its telecom partners and must only be used for the Services. In the event that the Contract is fulfilled and the Client has fully paid for any device as part of a separate purchase agreement (if such arrangement exists for dashcams or other hardware), then ownership of that specific paid device would transfer to the Client; however, in the standard case the dashcam units and GPS units are not sold but provided as part of the service subscription.
8.2 Return of Equipment: Upon termination or expiration of the Service for a particular device (or of the Contract as a whole), the Client is obligated to return the Provider’s Equipment. All Equipment must be returned within a maximum of 30 days from the effective termination date, in good working order (ordinary wear and tear from normal use excepted). The Client should contact the Provider to coordinate the return logistics. In most cases, the Client will be responsible for uninstalling the devices from its vehicles (unless otherwise agreed) and returning them to the Provider’s designated address. Alternatively, at the Provider’s option and if practicable, the Provider may perform or assist with the uninstallation and pick-up of devices. If uninstallation is done by the Client, reasonable care must be taken to not damage the devices during removal.
8.3 Charges for Unreturned/Damaged Equipment: If the Client fails to return any piece of Equipment that is owned by the Provider within the 30-day window (or a mutually agreed extended window), or if returned Equipment is severely damaged beyond normal wear (due to misuse or mishandling by the Client), the Provider is entitled to compensation. Specifically, the Provider may charge the Client the replacement cost or commercial value of each unreturned or irreparably damaged device. This cost is usually defined in the price list or proposal (for example, the list price of a GPS tracker or dashcam). The Provider will notify the Client of any Equipment that was not received or that was received in damaged condition not consistent with ordinary use. The Client shall promptly pay the invoiced amount for such equipment as liquidated damages, since failure to return is deemed as effectively purchasing the equipment. If a device is returned but missing certain accessories (cables, mounts, etc.) that were provided, the Provider may charge for the cost of those missing components.
8.4 Condition of Equipment: The Client is expected to take reasonable care of the Equipment while it is in its possession. The Equipment should only be used as intended for the Services and in the vehicles to which it was installed. The Client must not remove or transfer Equipment to another vehicle without notifying the Provider for proper re-activation (see Section 9 on Tampering). The Client is responsible for protecting dashcams from deliberate obstruction or vandalism by its personnel; for instance, drivers should be instructed not to tamper with or cover the cameras. Any damage beyond normal operational wear (e.g., cracked camera lenses, water damage from improper cleaning, burnt units from electrical misuse) will be the Client’s responsibility. The Provider may charge for repairs or replacements in such cases.
8.5 Upgrades and Changes: During the Contract term, the Provider may offer newer models or upgrades of Equipment. If an upgrade is performed (for example, replacing 3G devices with LTE devices due to network changes), the ownership of the new equipment remains with the Provider as with the original, unless explicitly stated otherwise. The Client agrees to cooperate in swapping out devices when necessary for service continuity (such as when older networks are deprecated), and such standard upgrades will typically be provided at no additional device cost to the Client if it is purely for service continuity (installation or shipping costs may apply as agreed).
9.1 No Tampering or Modification: The Client shall not, and shall ensure that its employees, drivers, and any third parties do not, tamper with, modify, open, disassemble, or reverse engineer any Equipment or software provided as part of the Services. Any unauthorized repair or modification of the GPS trackers or dashcams is strictly prohibited. This includes attempts to remove firmware restrictions, install third-party software on the devices, or alter the hardware for purposes not intended by the Provider. The Client shall not remove or replace the SIM card provided in any device with a different SIM, and shall not move a SIM from one device to another, without the Provider’s explicit approval. If a device is malfunctioning, the Client should contact the Provider for support rather than attempting self-repair (beyond basic troubleshooting steps advised by the Provider). Violation of these rules may void the Equipment warranty (Section 2.5) and will be considered a breach of this Contract. The Provider is not responsible for any damage or loss of functionality resulting from tampering by the Client.
9.2 Maintaining Connectivity: The Client must not deliberately disable or impede the normal functioning of the Equipment. For instance, the Client should not disconnect a GPS tracker from the vehicle’s power permanently or frequently (other than for vehicle maintenance or troubleshooting), nor should the Client disable the dashcam or obstruct its camera view except temporarily for vehicle servicing needs. Any relocation or temporary disconnection of a device (for example, moving a tracker to another vehicle, or removing a dashcam during vehicle repairs) should be communicated to the Provider to ensure proper reinstallation and continuity of data reporting. The Client should also ensure that the SIM card provided in the Equipment remains active (not removed or shielded) so that data can transmit. If the Client knowingly causes a device to go offline (e.g., by cutting power or cellular connectivity) for an extended period without notifying the Provider, the Provider may treat this as a violation of acceptable use.
9.3 Unauthorized Removal: Once installed and activated, the Equipment should remain in the originally installed vehicle unless the Client has a legitimate need to transfer it. If the Client wishes to transfer a device to a different vehicle, it should seek guidance from the Provider on the proper procedure. Unauthorized removal of devices without proper handling can lead to damage or data issues. If the Provider detects that devices are not communicating due to possible tampering, it will alert the Client to verify the status. Repeated incidents of devices being intentionally disconnected or removed by the Client without coordination may result in the Provider suspending the Service for those devices until the issue is resolved.
9.4 Suspension for Tampering or Misuse: The Provider reserves the right to suspend the Service for any device or for the entire account if it reasonably suspects that the Client has tampered with the Equipment or is using the Service in a manner that violates the Contract or could cause harm to the Provider’s network or systems. This includes instances of hacking attempts, introducing malware, or any interference with the Platform’s normal operations. Before suspension (except in urgent cases where immediate action is needed to protect infrastructure), the Provider will notify the Client of the issue and allow a short cure period to cease the offending activity. Suspension for misuse will continue until the Client has remedied the violation to the Provider’s satisfaction.
9.5 Consequences of Unauthorized Tampering: Any damage to Equipment caused by unauthorized tampering, opening of the device enclosure, or improper relocation will be repaired or replaced by the Provider at the Client’s expense. Additionally, if tampering results in the need for the Provider to perform additional support or site visits, those may be billed to the Client at the Provider’s standard rates. Repeated tampering or serious misuse may be treated as a material breach of contract, giving the Provider the right to terminate the Service for cause (as per Section 7.4).
9.6 No Reverse Engineering: The Client shall not attempt to gain unauthorized access to, or derive the source code or underlying ideas or algorithms of, any software components of the Platform or firmware of the Equipment. The Client shall not perform any penetration testing or vulnerability scanning of the Provider’s systems without prior written consent. Any intellectual property in the software and firmware remains exclusively with the Provider or its licensors, and the Client is only granted a limited, revocable license to use it as part of the Services. If the Client becomes aware of any security vulnerability or incident, it should report it to the Provider rather than exploit it.
In summary, the Equipment and Services must be used only as intended and provided. Any meddling with the devices or systems beyond the scope of normal operation can result in Service disruption and breaches of contract. The Provider desires to work cooperatively with the Client to address any technical issues, so the Client should always reach out for support rather than resorting to unauthorized interventions.
10.1 Data Retention Policy: The Client’s data on the Platform – including vehicle location history, telematics data, dashcam video footage, and associated event data – is stored by the Provider for a certain retention period. By default, dashcam video recordings and images are retained for 30 days on the Platform’s cloud storage. This means that any video or audio recorded by a dashcam and uploaded (e.g. event videos triggered by incidents, or manually requested footage) will be available for viewing and download for 30 days from the date of recording. After 30 days, such footage is subject to automatic deletion or overwriting by the system, and will no longer be retrievable. The 30-day retention period for dashcam footage is a standard setting designed to balance storage needs and privacy considerations; if the Client requires a longer retention period, this may be available as an enhanced service or configuration (potentially at additional cost, or subject to storage limits). Other data, such as GPS location logs and sensor data, may be retained for a longer duration – typically the Provider retains basic fleet tracking data for the duration of the contract and a certain period (e.g. 6-12 months) thereafter, or as required by law. The exact retention periods for various data types may be described in the Provider’s policy or upon Client’s inquiry. The Client acknowledges that the Provider’s system may employ rolling data deletion (for example, the latest 30 days of video are kept, older footage is purged continuously).
10.2 Client Data Access and Export: During the term of the Contract, the Client will have the ability to access and download/export its data from the Platform using the provided interfaces (e.g. the web dashboard’s export functions or APIs). The Client is encouraged to download any important footage or reports it wishes to keep long-term before those data are purged from the system due to retention limits. For instance, if a dashcam captured a critical incident, the Client should save a copy of that video locally within 30 days. The Platform may allow configuration of shorter retention for certain data to comply with the Client’s internal policies, but cannot extend retention beyond the system’s maximum without a special arrangement. The Client can export location history, trip reports, and other telematics data into common formats (CSV, etc.) for archival. If the Client needs assistance with bulk data export, it can request help from the Provider. The Provider will reasonably assist in providing the Client’s own data, provided the request is made while the data is still available.
10.3 Data Deletion Upon Contract End: Upon termination or expiration of the Contract, the Provider may disable the Client’s access to the Platform effective the termination date. The Client should ensure it has exported any needed data prior to the end of the Contract. The Provider has no obligation to retain the Client’s data after termination and may delete all Client-specific data shortly after the Contract ends (in some cases this may happen immediately or within a grace period, for example 30 days post-termination). The Provider may retain certain data in backup systems or as required for legal compliance (such as transaction records or logs), but will maintain it subject to confidentiality. If the Client requests a final data export at termination, the Provider will make reasonable efforts to provide the Client’s historical data that still remain on the system at that time. The Client acknowledges that not all data (especially high-volume data like video) is intended for long-term storage on the Platform. The Service is primarily a real-time monitoring and recent-history tool, not a permanent archive. The Client is responsible for storing any data it needs beyond the retention periods.
10.4 Personal Data and Privacy Considerations: Both parties shall ensure that any export or transfer of personal data from the Platform is done in compliance with privacy laws. The Client should only download or share dashcam footage or tracking data with authorized personnel and for legitimate purposes (see Section 12 on Acceptable Use). If an individual (such as a driver) requests deletion of personal data, the Client, as Controller, may ask the Provider to assist in removing or anonymizing certain data if required by law, provided it does not conflict with other legal obligations to retain data. The Provider’s deletion of data is part of normal operations and is not a violation of any data retention requirement unless otherwise agreed in writing to preserve specific data.
10.5 Data Backup and Integrity: The Provider employs backups and redundancy for the Platform data to guard against accidental loss of data within the retention period. However, the Provider does not guarantee that all Client data (especially video footage, which may sometimes fail to upload due to network issues) will be captured or retrievable in every case. The Service relies on wireless networks and hardware that can occasionally fail to transmit or record data. The Client accepts that the Platform is not intended as a foolproof recording device for legal evidence purposes, and that some data may not be available due to technical reasons outside the Provider’s direct control (e.g. dashcam footage not uploaded because a vehicle was out of cellular range, or data lost due to a hardware fault). The Provider’s obligations are to maintain the system’s overall functionality and retention policies, but not to guarantee the preservation of each specific piece of data beyond the commitments in the SLA and these Terms.
11.1 Annual Price Adjustments: The Provider may adjust the Subscription Fees and other service charges on an annual basis in line with changes in operating costs, inflation, and economic conditions. In particular, the Provider may increase the fees each year by a percentage not exceeding the percentage increase in the Consumer Price Index (CPI) for Curaçao (or a comparable inflation index if an official CPI is unavailable) over the prior year, as published by the relevant statistical authority. The purpose of such adjustment is to account for inflation and cost increases while keeping fees fair and predictable. The Provider may also consider other cost factors (such as increased telecom costs, currency fluctuations, or platform enhancements) in determining the annual adjustment, but will endeavour to keep any increases reasonable.
11.2 Notice of Adjustment: The Provider will give the Client at least 30 days’ advance written notice of any price adjustment. Typically, fee changes (if any) will be communicated before the start of a new contract year or renewal term. For example, prior to an automatic renewal, the Provider would inform the Client of the new fees effective from the renewal. The notice will specify the old price, the new price, and the date the adjustment takes effect.
11.3 Client’s Right in Event of Increase: If the Client does not agree with a proposed price increase, the Client has the right to decline the renewal of the Service at the end of the current term. In other words, upon receiving notice of a fee change, the Client may exercise its option to not renew the Contract beyond the current term (as long as the Client provides a timely notice of non-renewal in accordance with Section 7.2). In such case, the Contract will terminate at the end of the current billing term and the new prices will not apply. If the Client does not object to the price change and continues to use the Services into the next term, or otherwise explicitly or implicitly accepts the renewal, the new prices will be deemed accepted and binding. Continued use of the Service after the effective date of a price adjustment constitutes acceptance of the adjusted fees.
11.4 Initial Term Price Lock: During the initial Minimum Term of 24 months, the Provider will not increase the Subscription Fee for those Services from the rate agreed at the start, except if otherwise explicitly provided in the Contract (for example, if the contract or proposal allows an increase after the first 12 months or if new features are added at additional cost). The agreed pricing is in principle fixed for the duration of the initial term to give the Client cost certainty. However, if extraordinary economic circumstances occur (such as a hyperinflation or significant increase in third-party costs), the Provider and Client may negotiate in good faith any necessary price adjustment or surcharge during the term; otherwise, the Provider absorbs normal cost fluctuations until the renewal point.
11.5 Fee Decreases and Adjustments: While increases are subject to notice as above, the Provider may also choose to decrease prices or introduce discounts, and will notify the Client of any such beneficial changes (typically such changes can be implemented immediately or at renewal without negative impact to Client). The Provider may also update the pricing structure (for example, changing from a flat fee to tiered usage-based fees) at renewal, but will communicate any structural changes clearly in the notice.
11.6 Changes in Taxes or Regulations: If there are changes in tax laws, regulatory fees, or other government-imposed costs that affect the Services (for instance, a new telecommunications levy or data privacy fee), the Provider reserves the right to pass through such increases to the Client, with notice and documentation of the change. Such adjustments are not considered a “price increase” controlled by CPI but rather a compliance matter. The Provider will similarly pass through any cost savings from tax reductions if applicable.
The Client agrees to use the Services in a legal, responsible, and good-faith manner. The following are the key responsibilities and acceptable use guidelines that the Client must adhere to:
By adhering to the above, the Client will ensure the Service is used in a manner that is safe, respectful of privacy, and effective for its intended purpose. The Provider reserves the right to audit the Client’s usage (remotely via the Platform logs) and to suspend or terminate the Service if it finds serious violations of these acceptable use rules, as noted earlier.
13.1 Capped Liability: Axxon’s total liability for any and all claims arising out of or relating to the Services, whether based in contract, tort, or any other legal theory, shall be limited to the lesser of:
13.2 Exclusions: Under no circumstances shall Axxon be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of profits, data, goodwill, or operational interruption, even if it was advised such damages were possible.
13.3 Axxon is Not Your Insurer: The Services are designed to help you monitor and improve fleet operations—not to guarantee outcomes or prevent incidents. Axxon is not responsible for accidents, theft, driver behavior, or third-party losses.
13.4 Exceptions: Nothing in this section limits Axxon’s liability for gross negligence, fraud, willful misconduct, or any liability that cannot be excluded or limited under applicable law.
13.5 Client Responsibility: The Client remains fully responsible for using the Services legally, informing drivers, and managing privacy risks. Any fines or claims due to misuse of data or equipment will be the Client’s responsibility.
In summary, the Client agrees that the Provider’s liability is restricted and that the primary guarantee offered is service credits for downtime. The Client should take necessary measures (insurance, backups, prudent use) to protect itself against risks that are beyond the Provider’s liability scope. These limitations accord with industry standards for telematics and cloud services and are considered a fundamental part of this Contract.
By using Axxon’s Services or signing the relevant Proposal/Contract, the Client confirms that it has read, understood, and agrees to these Terms and Conditions. All sections of these Terms shall be enforceable to the fullest extent permitted by the laws of Curaçao. Any amendments to these Terms must be made in writing and agreed by both parties. If the Provider updates these standard Terms (for example, to reflect changes in law or new features), the Provider will notify the Client or publish the revised Terms, but no change will apply to an existing Contract unless accepted by the Client (except where required by law). These Terms (and any Contract referencing them) constitute the entire agreement between the Provider and Client regarding the Services and supersede any prior discussions or representations. The Client’s own purchase terms (if any) are not applicable to this Service. The Client cannot assign or transfer the Contract to any third party without the Provider’s prior written consent (such consent not to be unreasonably withheld). The Provider may assign the Contract to a successor entity in case of merger or transfer of the business, with notice to the Client.
Both Provider and Client express their consent to these Terms, intending to be legally bound.
