General terms and conditions.

1.1 These General Terms and Conditions (the "Terms") apply to all business relationships between TrackLog System GmbH, FN 682974 z, Commercial Court of Vienna ("TrackLog") and its customers (the "Customer").

1.2 The Terms are addressed exclusively to entrepreneurs within the meaning of § 1 of the Austrian Commercial Code (UGB) and to legal entities under public law. Contracts are not concluded with consumers within the meaning of § 1 of the Austrian Consumer Protection Act (KSchG). If an order is nevertheless placed by a person who is a consumer within the meaning of § 1 KSchG, TrackLog may reject the order and reverse the transaction. By ordering, the Customer confirms their status as an entrepreneur.

1.3 The Terms apply in the version valid at the time the contract is concluded. The Customer's terms do not become part of the contract, even if TrackLog does not expressly object to them or performs without reservation in knowledge of conflicting terms.

1.4 TrackLog may adapt these Terms for ongoing contracts with at least eight weeks' notice in text form. If the Customer does not object to the change within four weeks of receipt of the notice, the amended Terms are deemed accepted. TrackLog will expressly point out this consequence in the change notice. In the event of an objection, TrackLog may terminate the contract ordinarily with effect from the date the change takes effect.

1.5 Deviating agreements are valid only if confirmed in writing by TrackLog.

2.1 Depending on the agreement, TrackLog's services comprise:

• (a) the supply, rental or leasing of hardware, in particular GPS vehicle trackers, OBD dongles, gateways and accessories ("Hardware");
• (b) the provision of a software platform for live location, logbook, route history, geofencing, fleet overview and related reports ("Platform");
• (c) related services such as configuration, commissioning, support and maintenance.

2.2 The specific scope of services follows from the relevant offer, order confirmation or individual contract. Product descriptions, technical data and images on the website are descriptions of services, not guarantees in the legal sense.

2.3 Support covers answering technical enquiries by email and phone Monday to Saturday from 08:00-20:00 CET, excluding Austrian public holidays.

2.4 TrackLog may develop and update the Platform and change individual features insofar as this is reasonable for the Customer and the agreed core scope of services is not materially restricted.

3.1 The Hardware and the Platform serve vehicle location, logbook keeping and fleet coordination. They are tools and do not replace the Customer's own responsibility for lawful use in their operation.

3.2 The Customer is solely responsible for complying with all applicable laws, in particular data protection (GDPR, Austrian DSG) and employee data protection. This includes, among other things, establishing a legal basis for processing personal data of drivers and other data subjects, informing those persons as required, and obtaining consents or concluding works agreements where applicable.

3.3 TrackLog does not provide legal advice. Position and vehicle data may be inaccurate, delayed or temporarily unavailable depending on the environment (tunnels, car parks, interference, mobile coverage). The Customer must maintain adequate operational processes that secure their business even if the Hardware, the Platform or data transmission fails.

3.4 TrackLog is not liable for damage resulting from a missing, delayed or incorrect reaction by the Customer to location, alert or logbook data provided.

4.1 TrackLog's offers are non-binding unless expressly designated as binding.

4.2 The Customer's order constitutes a binding offer. The contract is formed only upon receipt of TrackLog's order confirmation or upon performance of the service.

4.3 TrackLog is not bound by obvious errors, printing or calculation mistakes in offers, confirmations or price lists.

5.1 All prices are in euro, net plus statutory VAT, ex place of business and exclusive of packaging, shipping, transport and any customs duties, unless otherwise agreed.

5.2 Recurring services are invoiced monthly in advance unless otherwise agreed. For the annual plan (section 15.2), invoicing is annually in advance for the respective contract term, unless otherwise agreed.

5.3 Invoices are, unless otherwise agreed, due for payment within 14 days of the invoice date without deduction.

5.4 In the event of late payment, statutory default interest pursuant to § 456 UGB applies vis-à-vis entrepreneurs.

5.5 The Customer may set off only against undisputed or finally adjudicated claims.

5.6 TrackLog may adjust prices for ongoing term services after reasonable prior notice (at least eight weeks). In that case the Customer has an extraordinary right of termination effective when the price change takes effect.

6.1 Delivery periods are non-binding unless expressly agreed as binding.

6.2 The risk of accidental loss and accidental deterioration passes to the Customer upon handover of the goods to the Customer or, in the case of shipment, upon handover to the carrier.

6.3 Partial deliveries are permitted insofar as they are reasonable for the Customer.

7.1 Delivered Hardware remains TrackLog's property until all claims arising from the business relationship have been paid in full.

7.2 The Customer must treat goods subject to retention of title with care. If third parties seize such goods, the Customer must notify TrackLog without delay.

7.3 Resale of goods subject to retention of title is permitted only in the ordinary course of business; the Customer hereby assigns the resulting claims to TrackLog by way of security.

8.1 The Customer must inspect delivered Hardware without delay after handover. Obvious defects must be notified in writing within four working days of handover; hidden defects within ten working days of discovery. § 377 UGB applies.

8.2 If the Customer fails to notify in time, the goods are deemed approved; warranty, damages and mistake claims are excluded to that extent.

9.1 TrackLog warrants that the Hardware has the agreed characteristics at handover. The warranty period for Hardware vis-à-vis entrepreneurs is twelve months from handover.

9.2 TrackLog may first remedy by repair or replacement, at its option. The presumption rule of § 924 of the Austrian Civil Code (ABGB) is excluded.

9.3 There is no warranty for defects caused by improper handling, faulty assembly or installation, failure to follow operating or maintenance instructions, third-party interference, environmental conditions outside the specified operating parameters, or normal wear.

9.4 For software and the Platform, no warranty is given for uninterrupted or error-free availability. Position accuracy and completeness of GPS data depend on factors outside TrackLog's sole control.

10.1 TrackLog is liable in accordance with statutory provisions for intent and gross negligence and for personal injury.

10.2 For slight negligence TrackLog is not liable vis-à-vis entrepreneurs, insofar as legally permissible.

10.3 Liability for lost profit, indirect damage, consequential damage, data loss, pure financial loss and for damage from missing, delayed or incorrect position transmission is excluded vis-à-vis entrepreneurs, except in cases of intent or gross negligence.

10.4 TrackLog's liability is limited in amount to the total amount paid by the Customer to TrackLog in the relevant contract year, but not more than EUR 50,000 per damaging event.

10.5 The mandatory provisions of the Product Liability Act (PHG) remain unaffected.

10.6 The Customer's claims for damages become time-barred, insofar as legally permissible, within one year of knowledge of the damage and the person causing it.

11.1 TrackLog strives for high availability of the Platform but does not owe a specific availability unless expressly agreed in a separate service-level agreement (SLA).

11.2 Maintenance, updates and operationally necessary interventions may cause temporary restrictions.

11.3 Outages outside TrackLog's control are excluded from any owed availability (in particular disruptions of mobile or internet connectivity, power outages at the Customer, force majeure).

12.1 The Customer receives a non-exclusive, non-transferable right to use the Platform for the contract term in the agreed scope.

12.2 The Customer may not copy, decompile, modify the software or make it available to third parties, except where this is mandatorily permitted by law.

13.1 The parties undertake to comply with data-protection law, in particular the GDPR and the Austrian DSG.

13.2 Where TrackLog processes personal data on the Customer's behalf, conclusion of a data-processing agreement under Art. 28 GDPR is a precondition before performance begins.

13.3 TrackLog may use anonymised or aggregated usage and telematics data to improve the services and for statistical purposes.

13.4 Details of processing are described in the privacy policy on tracklog.at.

14.1 GPS trackers (TrackLog T1) provided under the subscription remain the property of TrackLog System GmbH. The Customer must return the Hardware to TrackLog in proper condition within 14 days after the contract ends.

14.2 The Customer bears the cost of return shipment.

14.3 If return is not timely or the Hardware is returned damaged, TrackLog may invoice a lump-sum damages amount of 49.00 € per device. The right to claim further damage is reserved.

15.1 Contracts for term services are concluded for an indefinite period unless a minimum term or an annual plan is agreed in the offer or order confirmation.

15.2 Annual plan: If an annual plan is agreed in the offer or order confirmation, the contract term is twelve months from the start of performance (contract start). The annual plan renews automatically for further twelve-month periods unless terminated by either party in writing with one month's notice to the end of the then-current term. Ordinary termination during a running term is excluded.

15.3 Monthly contracts and contracts for an indefinite period may be terminated by either party in writing with one month's notice to the end of a calendar month, unless otherwise agreed.

15.4 The right of extraordinary termination for good cause remains unaffected.

The Customer must comply with applicable national and international export-control rules. Transfer to sanctioned countries or sanctioned persons is prohibited without an express official licence.

Events of force majeure release the affected party from the duty to perform for their duration. If the event lasts longer than three months, either party may terminate the affected contract.

The parties undertake to keep confidential information of the other party secret and to use it only for the purposes of the contract. This obligation continues for five years after the contract ends.

19.1 Changes and additions to the contract require written form.

19.2 If a provision of these Terms is or becomes invalid, the validity of the remaining provisions remains unaffected.

19.3 Austrian law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

19.4 The exclusive place of jurisdiction for all disputes is the court in Vienna that has subject-matter jurisdiction.

19.5 Place of performance is TrackLog's registered office in Vienna.