GENERAL TERMS AND CONDITIONS

(Valid as per 17.10.2015)

1. GENERAL

GSMtasks and its associated website gsmtasks.com, is an Internet-based delivery and task platform, which enables managing and analyses of User’s logistics needs; assign tasks, optimize routes. As the User gains a full overview of tasks that need to be completed or are in progress – visualized via map with employees’ or agents’ current location and where they are headed next, the employees or agents of the User are provided with the mobile application enabling scheduling of tasks and electronic documentation, such as acceptances of deliveries, ability to upload electronic signatures to documents to fulfill all delivery requirements digitally.

The services are integratable with User’s current systems including CRM, warehouse, and sales (however the costs shall be borne by the User).

The general terms and conditions herein shall be applicable and shall regulate all legal contractual relationships between GSMtasks and its Users.

2. AGREEMENT

By registering as a User with GSMtasks Website, such a User confirms that prior to registering, such a User had sufficient opportunity and knowledge to examine and understand these terms and conditions. By registering, such a User approves these general terms and conditions and is therefore legally bound by them and any updated version of the above, inter alia, a User explicitly confirms its knowledge and obligation with regard to the Fees.

The User Agreement between GSMtasks and a User is entered into and becomes effective as of the moment of registration on GSMtasks Website as a User.

These general terms and conditions shall remain available for Users also after the registration process from the GSMtasks website.

GSMtasks is not party to any agreement between User and Users employees or agents, but only to these general terms and conditions and is obliged to follow them in its activity, and thereby acts solely as a platform provider for the Users..

GSMtasks reserves the right to change these terms and conditions at any time. GSMtasks will provide the changed terms and conditions on the GSMtasks Website or in User account.

GSMtasks strives to continuously improve the GSMtasks services. Therefore GSMtasks reserves the right to change the GSMtasks materials services at any time. GSMtasks will endeavour to inform a User about any major changes as much as possible in advance either via GSMtasks Website, through User account. If such a change has a detrimental impact on User’s use of the GSMtasks services, a User may as User’s sole and exclusive remedy terminate agreement with GSMtasks by ceasing use of the GSMtasks materials and the services and by notifying GSMtasks 30 days in advance.

3. DEFINITIONS

In these general terms and conditions for using GSMtasks services, the following terms shall be defined as:

Account:
means of usage of the services, website and mobile application of GSMtasks.

Website:
the services platform, which can be found at domain www.GSMtasks.com, or other such domains as provided by GSMtasks for its Users, wherein a system is made available for the Users to utilize GSMtasks services, including the (1) databases; (2) relevant GPS data and statistics; (3) communication and information tool; (4) mobile application for the User’s employees and agents; (5) electronic documentation tools and (6) any other service, tool or opportunity offered by GSMtasks.

User:
a natural person or legal person, who has registered with the GSMtasks Website and has thereby opened a GSMtasks Account.

GSMtasks Account:
each User's account in the GSMtasks services platform. Active GSMtasks account gives the User access to GSMtasks services and Website and User is obliged by these terms and conditions, including the acceptance of the Fees.

GSMtasks:
GSMvalve OÜ, Estonian company reg. no 11181045, registered address: Tähetorni 21, Tallinn, 11625 Estonia, phone number: 687 0722, e-mail address: info@gsmvalve.ee.

Fee:
is a sum of monthly fee and fee per every User’s employee or agent. The Fee is payable by the User to GSMtasks for providing the platform through the GSMtasks Website, as well as management and provisions of other services that may possibly be offered by GSMtasks. Fees shall be specified in a schedule of fees available on the Website.

Digital-ID:
any personal electronic identification system, which can be used for identity verification (for example ID-card, mobile-ID, digital or electronic signatures, or any personal identification services indicated on GSMtasks’s Website).

4. THE GSMTASKS ACCOUNT

In order to be able to use the GSMtasks Website, the User must have a GSMtasks Account, which is obtained through registration as a User. User may sub-register its employees.

GSMtasks may require that Users must use their Digital-ID, in order to sign and accept these general terms and conditions and/or use services.

The User agrees and obliges to keep its registered username, password and other information received from GSMtasks or other Users confidential, using diligence and care. A User shall immediately give notice to GSMtasks if any suspicion arises, that a third party has gained access to that User's username and password, or in any other way has obtained access to that User's GSMtasks Account. Should a User be so negligent, and thereby not notify GSMtasks of such suspicion, the User will be held responsible for any unauthorized use of the GSMtasks Account and for any potential consequences, including damage occurring from such unauthorized use.

A User shall immediately make any changes in their registered personal data, such as name, address, telephone number, bank account information, employees’ ad agents’ information and any other information which was provided during the registration process and later on, directly on the Website.

Users will be held liable for any damage incurred by GSMtasks or any other as a consequence of the User acting in a way which breaches these general terms and conditions, or by any other direct negligence of these terms. GSMtasks reserves the right to deny offering certain services, displaying Offers or disclosing information if GSMtasks, in its sole discretion, deems that the misuse may be suspected.

The processing of personal data(according to the Personal Data Protection Act), available through GSMtasks Website or acquired through a Users’ GSMtasks Account, shall not be used for any other purposes, other than those necessary for the performance of the these terms and conditions. Furthermore, the User is obliged to ensure that all necessary consents of his employees or agents have been acquired in due course in order to use GSMtasks services, Website and mobile application (including GPS tracking of employees or agents vehicles, mobile devices etc).

The User is further responsible that User’s contractual relationship with User’s customers enable use of electronic acceptances, signatures etc.

5. FEES

The Fees are set forth on GSMtask Website. The fee only embodied the right to use GSMtasks services, Website and mobile apps. The use of the Account (including via mobile applications) may incur costs for access, communication etc which are not embodied by the Fee.

The Fee for use is due in advance at the beginning of the period of use and should be received by GSMtasks by no later than by the third working day of the respective time period. Invoices for additional services provided by GSMtasks are due immediately. All payment costs shall be borne by the User.

A right of the user to offset or retain his payments owing to counter-claims is excluded unless for undisputed counter claims or counter claims which have been declared final and binding.

In the event that a user who has been granted a discount by GSMtasks for a particular billing period due to an advanced fee payment or campaigns, terminates the contract or part of the contract before the end of this billing period, the discount applied will be retrospectively cancelled if not agreed otherwise.

GSMtasks is entitled to increase the price of the agreed licence annually to a reasonable extent, provided that no price guarantee was explicitly agreed for the respective period. GSMtasks will announce the price increase in writing giving 30 days prior notice. If the price increase exceeds 20% compared with the same period during the previous year, the User has the right to terminate the contract within 30 days from the day the new price applies.

Non-application of a discount or expiry of a special time-restricted agreement is not a price increase as defined in this clause. If GSMtasks does not exercise the right to increase prices once or several times this does not mean that it waives the right as such. Advance payment does not grant any price guarantee for the period paid for in advance.

Should the User not pay any amount due on the date described on the invoice, an additional reminder for payment will be sent to the User through the contact information provided by the User in GSMtasks Account.

Should the User not make such payment within 10 days from the original maturity date, the outstanding debt may be collected by way of debt collection by such agencies as deemed most effective by GSMtasks.

If payment, or part thereof, is not made in accordance with the issued invoice, the User shall be charged interest for late payments in the amount of 0,2 percent of the current debt per each calendar day overdue, as well as for any administration fees associated with continued reminders and the debt collection process in accordance with applicable laws. GSMtasks may demand the User to pay compensation for debt collection costs.

6. DATA

GSMtasks is responsible for processing personal data in accordance with any applicable laws and regulations. The personal data of Users who are natural persons are processed by GSMtasks and other persons authorized by GSMtasks. Such personal data as provided by Users of GSMtasks during registration or anytime thereafter, including (name, personal identification number, address, telephone number, e-mail address, bank account information, information regarding a User's employees’ or agents’ vehicles or mobile devices, GPS data and information that is in legal possession of GSMtasks), shall be handled in the strictest confidentiality in accordance with good business practices, all applicable data protection rules and used in connection with the administration of a User’s GSMtasks Account, GSMtasks marketing and customer analyses, business development and risk management. GSMtasks may, unless otherwise requested by a User, use such personal data for purposes of direct marketing.

If a User wishes to receive information on how personal data is processed, or wishes to request a change in such data, or wishes to withdraw his/her consent for processing of data, a written request must be sent to GSMtasks. Should the User not wish to receive direct marketing material from GSMtasks, this must be requested by the User directly on the Website, or by contacting GSMtasks or by choosing this option in specific direct marketing tool.

GSMtasks shall still reserve the right to send (SMS/Email) communications in regards fulfilment of User obligations under these terms and conditions. When assigning and transferring the any claim(s) on the User in whole or in part to a debt collection agency or other third party with the purpose of reclaiming the outstanding debt, GSMtasks has the right to send personal data of Users concerned (see above) to this debt collection agency or other third party for the assignment and transfer of the claim(s) and with the purpose of reclaiming the outstanding debt.

Data are only divulged to state agencies if prescribed by law.

Data can also be stored on the user's computer, so-called "cookies". They serve to simplify access for the User and to tailor GSMtasks’s offering to the user's interests. The user is however able to deactivate this function within his browser. In this case, however, there may be restrictions on the Website's usability. GSMtasks uses web analytics service and website optimizing services that uses "cookies", which are text files placed on your computer, to help the website analyze how users use the site. The information generated by the cookie about your use of the Website (including your IP address) will be transmitted to and stored by web alaytics service provider. Web alaytics service provider will use this information for the purpose of evaluating your use of the website, compiling reports on website activity for website operators and providing other services relating to website activity and internet usage.

GSMtasks may also transfer this information to third parties where required to do so by law, or where such third parties process the information on GSMtasks’s behalf.

GSMtasks employs technical and organisational security measures to protect the User's data that it is managing against manipulation, loss, destruction and access by unauthorised individuals. The security measures are constantly being improved in line with technological developments.

GSMtasks expressly points out that data transmission via the Internet (e.g. when communicating by e-mail) is subject to security flaws and cannot be fully protected against third party access.

7. TERMINATION OF THE AGREEMENT, CLOSING AND INACTIVATION OF AN ACCOUNT

A User, who is a natural person, has the right to inactivate his GSMtasks Account within 14 days from the date of registration with GSMtasks on GSMtasks Website as a User, by notifying GSMtasks of its wish to withdrawal from the User Agreement within this period through GSMtasks Website. This notice is considered as an intent to withdrawal. GSMtasks shall return all received fees and other amounts within 14 days from this notice.

A User, who is a legal person, has the right to terminate the Agreement with 30 day prior notice. If the User does not notify of the termination 30 days prior they will be obligated to pay a penal fine, which will be calculated based on the days of notice given and the fees payable according to the contract.

GSMtasks has the right to terminate the Agreement with a User if a User has materially infringed any of the terms and conditions herein with 30 days prior notice. If the User has infringed any of the obligations related to the Fee, GSMtasks sends an additional reminder for payment that also constitutes a prior notification of 15 days for termination of the agreement. The termination of the Agreement means also inactivation of the Account and any related services, e.g. mobile applications.

GSMtasks reserves the right:

  1. to immediately revoke the contractual relationship with any User and close the User's GSMtasks Account, if that User has made any misrepresentation, including but not limited to presenting false, misleading or inaccurate information, towards GSMtasks, or has repeatedly or in any other respect been in material breach of these general terms and conditions, or in case of bankruptcy or death of the User or if the User in any other respect no longer fulfils the conditions to be a User under these general terms and conditions, including misuse of data in Website.
  2. GSMtasks reserves the right to, without any prior notice, close a User's GSMtasks Account, if any suspicion arises of any unauthorized or inappropriate use of GSMtasks Account by a User.
  3. GSMtasks also reserves the right to revoke the contractual relationship with any User and close the User's GSMtasks Account without advance notice or warning, thereby terminating all contractual relationships, if a User is involved in any illegal activities, including but not limited to activities regarding money laundering and terrorist financing, or if suspicion of such activities arises.

Users shall have the right to request information about closing of a GSMtasks Account from the GSMtasks Website.

8. ASSIGNMENT

A User may not grant the use of, assign, transfer or pledge its GSMtasks Account to any third party without the prior consent from GSMtasks.

GSMtasks retains the right to assign, transfer and pledge its rights and obligations under these general terms and conditions to a third party.

9. LIMITATION OF LIABILITY

The content of this Website is created with the greatest possible care. GSMtasks does not warrant that the information provided on this Website is entirely correct and up to date in all cases. Use of the online content is at the User’s own risk.

GSMtasks will endeavour to offer the online service as free from interruption as possible. But despite every care downtime cannot be ruled out. GSMtasks reserves the right to change or suspend the offering at any time.

This website contains links to third-party websites ("external links"). Liability for these websites resides with the relevant operators. GSMtasks has no influence over the current and future design and content of the linked pages

With the exception of the obligatory acceptance of these terms and conditions of use, the use of the GSMtasks Website shall not give rise to any contractual relationship between the user and GSMtasks. This being so, no contractual or quasi contractual claims against GSMtasks will be entertained.

The content and works published on this Website are protected by copyright. Every instance of use not permitted by the agreement requires the prior written consent of GSMtasks. This applies in particular to the duplication, editing, translation, initial storage, processing of content (e.g. database, pictures, and text). The unauthorised duplication or dissemination of individual items of content or entire pages for business or commercial purposes is not permitted and is an indictable offence.

Links to the GSMtasks Website are welcome at all times and do not require the consent.

GSMtasks is not liable for any damage that occurs as a consequence of errors which originate from a breach in Internet connections or errors in the GSMtasks communication services, which prevent access to the Website and/or a GSMtasks Accoun. Furthermore, GSMtasks is not liable for damage which is caused by errors in personal data provided by its Users, or for defects in GSMtasks systems which prevent access to the services, Website, mobile application and/or a GSMtasks Account. GSMtasks is not liable for damage caused by a country's legislation or decisions of a government, acts of war, downtime in the public communication systems, financial systems, strike, blockade, boycott, lockout or other similar circumstances (force majeure). The exceptions regarding strike, blockade, boycott and lockout apply also if GSMtasks itself is the subject of such event, or participates in similar conflicts.

Under no circumstances does GSMtasks assume any responsibility for indirect damage. Should any of the aforementioned events prevent GSMtasks from completing transactions such as payments or other services for its Users, those actions shall be carried out as soon as the hindrance has ceased.

10. APPLICABLE LAW AND DISPUTES

Estonian law applies to these general terms and conditions and in case of a dispute, it shall be resolved in the courts of Harju County, Estonia.

GSMtasks is not a freight institution, cargo institution or a provider of any of the related services. GSMtasks does not grant or act as a broker as defined in Estonian law, but acts as a platform.

Users have the right to obtain information from GSMtasks regarding services offered by GSMtasks prior to registering with GSMtasks on GSMtasks Website as a User and also afterwards. Users dissatisfied with GSMtasks’s services may contact GSMtasks to resolve the issue at e-mail address info@gsmtasks.com. In case of breach of these general terms and conditions, Users have the right to use legal remedies provided by applicable law and/or file a complaint with GSMtasks and/or the court.

© 2014 GSMtasks. All Rights Reserved.