Terms of Service

1. Acceptance and formation of contract

By accessing or using the IntelliFleet 360 website or platform you agree to these Terms. If you are using the platform on behalf of a company or organisation, you represent that you are authorised to bind that entity. The contract is formed when (i) you accept these Terms during account creation or platform login, or (ii) the parties sign a written subscription agreement that incorporates these Terms by reference.

2. Parties

These Terms are entered into between IntelliFleet 360 Limited, a private company incorporated in the Republic of Kenya with registered office at Harrison House, 3rd Ngong Avenue, Upper Hill, Nairobi ("IntelliFleet 360", "we", "us") and the person or entity accessing or using the website or platform ("Customer", "you"). Together we are the "Parties".

3. Definitions

• "Agreement" means any signed subscription order, master services agreement or order form between the Parties that references these Terms.
• "Customer Data" means data submitted to or generated through use of the Platform by or on behalf of Customer, including telemetry from Hardware installed in Customer vehicles.
• "Documentation" means the technical documentation, user guides, and help-centre articles made available by IntelliFleet 360.
• "Hardware" means GPS units, dash cams, sensors, and any other physical equipment supplied by or through IntelliFleet 360.
• "Platform" means the IntelliFleet 360 fleet-management software-as-a-service offering, including web application, mobile applications, APIs, and the Documentation.
• "User" means an individual authorised by Customer to access the Platform.

4. Account and permitted use

Customer is responsible for the activity of every User, for safeguarding credentials, and for promptly notifying IntelliFleet 360 of any suspected unauthorised access. Customer will not permit any non-User to access the Platform, share user credentials, or circumvent any access controls.

The Platform may be used solely for Customer's internal business purposes in connection with the operation of fleets and assets that Customer owns, leases, or is contractually authorised to manage.

5. Subscription and licence

Subject to these Terms and the Agreement, IntelliFleet 360 grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term solely for the number of vehicles, sites or Users specified in the Agreement.

The Platform is licensed, not sold. IntelliFleet 360 retains all right, title and interest in the Platform, including all intellectual property rights, and reserves all rights not expressly granted.

6. Hardware

Where the Agreement includes Hardware, title to the Hardware passes to Customer upon delivery and full payment, unless the Agreement specifies a rental, leasing, or device-as-a-service arrangement, in which case ownership remains with IntelliFleet 360. Hardware is provided with a 24-month limited warranty against manufacturing defects, exclusive of damage caused by accident, misuse, tampering or unauthorised modification.

Installation by an IntelliFleet 360 certified partner is included for the standard kit; non-standard installations are quoted separately. Customer must allow IntelliFleet 360 reasonable access to vehicles for installation and maintenance.

7. Customer data and privacy

As between the Parties, Customer Data is and remains the property of Customer. IntelliFleet 360 processes Customer Data only as a Data Processor on Customer's instructions, in accordance with the Data Processing Addendum (DPA) that forms part of the Agreement, and in compliance with the Kenya Data Protection Act, 2019 and other applicable laws.

Customer warrants that it has the lawful basis to provide Customer Data to IntelliFleet 360 (including any required consents from drivers and other end-users) and that providing it to IntelliFleet 360 does not violate the rights of any third party.

Customer can export Customer Data at any time during the Subscription Term in machine-readable form. After termination, Customer Data is retained for the period stated in the DPA and then deleted.

8. Confidentiality

Each Party will treat the other Party's Confidential Information with the same care it uses to protect its own confidential information, and at minimum reasonable care. "Confidential Information" includes commercial terms, technical information, customer lists, security details, and anything marked confidential or that a reasonable person would understand to be confidential. The receiving Party will use Confidential Information only to perform under the Agreement and will limit access to those of its personnel and advisors who need it. These obligations survive termination of the Agreement for three (3) years (and indefinitely for trade secrets).

9. Intellectual property

IntelliFleet 360 and its licensors own the Platform, the Documentation, the IntelliFleet 360 brand, all software code, all algorithms and machine-learning models, and all derivative works. Customer owns Customer Data and any Customer-specific configurations. Feedback that Customer provides is licensed to IntelliFleet 360 perpetually and royalty-free for use in the Platform, but IntelliFleet 360 will not identify Customer as the source without prior consent.

10. Acceptable use

Customer will not, and will not permit any User or third party to:

• Reverse engineer, decompile or disassemble the Platform, except to the extent permitted by mandatory Kenyan law;
• Use the Platform to send spam, malware, or content that is unlawful, infringing, or harmful;
• Use the Platform in violation of the Computer Misuse and Cybercrimes Act, 2018 or any other applicable law;
• Use the Platform to track individuals other than Users and drivers operating Customer's fleet, or in a manner inconsistent with applicable privacy and labour laws;
• Resell, sublicense, lease, or otherwise commercialise the Platform without IntelliFleet 360's prior written consent;
• Bypass technical limitations, rate limits or security measures;
• Interfere with or disrupt the integrity or performance of the Platform.

IntelliFleet 360 may suspend access to the Platform without prior notice if Customer's use creates an imminent risk of harm or material breach of this section. We will reinstate access promptly when the issue is resolved.

11. Fees, payment, and taxes

Fees are set out in the Agreement and are payable in Kenyan Shillings (KES) unless otherwise agreed. Invoices are due 30 days from invoice date. Late payments accrue interest at 2% per month or the maximum allowed by law, whichever is lower. All fees are exclusive of Value Added Tax (VAT) and any other taxes; Customer is responsible for taxes other than those imposed on IntelliFleet 360's net income.

Subscription fees are non-refundable except where required by law or expressly stated in the Agreement. IntelliFleet 360 may revise fees at the start of any renewal term with 60 days' written notice.

12. Term, renewal, and termination

The Subscription Term is set out in the Agreement and renews automatically for successive terms equal to the initial term unless either Party gives written notice of non-renewal at least 60 days before the end of the then-current term.

Either Party may terminate the Agreement for cause if the other Party (a) materially breaches the Agreement and fails to cure within 30 days of written notice, (b) becomes insolvent, files for bankruptcy or has a receiver appointed, or (c) ceases to do business.

On termination: Customer's right to access the Platform ends; Customer Data will be available for export for 30 days; outstanding fees become immediately due; sections that by their nature should survive termination (including IP, confidentiality, liability, governing law) will do so.

13. Service-level commitments

IntelliFleet 360 commits to a monthly uptime of 99.5% for the Basic plan, 99.9% for the Advanced plan, and 99.95% for the Premium plan. The full SLA — including service-credit calculations, exclusions, and incident-response targets — is set out in the Service Level Schedule that forms part of the Agreement and is also published at /trust.

14. Warranties and disclaimers

IntelliFleet 360 warrants that during the Subscription Term the Platform will perform materially in accordance with the Documentation. As Customer's exclusive remedy for breach of this warranty, IntelliFleet 360 will use commercially reasonable efforts to remediate; if remediation is not commercially feasible, Customer may terminate the affected subscription and receive a pro-rata refund of pre-paid unused fees.

Except as expressly set out in this section, the Platform is provided "as is" and "as available", and to the maximum extent permitted by Kenyan law, IntelliFleet 360 disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted operation. Without limiting the foregoing, IntelliFleet 360 does not warrant that the Platform will be free of errors or that operation will be continuous, and Customer is responsible for the use it makes of the data the Platform produces.

15. Limitation of liability

To the maximum extent permitted by law, neither Party is liable to the other for any indirect, special, incidental, consequential or punitive damages, or for any loss of profit, revenue, business, anticipated savings, goodwill, or data, even if advised of the possibility of such damages.

Each Party's total aggregate liability arising out of or relating to this Agreement, whether in contract, tort or otherwise, will not exceed the total fees paid by Customer to IntelliFleet 360 in the twelve (12) months immediately preceding the event giving rise to the liability.

Nothing in these Terms limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded by law (including liability under the Consumer Protection Act, 2012 to the extent it cannot be lawfully excluded); (d) breach of section 9 (IP), section 8 (Confidentiality), or section 16 (Indemnification).

16. Indemnification

IntelliFleet 360 will defend Customer against third-party claims that the Platform infringes a Kenyan registered intellectual-property right, and pay damages and costs finally awarded by a court of competent jurisdiction or agreed in settlement, provided Customer (i) promptly notifies IntelliFleet 360 of the claim, (ii) gives IntelliFleet 360 sole control of the defence and any settlement, and (iii) reasonably cooperates with the defence.

Customer will defend IntelliFleet 360 against third-party claims arising out of (a) Customer Data or Customer's use of the Platform in breach of these Terms, (b) violation of any law or third-party right by Customer, or (c) infringement claims based on Customer's modifications or combinations of the Platform with anything not supplied by IntelliFleet 360.

17. Force majeure

Neither Party is liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, internet or telecommunications failures, or labour disputes — provided the affected Party gives prompt notice and uses reasonable efforts to mitigate.

18. Compliance with laws

Each Party will comply with all applicable laws in the performance of these Terms, including the Kenya Data Protection Act, 2019, the Computer Misuse and Cybercrimes Act, 2018, the Consumer Protection Act, 2012, the NTSA Act, 2012, the Income Tax Act, anti-bribery and corruption laws (including the Bribery Act, 2016), and applicable export controls.

19. Notices

Notices to IntelliFleet 360 must be sent to [email protected] with a copy by registered post to the registered office. Notices to Customer will be sent to the email address most recently provided in Customer's account, with operational notices delivered in-product. Notices are effective on receipt.

20. Assignment

Neither Party may assign these Terms without the other Party's prior written consent, not to be unreasonably withheld, except that either Party may assign to an affiliate or to a successor in connection with a merger, acquisition, reorganisation or sale of substantially all of its assets, on prior written notice.

21. Dispute resolution

The Parties will attempt in good faith to resolve any dispute arising out of or relating to these Terms within 30 days of written notice of the dispute.

If the dispute is not resolved by negotiation, it will be referred to mediation under the Mediation (Pilot Project) Rules of the Kenyan Judiciary or, by agreement of the Parties, to a sole mediator from the Chartered Institute of Arbitrators (Kenya Branch).

If mediation does not produce a settlement within 60 days, the dispute will be finally resolved by arbitration under the Arbitration Act, 1995 (Kenya), administered by the Nairobi Centre for International Arbitration (NCIA). The arbitration will be conducted in Nairobi, in English, before a single arbitrator. The arbitral award will be final and binding on the Parties.

Nothing in this section prevents either Party from seeking urgent injunctive or equitable relief from the High Court of Kenya in connection with breach of confidentiality or intellectual property.

22. General

• Governing law. These Terms are governed by the laws of the Republic of Kenya, without regard to conflict-of-law rules.
• Entire agreement. These Terms together with the Agreement and any documents incorporated by reference (including the DPA, the Service Level Schedule and the Acceptable Use Policy) constitute the entire agreement between the Parties on this subject and supersede all prior or contemporaneous communications.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions will continue in full force.
• No waiver. Failure or delay in enforcing any provision is not a waiver of the right to do so later.
• Independent contractors. The Parties are independent contractors. No partnership, joint venture or agency is created by these Terms.
• Counterparts and e-signature. The Agreement may be signed in counterparts (including electronically) each of which is an original.
• Third-party beneficiaries. A person who is not a Party to these Terms has no right to enforce them.

23. Changes to these Terms

We may update these Terms from time to time. Material changes will be notified at least 30 days before they take effect, by email to active customers and via prominent notice on this page. Continued use of the website or Platform after the effective date constitutes acceptance.

24. Contact

• Legal: [email protected]
• Postal: IntelliFleet 360 Limited, Attn: Legal, Harrison House, 3rd Ngong Avenue, Upper Hill, P.O. Box 105028-00100, Nairobi, Kenya
• Sales / customer success: [email protected] · +254 790 509 427