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Terms and Conditions

 

  1. Introduction

CELTRACK SECURITY TECH LTD with Company Registration Number: 1710263 is a company incorporated in Nigeria with its principal address at Suite B8, 2XL Mall, Gwarimpa Abuja. Celtrack Security Tech Ltd owns and operates the technology Devises aim at providing tracking solutions for merchants and movable items (“Service(s)”) through its websites and usage of Celtrack Devices at www.celtrack.online and at the registered office.

  1. These Terms

2.1 The terms and conditions set out in this Terms of Service govern all users, whether free or paid, of the device and/or Services (“User(s)”) and constitute a legal and binding agreement between Users and Celtrack Security Tech. By using or otherwise accessing the device and/or Services, Users are confirming that they have read, understood and agreed to all of these Terms unless otherwise agreed by a separate agreement. If there is a conflict between these Terms and a separate agreement between Celtrack Security Tech and a User, the latter terms and conditions will take precedence.

2.2 Celtrack Security Tech reserves the right, in its sole discretion, to vary any parts of these Terms at any time. Users should periodically visit this page to review the current Terms so that they are aware of any revision by which they are bound. In the event of any changes to these Terms, Celtrack Security Tech will post the changes on the Platform and update the “Last Updated” date at the top of these Terms, or notify Users of such changes by email at the email address registered with their Accounts (defined below). Users’ continued use of the device and/or Services after any such changes constitutes acceptance of the latest terms and conditions. However, any changes will not apply retrospectively.

2.3 The access to or use of certain areas and features of the device and/or Services may be subject to separate policies, standards or guidelines, or may require that Users accept additional terms and conditions, as published on the Site. All such separate policies, standards or guidelines, or additional terms and conditions, are hereby incorporated by reference into these Terms. If there is a conflict between these Terms and the terms and conditions applicable to a specific area or feature of the Platform and/or Services, the latter terms and conditions will take precedence with respect to that area or feature, unless otherwise specified.

2.4 All obligations and restrictions applicable to Users under these Terms shall be binding on and applicable to their Authorised Users (defined below) jointly and severally, and Users shall be responsible to procure that their Authorised Users adhere to these Terms. Accordingly, a default of these Terms by any Authorised Users shall be deemed a default by the User jointly and severally.

3.Interpretation

3.1 In these Terms, the following words and expressions have the following meanings unless inconsistent with the context or stated otherwise:

Device” means Celtrack Security Tech electronic devices installable at the request of the User on any users movable items.

Content” means any data, text, software, music, sound, photographs, graphics, video, messages or other materials, including but without limitation to, company logos, trademarks, copyrighted materials and Third Party Resources, displayed, published or made available through the Site, Platform and/or Services, whether by Celtrack Security Tech or Users;

Event of Force Majeure” means any cause beyond the reasonable control of a Party to these Terms, including any act of God, outbreak, or epidemic of any kind, communicable and virulent disease, strike, flood, fire, embargo, boycott, act of terrorism, insurrection, war, explosion, civil disturbance, shortage of gas, fuel or electricity, interruption of transportation, governmental order, unavoidable accident, or shortage of labour or raw materials;

Intellectual Property Rights” means all intellectual property rights (whether registered or not) including, but not limited to, copyright (including copyright in computer software), patents, logos, trademarks or business names, design rights, database rights, know-how, trade secrets and rights of confidence in connection with the Site, Device, Services and/or Content;

Celtrack Security Tech” means Celtrack Security Tech’s proprietary technology underlying the Site, tracking devices and/or Services, including internet operations design, content, software tools, hardware designs, algorithms, software, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Celtrack Security Tech or its licensors) in connection with the devices and/or Services, and also including any derivatives, improvements, enhancements or extensions of the Technology conceived, reduced to practice, or developed by Celtrack Security Tech from time to time that are not uniquely applicable to Users or that have general applicability in the art;

Parties” means collectively Celtrack Security Tech and the relevant User, and a “Party” means any of them;

Payment Method” means the User’s current and valid method of payment that is accepted by Celtrack Security Tech as may be varied or updated from time to time;

Personal Data” means data that may enable Celtrack Security Tech to identify Users personally, including data about a person who can be identified (i) from that data, or (ii) from that data and other information to which Celtrack Security Tech has or are likely to have access.

Subscription” means the chosen subscription plan (e.g. “BRONZE”, “SILVER”, “GOLD”, “GOLD Enterprise”, etc.) for the use of the Services in accordance with the terms and conditions as published on the Site from time to time;

Subscription Fee” means such fee(s) payable by a User for the use of the Services in accordance with the chosen type of subscription plan, applicable rate(s) and applicable currency as published on the Site from time to time;

Subscription Period” means the term of a Subscription in accordance with the chosen type of subscription plan; 

  1. Eligibility To Use

4.1 Users must be at least 18 years old and able to enter into legally binding contracts to access and use the device, Services and/or register an Account (defined below) as a User. By accessing or using the device and/or Services, Users represent and warrant that they are 18 or older and have the legal capacity and authority to enter into a contract. If a corporate entity is accessing or using the device and/or Services, the person registering for an Account for and on behalf of a corporate entity represents and warrants that he has the requisite power and authority to bind such corporate entity to these Terms.

4.2 For transparency and fraud prevention purposes, and to the extent permitted by law, Celtrack Security Tech reserves the right, but have no obligation, to (i) ask Users to provide a form of government identification or other information or undertake additional checks designed to help verify the identity or background of Users, and (ii) screen Users against third party databases or other sources.

  1. Account Registration

5.1 Users are required to register, whether through the Site or submission to Celtrack Security Tech, and maintain an account with Celtrack Security Tech (“Account”) to use the Services, whether free or paid. If Users choose to register for an Account, Users agree to provide and maintain true, accurate, current and complete information about themselves as prompted by the relevant registration form or when required to verify the same before Account activation. By registering an Account, Users authorise Celtrack Security Tech to collect, store, retain, process and use Personal Data provided Celtrack Security Tech in accordance with Celtrack Security Tech’s Privacy and Cookies Policy (https://www.celtrack.online/privacy). Users’ failure to provide, maintain accurate, complete and up-to-date personal data (including having an invalid or expired Payment Method) to enable Celtrack Security Tech to properly perform the Services may result in Users being unable to access and use the Celtrack devises and/or Services. In any event, Celtrack Security Tech reserves the right, in its sole discretion, to approve or refuse registration of an Account.  

 

5.2 Users may not assign or otherwise transfer their Accounts to any party without the prior written authorisation by Celtrack Security Tech.

5.3 Users are responsible for designating any other individuals who have the right or authority to access, use or administer their Accounts for and on behalf of Users (“Authorised Users”). Whilst Users may permit such Authorised Users access to administer their Accounts (e.g. to renew Subscriptions, to pay Subscription Fee, to manage User’s Content, etc.), Users remain fully liable under these Terms for all acts and omissions of their Authorised Users, whether or not such Authorised Users have acted in accordance with Users’ instructions. Users are solely responsible for maintaining the confidentiality of their username, password and other information relating to their Accounts, and any and all activities that occur under their Accounts. Users agree to (i) immediately notify Celtrack Security Tech of any unauthorised use of their Accounts, password, or any other breach of security, and (ii) ensure that Users or Authorised Users exit from their Accounts. Celtrack Security Tech will not be liable for any loss or damage arising from Users’ failure to comply with this provision.

5.5By registering an Account, Users and Authorised Users agree to receive informative, promotional or marketing emails or communications in connection with the Celtrack Devices and/or Services but they may opt-out from receiving such communications by clicking the “Unsubscribe” link at the bottom of the e-mail or exercise their rights as owner of their Personal Data under Celtrack Security Tech’s Privacy and Cookies Policy.

6.Subscription

6.1 Users may subscribe for the Services through the Site or separate agreement with Celtrack Security Tech. The features available to each Subscription and associated terms and conditions vary depending on the chosen type of subscription plan. Please refer to Celtrack Security Tech or the relevant information as published on the Site from time to time before purchasing a subscription.

6.4 In instances where Users subscribe for the Services via separate agreement with Celtrack Security Tech, such Subscriptions shall be governed by the terms and conditions contained in that separate agreement in addition to these Terms. If there is a conflict between these Terms and the terms and conditions contained in a separate agreement, the latter terms and conditions will take precedence, unless otherwise agreed by the parties.

7.Subscription Fee

7.1 The applicable Subscription Fee and billing cycle vary depending on the chosen type of subscription plan. Users are responsible for the timely payment of the Subscription Fee and have to ensure the given Payment Method is always valid and has sufficient funds for payment to be transacted. This does not waive Celtrack Security Tech’s right to seek payment directly from Users through any other methods, should the Payment Method fail. Users acknowledge that any failure to pay the Subscription Fee on time shall entitle Celtrack Security Tech to suspend or terminate Users’ access to our Services, including their Accounts, with or without notice to Users.

7.2Users may edit their Payment Method through their Accounts. The terms governing Users’ Payment Method will be based on their agreement with the relevant financial institution, credit/debit card issuer or other payment-processing provider.

7.3 Celtrack Security Tech reserves the right to revise the amount and/or rate of Subscription Fee from time to time in its sole discretion provided, however, such revisions shall not apply to Users during their applicable Subscription Period but shall apply to the renewal of a Subscription. Any such revision will be communicated to Users in advance via e-mail or published on the Site and will take effect in the renewal of a Subscription. By continuing to use the Services after such revisions, Users will be deemed to have accepted the revised Subscription Fee. If Users do not agree to such revision, Users may choose to not renew their Subscriptions or terminate their Subscriptions prior to renewal.

7.5 All payments by Users in respect of the Services shall be paid without set-off or counterclaim and free and clear of and without deduction or withholding for any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature, imposed by any governmental authorities, and all interest, penalties or similar liabilities with respect thereto.

8.Renewal

8.1Each Subscription will automatically and continuously renew for further term equal to the original Subscription Period following the expiration of the Subscription Period (each subsequent term a “Renewal Period”). Users acknowledge and agree Celtrack Security Tech is authorised by Users to charge the applicable Subscription Fee through the chosen Payment Method automatically before each Renewal Period until the Subscription is terminated by either Party before a Subscription is due for renewal.

8.2Users may terminate their Subscriptions at any time, and the Subscriptions will then terminate at the end of the current Subscription Period or Renewal Period, as the case may be. Any Subscription Fee charged or paid before termination of the Subscription shall not be refundable. If Users do not wish to pay any further Subscription Fee, Users must terminate their Subscriptions before commencement of the next Renewal Period.

10.Right of Use, Obligations and Restrictions

10.1 Upon registration of an Account, Users are granted a limited, non-exclusive, non-transferable, non-sub licensable, revocable right to access and use the Celtrack Devices and/or Services in accordance with and subject to these Terms. Any rights not expressly granted herein are reserved by Celtrack Security Tech.

10.2 Users may only use the Celtrack Devices and/or Services in compliance with applicable laws and for legitimate purposes. Users agree to comply with these Terms, all local rules and laws regarding the use of the Celtrack Devices and/or Services, including Users’ online conduct, that are applicable in their jurisdictions.

10.4 In using the Site, Celtrack Devices, Services and/or Content, Users must not:

  1. Use the Site, Celtrack Devices and/or Services for any purpose that is improper or unlawful in violation of any applicable local, state, national or international law, or any regulations having the force of law, or these Terms;
  1. Use the Site or Celtrack Devices in any manner that could damage, disable or impair Celtrack Security Tech’s servers, or interfere with other Users’ access or use of the Site or Celtrack Devices and security related features of the Site or Platform;
  1. Disassemble, reverse engineer, decompile, modify or otherwise creating derivative works based on Celtrack Security Tech’s Technology, any software, applications, updates or hardware contained in or available via the Site or Celtrack Devices;
  1. do anything or cause an action to be done resulting in the infringement or violation of Celtrack Security Tech’s Intellectual Property Rights;
  1. Attempt to gain unauthorized access to the Celtrack Devices by using other User’s Account through means of hacking, mining or other means of interference;
  1. Solicit personal information from anyone under the age of 18;
  1. Harvest or collect email addresses or other contact information of other Users by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
  1. Interfere with or disrupt the Site or Celtrack Devices, or servers or networks connected to the Site or Celtrack Devices, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Platform, or circumvent any technology used to protect the Site or Celtrack Devices;
  1. Obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Site Celtrack Devices and/or Services;
  1. Remove, alter or replace any notices of authorship, trademarks, business names, logos or other designations of origin on the Site or Devices or pass off or attempt to pass off the Site, Devices and/or Services as the product of anyone other than Celtrack Security Tech; and/or

Celtrack Security Tech reserves the right to investigate and take appropriate legal action against anyone who, in its opinion, violates the above provisions, including without limitation, suspending or terminating the Account of such violators and reporting them to the law enforcement authorities.

10.6 Users are solely responsible for their own hardware, Internet connection or telecommunication charges incurred for accessing, connecting to or using the Site or Celtrack Devices.

13.Intellectual Property

13.1The Site, Devices, Content and Celtrack Security Tech’s Technology underlying the Services are the property of Celtrack Security Tech and/or its licensors, and are protected by copyright and/or other intellectual property rights. Except as expressly authorised by Celtrack Security Tech, Users agree to not modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Site, Devices, Services and/or Content, in whole or in part. The words “Celtrack Security Tech” and associated logos are the trademarks, trade names and/or service marks of Parcel Perform, and Users agree not to display or use in any manner such names and/or marks without Celtrack Security Tech’s prior written authorisation. Any uses of the Site, Device, Services and/or Content not expressly permitted herein are prohibited, and any rights thereof not expressly granted herein are reserved by Celtrack Security Tech.

13.2By using the Site, Devices and/or Services, Users will not acquire any right, title or interest in or to the Intellectual Property Rights except for the limited right to use the Site, Devices and/or Services granted to Users pursuant to these Terms. Nothing in these Terms or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Celtrack Security Tech’s trade or service marks displayed on the Site or Devices without Celtrack Security Tech’s prior written permission in each instance. 

15.Confidentiality

15.1 Each Party (“Receiving Party”) will protect and keep secret and confidential the Confidential Information (described below) of the other Party (“Disclosing Party”) in the same manner as each Party protects its own confidential information, but with no less than reasonable care, and agree not to disclose any Confidential Information, except as otherwise expressly permitted and to exercise respective rights and obligations under these Terms. “Confidential information” shall mean all information that is not known to the public pertaining to either Party’s business and which is either marked confidential or which a reasonable person would understand to be confidential given the nature or sensitivity of the information and circumstances of disclosure.

15.2 Users shall disclose Confidential Information solely to its Authorised Users and such employees on a need-to-know basis and who are contractually bound to maintain the confidentiality and non-disclosure of the Confidential Information.

 

16.Disclaimers

16.1 These Terms set out the full extent of our obligations and liabilities in respect of the Site, Devices and Services.

16.2 CELTRACK SECURITY TECH PROVIDES THE SITE, DEVICES AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. USERS AGREE THAT USE OF THE SITE, DEVICES AND/OR SERVICES IS AT THEIR SOLE RISK. CELTRACK SECURITY TECH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, (I) THE IMPLIED WARRANTIES OF MOBILE TRACKING, (II) FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THE DEVICES, (III) SECURITY, RELIABILITY, PERFORMANCE AND ACCURACY OF THE SERVICE, (IV) THAT THE SITE, DEVICES AND/OR SERVICES WILL BE CONTINUOUS, UNINTERRUPTED AND/OR ERROR-FREE, (V) THE ACCURACY OR TRUTHFULNESS OF ANY ACCOUNT OR USER’S ACCOUNT, AND (VI) THE TRUTH OR ACCURACY OF MOBILE TRACKING EVENTS, PERFORMANCE INDICATORS OR OTHER ACCOUNTS MADE AVAILABLE VIA THE SITE OR DEVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CELTRACK SECURITY TECH OR THROUGH THE SITE OR DEVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

16.3 Celtrack Security Tech have no responsibility whatsoever for any arrangements that Users make with any third party as a result of using the Site, Devices and/or Services.

16.5 If any Users are dissatisfied with the Site, Platform and/or Services, or do not agree with any part of these Terms, or have any other dispute or claim with or against Celtrack Security Tech or another User with respect to these Terms or the Site or Devices, Users’ sole recourse is to discontinue use of the Site, Device and/or Services.

  1. Exclusion and Limitation of Liability

17.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CELTRACK SECURITY TECH BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OR LOSSES OF ANY KIND IN ANY MANNER IN CONNECTION WITH OR ARISING OUT OF THESE TERMS OR THE SITE, DEVICES, SERVICES, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR OPPORTUNITY, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF WARRANTIES STATED HEREIN OR THE LIMITATION OF LIABILITY STATED HEREIN, THEN USERS EXPRESSLY AGREE THAT IN NO EVENT WILL CELTRACK SECURITY TECH’S LIABILITY FOR ANY CLAIM OR DAMAGES HEREUNDER EXCEED THE AGGREGATE AMOUNTS PAID BY THE RELEVANT USER TO CELTRACK SECURITY TECH IN RESPECT OF THE SERVICES THAT ARE THE SUBJECT OF THAT USER’S CLAIM.

17.2 Nothing in these Terms shall limit or exclude (i Celtrack Security Tech’s liability in respect of death or personal injury caused by gross negligence, fraud or fraudulent misrepresentation, (ii) any other liability that cannot be excluded by law, or (iii) Users’ statutory rights.

  1. Indemnity and Release

18.1 Users hereby agree to indemnify Celtrack Security Tech, including its directors, officers, employees, or agents (“Indemnified Parties”) and keep the Indemnified Parties harmless from and against any claims, actions, suits, proceedings, damages and/or liabilities whatsoever made against the Indemnified Parties arising from the use of the Site, Devices, Services, Content and/or performance of Users’ duties and obligations under these Terms save where such claims, actions, suits, proceedings, damages and/or liabilities arise from the gross negligence, will full misconduct or breach of these Terms by the Indemnified Parties.

18.2 Celtrack Security Tech may, but is not obligated to, participate in the defence of any claim or action and any negotiations for settlement. Users will not make any settlement that may adversely affect the rights or obligations of Celtrack Security Tech without Celtrack Security Tech’s prior written approval. Celtrack Security Tech reserves the right, at its expense and upon notice to the relevant User, to assume exclusive defence and control of any claim or action.

19.Term, Suspension and Termination

19.1The agreement between Celtrack Security Tech and each User under these Terms shall take effect upon the earlier of (a) the User’s commencement of the use of the Devices and/or Services, or (b) registration of an Account, or (c) execution of a written agreement with Celtrack Security Tech for subscription of the Services, and will remain in full force and effect for as long as you use the Site, Devices and/or Services.

19.2 Celtrack Security Tech may in its absolute discretion immediately suspend, discontinue or terminate a User’s access to and/or use of the Site, Devices, Services and/or its Account under these Terms in the event of any actual or suspected breach of any provisions under these Terms, with or without notice at any time without incurring any liability whatsoever to the User or any third party. In this instance, Celtrack Security Tech reserves the right to remove and discard the User’s Account. Any suspected fraudulent, abusive or illegal activity that may be grounds for such suspension, discontinuance or termination may be referred to the appropriate law enforcement authorities.

19.3 Upon termination of the agreement with a User pursuant to these Terms, any sum owing or due to Celtrack Security Tech shall be immediately payable, and the User’s access rights to the Devices and/or Services and other rights hereunder shall terminate.

19.4 All provisions of these Terms, which, by their nature, should survive termination, shall survive termination, including but not limited to ownership provisions, warranty disclaimers, and limitations of liability.

20.Relationship of Parties

Nothing contained herein shall be read as constituting a joint venture, partnership or agency between a User and Celtrack Security Tech. None of the Parties hereunder may make or purport to make any representations, warranties or undertakings for the other Party.

21.Notice

Any notice or other communication in connection with these Terms shall be in writing in English and shall be sufficiently given or served if delivered or sent to:

In the case of Celtrack Security Tech to:

Contact form: Link to contact form

In the case of a User to:

E-mail: As registered with the User’s Account

or (in either case) to such other address or electronic mail address as the relevant Party may have notified to the other Party through the Devices and/or relevant Users’ Accounts.

  1. General

22.1 No delay, neglect or forbearance on the part of a Party in enforcing against the other Party any term or condition of these Terms shall either be or deemed to be a waiver or in any way prejudice any right of that Party under these Terms.

22.2 If any provision of these Terms is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required be severed from these Terms and rendered ineffective as far as possible without modifying the remaining provision of these Terms, and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms.

22.3 Save as otherwise specifically provided in these Terms, the Parties hereunder shall not be liable for failures or delays in performing their obligations hereunder arising from any Event of Force Majeure, and in the event of any such delay, the time for all Parties’ performance shall be extended for a period equal to the time lost by reason of the delay which shall be remedied with all due dispatch in the circumstances.

22.4 These Terms and all rights and obligations thereof are not assignable, transferable or sub-licensable by Users without Celtrack Security Tech’s prior written consent. Celtrack Security Tech may transfer, assign or delegate these Terms and its rights and obligations thereof without prior notice to or consent by Users.

22.5 These Terms are personal to Users. A person who is not a party to these Terms shall have no right to enforce any provision of these Terms.

  1. Governing Law and Jurisdictions

Irrespective of the country from which Users access or use the Site, Devices and/or Services, to the extent permitted by law, these Terms and Users’ use of the Site, Devices and/or Services shall be governed in accordance with the laws of Nigeria without regard to choice or conflicts of law principles, and Users hereby agree to submit to the exclusive jurisdiction of the courts of Nigeria to resolve any claims or disputes which may arise in connection with these Terms.

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