NETSTAR LICENSE AGREEMENT
Via UMW Toyota Motor Sdn Bhd
1. INTEPRETATION
1.1 The head notes to the clauses in this Agreement are for reference purpose only and shall not affect the interpretation of any part thereof.
1.2 Unless inconsistent with the context, the words and expressions set forth below shall bear the following meanings:
“This Agreement” : this Agreement is between the Subscriber and NETSTAR as agreed when the NETSTAR tracking system is purchased and installed;
“The Registration Form” : that part of this Agreement, being the Subscriber application form, which identifies the Subscriber and wherein provision is made for other particulars concerning this Agreement to be completed;
“NETSTAR” : NETSTAR Advanced Systems Sdn Bhd;
“NETSTAR tracking unit” : the device and related equipment designed to communicate telematics signals from the vehicle to the NETSTAR servers within the Network for purposes intended by this Agreement;
“Network” means the GSM (Global System for Mobile Communication) network, RF (radio frequency) network or satellite network over which the NETSTAR tracking unit operates;
“NETSTAR control center” : the center where signals between itself and the NETSTAR tracking unit will be monitored and acted upon request of the Subscriber; on a best effort basis
“The vehicle” : the vehicle(s) installed with the NETSTAR tracking unit;
“The Subscriber” : the person or persons whom subscribes to the Netstar License Agreement;
“The NETSTAR Assistance” : Identify and provide the identified Global Positioning System (GPS) coordinates of the vehicle via telematics data to the Subscriber or person(s) as requested by the Subscriber, including The Royal Malaysia Police an local ambulance service centre, to assist in tracking and recover the vehicle within the Network area where Netstar network exists on a best effort basis;
“Contact person” the Subscriber’s contact person(s) as notified to NETSTAR;
“The date of installation” the date of which The vehicle was installed with the NETSTAR tracking unit;
1.3 Words importing to singular shall include the plural and vice versa and words importing one gender shall include the other gender; any reference to an actual person shall include a body corporate, firm or association and vice versa.
2. APPOINTMENT
2.1 The Subscriber agrees to subscribe to our Netstar License upon the terms and conditions set forth in this Agreement.
3. TERM
3.1 Subject to the provisions of this Agreement, the Subscriber’s obligations under this Agreement shall take effect upon the date of installation hereof by the Subscriber and Netstar. It is considered that this Agreement is agreed to by the Subscriber once the NETSTAR tracking system is purchased and installed.
4. THE NETSTAR TRACKING UNIT
4.1 The Netstar Assistance cannot be evoked or rendered unless a NETSTAR tracking unit is properly installed in the vehicle by Toyota and such NETSTAR tracking unit is programmed, enabled and functioning to its manufacturer’s specification, not tampered with in any way and the account is active. Only NETSTAR approved NETSTAR tracking units may be used for purposes of this Agreement. This Agreement does not provide for the supply, installation, programming (encoding) and enabling of the NETSTAR Tracking unit.
4.2 It is the duty of the subscriber to ensure that the Tracking Unit is in working order, either by App or via self-internet access if available. Notwithstanding any contrary provisions contained in this Agreement, Netstar (but not the Subscriber) shall be relieved of its obligations under this Agreement during any period in which the NETSTAR tracking unit is not functioning.
5. NETWORK
5.1 The Netstar Assistance is available only within the Network where NETSTAR and/or Telco network exists for GSM/GPRS and Netstar shall accordingly not, unless otherwise provided for in this Agreement, be obliged to render any of the Netstar Assistance outside the Network area.
5.2 GPS coverage will be affected by topography and tinting of vehicle.
6. THE NETSTAR ASSISTANCE
6.1 The Subscriber shall notify Netstar should the Subscriber require Netstar Assistance provided that the Netstar tracking unit is activated and in good working and functional condition throughout the process.
6.2 Netstar would neither be responsible to monitor the vehicle movement or alerts until the Subscriber requests for Netstar Assistance. All monitoring is to be undertaken by the Subscriber.
6.3 Any costs is to be borne by the Subscriber.
6.4 The response and recovery assistance procedures adopted by NETSTAR and/or its agents, which procedures are subject to change from time to time at its sole discretion.
6.5 Netstar would neither be responsible to monitor the vehicle movement or alerts until a theft has been reported to Netstar and confirmed by the Subscriber with valid police report. All recovery is conducted by Police (PDRM) on a best effort basis within Malaysia. Netstar does not guarantee recovery of stolen vehicles or assets protected nor accepts responsibility of damages and losses caused during the recovery or after the recovery or protects assets within the vehicle.
6.6 NETSTAR does not provide Towing Services. It only coordinates with the Subscriber's insurance towing service (3rd Party) if available by providing the GPS location of the Netstar tracking unit. NETSTAR and/or its affiliates are not responsible for any damages pertaining to the unavailability or response of these services.
6.7 NETSTAR does not provide any emergency / ambulance services. It only coordinates with local ambulance services (3rd Party) available by providing the GPS location of the Netstar tracking unit. NETSTAR and/or its affiliates are not responsible for any damages pertaining to the unavailability or response of these services.
7. FEES AND CHARGES
7.1 As consideration for the Licensee to enjoy the operations of the telematic s product and for Netstar to provide the NETSTAR assistance in case of request /need , the Subscriber shall pay Netstar the License Fee plus all increases thereto pursuant to “the License Fee”) annually in advance three months before the annual Agreement expires, provided that the first such License Fee shall be paid upon signing of this Agreement. Any fees paid by is non-refundable.
7.2 The Service Provider reserves the right to revise the License Fee amount at its discretion.
7.3 False Alarms – If, as a result of a signal from the NETSTAR tracking unit, or at the Subscriber’s insistence or request, or the request of any authorized representative of the Subscriber or any authorized user of the vehicle, the NETSTAR (or any of its subcontractors) renders Netstar Assistance not otherwise required of it in terms of this Agreement, the Subscriber shall pay the Service Provider an amount determined in accordance with the NETSTAR’s standard rates for any such Netstar Assistance rendered and all incidental costs incurred thereon. The Subscriber may limit such charges by immediately notifying the NETSTAR control center of every false alarm.
7.4 The Subscriber shall bear all the costs relating to the use of the SIM Card including the cost of voice calls, data messages, facsimiles, and any other related expenses, notwithstanding; that the SIM Card may, through no fault of the Subscriber, have been lost and fraudulently used by a third party and international roaming, Voice and/or other features activated at Subscriber’s request.
7.5 Government tax will be imposed when implemented.
8. PAYMENT AND INTEREST
8.1 The Subscriber shall effect all payments in terms of or arising from this agreement in such manner as determined from time to time by the NETSTAR.
8.2 The Subscriber shall not be entitled to withhold payment of any amounts due under the agreement because the NETSTAR tracking unit is damaged or cannot be operated or used.
9. NOTICES
9.1 Where the NETSTAR is required to notify the Subscriber or its contact pursuant to this Agreement, such notice shall be effected by email and/or telephone to the Subscriber or its contact person, as the case may be, at such Telephone number(s) / email as notified in writing by the Subscriber to the NETSTAR from time to time. Any notices sent via email to the email address provided in the registration form is deemed received. Where the NETSTAR cannot reach the Subscriber or its contact person at the given Telephone number(s) and/or email, the NETSTAR shall be relieved of the duty to provide any such notice.
10. EXCLUSION OF LIABILITY
10.1 For purposes of 10.2 all references to “NETSTAR” shall include references to the Agent, the NETSTAR, the NETSTAR’s subcontractors, employees, officers, directors, agent, independent contractors and consultants, the NETSTAR Group of companies and any of the NETSTAR Group’s independent contractors, subcontractors, employees and agents.
10.2 The Subscriber acknowledges, confirms & understands that the NETSTAR Assistance are intended to reduce the risk of loss of the vehicle, but not eliminating of such risk. The NETSTAR shall not be liable for any loss or damage whatever nature caused to the vehicle or the Subscriber in consequence of any act, omission or negligence by the NETSTAR /Subscriber or any failure by the NETSTAR /Subscriber or perform the NETSTAR Assistance pursuant to this Agreement; or any failure by the Subscriber to perform or observe the terms and obligations under this Agreement.
10.3 The NETSTAR shall further not be liable to the Subscriber for any loss or damage of whatsoever nature caused to the vehicle or the Subscriber in consequence of any emergency services performed by 3rd parties or lack of contact/coordination with 3rd parties.
11. FURNISHING OF INFORMATION
11.1 The Subscriber warrants the accuracy of all the information furnished by or on behalf of the Subscriber to NETSTAR in terms of or pursuant to this Agreement. If any information required to complete the transaction schedule is not available or has not been completed or furnished at the time of execution of this Agreement by the Subscriber, the Subscriber shall furnish such information in writing to the NETSTAR immediately once it becomes known or available to the Subscriber.
11.2 The Subscriber shall forthwith notify the NETSTAR via email of any change(s) in the information furnished to NETSTAR from time to time in accordance with the standard practice or procedures of the Service Provider.
11.3 Should any of the aforesaid information change and not be notified in writing to the NETSTAR or should any information supplied not be correct in any respect, then the Subscriber agrees to hold NETSTAR and/or ITS affiliates harmless.
12. BREACH
If the subscriber:
12.1 Fails to pay any amount due under this agreement by due date, or
12.2 Fails in the performance of any of its obligations hereunder or breaches any term or condition of this Agreement, or
12.3 In the NETSTAR’s opinion, reasonably exercised, consistently raises false alarms or abuses the NETSTAR Assistance, the NETSTAR may immediately thereupon suspend its obligations under this Agreement and/or, simultaneously therewith or thereafter terminate this Agreement without prior notice to the Subscriber. Any such suspension and/or termination shall be without prejudice to any other rights, which NETSTAR may then have at law. Upon termination of this Agreement for whatever reason, all amounts payable by the Subscriber to NETSTAR shall become due and payable.
13. CERIFICATE OF INDEBTEDNESS
13.1 A certificate signed by any director or manager or any other duly authorized agent for the time being of the NETSTAR in respect of any indebtedness of the Subscriber to the NETSTAR under the Agreement or otherwise in respect of any other fact shall be prima facie evidence of the Subscriber’s indebtedness to the NETSTAR and/or such other fact. It shall not be necessary to prove the appointment of the person signing any such certificate.
14. DATA & PRIVACY
All telematics data collected from the NETSTAR tracking system is owned fully by NETSTAR. This data could be shared with Police, Insurance companies, car manufacturers or sub-contractors. Personal information, such as names, phone numbers and emails are protected by PDPA. For more up-to-date information, visit our website. By continuing the use of the tracking system, the customer agrees to the PDPA agreement as per shared by Toyota.
15. FORCE MAJEURE
15.1 If the NETSTAR is prevented or restricted directly or indirectly from carrying out all or any of its obligations under this agreement by reason of force majeure, being a cause beyond the control of the NETSTAR, including but not limited to Acts of God, acts or regulations of any governmental authority, war or national emergency, accident, increment of weather, fire, riot, strikes, lock-outs, industrial disputes or epidemics or if the NETSTAR ceases operations, the NETSTAR shall be relieved of its obligations hereunder during the period that such even continues by only to the extent so prevented and shall not be liable for any delay or failure in performance of its obligations hereunder. The existence of such force majeure shall not preclude Subscriber from terminating this Agreement in accordance with the provisions hereof.
16. GENERAL
16.1 This Agreement shall in all respects be governed by and construed in accordance with the laws of Malaysia, and all disputes, actions and other matters in connection with the Agreement shall be determined in accordance with such laws.
16.2 Should any provision of this Agreement be rendered unlawful (retrospectively or otherwise), then that unlawful provision only shall be deemed to be modified to the extent and in the manner necessary to render it consistent with the enactment rendering it unlawful or, if such modification is impossible, be deemed to be severable from the remaining provisions hereof and pro non scripto. In either such event notwithstanding anything to the contrary in this Agreement contained, the Service Provider and the Subscriber respectively shall have all the rights conferred on them by the law rendering such provision unlawful.
16.3 This Agreement sets out the entire Agreement and understanding between the parties and supersedes all prior agreements, written or in connection with the subject matter hereof.
16.4 No addition to, variation or consensual cancellation of this Agreement shall be of any force or effect unless in writing and signed by or on behalf of all the parties.
16.5 No indulgence which any of the parties (“the Grantor”) may grant to any other or others of them (“the grantee(s)”) shall constitute a waiver of any of the rights of the Grantor, who shall not thereby be precluded from exercising any rights against the grantee(s) which might have arisen in the past or which might arise in the future.
16.6 The Subscriber shall not be entitled to cede or delegate its rights or obligations in terms of this Agreement without the prior written consent of the NETSTAR. NETSTAR shall be entitled to cede or delegate its rights and/or obligations under this Agreement.
16.7 The Subscriber agrees that NETSTAR reserves the right to use and/or make public all information related to the recovery of the Subscriber’s vehicle or data/information collected by the Netstar tracking system.
17. TRACKING UNIT PURCHASED UNDER A FINANCE AGREEMENT
17.1 The Subscriber agrees to and confirms towards the Service Provider that, in as much as the Subscriber will be financed through a bank or financial institution or otherwise, for the installation of the NETSTAR tracking unit as provided for in this Agreement, specifically with reference to the period of finance, buy without derogating from the generality hereof, will prevail mutates mutandis over the terms and conditions of this Agreement, and the Subscriber, as a consequence of the confirmation herein, admits that the Subscriber will not be entitled to terminate this Agreement prior to the lawful termination of any such finance agreement.
17.2 The parties confirm and agree that the rationale for the provision of clause 1 hereof, is that a legal relationship will be established between NETSTAR and such financier, creating reciprocal legal rights and obligations, which rights and obligations may be detrimentally affected in the event of premature termination of this Agreement vis-à-vis such financing agreements.
19. COSTS
19.1 All costs and expenses including stamp duty payable under this Agreement shall be borne by the Service Provider. Each party shall bear its own Solicitor’s costs.
19.2 All incidental costs including but not limited to towing, fuel, toll charges, etc. during the course of recovery shall be borne by the Subscriber.
Warranty for NETSTAR Product
Your unit and installation has a standard warranty period that follows Toyota warranty from the date of installation. It excludes any damage due to accidents, abuse and severe operating conditions such as immersion in water.
1. We warrant that our product is free from any defects in design, manufacturing and materials for a period of 36 months
2. This warranty only covers our product if it is serviced by our authorized dealers. The product warranty will be null and void as a result of the following:
a. The Product units and components have not been maintained or operated in accordance with instruction given by the manufacturer.
b. The Product units and components have undergone repairs, modifications, relocations, alteration, maintenance or dismantling by any other persons without prior verification or approval by NETSTAR.
c. Defects are caused by abnormal voltage or because the incoming power supply is different from what the NETSTAR tracking unit is designed to handle.
d. Defects are caused by fire, lightning and other natural disasters including but without limitation flood, water, vandalism, or burglary or where defect is due to deviation from recommended application and parts and components.
3. Parts and labour costs to replace and install all parts and will be chargeable after the warranty period.
4. This warranty does not cover any losses and damages caused directly or indirectly by breakdown of our equipment and all other warranties expressed or implied other than those mentioned above.