This Fleet Management System Service Agreement (the "Agreement") is made and entered into by and between Zenmov Philippines Inc. ("Party A") and [Client Company Name] ("Party B"), collectively referred to as the "Parties."

1. Purpose
   This Agreement sets forth the terms and conditions under which Party A shall provide and Party B shall use the GPS-based Fleet Management System Service in the Republic of the Philippines.
   
   

2. Scope of Service
   The Service includes provision of a GPS tracking device (the "Device"), access to a web-based fleet management application, and communication services. Devices shall remain the property of Party A and must be returned within two (2) weeks upon termination. Unreturned Devices shall incur a replacement fee equivalent to the fair market value of the Device.
   
   

3. Eligibility
   The Service is available exclusively to legally registered business entities in the Republic of the Philippines that operate or manage vehicle fleets.
   
   

4. Contract Term
   The initial term of this Agreement shall be one (1) year from the commencement date. It shall automatically renew on a monthly basis unless either Party provides fifteen (15) days' written notice of non-renewal.
   
   

5. Fees and Payment
   Party B shall pay PHP 380 (excluding VAT) per vehicle, per month. Payment shall be made by the 20th day of each calendar month. Late payments shall incur interest at 10% per annum, capped at the monthly service fee. In case of early termination by Party B within the minimum term, Party B shall pay an early termination fee equal to the total remaining service fees due for the remainder of the term. Applicable VAT (currently 12%) shall be charged to VAT-registered entities.
   
   

6. Device Management
   Party B shall use Devices with reasonable care. If lost, stolen, or damaged due to negligence or misconduct, Party B shall compensate Party A for the repair or replacement cost. Normal wear and manufacturing defects are exempt. Party B shall notify Party A within seven (7) days of any incident.
   
   

7. User Obligations
   Party B is responsible for maintaining proper operating conditions, including stable internet connectivity and power supply. Party A shall not be liable for disruptions arising from Party B’s failure to meet these conditions.
   
   

8. Prohibited Acts
   Party B shall not modify, reverse-engineer, disassemble, resell, sublicense, or tamper with Devices or software. Sharing of account credentials with unauthorized persons is prohibited.
   
   

9. Service Suspension
   Party A may suspend the Service without notice due to force majeure (e.g., natural disasters, war, regulatory changes). Advance notice shall be provided for maintenance or known system disruptions when reasonably possible.
   
   

10. Termination
    Either Party may terminate this Agreement upon fifteen (15) days' written notice following the end of the minimum term. Immediate termination by Party A is allowed for non-payment, breach, or fraudulent use.
    
    

11. Disclaimer and Limitation of Liability
    Party A shall not be liable for damages due to (i) internet or power failures at Party B’s site, (ii) misuse or tampering by Party B, or (iii) force majeure. Party A’s liability shall be limited to direct damages not exceeding the total fees paid by Party B in the past three (3) months. Indirect, incidental, or consequential damages are expressly excluded.
    
    

12. Data Privacy
    All data shall be processed in accordance with Republic Act No. 10173 (Data Privacy Act of 2012). Party A may delete all data related to Party B upon termination unless required by law to retain it. Upon request, Party B may access and back up data within 30 days of termination.
    
    

13. Governing Law and Jurisdiction
    This Agreement shall be governed by Philippine law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Disputes shall be submitted to the exclusive jurisdiction of the courts of Makati City.
    
    

14. Amendments and Notices
    Party A may issue amendments with written justification. Party B may object in writing within seven (7) days. Substantial changes require written consent from Party B. Notices shall be sent via email or registered mail.
    
    

15. Severability
    If any provision is held invalid or unenforceable, the remaining provisions shall remain in effect.
    
    

16. Intellectual Property
    All IP rights in the Service, including software and documentation, remain with Party A. Party B shall not copy, distribute, or derive works without Party A’s written consent.
    
    

17. Electronic Signatures
    This Agreement may be executed in counterparts and via electronic signature. Such signatures shall be deemed valid and binding.