Company | Legal
Policies & Agreements
Professional Services Terms and Conditions
Effective Date: October 4, 2024
Table of Contents
1. Introduction
These Professional Services Terms and Conditions (“PS Terms”) are incorporated by reference into the Motive Terms of Service located at https://s1.k2labs.org/legal/terms-of-service/ (“TOS”) or the applicable written agreement between the parties. Any terms not defined in these PS Terms will have the same meaning set forth in the TOS or separate agreement signed by both parties. In the event of a conflict between these PS Terms and the TOS or any other agreement between the parties, these PS Terms shall govern.
These PS Terms apply to all training, consulting, or other professional services that are provided by Motive to Customer in connection with the purchase of Hardware or Subscription Services including, but not limited to, Installation Services (defined below), integration services, custom reports, onboarding and deployment services, and data sharing services (collectively, “Professional Services”). Professional Services may be purchased separately by Customer pursuant to an Order Form, (ii) in Motive’s sole discretion, or (iii) as otherwise mutually agreed between the parties.
2. Professional Services
2.1 Installation Services
Professional Services may include the installation of Hardware (“Installation Services”). All Installation Services are optional and must be detailed on an Order Form or separate agreement signed by the parties. Motive provides both a standard package of installation services, as well as customized packages of installation services. Unless specifically provided in the customized packages, all services in the standard package are included.
2.2 Standard Installation Package
The terms below apply to all standard installation requests. Any change in scope, tasks, deliverables, or reportings requires the Parties to enter into a separate Statement of Work for customized Installation Services.
2.2.1 Scope of Work
The Standard Installation Package includes the following services for initial implementation and installation:
- Basic project management,
- Installation and verification of Motive hardware, and
- Workmanship for Installation Services is warranted for 6 months from the date of installation.
2.2.2 Out Of Scope of Work
Any changes to the Installation Services, including but not limited to, changes to the product being installed, installation location, changes to the number of units to be installed, the length of installation time due to vehicle requirements changes, are subject to additional fees at Motive’s discretion. Customer agrees to pay travel fees incurred and/or passed on to Motive by third-party service providers if the actual installation location is different from the location originally agreed to by the parties.
Customer agrees to pay a “No Show Fee” in an amount up to the full amount of the installation fee (plus any applicable travel costs incurred by Motive) if any of the following occurs:
a. Customer cancels the installation with less than 48 hours notice;
b. Customer fails to provide equipment required to complete the installation;
c. Customer’s vehicle or electronics systems are inoperable (i.e., a dead battery); or
d. Motive’s wait time exceeds 30 minutes at the installation site due to the unavailability or lateness of Customer’s vehicle, equipment, Hardware, or point of contact; or
e. Motive is unable to access the Installation site or vehicle.
2.2.3 Fees
The fees for the Standard Installation Package are reflected on the Order Form signed prior to installation and are payable in accordance with the applicable conditions in the Terms of Service.
2.3 Customer Installation
Customer may install Motive’s Hardware with Motive’s easy to follow instructions. If Customer elects to install the Hardware, Motive will provide a product manager to collaborate with the Customer to plan and execute the self-installation.
3. Implementation Services
Motive provides the following onboarding and implementation services. If you would like additional implementation services, please contact your sales representative for pricing options.
3.1 Standard Implementation Services
The Standard Installation Package includes the following services for initial installation:
- Implementation and Training Planning (jointly with the customer)
- Access to driver training videos which Customer may use to train its drivers
- Access to quick reference guides
- Access to webinar series for Customer’s managers
- Up to 3 solution configurations (reports and/or dashboards)
- 1 system integration for Driver synchronization
- Vehicle Information Integration
- Dashboard configuration & SSO Setup
- Safety Alerts Setup
- App Marketplace Integration Setup & Configuration
3.2 Fees
Standard Implementation Services are included in the cost of the initial purchase of Subscription Plans. However, additional implementation services are available at an additional cost which will be reflected in the applicable Order Form.
4. Warranty and Disclaimer
Motive warrants that it will perform the Professional Services in a good and workmanlike manner. Workmanship for Installation Services is warranted for 6 months from the date of installation. Installation defects that affect the performance of the Hardware or supplied accessories that are communicated to Motive in writing within this warranty period will be, at Motive’s discretion, rectified, resupplied, or the purchase price of the Installation Services will be refunded. Repairs or alterations that are not expressly authorized in writing by Motive will void this installation warranty. Damages or losses caused by: (1) misuse, tampering, accident, neglect, or improper operation, (2) external conditions caused by nature or third parties including vehicle power surges and dips, thunderstorm activity, acts of God, criminal activity, or vermin, (3) incorrect or improper maintenance of the Hardware, or (4) use of accessories or parts that are non-standard, defective, or not authorized by Motive.
Workmanship for all other Professional Services is warranted for a period of 30 days from the date of completion subject to the following exclusions for damages or losses caused by: (a) external conditions caused by nature or third parties, including vehicle power surges and dips, thunderstorm activity, acts of God, criminal activity, or (b) incorrect information provided to Motive from Customer.
THE FOREGOING CONSTITUTES MOTIVE’S ONLY EXPRESS WARRANTY CONCERNING THE PROFESSIONAL SERVICES, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, INFORMATIONAL CONTENT, SYSTEMS INTEGRATION, NON-INFRINGEMENT, INTERFERENCE WITH ENJOYMENT OR OTHERWISE. MOTIVE EXPRESSLY DISCLAIMS ANY PARTICULAR RESULTS WILL BE ACHIEVED BASED ON THE ADOPTION AND IMPLEMENTATION OF THE PLAN DESCRIBED IN THE DELIVERABLES. MOTIVE EXPRESSLY DISCLAIMS ANY WARRANTIES WITH RESPECT TO THE FUNCTIONALITY OF THE DELIVERABLES IN CONNECTION WITH ANY NON-MOTIVE PRODUCTS OR OTHER THIRD-PARTY PRODUCTS. ANY WARRANTIES WITH RESPECT TO THE SERVICES (AS DEFINED IN THE TOS) SHALL BE GOVERNED BY THE TOS.
5. Subcontracting
Motive reserves the right to utilize subcontractors to perform the Professional Services. Motive warrants and represents that any subcontractor shall comply with all requirements hereunder.
Change Log
October 4, 2024: Added terms for Installation and Implementation Packages.
December 14, 2023: Revised Installation Services Section; Updated language on late cancellations window.
April 10, 2023: Changed the description of Services to include installations and integration services; Removed redundant sections and those that are described in the TOS; Added a change request process; Described fees associated with installations and their cancellations; and revised Warranty and Disclaimer section to provide 6 months warranty for installations and 30 days for all other Professional Services.
April 12, 2022: Changed the name of company from KeepTruckin to Motive Technologies, Inc.