1.1 Unless the context indicates a contrary intention, the following words and expressions shall have the meanings assigned to them below and cognate expressions shall bear corresponding meanings:
1.1.1 Agreement—means this agreement together with all its schedules;
1.1.2 Applicable taxes, means all taxes, Federal, provincial and Local, that are payable by the Client in respect of availing the services envisaged in this Agreement, and shall be deemed to include taxes that are brought into force subsequent to the execution of this Agreement;
1.1.3 Client— the person/company/institution that has paid for the system.
1.1.4 User— the person nominated by the client for the use of the vehicle.
1.1.5 Commencement Date—means the date on which this agreement is signed by the TPL Trakker;
1.1.6 Package—Correlated to the limitation of services, the equipment offers at different costs.
1.1.7 Equipment—means the device, an onboard computer provided to the Client for utilization of the services and auxiliary items thereto (including operating software); according to the opted package.
1.1.8 Fleet Management services—means installation of the Equipment in motor vehicles, and receiving data from the Equipment at intervals during each day, and providing ad report based on the information received to the Client.
1.1.9 Network Area—means the area within which the cellular mobile telecommunication services are available to TPL Trakker;
1.1.10 Service Charge—means the annual cost as invoiced, payable upon execution of the Agreement, and then each anniversary date thereafter, plus amount/s that may be invoiced to the client on a monthly basis based upon a client’s usage of the Services in excess of that include in the Service package availed by the Client.
1.1.11 Service Center—means any duly appointed Service Center, the location and other details of which shall be communicated to the Clients from time to time.
1.1.12 Servicing Hours—means the hours 0900 to 1700 Monday to Friday, excluding all public holidays, but including Saturdays from 0900 to 1300.
1.1.13 Services—means vehicle Tracking Services, Fleet Management Services, and Equipment maintenance services.
1.1.14 TPL Trakker means TPL Trakker Limited, its service centers, its agents and/or its distributors;
1.1.15 Unit-means any single item of Equipment, particularly those items of Equipment that can readily be identified by their trade name or types.
1.1.16 Vehicle Tracking Services - means installation of the Equipment in the motors vehicles, tracking the motor vehicles within the Network Area, and immobilization of the motor vehicles on timely basis receiving clients instructions if the motor vehicle leaves the Network Area.
1.2 Words importing the singular shall include the plural and vice versa, words importing the masculine shall include the feminine gender and vice versa and natural persons shall include juristic persons and vice versa.
1.3 The headings to the paragraphs in this Agreement are inserted for the purpose of reference only and shall not affect the interpretation of any provision to which they relate.
1.4 In the event that any definition in this clause 1 contains substantive provision, then such provision shall be given effect to as if the same were incorporated into the main body of the agreement.
The parties wish to enter into this Agreement in respect of the Services.
3. DURATION AND NOTICE
This Agreement shall commence on the Commencement Date and shall continue for an initial period of 12 months, thereafter be renewed automatically for further periods of twelve months each, unless the Customer gives TPL Trakker three months’ written notice of its intentions to terminate the Agreement, which notice may only be given on the anniversary of the Commencement Date. TPL Trakker may terminate the Agreement at its discretion at any time and without having to assign any reason thereof.
4.1 Payments of all amounts due in terms of this agreement shall be made by the client to TPL Trakker by way of a Debit or Stop order on the client’s bank account, in the form and substance prescribed in schedule—I of this agreement, unless TPL Trakker and the client agree to an alternative method of payment. The client hereby authorizes TPL Trakker to do all such things and sign all such documents as may be necessary to give effect to the debit order.
4.2 The Service Charge is exclusive of the Applicable Taxes, which shall be invoiced along with the Service Charge but under separate head/s.
4.3 All Invoices issued by TPL Trakker must be paid in full within the due date mentioned on the Invoice. If the payment is not received within the due date, a late fee shall be charged at the rate of Rs.500/- per month, until then its services are discontinued/terminated.
4.4 Notwithstanding anything contained in clause 4.3 above, If payment is due to TPL Trakker and note made within the stipulated time, TPL Trakker is hereby authorized to:
4.4.1 Terminate this Agreement and discontinue the provision of any and all Services to the Client, including repossessing the unit for adjustment against recovery of any of its dues and/or
4.4.2 Immobilize the vehicle, without any prior notice to the Customer, till the full and final payment is received by TPL Trakker to its entire satisfaction. Nothing herein above contained shall prejudice TPL Trakker’s right to avail any other remedy available to it under the law for recovery of outstanding amount.
4.4.3 Invoice any additional services rendered e.g. entry into no-go areas without intimation, false alarms etc. at its own discretion, to the client.
4.5 TPL Trakker shall not be responsible for any action, claim, loss, damage and/or detriment that are occasioned by the Client as a result of an action taken in accordance with clause 4.4 above.
5. LIMITED LIABILITY CLAUSE
5.1 In conformity with the consumer protection laws, TPL Trakker is responsible for making customers fully aware of the products limitations and the company liabilities in case of its non-performance due to any reason.
5.2 TPL Trakker will not be responsible for any loss of goods or cash in case of theft/snatching of vehicle till its recovery/non- recovery.
5.3 TPL Trakker does not guarantee recovery of any vehicle under any circumstances. However, TPL Trakker assures that in the unfortunate event - that a vehicles gets stolen/snatched, Trakker will extend their most sincere efforts towards its recovery. TPL Trakker not only helps to prevent theft/snatching of the vehicles, but it is essentially a vehicle management and family safety system protecting its clients on a daily basis from road harassment, liaising medical emergency and providing assistance in case of kidnapping or accidents or reaching out to their loved ones (in case of emergencies.). If a vehicle is not recovered due to some deficiency/technical failure, on part of the TPL Trakker unit, its maximum liability to the client would be to compensate them with free replacement of a TPL Trakker unit.
6.1 TPL Trakker shall provide Fleet Management Service and/or Vehicle Tracking Services to the Clients who are rightful owners or have access to the Password only as Primary Users, the scope of which is exhaustively defined herein.
6.2 With respect to Fleet Management services, TPL Trakker shall install the Equipment in the motor vehicle of the Client, effecting modifications to the motor vehicle as deemed expedient by TPL Trakker, and then ensure that the same is in working order.
6.2.1 The equipment shall transmit periodical data to the base station at TPL Trakker, who shall collate this data and provide Client possessing the authorized Password, with the report at the price determined by TPL Trakker for any given period that is agreeable to TPL Trakker.
6.3 With respect to Vehicle Tracking Services, TPL Trakker shall install the Equipment in the motor vehicle of the Client, effecting modifications to the motor vehicle as deemed expedient by TPL Trakker.
6.3.1 While the motor vehicle is in the Network Area, the vehicle shall be electronically monitored. If the motor vehicles attempts to leave the Network Area where No-go boundaries exist/defined then the Client has authorized TPL Trakker to issue electronic instructions to the Equipment, installed in the motor vehicle, to immobilize the motor vehicle and TPL Trakker may issue electronic instructions to the Equipment to immobilize the motor vehicle unless instructions to the contrary are validly received by TPL Trakker from the Client prior to the motor vehicle leaving the Network Area.
6.3.2 A client telephonically instruct TPL Trakker to issue electronic instructions to the Equipment, installed in the motor vehicle, to immobilize the motor vehicle, upon providing TPL Trakker with the accurate authentication code/s. TPL Trakker will only immobilize a vehicle while the motor vehicles is within the Network Area, if it is stolen/snatched or in cases of kidnapping/commission of a crime, after it has been duly informed by the Law Enforcement Agencies (LEA). TPL Trakker will not shut the vehicle off in any other circumstances at the request of the Client. As per TPL Trakker’s SOP and international standards, immobilization can only be executed once the speed of the vehicle comes below 20kmph.
6.3.3 While the motor vehicle is within the Network Area, if the signal from the motor vehicle to TPL Trakker is disrupted, TPL Trakker shall attempt to contact the Client at the telephone number provided to TPL Trakker. If TPL Trakker is unable to contact the Client within reasonable time of the signal being disrupted and/or the alarm being activated, or the Client does not himself inform TPL Trakker there being a false alarm, TPL Trakker may inform the law enforcement agencies of there being a vehicle misappropriation and provide the law enforcement agencies with the particulars of the motor vehicle, so that the law enforcement agencies may initiate remedial measures. It is hereby agreed that TPL Trakker may notify the authorities and does not promise, represent and/or guarantee that any person/authority so notified will respond to the Call.
6.3.4 All clients should pre-inform TPL Trakker regarding their movement in No-go areas. This can be done by clients before starting their journey or even on their way to such an area. In the event that TPL Trakker has no such information and on its learning that the vehicle is found plying within a No-go area, the process to shut off the engine will be initiated immediately. By pre-informing TPL Trakker, the Client will not only save himself and his family from any inconvenience, but will also ensure their security and safety, but will also not be charged for any such additional services.
6.3.5 If at any point, a Client finds the UAN is not responding, it might be due to a non-functional line. The Client should disconnect and redial as TPL Trakker has hunting/jumping lines and one line in the middle disrupts the entire flow. If the problem still persists, the Client can call on any of the many emergency numbers communicated in the security briefing/emergency card.
6.3.6 The client understands that the Authorities/ TPL Trakker may levy a fine and/or charge for any false alarm or signal which summons an emergency services and the Client agrees to assure all responsibility or any alarm or signal and to pay related fines, levies and charges. The client hereby releases TPL Trakker and TPL Trakker’s agents, contractors and/or employees from any such responsibility and/or liability.
6.3.7 If the client requires discontinuation of the immobilization function of the Vehicle Tracking System, temporarily or permanently, then notice of the same shall have to be given to TPL Trakker at least one business day prior to the time when the Client desires such instructions to take effect.
6.3.8 If at any point of time, the client sells the vehicle or changes the users of TPL Trakker, then it is essential that the security/customer services department at TPL Trakker be informed immediately. This is vital in order for TPL Trakker to serve its clients’ security needs. The client should obtain the “Transfer of Ownership/New Details Form” from the said departments in order to avoid any inconvenience TPL Trakker will not entertain any requests for unauthorized persons.
7.1 TPL Trakker shall use its best endeavors to ensure continuous provision of the Services to the client but shall not be liable and/or responsible in any manner for any cessation that may occur in the provision of Services to the Client.
7.2 Save for willful misconduct and gross negligence on the part of TPL Trakker, TPL Trakker shall not be held liable and/or responsible for any loss, damage, detriment and/or harm that may be occasioned by the Client due to the cessation of Services, and/or pursuant, connected, related and/or ancillary to having entered into this Agreement.
7.3 The Services that are being provided to the Client are dependent upon the cellular mobile telecommunication services that are to be provided to TPL Trakker. TPL Trakker shall not be held liable and/or responsible for any loss, damage, detriment and or harm that may be occasioned by the Client due to the cessation/disruptive cellular mobile communication services or unforeseen malfunctions inherent due to excessive vibrations on bumpy/broken roads during the last 48 hours.
7.4 TPL Trakker is licensed by the Government for the provision of the Services. TPL Trakker shall not be held liable and/or responsible for any loss, damage, detriment and/or harm that by be occasioned by the Client due to the temporary or permanent revocation of the license, for the provision of the Services, by the Government.
7.5 TPL Trakker shall not be responsible for the performance of any acts, other than those stipulated in this agreement.
7.6 TPL Trakker shall not be liable for the Equipment not performing as required even after the requisite instructions have been issued by TPL Trakker
7.7 TPL Trakker shall not be liable for any actions, claim, loss, damage an/or detriment that is occasioned the Client as a result of immobilization of the motor vehicle and/or anything related connected, pursuant and/or ancillary thereto.
7.8 TPL Trakker shall not be responsible for the recovery of any motor vehicle that exits from the No-go boundaries or Network areas due to extremely thin network boundaries or poor GSM/GPRS coverage and use of unauthorized equipment, preventing the unit to relay alarm or receive immobility signals identified as technological bugs within an electronically operated system despite being protected by the Services contemplated herein, and no loss, action, claim and /or detriment shall be claimed against TPL Trakker in this regard.
7.9 TPL Trakker shall not be held responsible for any voice use that is made of the cellular mobile telecommunications apparatus installed in motor vehicles, and/or anything connected thereto. If TPL Trakker is informed by the provider of the cellular mobile telecommunication services of their having been any voice usage of the cellular mobile communications apparatus installed in motor vehicles, and/or anything connected thereto, and/or such an action is brought to the notice of TPL Trakker, then TPL Trakker shall have the right to terminate the services forthwith without any notice to the Client and any charges to the voice usage of the cellular mobile telecommunications apparatus installed in motor vehicles shall be payable by the Client to TPL Trakker within three days of the same having been demanded by TPL Trakker.
7.10 The obligations of TPL Trakker towards the Customer under this Agreement shall be held in abeyance during the period that the equipment is not in working order.
7.11 TPL Trakker shall not be liable/responsible for the provision of services or anything related, connected, pursuant, and/or ancillary thereto if TPL Trakker is not informed by the Client of having divested itself of the ownership/possession/control of the motor vehicle and TPL Trakker would stand discharged of its obligations under this Agreement and/or anything related, connected, pursuant and/or ancillary thereto.
7.12 TPL Trakker will be entitled to and is hereby authorized by the Client (without TPL Trakker being obliged to do so) to accept instructions from the legal/registered owner or authorized user of the vehicle in which the Equipment is installed, to remove the Equipment from such vehicle and cease monitoring of the relevant, vehicle, in which, case, the client notified in due course, and the removed Equipment will be held to the order of the party/person entitled to the equipment. TPL Trakker will incur no liability or obligation to the Client for any loss, damages or costs, if it has acted in accordance with the authority granted in terms of this clause.
7.13 Upon learning of the removal/misuse of the equipment/unit, the system will be immediately shut down and criminal proceedings initiated.
7.14 Besides recovering the losses due to the misuse of the unit, additional penalties/charges may be imposed and recovered from the authorized user/owner.
8.1 The Equipment, as invoiced, shall be sold to the Client by TPL Trakker after execution of the Agreement. The Services shall only become operative once the Equipment has been purchased by the Client and the same has been installed by TPL Trakker in the Client’s motor vehicle.
8.2 The equipment shall be installed by TPL Trakker into each motor vehicle, and the Customer authorizes TPL Trakker to effect any modification deemed expedient by TPL Trakker, inclusive of but not limited to acts involving cutting, welding and/or drilling, to the motor vehicle of the customer and that the Customer hereby waives the right to claim anything from TPL Trakker for any loss, damage, diminution occasioned by the Customer due to TPL Trakker installing the Equipment in the motor vehicle and/or anything related, connected and/or ancillary thereto.
8.3 The Equipment belongs to the person/company/institution that has paid for the system, as its client. If the user leases the equipment from a leasing/financial institution, then till such time that the unit is paid off, ownership will be held by the institution and not the user. Although the user would be free to avail the services of TPL Trakker, the client will also possess the right to enquire regarding the location of the vehicle and in extreme cases, even shut off and repossess the vehicle.
8.4 The Equipment shall be returned to TPL Trakker upon discontinuation of service to hold in safe custody (duly receipted), or the Client may sell the unit to be installed in another vehicle, after paying the removal/installation charges and all outstanding dues (if any).
8.5 The Equipment shall only be purchased from TPL Trakker and even though it shall remain in the possession of TPL Trakker, the Client shall be its owner till it is sold/transferred or adjusted against outstanding dues.
8.6 The installation, maintenance, repairs and servicing of the equipment shall be done solely by TPL Trakker. The Client shall be separately liable in addition to the Service charges payable in terms of the Agreement, to reimburse TPL Trakker for the cost of repairing and/or adjusting any item of Equipment to restore it to the condition in which an item of Equipment of that nature and age should be, fair wear and tear excepted. Before carrying out any such repair and /or adjustments. TPL Trakker shall advise the Client of the estimated cost of such repair and/or adjustments. If the client declines to have the item of Equipment restored to the standard required by TPL Trakker then the agreement shall stand terminated.
8.7 If TPL Trakker is being installed in a vehicle operation under the hire/purchase scheme, it is essential that TPL Trakker is informed while purchasing the unit and entered in the application form as such.
8.8 The chosen location/position to install the equipment is the best possible option in the vehicle, which will not be disclosed to the client for security reasons, unless insisted upon by the client. Any attempt by any entity, other than TPL Trakker, to interfere with the Equipment shall immediately absolve TPL Trakker of all its obligations under this agreement, and the Agreement may be deemed as terminated forthwith.
9. SERVICES WITH RESPECT TO THE EQUIPMENT
9.1 TPL Trakker agrees to provide the following services in relation to the Equipment listed.
9.1.1 Should any unit fail to operate correctly having been strictly maintained by TPL Trakker in accordance with the provisions of this Agreement, then provided that:
22.214.171.124 The client has given written notice to TPL Trakker of the fault having occurred in the equipment; and
126.96.36.199 The unit and/or the written guidelines, manuals advice or instructions given to it by TPL Trakker in respect of the Equipment’s use and operations, TPL Trakker shall, upon receipt of the requisite notice from the Client, repair or replace, at the TPL Trakker’s discretion, such offending units at TPL Trakker’s cost.
188.8.131.52 The client shall not permit any modification or attachments to be made to the Equipment.
9.1.2 The supply of all spares and labor as are required and as determined by TPL Trakker.
9.1.3 The use and supply of exchange units as are required by the TPL Trakker.
9.2 For the duration of this agreement the Client agrees not to permit any person other than TPL Trakker or it’s duly appointed agents to maintain service, calibrate and/or repair any item of Equipment.
9.3 The client shall not permit any modification or attachments to be made to the Equipment.
10. EQUIPMENT ACCESS
10.1 When TPL Trakker is notified of a required services, such notice shall include, but not be limited, to:
10.1.1 The registration of the vehicle
10.1.2 The location of the vehicle requiring services,
10.1.3 The time of availability of the vehicle at the above location
10.1.4 The client contact person and contact phone number relating to the service.
10.2 Should TPL Trakker or its appointed representative not be provided with the access to the Equipment, or the Equipment is not available at the above location and time, then notwithstanding anything to the contrary contained in the Agreement, TPL Trakker shall be entitled to charge the Client all traveling costs.
10.3 The amount payable to TPL Trakker with respect to the repairs and/or additional services having been performed by TPL Trakker with regard to the equipment shall be paid to TPL Trakker by the Client within 7 days of the date of repairs and/or additional services that have been carried out. TPL Trakker shall not be obliged to carry out any further Services in terms of this agreement until all such amounts have been paid.
10.4 TPL Trakker shall frequently call upon the Client to bring into a designated Service Center the motor vehicle, in which Equipment has been installed, for quality control and maintenance
10.5 In case of theft/loss of vehicle due to any delay in sending the vehicle in which the equipment has been installed for maintenance, would absolve TPL Trakker of even the limited liability (5.3), as it is mandatory for the owner/user to have the equipment immediately inspected upon being informed of its malfunctioning.
11. EXCLUSIONS WITH REFERENCE TO THE EQUIPMENT
11.1 The following is specifically excluded from the services defined in this agreement:
184.108.40.206 Any damage caused to the Equipment outside the direct control and scope of influence of TPL Trakker including but not limited to:
220.127.116.11 Any Act of God or similar man made event, or as applied to is major or causes fortuitous;
18.104.22.168 The loss of equipment between the happening of one service and the next;
22.214.171.124 All damage caused by a faulty or spurious electrical supply
126.96.36.199 All damage caused as the direct or indirect result or any act of tampering, vandalism or malicious damage howsoever caused;
188.8.131.52 All damage caused as a result of a vehicle accident;
184.108.40.206 All damage caused by fire, theft, or flood;
220.127.116.11 All damage caused as a direct or indirect result of civil or political disturbance or any like event; all damage caused by any act of any third party.
11.1.2 All damage caused as a result of the ingress of any fluid penetrating the equipment, if applicable
11.1.3 Any re-calibration or adjustment to any Equipment as is required after any gearbox, tire, differential or similar component change and/or modification has been affected to any vehicle to which the Equipment has been fitted.
11.1.4 Any replacement of any engine revolution or gearbox “take-off” device including any “W-terminal” or similar device;
11.1.5 Any stoppage, limitation, engine control, engine shutdown or similar event resulting from the operation of the equipment.
11.1.6 The removal and/or de-installation or any similar action requiring removal, re-installation and/or relocation of any unit, equipment or system, as required or requested by the client except in cases where this action is necessary to maintain existing tracking provide or tracking facility.
11.2 Any repairs, maintenance, service or other work as excluded above or any other work not specifically included in the Agreement will be charged to the client.
11.2.1 In each such instance the client shall separately request such service by addressing its request to TPL Trakker in writing during TPL Trakker’s servicing hours to TPL Trakker’s designated Service Center.
11.2.2 Without derogating from anything contained in 11.2.1 and/or the generality of anything contained in this Agreement, the Client may where urgently required contact the TPL Trakker on its applicable service telephone number, which telephone number has been separately supply to it. In all such cases the establishing of contact or otherwise with the TPL Trakker, by this means shall not in any way be construed as a request and/or a notification as defined and required in 10.2.1 above.
11.3 Where the client indicates to TPL Trakker that the equipment has failed to operate and in so doing cause Trakker to attend at the location of such a unit, ostensibly to repair same, and given that it subsequently transpires that same was a Client suppositions, then TPL Trakker shall be permitted to additionally charge the Client.
11.4 TPL Trakker shall not be liable/responsible for the provision of Services or anything related, connected, pursuant and/or ancillary thereto if the motor vehicle within which the equipment is installed is not brought to a designates service center at the time so designated by TPL Trakker, for a quality and maintenance check. TPL Trakker would stand discharged of its obligations under this Agreement and/or anything related, connected, pursuant and/or ancillary thereto., if the client is under to bring the motor vehicle within which the equipment is installed for a quality and maintenance check upon being requested by TPL Trakker.
Should either party fail to comply with any term of this Agreement and fail to remedy such breach within a period of 14 days after receiving written notice to remedy such breach, then the party serving such notice shall be entitled, without prejudice to any other remedy it may have in law, to elect to cancel this Agreement
13.1 The parties further specifically agree that this Agreement shall be the sole agreement governing them in respect of the Services and the Equipment and hereby specifically agree that Agreement shall supersede any other agreement offer, undertaking, utterance or statement made by the staff, prior to the commencement of this agreement.
13.2 No alteration, variation or addition hereto shall be or any force of effect unless reduced to writing, suitably identified as such by specific reference to this.
13.3 No indulgence, leniency or extension of time granted by either party to the other shall in any way prejudice the grantor in terms of it from subsequently exercising any or all of its rights in terms of this Agreement.
13.4 TPL Trakker shall have no liability whatsoever, other than set out in this agreement, whether in contract or otherwise, in respect of the Services and/or equipment by the client, nor shall TPL Trakker be liable to the client or any other person for any injury, loss or damage whatsoever, whether consequential or otherwise, arising from the use by the Client of the Equipment.
13.5 The client shall be liable to pay all taxes, levies, duties, fees including but not limited to sales tax, withholding tax, excise duty presently applicable or made applicable or levied in future by any Central or Provincial Government or any other competent authority in respect of the Equipment and Services provided herein or any services in relation to any transaction or activity hereunder.
13.6 The client authorizes TPL Trakker to provide information of the vehicle movement to any LEA/Government/Intelligence agency upon providing a formal request.
14. NOTICE AND DOMICILIUM
14.1 Each of the parties chooses its domicilium cited and et excutandi (“domicilium”) for the purpose of giving any notice, the serving of any process and for any other purposes arising from this agreement at their respective set forth hereunder:
The TPL Trakker:
TPL Trakker Limited
12th Floor, Centrepoint, off Shaheed-e-Millat Expressway,
adjacent KPT Interchange Flyover, Karachi -74900
Tel: (021) 37130227 Fax: (021) 35316032
As enumerated in Schedule—I hereto.
14.2 Any notice given and any payment made by a party to the other (“the addressee”) which,
14.2.1 Is delivered by hand during the normal business hours of the addressee that the address’s domicilium shall for time being be presumed, until the contrary is proved by the addressee, to have been received by the addressee at the time of delivery.
14.2.2 Is posted by prepaid registered post from an address within Pakistan to the addressee at the address’s domicilium for the time being shall be presumed, until the contrary is proved by the addressee, to have been received by the addressee on the fourth day after the date of posting.
14.3 Where in terms of this agreement any communication is required to be in writing, the term “writing” shall include communication by telex or facsimile. Communications by telex or facsimile shall, unless the contrary is proved by the address, be deemed to have been received by the address one hour after the time of transmission.
I fully understand that installing the equipment/unit with the services does in no way guarantee 100% safety and security of the vehicle, nor does it hold TPL Trakker liable in case of loss of vehicle to compensate anything more than the cost of the equipment paid for, as stated under the Limited Liability clause 5.3 as TPL Trakker is not an insurance company as per law and offers no such package when opting for only the TPL Trakker system and monitoring facility as clearly identified in the Terms and Conditions above and may be further amended from time to time, which I have read and am in full agreement with.