Terms & Conditions - Cox Fleet | Built for Every Mile

Cox Fleet Master Terms of Service

Last Updated: April 17, 2026

BY CHECKING THE BOX, CLICKING “I AGREE,” OR SIGNING A BILLING DOCUMENT PROVIDED BY COX FLEET AND/OR ITS AFFILIATES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

These Terms of Service (“Agreement”) govern any Billing Document referencing them. “Cox Fleet” means Cox Automotive Mobility Solutions, Inc., by and on behalf of its Affiliates, d/b/a Cox Fleet. “Customer” means the Cox Fleet customer identified on the applicable Billing Document. Cox Fleet and Customer may each be referred to as a “Party”, and collectively as the “Parties”.

Definitions

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a Party. “Control” means ownership of more than fifty percent (50%) of voting interests or the power to direct general management of an entity.

“Billing Document” means (a) a Service Document or (b) a Cox Fleet-issued invoice for Services performed. Each Billing Document is incorporated into and governed by this Agreement. In the event of a conflict between a Service Document and a Cox Fleet-issued invoice, the Service Document will control.

“Claims” means any claims, demands, damages, liabilities, losses, suits, fines, costs, and expenses (including reasonable attorneys’ fees and court costs), judgments, settlements, and penalties of every kind.

“Confidential Information” means all information disclosed by one Party to the other that is designated as confidential or reasonably should be understood to be confidential, including information relating to business operations, customers, technology, products, services, or pricing. Confidential Information does not include information that: (a) is publicly available; (b) was known to the receiving Party prior to disclosure; (c) is received from a third party without confidentiality restrictions; or (d) is independently developed.

“Cox Fleet Services” means fleet services provided to Customer directly by Cox Fleet, its Affiliates, and/or employees, including repair and maintenance services as set forth in the applicable Service Document. Cox Fleet Services do not include Third Party Services.

“Fees” means all fees due and payable by Customer under this Agreement and the applicable Billing Document.

“Laws” means all applicable federal, state, and local laws, regulations, rules, ordinances, and decrees of any governmental authority.

“Service Document” means the service document, service authorization, a statement of work, order form, or service schedule, or other writing between Cox Fleet and Customer under which Customer procures one or more Services. Each Service Document shall set forth, at a minimum, the scope of Services, applicable Fees, and the term of the engagement.

“Third Party Provider” means a third-party service provider that is a member of Cox Fleet’s network of service providers but is not an employee or agent of Cox Fleet.

“Third Party Services” means any services provided to Customer by a Third Party Provider, such as maintenance and repair services.

Services
1. 1.1.Scope. Cox Fleet will provide Customer fleet vehicle services, which may include Cox Fleet Services, Third Party Services, or both (collectively, “Services”), as set forth in the applicable Service Document. Applicable service levels, performance standards, and response-time commitments, if any, shall be specified in the applicable Service Document.
2. 1.2.Vehicle Data. Cox Fleet may collect vehicle information (year, model, engine, transmission, mileage, VIN, vehicle number, and operational history) and telematics data from Customer’s telematics provider, including GPS location, fault codes, and diagnostic data (“Telematics Data”). Cox Fleet may retain such information for two (2) years following the last date of service. Cox Fleet owns all de-identified and aggregated data derived from Customer’s vehicle information and Telematics Data (collectively, “Aggregated Data”).
3. 1.3.Data Privacy and Security. Each Party shall comply with all applicable Laws relating to the collection, use, storage, and disclosure of personal information in connection with this Agreement. Cox Fleet shall maintain commercially reasonable administrative, technical, and physical safeguards to protect the security and integrity of Customer’s vehicle information, Telematics Data, and any personal information provided to Cox Fleet by Customer through Customer’s use of the Services (collectively, excluding Aggregated Data, “Customer Data”). Cox Fleet shall use Customer Data solely to perform the Services, to create Aggregated Data under Section 1.2, and to improve the delivery of the Services (except as otherwise set forth herein), and shall not disclose Customer Data to any third party except as necessary to perform the Services, subject to data protection obligations no less protective than those herein.
4. 1.4.Intellectual Property. Cox Fleet retains all right, title, and interest in Aggregated Data and the proprietary tools, methodologies, software, and other intellectual property used in connection with providing, supporting, or maintaining the Services (“Cox Fleet IP”), including modifications and derivative works. Cox Fleet grants to Customer a limited, non-exclusive, non-transferable, revocable license to use deliverables containing Cox Fleet IP solely for Customer’s internal fleet management purposes during the term of the Agreement. Customer retains all rights in Customer Data and any pre-existing intellectual property provided to Cox Fleet, and grants Cox Fleet a limited, non-exclusive right and license to use such pre-existing intellectual property and the Customer Data solely for the purposes contemplated by this Agreement.
5. 1.5.Estimates. Unless otherwise specified in the applicable Service Document, all estimates provided by Cox Fleet are informational only and do not constitute a guaranteed price. Customer agrees to pay all invoices for the Services per this Agreement regardless of whether a Service Document was provided or if the invoices exceed any prior estimate by Cox Fleet.
6. 1.6.Customer Cooperation. Customer shall provide timely access to vehicles, fleet information, and facilities necessary for Cox Fleet to perform the Services, and shall maintain safe working conditions at any Customer-designated service location. Cox Fleet’s performance obligations are conditioned upon Customer’s compliance with this Section 1.6, and any delays or additional costs resulting from Customer’s failure to cooperate shall be Customer’s responsibility.
Term and Termination
1. 2.1.Term; Termination. This Agreement is effective upon Customer’s acceptance and continues until terminated in accordance with this Section 2.1. This Agreement shall automatically terminate upon the expiration or termination of all Service Documents, unless otherwise agreed by the Parties in writing. This Agreement or any Service Document may be terminated by either Party for material breach, following the expiration of a thirty (30) day cure period during which the breaching Party failed to cure such breach after written notice. Cox Fleet may terminate this Agreement or any Service Document at any time for convenience upon sixty (60) days’ prior written notice to Customer. Cox Fleet may immediately terminate this Agreement and one or more Service Documents, without regard to any cure period, if Customer fails to pay invoices in accordance with Section 3.1 or upon Customer’s bankruptcy or insolvency. Upon a Change of Control of Customer (meaning the sale of all or substantially all assets of Customer or its parent; any merger, consolidation, or acquisition of Customer or its parent with, by, or into another entity; or any change in ownership of more than fifty percent (50%) of Customer’s or its parent’s voting capital stock in one or more related transactions), Customer shall provide Cox Fleet with written notice of the Change of Control within fifteen (15) days of the effective date of such Change of Control. Cox Fleet may, within thirty (30) days of receiving such notice, terminate this Agreement and one or more Service Documents by written notice to Customer. Upon termination, all rights granted to Customer terminate and unpaid Fees become immediately due. Prepaid Fees for parts or products are non-refundable where Customer is the breaching or terminating Party; provided, however, that if Cox Fleet terminates for its own convenience or Customer terminates for Cox Fleet’s uncured material breach, Cox Fleet shall refund a pro-rata portion of prepaid Fees attributable to Services not yet performed.
2. 2.2.Suspension. Cox Fleet may suspend performance upon written notice to Customer if: (a) Customer is in material breach of this Agreement (including failure to pay) and has not cured such breach within thirty (30) days following written notice of the breach; or (b) site conditions present safety risks to Cox Fleet or Third Party Provider personnel, equipment, or property. If a suspension under clause (a) continues for more than thirty (30) consecutive days after the cure period expires, either Party may terminate this Agreement upon written notice. Suspension under clause (b) may be immediate without prior notice, but Cox Fleet shall notify Customer as soon as reasonably practicable thereafter.
Fees and Payment
1. 3.1.Fees. Unless otherwise set forth in a Billing Document, Cox Fleet will invoice Customer upon completion of Services. All invoiced amounts are due within fifteen (15) days from the date of invoice. Credit or debit card payments are subject to a transaction fee.
2. 3.2.Payments to Third Party Providers. Cox Fleet will pay Third Party Provider invoices on Customer’s behalf, except for (i) charges billed directly to Customer under a Customer-maintained national account (“National Account Charges”) or (ii) where Customer pays the Third Party Provider directly; provided that Customer has given Cox Fleet prior written notice of such direct payment. Cox Fleet may receive and retain discounts and rebates from Third Party Providers. Cox Fleet’s selection of Third Party Providers is based on quality, availability, and geographic proximity, and such discounts or rebates do not influence provider selection to the detriment of Customer. Cox Fleet may require payment by Customer before Third Party Services are performed.
3. 3.3.Fee Increases; Additional Charges. Cox Fleet may increase Fees once per calendar year with thirty (30) days’ written notice to Customer; provided that no annual increase shall exceed the greater of five percent (5%) or the percentage increase in the Consumer Price Index (All Urban Consumers, U.S. City Average) for the twelve-month period preceding the increase. Out-of-scope services may be subject to additional fees. Cox Fleet may assess storage charges of up to $50/day per vehicle commencing ten (10) days after completion of the Services. Transportation charges are Customer’s responsibility unless otherwise agreed in writing.
4. 3.4.Lien Rights. Cox Fleet may retain possession of any vehicle until all amounts due, inclusive of interest and storage charges, are paid in full. Customer grants Cox Fleet a security interest in any vehicles for which Cox Fleet performs any Cox Fleet Services and authorizes Cox Fleet to take all steps required by Law to perfect such security interest if Customer breaches this Agreement. Further, Customer acknowledges and agrees that if Customer breaches the Agreement, Cox Fleet has the right to assert and enforce a mechanic’s lien, common law possessory lien, statutory lien, or other equivalent lien against Customer under Law. Before exercising any sale remedy, Cox Fleet shall provide Customer with not less than ten (10) days’ prior written notice of its intent to sell.
5. 3.5.Credit. Cox Fleet may establish credit terms, prepayment requirements, and credit holds for Customer as set forth in the applicable Billing Document or as communicated to Customer in writing.
6. 3.6.Late Fees and Disputes. Cox Fleet may charge interest on overdue payments at the lesser of 12.5% per annum or the maximum rate permitted by Law. Customer is liable for all collection costs, including reasonable attorneys’ fees in connection with enforcing Customer’s payment obligations. A $75 charge applies for non-sufficient funds checks. If Customer wishes to dispute an invoice, Customer must notify Cox Fleet in writing of, and provide a good faith basis for, such dispute no less than seven (7) days prior to the date such amounts are due. Disputes not submitted in writing with a good faith basis within such seven (7) day period are presumed waived, and the invoiced amount shall be deemed accepted absent manifest error.
7. 3.7.Taxes. Cox Fleet will include applicable transfer taxes (sales/use tax or GST/HST) on invoices unless Customer provides a valid exemption certificate. Customer is solely responsible for any applicable use tax. If a taxing authority subsequently assesses transfer taxes on any Cox Fleet-Customer transaction, Customer shall reimburse Cox Fleet, including penalties and interest, except to the extent such penalties and interest result solely from Cox Fleet’s failure to timely collect or remit the applicable taxes.
Confidentiality
1. 4.1.Obligations. Each Party will protect the other’s Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, and will use it solely as permitted by this Agreement. Disclosure is limited to representatives with a need to know who are bound by confidentiality obligations no less protective than those set forth herein. All Confidential Information remains the property of the disclosing Party, and no license or other rights to Confidential Information are granted except as expressly set forth in this Agreement. Confidentiality obligations survive for three (3) years after termination; provided that obligations regarding trade secrets survive for so long as the information remains a trade secret under applicable Law. Upon termination or request, each Party shall return or destroy the other Party’s Confidential Information and, upon request, certify such destruction in writing. Neither Party shall use the other Party’s name, logo, or trademarks in any press release, marketing material, or public communication without the other Party’s prior written consent, and neither Party shall disclose the existence or terms of this Agreement without the other Party’s prior written consent, except as required by Law or to a Party’s professional advisors bound by confidentiality obligations.
2. 4.2.Compelled Disclosure. If legally compelled to disclose Confidential Information, the receiving Party may do so to the extent necessary to comply, provided that: (a) the receiving Party provides the disclosing Party with prompt advance written notice of such compulsion (to the extent legally permitted) to enable the disclosing Party to seek a protective order or other appropriate remedy; (b) the receiving Party reasonably cooperates with the disclosing Party’s efforts to seek such protection, at the disclosing Party’s expense; and (c) the receiving Party discloses only such portion of the Confidential Information as is legally required. Each Party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate, and the disclosing Party shall be entitled to seek injunctive or other equitable relief.
Representations, Warranties, and Liability
1. 5.1.Mutual Representations. Each Party represents and warrants that it has the authority to enter into this Agreement, that its performance will not violate any other agreement, and that it will comply with all Laws in performing its obligations or exercising its rights under this Agreement.
2. 5.2.Limited Warranty; Sole Remedy. Cox Fleet warrants Cox Fleet Services against material defects in workmanship for ninety (90) days or 10,000 miles from completion of the Services, whichever occurs first. This warranty covers only Cox Fleet employee workmanship; parts carry only the manufacturer’s warranty, if any. Cox Fleet is not responsible for defective Customer-supplied parts. This warranty does not apply to Third Party Services. The foregoing warranty is the only warranty made by Cox Fleet. Customer’s sole and exclusive remedy for breach of this warranty is, at Cox Fleet’s option, re-performance of the applicable Service, repair or replacement of the defective part, or if neither is commercially practicable, a refund not to exceed the price paid for the applicable Cox Fleet Service.
3. 5.3.Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED “AS IS,” WHETHER CHARACTERIZED AS GOODS, SERVICES, OR A HYBRID THEREOF. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES ARISING BY COURSE OF DEALING, CUSTOM, OR TRADE, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.
4. 5.4.Third Party Services. COX FLEET FACILITATES THIRD PARTY SERVICES THROUGH INDEPENDENT THIRD PARTY PROVIDERS OVER WHOM COX FLEET DOES NOT EXERCISE OPERATIONAL CONTROL. ALL THIRD PARTY SERVICES ARE PROVIDED “AS IS”. CUSTOMER ACKNOWLEDGES THAT COX FLEET DOES NOT CONTROL, GUARANTEE, OR WARRANT THIRD PARTY SERVICES, INCLUDING PERFORMANCE, PRICING, QUALITY, TIMELINESS, PARTS, OR WORKMANSHIP. IN NO EVENT SHALL COX FLEET BE LIABLE TO CUSTOMER FOR ANY CLAIMS RELATED TO OR ARISING FROM ANY THIRD PARTY SERVICES, INCLUDING ANY ACTS, OMISSIONS, DELAYS, ERRORS, OR NEGLIGENCE OF THIRD PARTY PROVIDERS. CUSTOMER SPECIFICALLY AGREES THAT COX FLEET IS NOT RESPONSIBLE TO SUPERVISE AND/OR INSPECT ANY WORK PERFORMED BY THIRD PARTY PROVIDERS. CUSTOMER’S SOLE RECOURSE FOR CLAIMS ARISING FROM THIRD PARTY SERVICES IS DIRECTLY AGAINST THE APPLICABLE THIRD PARTY PROVIDER. COX FLEET SHALL USE COMMERCIALLY REASONABLE EFFORTS TO REQUIRE EACH THIRD PARTY PROVIDER TO MAINTAIN COMMERCIAL GENERAL LIABILITY INSURANCE IN CONNECTION WITH THE THIRD PARTY SERVICES.
5. 5.5.Limitation of Liability. IN NO EVENT SHALL COX FLEET BE LIABLE FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING LOST REVENUES OR PROFITS, BUSINESS INTERRUPTION, DOWNTIME COSTS, CLAIMS OF CUSTOMER’S CUSTOMERS, LOSS OF USE OF VEHICLE OR EQUIPMENT, LOSS OF DATA, OR COST OF SUBSTITUTE PRODUCTS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THIS LIMITATION SHALL APPLY EVEN IF THE LIMITED REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. COX FLEET’S TOTAL, AGGREGATE LIABILITY UNDER THIS AGREEMENT AND ANY BILLING DOCUMENTS, WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO COX FLEET DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 5.5 SHALL NOT APPLY TO: (A) LIABILITY ARISING FROM COX FLEET’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) CLAIMS FOR DEATH OR PERSONAL INJURY CAUSED BY COX FLEET’S NEGLIGENCE; (C) COX FLEET’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6; OR (D) COX FLEET’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 4. ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION ACCRUES, REGARDLESS OF WHEN THE FACTS GIVING RISE TO THE CLAIM WERE DISCOVERED.
Indemnification
1. 6.1.Customer Indemnification. Customer shall defend, indemnify, and hold harmless Cox Fleet, its Affiliates, and their respective officers, directors, employees, and agents from and against any Claims arising from: (a) Customer’s negligence or willful misconduct (except to the extent arising from Cox Fleet’s gross negligence or willful misconduct), or breach of this Agreement; (b) parts or products provided by Customer, including Claims from Customer’s operation of a vehicle containing such parts; (c) Customer’s continued operation of a vehicle after Cox Fleet has provided Customer with written notice identifying a need for repair; (d) Customer’s fraud or fraudulent misrepresentation; or (e) Customer’s violation of Law.
2. 6.2.Cox Fleet Indemnification. Cox Fleet shall defend, indemnify, and hold harmless Customer, its Affiliates, and their respective officers, directors, employees, and agents from and against any Claims by third parties to the extent arising solely from Cox Fleet’s gross negligence, willful misconduct, or fraud in connection with the performance of Services. This Section 6.2 does not extend to Claims arising from breach of contract, ordinary negligence, or any other grounds not expressly stated herein.
3. 6.3.Indemnification Procedure. The indemnified Party shall promptly notify the indemnifying Party of any Claim and reasonably cooperate in the defense. The indemnifying Party shall have sole control over defense and settlement, provided that it may not enter into any settlement imposing obligations on the indemnified Party without the indemnified Party’s prior written consent.
General Provisions
1. 7.1.Notices. Notices must be in writing via commercial delivery service, certified mail (deemed given on delivery), or email (deemed given upon transmission without receipt of a delivery failure notification). To Cox Fleet: 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328, Attn: Fleet Operations with copy to Legal Department. To Customer: address on file. Customer shall promptly notify Cox Fleet in writing of any change to Customer’s notice address; notices sent to the last address provided by Customer are effective regardless of Customer’s failure to update.
2. 7.2.Governing Law; Forum; Jury Waiver. This Agreement is governed by the Laws of the State of Georgia, without regard to conflict of laws principles. Any legal action shall be filed exclusively in a state or federal court in Fulton County, Georgia. Customer irrevocably consents to such forum and waives any objection to venue. EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.
3. 7.3.Non-Solicitation. Customer and its Affiliates shall not, during the term of the Agreement and for one (1) year after termination, solicit or hire any Cox Fleet technician or supervisory employee who performed Services at Customer’s facilities or on Customer’s vehicles under this Agreement without Cox Fleet’s prior written consent. This does not prohibit hiring individuals who respond solely to general solicitations.
4. 7.4.Amendments and Updates. Amendments to this Agreement are effective only if in writing and signed by each Party. Notwithstanding the foregoing, Cox Fleet may post non-material administrative updates to this Agreement at https://coxfleetsolutions.com/terms-conditions/ with a new “Last Updated” date; Customer’s continued use of Services after any such update constitutes acceptance. Material changes, including any modification to the scope of Services, Fees, liability limitations, indemnification obligations, termination rights, or data handling practices, require mutual written agreement under this Section and will be communicated via email or notice on a Billing Document.
5. 7.5.Force Majeure. Neither Party is liable for failure or delay in performing any obligation (except Customer’s payment obligations) due to causes beyond its reasonable control, including natural catastrophes, public health emergencies, acts of war or terror, or cyberattacks (each, a “Force Majeure Event”). The affected Party shall: (a) notify the other Party in writing within five (5) business days of becoming aware of the Force Majeure Event; and (b) use commercially reasonable efforts to mitigate the impact and resume performance. If a Force Majeure Event continues for more than ninety (90) consecutive days, either Party may terminate this Agreement or the affected Service Document upon thirty (30) days’ prior written notice, without liability for such termination.
6. 7.6.Entire Agreement; Order of Precedence; Relationship. This Agreement and any Billing Documents constitute the entire agreement between the Parties and supersede all prior agreements. No terms in any Customer purchase order or form will be incorporated unless signed by a Cox Fleet officer and explicitly referencing this Agreement. In the event of a conflict between this Agreement and any Billing Document, this Agreement controls unless the Billing Document expressly supersedes a specific provision and is signed by an authorized officer of each Party. The Parties are independent contractors; nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship, and neither Party has authority to bind the other. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns; no third party has any rights or remedies hereunder. Billing Documents may be executed in counterparts, and electronic signatures and electronic acceptance in accordance with this Agreement are valid and binding. The term “including” means “including, without limitation”.
7. 7.7.Waiver and Severability. Failure to enforce any provision is not a waiver. If any provision is held invalid, the remainder remains in full force and effect.
8. 7.8.Survival. The following provisions survive termination or expiration of this Agreement: Sections 1.2 through 1.4; Section 3.1 (solely with respect to Fees accrued prior to termination); Sections 3.4, 3.6, and 3.7; Sections 4, 5, and 6; and Sections 7.1, 7.2, and 7.6 through 7.9; together with any other provision that by its nature is intended to survive.
9. 7.9.Assignment. Customer may not assign this Agreement without Cox Fleet’s prior written consent. Cox Fleet may assign upon written notice to Customer.
10. 7.10.Insurance. Customer shall maintain, at its own expense, commercially reasonable insurance coverage, including commercial general liability, commercial automobile liability, and workers’ compensation insurance as required by applicable Law, in amounts not less than those specified in the applicable Service Document. Customer shall provide certificates of insurance to Cox Fleet upon request.