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GENERAL TERMS AND CONDITIONS OF FLEETASSIST B.V. - version 025
Article. 1: Applicability
1.1 These Terms and conditions apply to any offer made by Fleetassist and to all agreements concluded between Fleetassist and the client.
1.2 The client who, whether or not concluding an agreement via the website www.Fleetassist.nl with Fleetassist, has taken note of these general terms and conditions prior to the conclusion of this Agreement and therefore agrees that all these terms and conditions shall apply to the agreement Are. A copy of these General terms and conditions belongs To the written or electronic tender. Furthermore, these General terms and conditions are on the website of Fleetassist.
1.3 Accepting and retaining a quotation or order confirmation, referred to in these general terms and conditions, by the client without comment, has suffered as a consent to its application.
1.4 Fleetassist is entitled to modify these general conditions unilaterally. In this case, Fleetassist will inform the client of the proposed changes as much as possible one month before the entry into force of the changes.
1.5 In The event that any provision in these Terms and conditions may be wholly or partially null, void or in violation of the law, this provision shall be deemed to be in itself and not applicable. It may not apply to any (part of a) provision of these general terms and conditions, as referred to in this article, without prejudice to the applicability of the other provisions.
Article. 2: The Offer
2.1 Fleetassist brings the offer in writing or electronically.
2.2 The offer is provided with a date and is valid for 30 days after the quotation date, unless the offer proves otherwise.
2.3 In the preparation of the offer, Fleetassist takes into account the information to be provided by the client about the vehicle of the client. The client has a duty Fleetassist to provide the right information. The client therefore guarantees the correctness and completeness of the measurements, specifications and other information on which Fleetassist relies on his offer on his behalf to Fleetassist.
Article. 3: The Agreement
3.1 The Agreement is concluded at the time of acceptance by the client of the offer and the conditions laid down. This acceptance shall preferably be made in writing or electronically.
3.2 After changes in the quotation, a new quotation will be issued.
3.3 The acceptance of the tender shall be deemed to have been made unchanged at the time the client agrees or clearly admits that the execution of the work commences.
3.4 Manifest errors or mistakes on its website, in prospectuses, leaflets and/or publications, images, drawings, quotations, order confirmations and information mentioned do not bind Fleetassist.
3.5 After The expiry of the term as agreed in the accepted offer, the agreement shall be concluded until one of the parties cancels the agreement. The agreement is Opzegbaar after the agreed time limit per month. Prices may be re-established by Fleetassist after the expiry of this period. A new order confirmation shall be issued For the renewal of the period specified in the accepted offer or to agree on new agreements.
3.6 The Agreement concluded by means of an order confirmation, even in the event that this agreement has been concluded via the Internet, may not, in view of the nature of the tailored delivery, scheduled work and orders made, not be dissolved or cancelled. If a client cancels such purchase, he shall be obliged to increase all costs reasonably incurred for the execution of the contract, the work of Fleetassist and the loss of profits for Fleetassist, with VAT, to Fleetassist.
3.7 The on the website of Fleetassist offered packages which agreement in this regard exclusively through the Internet has come about, and where no customized delivery, scheduled work and orders are made, can without giving any reason within 14 days after receipt or commissioning of the product be dissolved. If the customer makes use of this possibility of dissolution, the customer must report this to Fleetassist.
3.8 If The client indicates to Fleetassist that he can no longer fulfil his payment obligations or when Fleetassist can deduce from the circumstances that the client is no longer able to fulfil his payment obligations. When (the company of) the client ceases its activities, Fleetassist is entitled to terminate the Agreement with immediate effect and access to the Web application. However, the payment obligation continues to exist at all times.
3.9 The Agreement may be dissolved in writing without judicial intervention if the other party, after proper written notice, still omits to fulfil its obligations under the Agreement within thirty (30) Calendar days after the notice of default.
3.10 If A legal ruling so dictates, Fleetassist is entitled to unilaterally dissolve the agreement. In such a case, no refund can be obtained, this risk is for the client.
3.11 Fleetassist is never obliged to pay any compensation as a result of termination as described in paragraphs 8, 9 and 10 of this article.
3.12 Upon Termination of the agreement, Fleetassist will immediately cease and cease the use and access to the Web application. Also, upon termination of the agreement, the client will no longer have access to the Web application and its data. Fleetassist will not refund any fees to the client upon termination of the agreement, for any reason whatsoever. The client has to download and archive the data himself. After termination of the subscription, the client has no longer access to the Web application.
If, for any reason, the client cannot download the data himself, the client must request Fleetassist to transfer the data within 14 days after termination of the agreement. After The 14-day term, Fleetassist will permanently delete the data.
Art. 4: Right of withdrawal for private client
4.1 The Private Client may dissolve the agreement concluded with Fleetassist online via the website for a reflection period of 14 days without giving reasons.
4.2 This Reflection period starts on the day after the private client has received the product from Fleetassist.
4.3 During The reflection period, the private client will carefully handle the product received from Fleetassist.
4.4 If The private client makes use of his right of withdrawal, he shall report this within the period of reflection by means of the standard form for revocation or in other unambiguous manner to Fleetassist.
4.5 As soon as possible, but within 14 days of the day following the notification referred to in paragraph 1, the private client shall return the product. The Private Client has in any case taken into account the return period if he returns the product before the reflection period expires.
4.6 The Private Client returns the product with all supplied accessories, in original condition and packaging, and in accordance with the reasonable and clear instructions provided by Fleetassist.
4.7 The risk and the burden of proof for the correct and timely exercise of the right of withdrawal lies with the private client.
4.8 The Private Client bears the direct costs of returning the product to Fleetassist.
4.9 If The private client makes use of his right of withdrawal, all additional agreements are automatically dissolved.
4.10 Fleetassist will charge all payments from the private client, including any delivery costs charged by Fleetassist for the returned product, without delay but within 14 days following the day on which the private The client shall report the revocation.
4.11 Fleetassist uses the same payment method that the private client has used for reimbursement. The reimbursement is free of charge for the private client.
4.12 The Private Client cannot use the right of withdrawal, if Fleetassist has already built the product and the implementation of the installation has commenced with explicit prior consent of the private Client. And In addition, the private client has declared waiver of his right of dissolution once Fleetassist has complied with the agreement.
Article. 5: Prices and Payment
5.1 All prices and other tariffs applied by Fleetassist are exclusive of VAT and excluding any other government levies that come on behalf of the client unless otherwise stated.
5.2 Fleetassist is entitled to adjust prices and tariffs. Any price changes will be communicated to the client 60 days before the new price starts. The client agrees with any price increases if they keep up to par with the CBS Consumer Price index of the relevant year in which the increase in prices takes place. In the Case of prices above this price index, the client may terminate the agreement in writing by the first day of the month following the notice of price change.
5.3 Changes to the agreement will be considered as additional work, if it follows a higher price, and as far as it would follow a lower price, as a reduction in employment. More-and less work will, without prejudice to the obligation to pay the principal, be recorded in advance or electronically and after the agreement is carried out.
5.4 Immediately after the product has been delivered and any work has been done, the price must be paid, unless otherwise expressly agreed with the client
5.5 To The extent that it is not otherwise stipulated in the Agreement or in the additional terms, the amounts owed by the client should be paid in case an invoice has been sent within 14 days after the product has been delivered and built in, Unless otherwise expressly agreed with the client.
5.6 The client is in default from the expiration of the payment date as stated on the invoice. This omission is not lifted because Fleetassist sends a last payment reminder after the expiry of the period and thus gives the client the opportunity to pay within 14 days after receipt of the reminder.
5.7 If After the expiration of the payment reminder is still not paid, Fleetassist is entitled to charge interest from the expiration of the payment date. This interest is equal to the legal line plus 1%.
5.8 All reasonable costs, arising out of no or non-timely payment, shall be borne by the client. Fleetassist is in any case entitled to charge the extrajudicial collection costs incurred by it. This collection fee amounts to up to 15% of outstanding amounts with a minimum of €100.
5.9 Fleetassist has the right, for each payment reminder or reminder sent to the client and so on, to charge an amount of at least €40.00 in the relevant administration costs to the client.
Article. 6: Delivery
6.1 Fleetassist will determine the delivery deadlines as accurately as possible and will also observe them as much as possible. Once Fleetassist is aware of a circumstance that may be in the way of timely delivery, Fleetassist reports this to the client. Fleetassist gives, if possible, a realistic estimation when the delivery in question will take place. In no event shall the client be entitled to compensation in connection with late delivery. Fleetassist has the right to carry out part deliveries at all times.
6.2 Fleetassist will endeavour to deliver agreed services and goods correctly and in a timely manner in accordance with agreement. Unless expressly agreed otherwise in writing, deadlines and delivery times specified by Fleetassist will never be considered as fatal deadlines. In case prepayment has been agreed, specified deadlines and delivery times will run first after Fleetassist has received the agreed prepayment in its bank account.
6.3 At The time of delivery the risk concerning the delivered goods goes over to the client.
6.4 Fleetassist is authorised to demand payment or security from the client before proceeding to delivery and/or commencement of the work.
6.5 In The absence or refusal of purchase by the client of agreed services or ordered goods, the client owes to Fleetassist a compensation, equal to the agreed remuneration CQ. Purchase price for the products and/or services not diminished, with the statutory interest on that. The day on which the decline is refused is the day of delivery.
6.6 Decrease is deemed to have been refused if agreed products and/or services are offered to the client for delivery but delivery is reasonably impossible as a result of circumstances attributable to the client.
Article. 7: Installation, service and warranty
7.1 Fleetassist must be enabled by the client to build, build and maintain equipment supplied in the vehicles and/or other materials and to carry out maintenance of already built-in equipment and any other operation which may Assembly or assembly work. This is done at a pre-agreed location, date and time.
7.2 Fleetassist is not liable for any damage caused to the vehicle during the necessary test drive which the mechanic must make when the equipment is fitted. For this reason, The client is expressly given the opportunity to have himself or a third party engaged with the mechanic on the driver's seat.
7.3 The client shall ensure that Fleetassist or a third party enabled by Fleetassist is given access to the place (s) where the work is to be carried out at the pre-agreed time. The place (s) must comply with the statutory safety requirements and other government regulations.
7.4 The client must make the relevant vehicle and/or other materials available at the agreed time to carry out the assembly work and enable Fleetassist to complete once commenced work. If the vehicles are not available in accordance with the agreement for Fleetassist, then Fleetassist is entitled to charge the client for the costs incurred. The client shall be responsible For the operation of the vehicles on the INBOUWDAG and the possible provision of alternative transport to the worker concerned.
7.5 Fleetassist will ensure that the customer has the most recent version of the software program. The Customer acknowledges and accepts that the software can never be perfect or 100% free of imperfections and that not all imperfections will (can) be rectified. The software contains the possibilities for data processing. The warranty period of the hardware is a maximum of 12 months. If there is intent, negligence and/or gross negligence that can be attributed to the client, there is no guarantee.
7.6 During The warranty period the costs of inspection and the repair of defects in the following cases will also be charged by Fleetassist to the client. (Incidentally, Fleetassist will make these costs after written permission from the client.):
– Necessary repairs As a result of demonstrably improper, non-judicious and unauthorized use of the equipment, theft and damage;
– Disturbances due to external factors such as lightning strike, fire, storm, moisture, molen and the influence of other equipment and/or software;
– Service requests resulting from altered circumstances of the client or other circumstances not related to the function of the equipment.
7.7 The Client is not permitted to carry out the equipment other than with the written consent of Fleetassist, repairs or other work, except for normal operation, in the case of a deterioration of the rights in this Contract for the equipment to which such work has taken place.
7.8 In The cases where the client opts for the installation of the Fleetassist equipment, whether or not by a third party enabled by the client, the guarantee obligations shall lapse. In this case, The guarantee obligations of Fleetassist are limited to the free exchange of defective equipment within the agreed warranty period.
7.9 Fleetassist is entitled to engage third parties to implement what has been agreed between Fleetassist and client. Fleetassist is in such a case never liable for any damage caused and/or related to the work of these third parties.
Art. 8: Web application
8.1 Fleetassist is entitled to make changes to the web application at its own discretion in the form of updates, upgrades, customer-specific adjustments etc. insofar as these are important for the (general) use of the web application, all this in the opinion of Fleetassist.
8.2 Fleetassist is entitled, without prior notice, to disallow access to the Web application (temporarily) or to restrict its use, to the extent necessary for (preventive) maintenance or adjustments to be made or Improvements to one or more services of Fleetassist, without this entailing a right to compensation from the client to Fleetassist. Fleetassist endeavors to minimise this.
8.3 Fleetassist has the right at all times to restrict or block the access of the client to the Web application for an indefinite period, without giving any reason, if suspicion of misuse or otherwise improper use is present.
Art. 9: Data and data storage
9.1 All data and data are stored in a database under the control of a third state enabled by Fleetassist. Fleetassist is never liable for any damage caused and/or related to the work/management or otherwise of this third party.
9.2 Fleetassist is obliged to take care of the careful storage of the data or information from the client. Subject to evidence, Fleetassist shall be deemed to have complied with this obligation.
9.3 The data or data generated by means of the products and/or services supplied by Fleetassist may contain imperfections. These imperfections can be caused by, among other things: No (full) GPS coverage, no (full) GSM/GPRS/UMTS coverage, irregularities in the power supply of the object in which the goods are mounted by Fleetassist, irregularities The provider of Fleetassist and irregularities with the client, or equipment used locally by the client to gain access to the Internet. Fleetassist is not responsible and liable for any damage that may arise from such imperfections.
9.4 To The extent that the client, using the Web application, personally processes personal data, only the client, and therefore not Fleetassist, is the person responsible For the purposes of the data protection Act and as per may 2018 within the meaning of the GDPR. The client is responsible for lawfully processing such personal data. Fleetassist will only process this personal data on behalf of the client and in accordance with the instructions of the client.
9.5 The client bears the risk of damage or loss of data stored with Fleetassist or third parties or information or imperfections in the reports or data, unless the damage or loss is due to gross negligence, Gross negligence and/or intent of Fleetassist and in compliance with Article 13 (force majeure) of these conditions. For the retrieval of this information during the 14-day period following the termination of the agreement (see art. 3.12 of these Terms and conditions) after the subscription period, Fleetassist will charge a fee. After This period, Fleetassist is entitled to delete all data. Fleetassist applies the statutory retention periods for the preservation of the data in its systems. The client is obliged to take care of the applicable retention periods of the own administration (s) and associated data.
9.6 The client remains the owner of his or her data during the term of the agreement, provided that the client has complied with all obligations arising out of the agreement.
9.7 Fleetassist expressly refers to the content of the privacy statement on its website and considers its contents to be repeated and included here.
Article. 10: Obligations Fleetassist
10.1 Fleetassist strives for optimal data availability and access to the Web application.
10.2 Fleetassist is responsible for regularly backing up the data within the Web application in compliance with the current privacy laws. See also the privacy Statement of Fleetassist on its website. This backup is made only from internal security considerations at Fleetassist. For Example in case of calamities, such as a major power outage or fire. This Backup is not provided to The client. The client is obliged to back up regularly.
10.3 Fleetassist allows the data within the Web application to be protected as well as reasonably possible against loss, theft, unauthorized access.
10.4 Fleetassist refrains from seeing the data of the client and makes no information available to third parties, unless Fleetassist is obliged to do so under the law or a court ruling. After Obtaining the consent of the client, Fleetassist can view the data.
Article. 11: Client Obligations
11.1 Upon Conclusion of the agreement, the client shall be obliged to provide the timely provision of all necessary, relevant and/or useful information to Fleetassist, pursuant to the performance of this agreement.
11.2 Client shall comply with reasonable instructions, guidelines and instructions from Fleetassist relating to the use of Fleetassist's products and/or services.
11.3 Client shall ensure the functioning of its hardware and software, configuration, peripherals and Internet connection required for the use of the products and/or services of Fleetassist.
11.4 The client is responsible for the correct use and the correct application of the products and/or services supplied, as well as for the adequate securing thereof.
11.5 The client guarantees that all users of his or her name will handle the access to the Web application and the information obtained therefrom in a responsible manner, while the client shall also unconditionally assume the responsibility Likes and/or accepts for any information that these users add to the Web application.
11.6 The client will not in any way cause any nuisance or damage to (customers of) Fleetassist when using the products and/or services of Fleetassist, in the opinion of Fleetassist. The client is not allowed to perform any acts that may be presumed to cause damage to the systems of (customers of) Fleetassist.
11.7 The client is not permitted to use the products and/or services of Fleetassist in violation of legal provisions or present conditions or legal rulings.
11.8 Client is responsible for the content and accuracy of the data within the Web application. Fleetassist is never liable for the data that has been produced or created by using any products and/or services of Fleetassist whatsoever. The client is always responsible for (the correctness of) his or her administration (s). In Case of any (alleged) inaccuracies or discrepancies, the client is obliged to report this in good time to Fleetassist.
11.9 Client should back up all data by means of the PDF or Excel export capabilities on a regular basis via the Web application. Fleetassist is under no circumstances liable for costs of reproduction of mutilated or lost data, nor for (consequential) damage or loss of profits of the client.
11.10 If The client fails to fulfil his obligations under these conditions, Fleetassist is entitled to restrict or suspend the use of the Web application by the client without prior notice.
11.11 In the Case of vehicles with relatively little driving (less than 150 kilometers per week) and/or a lot of stops (longer than 4 days), the fact that the hardware of Fleetassist can provide a faster discharge of the battery on which the Hardware is connected. In these cases, the client is responsible for the (timely) recharging of these batteries. Fleetassist is in no way liable for any damage resulting therefrom.
Article. 12: Liability
12.1 Fleetassist will only be liable for any actual damage caused by the client, which is due to a demonstrable attributable failure of the obligations by Fleetassist. In accordance with the provisions of the law and in relation to what is stipulated in these general terms and conditions.
12.2 The client is himself, and therefore never Fleetassist, responsible for the choice of certain hardware, of a particular system and/or subscription.
12.3 The client must inform the dealer and/or the repairer of the car himself that Fleetassist so-called extras are built in. Fleetassist is in any event never liable, if the dealer and/or repairman during maintenance or repair of the car the goods delivered by Fleetassist and thereby the car itself damaged. If the dealer and/or repairer considers that a problem is caused to the vehicle by Fleetassist built-in equipment, the client must notify Fleetassist and Fleetassist the opportunity to issue the problem. The dealer and/or repairer will carry out repair work.
12.4 in the Event that the contract is in whole or in part a delivery of the goods, the following shall be delivered to the client: If damage is detected, the client must sign it on the receipt. In Addition, the client must report to Fleetassist as soon as possible after delivery, failing which the client, subject to the provisions of the law, is deemed to accept the goods. If, on episodes, there is no occasion to control the delivered goods, this must also be registered by the client to Fleetassist on the receipt.
12.5 The client shall have the obligation to take all such measures, within reasonable limits, which could prevent or limit the damage.
12.6 If Fleetassist, subject to the provisions of this article, may be held liable for damages arising from/upon execution of the Agreement, its liability shall at all times be limited to an amount of 50% of all 6 months prior to its absence to the client invoiced amounts, minus credits by Fleetassist to the client during that period, or the damage is limited to the amount that the liability insurer of Fleetassist is willing to turn out.
12.7 The Client shall indemnify Fleetassist against claims of third parties against Fleetassist, if Fleetassist damage caused by the originator or third parties who have designated the principal to do so have insufficient or incomplete information Which, if this information had been known to Fleetassist, could have led to the prevention or limitation of the damage.
12.8 Fleetassist is not liable if the damage is due to intentional/guilty/culpable action, or improper or improper use of or on behalf of the principal.
12.9 The client is against Fleetassist liable for damages caused by a shortcoming attributable to him.
12.10 In the Light of the nature of the technical and electronic service and the attendant uncertainties and possible discrepancies, Fleetassist shall never be liable for it;
– Indirect damage, lost profits, lost savings, decreased goodwill, damage from business stagnation, damage resulting from penalties imposed by third parties, damage resulting from claims by the client, mutilation or loss of data, damage Related to the use of or by the client to Fleetassist prescribed goods, materials or software of third parties, damages related to the Fleetassist prescribed by the client to Fleetassist, for Consequential damages, irrespective of the nature of the act (breach of contract, tort or otherwise), even if Fleetassist has been informed of the probability of the occurrence of such damage.
– Any damage of any kind suffered by the client relating to the temporary failure, temporarily incorrect or temporarily unavailable from the Web application. The client will never be able to hold Fleetassist liable for this.
– Any damage of any kind suffered by the client relating to the (non) functioning of the software of the client or of third parties, of the Equipment of the client, Fleetassist or third parties, or of Internet connections of the client , Fleetassist or third parties.
– Any damage of any kind suffered by the client relating to incorrect administrations which have been disapproved by the Tax authorities, or for any reason) and therefore are not accepted by the Tax authorities. At all times, the Client bears the responsibility for the approval (in advance and afterwards) of the Tax authorities.
– Any damages of any kind suffered by the client relating to incorrect administrations which have been disapproved or are not accepted by any authority whatsoever.
– Fleetassist accepts no liability for not being correct, incomplete or timely sending or receiving data that is placed at Fleetassist via the Web application.
12.11 Any claim for damages against Fleetassist is void by the mere expiration of 24 months after the occurrence of the claim.
12.12 The client shall not be liable for any damages and/or costs whatsoever, irrespective of any board position of this company (s), possibly to Fleetassist affiliated company or companies.
12.13 The client shall safeguard Fleetassist for claims of third parties arising out of or in connection with the agreement and/or the conditions set out above, unless the client claims against Fleetassist in accordance with the provisions of this Article may make certain that the client has suffered the damage itself.
12.14 The Liability of Fleetassist because of attributable shortcoming in the performance of an agreement with the client arises in all cases only if the client fails to Fleetassist promptly and properly in writing, Where a reasonable period is set for the purification of the shortcoming, and Fleetassist after that period continues to fail attributable to the fulfilment of its obligations. The Notice of default must contain as full and detailed a description of the shortcoming as possible, so that Fleetassist is able to respond adequately.
12.15 Any Right to compensation shall be void in any event if the client has failed to take any measures to (I) limit the damage immediately after it has occurred; (II) Prevent (other or additional) damage arising; or (III) if the client undertakes to inform Fleetassist as soon as reasonably possible of the damage and to provide him with all relevant information.
Article. 13: Force Majeure
13.1 In the Event that the fulfilment of what Fleetassist has committed under the agreement concluded with the client is not possible and is attributable to non-attributable breaches on the part of Fleetassist and/or on the side of the For the execution of the contract, third parties or subcontractors, or in the event of another (weighty) reason arising on the side of Fleetassist, Fleetassist is entitled to dissolve the agreement concluded between the parties, or Suspend the fulfilment of his obligations towards the client during a reasonable period to be determined by him, without being held liable for any compensation. If The above situation occurs if the agreement has been partially implemented, the counterparty is obliged to comply with its obligations towards Fleetassist until that moment.
13.2 As circumstances in which there will be non-attributable non-compliance will be understood, inter alia: War, riot, mobilization, domestic and foreign disturbances, government measures, strike and exclusion by or Incapacity of workers or threat of such circumstances; Disruption of the currency ratios existing at the time of entering into the agreement; Business disturbances due to fire, accident or other occurrences, and natural phenomena, indifferent or non-timely fulfilment takes place at Fleetassist, its suppliers or third parties who, by him for the execution of the commitment are enabled.
13.3 If, in the event of force majeure, Fleetassist has already partially fulfilled its obligations, or as a result of the force majeure can only partially fulfil its obligations, it shall be entitled to the performance already provided or the Available part of the performance separately and the other party or the client is obliged to pay this invoice if it concerned a separate agreement.
Article. 14: Intellectual property Rights and retention of title, secrecy
14.1 ALL Copyrights, patent rights, trade name rights, trademark rights, other intellectual and industrial property rights, as well as all similar rights to protect information relating to the Web application, the products, Services and any other documentation, are the exclusive property of Fleetassist and/or its licensor (s).
14.2 Fleetassist reserves the ownership of all delivered and deliverable products (equipment) until the date on which the client has fulfilled his or her related commitment.
14.3 Only After full payment of the due to a closed agreement to Fleetassist owed, comes to client a non-exclusive right of use of the Web application. The Web application and associated software objects remain The property of Fleetassist and/or its licensors (s) at all times.
14.4 The Client is not permitted to give an indication of the intellectual property rights of Fleetassist and/or its licensors (s) on or in the Web application, products, services or other documentation of Fleetassist and/or its Licensor (s) to modify, remove or make unrecognizable. The client is not permitted to use or register any brand, design or domain name of the Fleetassist and/or its licensor (s) or any corresponding name or sign in any country, anywhere in the world.
14.4 If The contract for the delivery and/or the performance of the work is not awarded to Fleetassist, the recipient of the offer shall undertake the complete documentation with advice reports, drawings, designs, (software) models etc. Return to Fleetassist within 3 working days of the date of the decision. The multiplication of the pieces as aforementioned is not allowed. If Fleetassist finds that the intellectual property rights of Fleetassist and/or its licensors (s) are unlawfully used or made (by the client or a third party), he reserves the right to give the client an immediate To impose a claimable fine of €100,000.00, without any further notice of default being required and notwithstanding the right of Fleetassist to seek full compensation in this respect.
14.5 Both Fleetassist and client shall not disclose or use any confidential information concerning the other party for any purpose other than the confidential information obtained.
14.6 Both Fleetassist and client take all reasonable precautions to comply with his or her confidentiality obligations. None of the provisions contained in this article shall impose any restriction on the receiving party with regard to information or data – whether or not similar or similar to the information or data contained in the Confidential Information – if that information or Data: (I) had already been lawfully held by the receiving party before being obtained from the Party concerned; (II) have been independently developed by the receiving party without the use of information or data from the party concerned; (III) are generally known or become publicly accessible, unlike by an act or omission of the receiving party; or (IV) be disclosed by a third party to the recipient, without any obligation of confidentiality to the Party concerned to be infringed.
14.7 The confidentiality obligations under this article shall not apply insofar as confidential information from the other party is to be made public under the law, a regulation or a court order or by decision of a Public authority, provided that the receiving Party makes every effort to limit the extent of such disclosure and to notify the Party concerned in advance of such disclosure.
14.8 Both Fleetassist and the customer guarantee that their employees and any third parties involved meet the confidentiality obligations described in this article. If Fleetassist finds that the confidentiality obligation in this Article 17 is violated or unlawful use is made (by the customer or a third party), he reserves the right to the customer an immediately payable penalty of € 100,000.00 (without further notice is required and without prejudice to the right of Fleetassist in respect of full compensation to claim.
Article. 15: Miscellaneous
15.1 The client is obliged to make any deviations in the administration (s) (e.g. a deviation between mileage in the car and electronic registration via Fleetassist), when not detected by Fleetassist, as soon as possible Report to Fleetassist.
15.2 The applicability of a whole or part of any purchase or other general terms and conditions of the client is hereby expressly rejected, unless this has been expressly accepted by Fleetassist explicitly and in written form.
15.3 Fleetassist is entitled to transfer the rights or obligations under these conditions to a legal person or subsidiary established by it or to another third party to that effect. In All these cases, these conditions also apply to the client.
15.4 Fleetassist again expressly refers to the content of the privacy statement on its website and considers its contents to be repeated and included here.
15.5 without prejudice to the provisions of the other articles of these terms, the agreement concluded between Fleetassist and the client shall be dissolved with no judicial intervention and without any notice of default being required, on the Time when the client is declared bankrupt, (provisional) Moratorium of payment, is made by enforceable seizure, is placed under guardianship or under rule or otherwise the Disposition or capacity to act in respect of its assets or parts thereof, unless the liquidator or the Administrator recognizes the obligations arising from the contract as estate debt
15.6 the conditions and other agreements between Fleetassist and the client are governed exclusively by Dutch law. The disputes arising from the agreement will also be settled under Dutch law.
15.7 All disputes, disagreements or claims arising out of or in connection with these Fleetassist conditions or the Fleetassist Agreement, or the non-performance, termination or invalidity thereof, shall be submitted to the competent court of the court East Brabant.
PROCESSING AGREEMENT FLEETASSIST B.V.
By ticking off this processor agreement for approval on the website www.fleetassist.nl of the private company with limited liability FLEETASSIST B.V., established in Nuenen and having its registered office at Spegelt 29A, 5674 Nuenen, registered in the Trade Register of the Chamber of Commerce under number 71635548, hereinafter referred to as "Processor", the latter party, hereinafter referred to as "Responsible Party", expressly declares to have read, understood and agreed to the following text:
The following is important in this context:
- The Responsible Party and the Processor have entered into an agreement regarding, in short, the performance by the Processor of the following activities: developing, setting up and maintaining and managing vehicle tracking systems and the data they collect, which results in the Processor processing Personal Data on behalf of the Responsible Party;
- Responsible Party and Processor wish to treat with care and in accordance with the applicable laws and regulations regarding the Processing of Personal Data with respect to the Personal Data that will be processed in execution of the Underlying Agreement;
- In this agreement (hereinafter: "the Processors' Agreement"), the Responsible Party and Processor wish to lay down the mutual rights and obligations for the Processing of Personal Data by the Processor in accordance with the Personal Data Protection Act ("Wbp"), the General Data Protection Ordinance ("AVG"), and, if applicable, the General Data Protection Ordinance Implementation Act (hereinafter: "UAVG"), at least in accordance with the applicable Privacy legislation.
and declare to have agreed as follows:
Article 1 Definitions
- The terms written with a capital letter in the Processing Contract
have the following meaning:
- AVG: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation);
- Person(s) concerned: the natural person(s) to whom a Personal Data relates;
- Appendix: an appendix to this Processing Agreement, which forms an integral part of this Processing Agreement;
- Special Categories of Personal Data: Personal data as referred to in Article 9(1) of the AVG;
- Underlying Agreement: the collection of partial assignments that have been and will be concluded between Responsible Party and Processor, in the performance of which agreement Processor performs or at least performs Processing for Responsible Party Processing;
- Parties: Responsible and Processor together;
- Personal Data: any information relating to an identified or identifiable individual that Processor is processing or is required to process under the Underlying Agreement, the type of personal data and categories of Data Subjects of which are further specified in Attachment A;
- UAVG: the Implementing Act for the General Data Protection Ordinance;
- Privacy Law: All applicable laws and regulations relating to the Processing and Protection of Personal Data, including but not limited to the WbP, AVG and UAVG;
- Processing/processing(s): any operation or series of operations performed on Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, updating, adaptation or modification, retrieval, consultation, use, disclosure by transfer, dissemination or otherwise making available, matching or combining, blocking, blocking, blocking, erasing or destroying Personal Data;
- Processing agreement: this agreement and its annexes
Article 2 Subject-matter of the Processors' Agreement
- Unless the Parties have agreed otherwise in writing, the provisions of the Processing Agreement apply to all Processing by Processor in the performance of the Underlying Agreement. The Processors' Agreement replaces any previous agreements between the Parties regarding the Processing of Personal Data.
- In the event of any conflict between the provisions of the Underlying Agreement and the Processors' Agreement, the provisions of the Processors' Agreement shall prevail.
- The preamble, as included above under a. up to and including c., is part of the Processors' Agreement.
Article 3 Processing by Processor
3.1. The parties agree that the Processor will process the personal data listed in Appendix A on the instructions of the Responsible Party.
3.3. Processor processes the Personal Data exclusively by order of Responsible Party, unless otherwise required by law.
3.3. Processor processes Personal Data on behalf of Responsible Party, in accordance with its written instructions and under its responsibility, and in the manner laid down in the Processor Agreement and the Underlying Agreement. Processor Processes the Personal Data only to the extent that the Processing is necessary for the performance of the Underlying Agreement and never for any other purpose, including in any event advertising purposes, all this subject to deviating mandatory statutory obligations.
3.4. Processor is not permitted to Process Special Categories of Personal Data of data subjects on behalf of Processor.
3.5. Processor guarantees that it has taken appropriate technical and organisational security measures to ensure that the Processing complies with the requirements of the Wbp, the AVG and, if applicable, the UAVG, and thus that the rights of the Complainant under the Wbp, the AVG and, if applicable, the UAVG are guaranteed.
3.6. Processor has no control over the purpose and means for the Processing of Personal Data and makes no decisions about the use of the Personal Data, the provision to third parties and the duration of the storage of Personal Data.
3.7. Processor must ensure compliance with the terms and conditions of the Processing of Personal Data set out in the applicable Privacy Legislation. Processor shall promptly notify Responsible Party in writing if, in Processor's reasonable opinion, any instruction violates applicable Privacy laws.
3.8. Processor only provides access to the Personal Data to its employees or persons working for it to the extent that this is necessary for the performance of the services on the basis of the Underlying Agreement. The Processor and the persons working for it shall observe strict confidentiality with regard to the Personal Data processed under the Processors' Agreement.
3.9. Processor may only process the Personal Data outside the Netherlands with the prior written consent of Responsible Party.
3.10. Processor shall not provide or make available any Personal Data to a third party unless expressly instructed in writing by Responsible Party or by order of a judicial or administrative authority, provided that Processor in that case notifies Responsible Party thereof within 24 hours of receipt of such an order in order to enable Responsible Party to lodge a legal remedy against it.
3.11. If the Processor is of the opinion that, on the basis of a legal obligation, it must make Personal Data available to a competent authority, it will not do so until after consultation with and, as far as legally possible, only after approval by the Responsible Party. It shall inform Responsible Party as soon as possible in writing of the legal obligation and shall also provide all relevant information that Responsible Party reasonably needs in order to take the necessary measures to determine whether provision can be made and, if so, under what conditions.
3.12. Processor must notify Responsible Party of all requests received directly from a Data Subject regarding a Data Subject's rights under Privacy Law, including but not limited to accessing, rectifying, deleting, restricting the processing or transfer of personal data,. The Processor shall only comply with such a request by a party concerned if the Responsible Processor has given instructions to do so in writing.
3.13. Processor shall deal promptly and properly with all requests for information from Responsible Party regarding the processing of Personal Data.
3.14. Processors may engage a third party in the performance of this Processing Agreement only with the prior written consent of Responsible Party, subject to the terms and conditions set by Responsible Party.
3.15. Processor shall not process the Personal Data for longer than the period of cooperation, unless Responsible Party has explicitly instructed this in writing.
3.16 The Processor shall cooperate with the Responsible Party in ensuring that the obligation to do so is fulfilled: (i) respond to requests from Data Subjects regarding the exercise of Data Subjects' rights under Privacy Law; (ii) take appropriate technical and organisational measures to ensure a level of security appropriate to the risk; (iii) report data breaches to the supervisor and the Data Subjects; (iv) carry out a data protection impact assessment; (v) consult the supervisor prior to a high-risk processing operation.
Article 4 Infringement relating to personal data
4.1. Processor shall inform Responsible Party without unreasonable delay and at the latest within 24 hours of knowledge by Processor of any breach of security (of any nature whatsoever) that relates or may relate (in part) to the Processing of Personal Data.
4.2. Processor has set up adequate policies and procedures to detect Personal Data Infringements at the earliest possible stage, to inform Responsible Person within 24 hours at the latest, to respond adequately and immediately to this, to prevent or limit (further) unauthorised access, modification, and disclosure or otherwise unlawful Processing and to prevent their recurrence. At the request of the Responsible Party, the Processor shall provide information about and inspection of this policy set up by the Processor and these procedures set up by the Processor.
4.3. In a case as referred to in Article 4.1, the Processor shall in any case provide the following information to the Responsible Party within the meaning of Article 4.1. (ii) the Personal Data (possibly) affected; (iii) the determined and expected consequences of the Infringement for the Processing of Personal Data and the persons involved in the Processing of Personal Data; and (iv) the measures that the Processor has taken and/or will take to address the infringement, including, where applicable, the measures to limit any negative consequences of the infringement. Processor acknowledges that, under certain circumstances, Responsible Party is legally obliged to report a breach of security (of whatever nature) that relates or may relate (in part) to the Personal Data Processed by Processor, to Data Subjects and/or authorities. A legally required report by Responsible Party shall never be considered a breach of the Processing Agreement or Underlying Agreement or otherwise as an unlawful act. Processor will take all necessary measures to limit the (potential) damage and support Responsible Party in reporting to the Involved Parties and/or authorities.
4.4. Processor shall keep a written record of all infringements as referred to in Article 4.1 of this Processor's Agreement, including the facts regarding the infringement, the consequences thereof and the corrective measures taken. At the request of the Responsible Party, the Processor shall provide the Responsible Party with a copy of this register.
Article 5 Security measures and inspection
5.1. The processor shall take appropriate technical and organisational measures to ensure a level of security appropriate to the risk, so that the Processing complies with the Privacy legislation and the protection of the rights of the Data Subjects is guaranteed. These measures shall ensure a level of security appropriate to the state of the art, the cost of implementation, as well as to the nature, extent, context and processing purposes, and the risks to the rights and freedoms of data subjects that are different in terms of the likelihood and severity of the Processing of Personal Data Processing Activities. To this end, the processor shall take at least the technical and organisational measures set out in Appendix B.
5.2 The processor must inform the responsible party if one of the security measures changes.
5.3. Processor authorizes Responsible Party to inspect Processor's compliance with the security measures or, at the request of Responsible Party, to inspect Processor's data processing facilities by an investigative body to be designated by Responsible Party in connection with the processing activities covered by this Processor Agreement ("(the) Inspection"). The Inspectorate is carried out by an investigative body which, in the reasonable opinion of the Responsible Party, is neutral and expert. The responsible party shall ensure that the investigative body is obliged to maintain the confidentiality of its findings vis-à-vis third parties.
5.4. Responsible Party shall pay all costs, fees and expenses related to the Inspection, including reasonable internal costs incurred by Processor.
5.5. Responsible party will provide Processor with a copy of the Inspection's report.
Article 6 Access to personal data
6.1. Processor limits the access to Personal Data for its employees, sub-processors, third parties and other recipients of Personal Data to a necessary minimum.
6.2. Processor provides access only to persons working for it for whom such access to Personal Data is necessary for the implementation of the Processors Agreement.
6.3. Processor shall not provide sub-processors with access to Personal Data without prior specific written consent from Responsible Party.
6.4. At the first request of the Responsible Party, the Processor shall provide the Responsible Party with an overview of the sub-processors engaged by the Processor.
6.5. The Processor imposes at least the obligations contained in the Processors' Agreement on the (legal) persons engaged by the Processor, including but not limited to persons and/or sub-processors employed by it. The Processor shall ensure that the (legal) persons engaged by the Processor, including but not limited to persons and/or sub-processors working for it, comply with the obligations contained in the Processors' Agreement by means of a written agreement.
6.6. The Processor will immediately notify the Responsible Party if the Processor and/or (legal) persons engaged by the Processor, including but not limited to persons and/or sub-processors employed by it, act contrary to the Processor's agreement and/or the written agreement concluded with the Processor as referred to in Article 6.5.
6.7. At the request of the Responsible Party, the Processor shall provide a copy of the written agreement between the Processor and the (legal) persons engaged by the Processor, including but not limited to persons and/or sub-processors employed by it.
6.8. The Processor remains fully responsible and fully liable to the Responsible Party for the fulfilment of the obligations by the (legal) persons engaged by the Processor pursuant to the Wbp and the AVG and/or other applicable laws and regulations concerning the Processing of Personal Data and the obligations arising from the Underlying Agreement and the Processors' Agreement.
Article 7 Audit
7.1. Processor is required to make available to Responsible Party all information necessary to enable and contribute to audits, including Inspections, by the Responsible Party or an auditor authorised by the Responsible Party.
7.2. Responsible Party shall have the right, at its request, to have an audit carried out by an auditor authorised by Responsible Party on Processor's organisation in order to demonstrate that Processor complies with the provisions of the Underlying Agreement, the Processor Agreement, the GPA and other applicable laws and regulations concerning the Processing of Personal Data.
7.3. The costs of the audit referred to in Article 7.2. at the request of the Responsible Party shall be borne by the Responsible Party, unless the audit findings show that the Processor has failed to comply with the provisions of the Underlying Agreement and/or the Processing Agreements and/or the GC and/or other applicable laws and regulations concerning the Processing of Personal Data. This provision is without prejudice to the other rights of the Responsible Party, including the right to damages.
7.4. If during an audit it is established that Processor does not comply with the provisions of the Underlying Agreement and/or the Processors' Agreement and/or the GC and/or other applicable laws and regulations concerning the Processing of Personal Data, Processor shall immediately take all reasonably necessary measures to ensure that Processor still complies with them. The associated costs are for the account of Processor.
Article 8 Responsibility, Liability and Indemnity
8.1. With regard to the Processing of Personal Data under this Processors' Agreement, the Responsible Party is the 'Processing Responsible Party' as described in Article 4, subsection 7, of the AVG. Responsible Party agrees and warrants that the Processing of Personal Data in accordance with this Processing Agreement is in accordance with the Privacy Law.
8.2 Processor is liable for all damages resulting from or related to non-compliance with this Processor Agreement or acting in violation of the Privacy Law.
8.3. The Processor indemnifies the Responsible Party against all claims, fines and/or measures of third parties, including Data Subjects and the supervisory authority(ies), that are instituted or imposed on the Responsible Party for a violation of the Processor's Agreement and/or the GC and/or other applicable laws and regulations concerning the Processing of Personal Data by the Processor and/or (legal) persons engaged by the Processor, including, but not limited to, persons employed by the Processor and/or sub-processors.
8.4. Processor shall ensure adequate coverage of the liability by means of a liability insurance. At the request of the Responsible Party, the Processor shall give the Responsible Party access to (the policy of) this liability insurance of the Processor.
Article 9 Duration and termination
9.1. The duration of the Processors' Agreement is equal to the duration of the Underlying Agreement. The Processors' Agreement cannot be terminated separately from the Underlying Agreement. Upon termination of the Underlying Agreement, the Processors' Agreement ends by operation of law.
9.2. Without prejudice to the Responsible Party's written instructions to the contrary, in the event of termination of the Processing Agreement, the Processor shall immediately return all Personal Data made available to it to the Responsible Party and destroy all digital copies of Personal Data and declare to the Responsible Party that it has carried this out. If, in the reasonable opinion of Processor, an independent legal obligation on the part of Processor prohibits or restricts the return or destruction of all or part of the Personal Data by Processor, it shall notify Responsible Party as soon as possible in writing of the legal obligation and shall provide all relevant information that Responsible Party reasonably needs in order to determine whether destruction can take place and, if so, under what conditions. If, in the reasonable opinion of the Responsible Party, the legal obligation of (partial) destruction of the Personal Data by the Processor permits, the Processor will immediately do so at the request of the Responsible Party. If the Responsible Party is of the opinion that destruction should not take place, it will inform the Processor of this in writing. In that case, the Processor guarantees the confidentiality of the Personal Data towards the Responsible Party and shall not Process the Personal Data except in order to comply with the aforementioned legal obligation or following written instructions from the Responsible Party.
Article 10 Divisibility
If one or more provisions of this Processing Agent Agreement should prove to be invalid, the Processing Agent Agreement shall otherwise remain in force. The parties will consult on the provisions that are not legally valid, in order to reach a substitute arrangement that is legally valid and is as close as possible to the purport of the arrangement that is to be replaced.
Article 11 Applicable law and disputes
11.1. Dutch law is applicable to the Processors' Agreement.
11.2. All disputes arising from or in connection with the Processors' Agreement shall be submitted exclusively to the competent court in the District Court of Limburg, Maastricht, the Netherlands.
Thus drawn up and ticked by Responsible for approval on the website of Fleetassist www.fleetassist.nl
Fleetassist B.V. ("supplier")
on behalf of this; Mr. Pike
Fleet Group B.V.
Annex A Specification of Processing of Personal Data
Annex B Security measures
Annex A Specification of Processing of Personal Data
Description of the processing
|Fleetassist may collect and process the following personal data:
Telephone number (landline and/or GSM)
Number Of Vehicles
Date of birth
Year of Birth
Social media data
Geographic location data
Driver Card with personal Ids
Tachograph data (.ddd)
All personal data contained in the free field of the contact form
All other personal data voluntarily transferred to Fleetassist (e.g. during correspondence)
Fleetassist also automatically collects anonymous information about the use you make of the Website. For example, Fleetassist will automatically log what parts you visit from the Website, which Web browser you use, which website you visited when you accessed the Website. We cannot identify you on the basis of this data, but it allows Fleetassist to make statistics on the use of the Website
Nature and Processing
|Fleetassist offers subscriptions and individual products in the field of trip registration, fleet management, greendriving, live tracking, time and kilometre registration, TAPA vehicle tracking system, remote tachograph reading, private blockage vehicle tracking system, as well as the corresponding software and hardware. The personal data to be processed in this context are covered by this agreement.
Security measures taken by the Processor at least
|- all responsibilities are laid down
- Employees are trained in information security and they have a confidentiality clause in the employment contract.
- User devices (laptops, desktop computers, smartphones) are personalized.
- Records of equipment and users are kept up to date.
- access to confidential information is restricted on a need-to-know basis
- measures taken for access to physical data, such as camera surveillance
- there is a password policy
- All devices that contain storage media, such as laptops or smartphones, will be stripped of any remaining personal data before they are removed or reused.
- IT facilities and equipment shall be physically protected against unauthorised access and against damage and failure.
- Software, such as browsers, virus scanners and operating systems, is kept up to date so that the latest version with the highest security is used.
- In continuity management there are backups as well as the duplication of systems in order to limit the risk of failure.
- Direct data access to backend systems is prohibited unless no other options are available.
- Security incidents and/or data breaches, of whatever nature, form and/or size, must be reported immediately and at the latest within 24 hours after they have been detected, in accordance with the process 'Handling of data breaches and/or security incidents', alteration or release thereof without the intention, for example - but not exclusively - hacking of systems, unauthorised access to files/systems, loss or theft of documents/usb-sticks/laptop/telephone and/or misaddressing of correspondence.
Last modified; 26-07-2019