General Terms and Conditions

In these terms, the following capitalised terms have the meanings set out below:

• Availability Rate: the time during which the Software is available to Customer within a Measurement Period, expressed as a percentage.
• Services: all work and services performed by Supplier for the performance of the Agreement, including making the Software available remotely.
• Defect: an error in the Software causing it not to function in accordance with the Specifications.
• User: a natural person who has access to the Software by or on behalf of Customer.
• Incident: an event causing the Software not to function in accordance with the Specifications or to be unavailable.
• Office Hours: Monday to Friday from 09:00 to 17:00 (Dutch time), excluding public holidays recognised in the Netherlands.
• Measurement Period: a calendar month.
• New Version: a subsequent version of the Software with predominantly new or changed functionality.
• Customer: the legal entity or natural person acting in the course of a profession or business that enters into an Agreement with Supplier.
• Agreement: any agreement between Supplier and Customer, including an account created online, an accepted quotation or a signed order form, including these terms.
• Software: the Transportial platform, including the web application, desktop application, driver app, APIs and integrations, as made available remotely by Supplier.
• In Writing: includes by e-mail or any other electronic medium, including a notification in the Software.
• Specifications: the description of the functionality and operation of the Software as published by Supplier or included in the Agreement.
• Update: a new release of the Software in which Defects have been fixed and/or existing functionality has been improved or extended.

These terms apply to all offers, quotations and Agreements of Supplier. The Services are intended exclusively for Customers acting in the course of a profession or business.

The applicability of Customer's purchasing or other general terms and conditions is expressly rejected.

Deviations from these terms apply only if agreed In Writing, for example in a quotation or order form. In case of conflict, the quotation or order form prevails over these terms.

From the agreed start date, Supplier makes the Software available to Customer via the internet and keeps it available for the term of the Agreement.

For the term of the Agreement, Supplier grants Customer a non-exclusive, non-transferable and non-sublicensable right to use the Software for its own business operations.

Supplier provides support in the use of the Software through its helpdesk (in the Software, by e-mail and by phone) during Office Hours, unless a different support level has been agreed In Writing.

If agreed, Supplier adapts integrations or the configuration of the Software for Customer. Work outside the agreed Services is performed at Supplier's then-current rates.

Supplier installs Updates on its own infrastructure and makes them available to Customer through the Software.

Supplier uses reasonable efforts to keep the Software available with as little interruption as possible. A minimum Availability Rate applies only if agreed In Writing.

Supplier performs planned maintenance during which the Software is unavailable outside Office Hours where possible, and announces it as early as possible and in principle at least 48 hours in advance.

Supplier may (temporarily) take the Software out of service without prior notice where necessary to remedy a security risk or serious malfunction.

In the event of a dispute between the parties, performance of the Agreement will not be suspended, unless this cannot reasonably be required of a party.

Customer reports Incidents as soon as possible through Supplier's helpdesk, with a description that is as accurate as possible.

Supplier starts resolving reported Incidents as soon as possible and keeps Customer informed of progress.

If an Incident is caused by a Defect, Supplier repairs the Defect free of charge. Supplier may offer temporary solutions or workarounds pending a structural solution.

Supplier is not obliged to resolve free of charge Incidents caused by incorrect use by Customer or Users, by data supplied by Customer, or by third-party systems and services, including on-board computers, fleet management systems and other external integrations.

Customer provides the cooperation reasonably required to investigate and resolve Incidents and Defects.

Supplier periodically backs up the data processed with the Software and stores the backups at a physically separate location.

If data is lost or becomes unusable due to a cause attributable to Supplier, Supplier will use its best efforts to restore the data as soon as possible from the most recent backup.

Customer remains responsible for complying with any statutory retention obligations that apply to it. The Software allows Customer to export its data.

Supplier releases Updates from time to time to maintain, secure and improve the Software. Customer's consent is not required for this.

If an Update results in the material removal of functionality that Customer demonstrably uses, Supplier informs Customer of this a reasonable time in advance.

Supplier may offer New Versions or additional modules, whether or not for an additional fee. If Customer accepts such an offer, the Agreement also applies to it.

Customer provides Supplier in good time with all information and cooperation reasonably required for the performance of the Agreement and warrants that such information is correct.

Customer maintains adequate procedures and controls to prevent or limit damage resulting from irregularities in the Services, and adequately instructs Users on the operation of the Software.

Customer is responsible for the use of the Software by its Users and for keeping login credentials confidential. Customer notifies Supplier without delay of any suspected misuse of accounts.

Customer shall not:

• use the Software in breach of laws, regulations or third-party rights;
• decompile, reverse-engineer or otherwise attempt to derive the source code of the Software, except to the extent mandatory law permits;
• use the Software in a way that impairs its operation or availability for other users;
• circumvent the Software's security measures;
• make the Software available to third parties, other than its own Users and the customers, subcontractors and drivers invited by Customer.

Customer provides adequate information to, and makes appropriate arrangements with, external users such as customers and subcontractors who perform actions through the Software.

In the event of a breach of this article, Supplier may (temporarily) suspend access to the Software, after informing Customer in advance where possible.

All intellectual property rights in the Software, Updates, New Versions, documentation and other materials provided by Supplier are vested exclusively in Supplier or its licensors.

Data entered into or processed through the Software by Customer remains the property of Customer. Supplier may use anonymised and aggregated data, which cannot be traced back to Customer or to natural persons, to improve the Services.

Customer warrants that providing data and granting access to its own systems does not infringe any third-party rights.

Supplier warrants that use of the Software in accordance with the Agreement does not infringe any third-party intellectual property rights.

To the extent that Supplier processes personal data on behalf of Customer in the performance of the Agreement, Customer is the controller and Supplier the processor within the meaning of the General Data Protection Regulation (GDPR). This article constitutes a data processing agreement as referred to in Article 28 GDPR. If the parties enter into a separate data processing agreement, that agreement prevails over this article.

Supplier processes the personal data solely for the performance of the Agreement and in accordance with Customer's instructions, and not for its own purposes. Supplier informs Customer if, in its opinion, an instruction infringes the GDPR.

The processing concerns the personal data that Customer enters into the Software or has processed through integrations, including data of employees and drivers (such as name, contact details, driving and rest times and location data), of contact persons at customers and business relations, and of consignees. The processing lasts for the term of the Agreement.

Supplier treats the personal data confidentially and imposes a duty of confidentiality on everyone under its authority who has access to the personal data.

Supplier takes appropriate technical and organisational measures to protect the personal data against loss and unlawful processing, taking into account the state of the art and the nature of the processing.

Customer grants Supplier general authorisation to engage sub-processors, such as providers of hosting, e-mail, messaging, and mapping and routing services. Supplier imposes on sub-processors at least the same obligations as set out in this article and remains responsible for their compliance. Supplier provides an up-to-date list of sub-processors on request and informs Customer in advance of any intended addition or replacement, to which Customer may object on reasonable grounds. If the parties cannot find a solution, Customer may terminate the Agreement.

Supplier processes personal data outside the European Economic Area only if appropriate safeguards as referred to in Chapter V GDPR apply, such as an adequacy decision or standard contractual clauses adopted by the European Commission.

Supplier provides Customer with reasonable assistance in handling data subject requests, data protection impact assessments and prior consultations with the supervisory authority. Supplier forwards requests it receives directly from data subjects to Customer.

Supplier informs Customer without undue delay, and in any event within 48 hours of discovery, of a personal data breach and provides all information Customer reasonably needs to meet its notification obligations. Supplier takes appropriate measures without delay to limit the consequences.

Supplier allows Customer to have compliance with this article audited at most once a year by an independent expert bound by confidentiality, after timely notice. The costs of the audit are borne by Customer, unless the audit shows that Supplier materially fails to comply with this article.

After the end of the Agreement, Supplier deletes the personal data within the period stated in article 15, unless a statutory retention obligation applies. Supplier confirms the deletion In Writing on request.

Customer warrants that it has a legal basis for the processing of the personal data and indemnifies Supplier against third-party claims arising from processing that infringes the GDPR and is attributable to Customer.

Supplier manages the access security of the Software and the underlying infrastructure. Supplier's employees only have access to Customer's data to the extent necessary for the Services.

Customer manages the authorisations of its Users within the Software and is responsible for the consequences of actions by persons to whom it grants access.

Supplier monitors for (attempted) unauthorised access, takes the necessary measures upon detection to limit damage and prevent recurrence, and informs Customer if its data has been affected.

Both parties use their best efforts to prevent the Software from being infected with viruses or other malicious code through their systems.

The parties keep confidential information they receive from each other confidential and use it solely for the performance of the Agreement. This does not apply to information that was demonstrably already public or lawfully in the receiving party's possession, or that must be disclosed by law.

Supplier may use Customer's name and logo as a reference, unless Customer objects In Writing.

Supplier ensures that the Services comply with the laws and regulations of the Netherlands and the European Union that apply to the Services themselves, and implements changes to them within a reasonable period. The costs are borne by Supplier.

Customer remains responsible for compliance with laws and regulations that specifically apply to its business, including rules on driving and rest times, transport documents, cabotage and posting of workers. Results and checks of the Software are supportive and do not relieve Customer of that responsibility.

Adaptations that Customer requires for regulations specifically applicable to it are carried out by Supplier on the basis of a quotation accepted in advance by Customer.

The fees for the Services are set out in the quotation, the order form or the subscription selected in the Software. All amounts are in euros and exclusive of VAT.

Recurring fees are charged per month or per agreed period. Usage-based fees are charged in arrears on the basis of the records in the Software.

Supplier may change its rates by announcing this In Writing at least 30 days before the effective date. If Customer does not agree with an increase, it may terminate the Agreement with effect from the effective date.

Customer pays invoices within 30 days of the invoice date, or through the automatic payment method set up in the Software.

In the event of late payment, Customer is in default by operation of law and owes the statutory commercial interest. After a written reminder, Supplier may suspend the Services until payment has been made in full.

If Customer requests changes or fails to provide the agreed cooperation in time or in full, causing Supplier to demonstrably perform additional work, Supplier may charge for that work on a time-and-materials basis.

The Agreement is entered into for the term stated in the quotation or order form. If no term has been agreed, the Agreement is for an indefinite period and may be terminated by either party with effect from the end of the current billing period.

A fixed-term Agreement is tacitly renewed for successive periods of one year, unless either party terminates it In Writing no later than one month before the end of the current term.

Either party may dissolve the Agreement In Writing with immediate effect if the other party is declared bankrupt, applies for or is granted a suspension of payments, or discontinues its business.

A party may dissolve the Agreement if the other party attributably fails to perform material obligations, after a proper and as detailed as possible written notice of default setting a reasonable period for remedy, and the failure is not remedied within that period.

Customer can export its data for up to 30 days after the end of the Agreement. Supplier may delete the data thereafter.

Provisions that by their nature are intended to survive the end of the Agreement remain in force.

Supplier supports Customer, to the extent that can reasonably be expected, in the transition to another supplier, including by providing Customer's data in a common, machine-readable format.

Support beyond making the data available, as well as continuation of the Services after the end of the Agreement for a maximum of three months, is provided at Customer's request at Supplier's then-current rates.

Supplier is not liable for damage resulting from the transition to another supplier.

The party that attributably fails to perform or acts unlawfully towards the other party is liable for the direct damage suffered as a result.

Liability per event or series of related events is limited to the amount Customer paid to Supplier in the twelve months preceding the event causing the damage (excluding VAT), and in any case to the amount paid out by the liability insurer of the party concerned in that case.

Liability for indirect and consequential damage, including loss of profit, missed savings, loss of data to the extent it cannot be restored from backups, reputational damage and damage due to business interruption, is excluded.

A right to compensation arises only if the injured party gives the other party written notice of default with a reasonable period for remedy and the failure is not remedied within that period, unless performance or remedy is permanently impossible.

The limitations in this article do not apply if the damage:

• results from intent or gross negligence of the liable party or its management;
• arises from death or personal injury.

Supplier indemnifies Customer against third-party claims for infringement of intellectual property rights relating to the Software, unless the infringement was caused by Customer, provided that Customer informs Supplier without delay and leaves the defence to Supplier.

Customer indemnifies Supplier against third-party claims relating to the data processed in the Software by or on behalf of Customer. Customer is responsible for the content of that data.

In the event of force majeure, the obligations of the affected party are suspended for as long as the force majeure continues. Force majeure includes a failure of Supplier's suppliers (including hosting and telecom providers), disruptions of internet and telecommunication connections, (D)DoS attacks, power outages and government measures.

If the force majeure lasts longer than three months, or it is certain that it will last longer than three months, either party may terminate the Agreement In Writing with immediate effect. Performance already delivered is settled proportionally; amounts prepaid for Services not delivered are refunded.

Data sent via data communication connections is sent at the risk of the party using that connection, unless the other party has demonstrably acted wrongfully.

The parties may not assign their rights and obligations under the Agreement to a third party without the prior written consent of the other party. Supplier may, however, assign the Agreement without consent to a group company or to a third party acquiring (part of) Supplier's business.

Supplier may amend these terms. The amended terms are published and communicated to Customer at least 30 days before their effective date, including through the Software.

Customer accepts the amended terms through an authorised administrator in the Software. Acceptance by an administrator binds Customer. If Customer does not agree with a material amendment, it may terminate the Agreement with effect from the effective date of the amended terms.

If any provision of these terms is void, voidable or unenforceable, the remaining provisions remain in force. The parties replace the provision concerned with a valid provision that approximates its purport as closely as possible.

Notices under the Agreement are given In Writing. Oral commitments bind the parties only after written confirmation.

Failure to exercise a right does not constitute a waiver of that right.

Supplier's records, including the registration of usage in the Software, constitute conclusive evidence, subject to proof to the contrary.

These terms are drawn up in Dutch and are available in translation. In the event of any difference in interpretation, the Dutch text prevails.

The Agreement and these terms are governed exclusively by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

Disputes relating to the Agreement are submitted exclusively to the competent court of the District Court of Gelderland (Rechtbank Gelderland), the Netherlands.