General Terms and Conditions of Supply for Consumers / B2B Tracefy B.V.
Registered at the Chamber of Commerce in The Hague under number 66322642 with VAT number NL856494045B01
Last updated: April 2026
Tracefy Terms and Conditions for Consumers
Welcome! In these terms and conditions, we set out the terms of your use of our products and services.
1. Who are we and what do we do?
We are Tracefy B.V., hereinafter referred to as: Tracefy. Tracefy is a Dutch company and provides specialised IoT solutions for electric bicycles and other vehicles which we have specified as being covered by our services. We are the supplier of the GPS system in your vehicle and the owner of the Tracefy app (the “App”). This GPS system consists of a GPS tracker with accessories and the App.
With a Tracefy subscription (the “Subscription”), you can use the GPS system and the App to track your vehicle (or have it tracked) if it is stolen. You can also see where your vehicle is in real time within the App and make use of other features, such as viewing routes travelled and distances covered. For some features, you will always need the App, such as reporting your vehicle as stolen.
2. Who are you? (Who is our retail customer?)
You are a consumer who has purchased or is using a bicycle or other vehicle fitted with the Tracefy GPS system. You have also taken out a subscription with us for the connectivity of your GPS tracker and the use of the tracking app.
Note: The Subscription is personal because, in accordance with the certification requirements, the digital authorisation for tracking is linked exclusively to your name. As a result, it is not technically or legally possible to transfer the Subscription to a new owner. The new owner will therefore need to take out their own Subscription. Please contact us regarding the cancellation of your Subscription.
3. How can you purchase a Tracefy GPS system and subscription?
You can purchase a Tracefy GPS system from a dealer (a bike shop or other business where you buy your vehicle) or, if we offer this service, directly from us. You can also have a Tracefy GPS system installed on-site by us for a fee.
Are you buying the Tracefy GPS system directly from us? In that case, we retain ownership of it until you have paid us for it and – where applicable – until you have paid us for the installation costs. You must check the products you receive from us as soon as possible to ensure that the order is correct and that nothing is damaged.
You take out the Subscription with us, and you can do so using the methods we offer at the time. For example, the dealer can register you with us and we’ll send you an email so you can create an account in the App. You’ll gain access to the App via your account.
Are you buying a vehicle fitted with a Tracefy GPS system? If so, you’ll need to take out a subscription within one month of your purchase. This is because we already incur costs to enable the GPS tracker to transmit its location. If you do not take out a subscription within one month, we reserve the right to deactivate the GPS tracker for that reason. If you would still like to take out a subscription, please contact us.
4. Fourteen-day cooling-off period
5. How much do you pay, and how do you pay?
You pay the agreed price for the Tracefy GPS system to the dealer if you buy it there, and to us if you buy it from us. You pay the subscription fee to us.
You pay the price in the agreed manner, for example via the app. If you pay by credit card or direct debit, you must ensure there are sufficient funds in your account to cover the amount. If we are unable to take the payment, we reserve the right to refer the matter to a debt collection agency. Before doing so, we will first send you a reminder in accordance with the statutory reminder period(s).
6. What are the terms and conditions governing the use of the GPS tracker?
To ensure that you can use the GPS system, the GPS tracker must be correctly installed – either by us or by a dealer we work with – and the vehicle must be located in one of the countries specified by us (not all trackers offer the same coverage), the instructions must be followed, it must not be damaged, and the battery must be working.
Furthermore, no components or other products that are not suitable for the power rating of the products may be used, and any applicable legal requirements (safety and other) must be complied with.
You’ll need to check regularly whether the battery is still working. Sometimes, your vehicle’s insurer may require you to check the app regularly (sometimes daily) to see if there’s still a connection to the GPS tracker. When your vehicle is stationary for a prolonged period, the GPS tracker will report its location at longer intervals. Please also bear in mind that the GPS battery will run out more quickly if you use it less frequently, so you should ensure that you use the vehicle regularly.
We cannot guarantee that the location of your vehicle shown in the app will always be entirely accurate. This is because it depends on the network the GPS tracker is connected to, and because not all trackers transmit their location at the same frequency.
7. What if the GPS tracker is faulty (terms and conditions of the warranty)?
If the GPS tracker is faulty or you cannot see the location via the app, you must report this to the dealer as soon as possible so that we can take action and ensure you can continue to use the GPS system. Your cooperation is required so that we can investigate the problem. This may involve taking the vehicle to the dealer, sending photos if the product is damaged, or returning the product in a timely manner. If you do not cooperate, the problem may not be resolved and we cannot be held responsible for the functioning of the Tracefy GPS system.
Has the GPS tracker broken as a result of something you did or for a reason for which you are responsible? For example, because someone has damaged it, because you had it repaired by a third party, because it was not used in accordance with the instructions, because the aforementioned conditions for using the GPS tracker were not met (if this affects the functioning of the GPS tracker), or because the statutory warranty period has expired? In that case, you will be responsible for the costs of repair or replacement, as well as any consequences resulting from the damage.
Is the GPS tracker faulty for a reason for which we are responsible? For example, because it is still within the warranty period (which is three years as standard). In that case, the costs of repair or replacement will be covered. It may be that, in a specific case, repair or replacement is not feasible. We may also decide to refund part of the (purchase) price to you. You always retain the rights you are entitled to by law.
We reserve the right to retrieve the GPS tracker if it no longer meets the requirements set by the government or the certification body. We may then choose to replace the GPS tracker or, if that is not feasible, to terminate the Subscription, in which case we will refund you the proportionate amount of the price paid.
8. What are the terms and conditions governing the use of the app?
The app can be used for vehicles located in the Netherlands, unless we agree otherwise. You can add multiple vehicles to your account. However, you pay the subscription fee per GPS tracker.
You will create or be provided with login details for your account in the app. These details are personal and must not be shared with others, unless this is specifically permitted for a particular GPS tracker. You must also ensure that your login details are kept secure. Make sure your password is sufficiently strong and do not reuse passwords from other accounts. If you become aware of, or suspect, any misuse of your login details, you must change your password immediately and inform us.
You must ensure that the device on which you are using the app is adequately secured; this also applies to the software installed on it and the connection you are using. We cannot be held liable if an unauthorised third party gains access to your account because you have failed to fulfil your responsibilities.
We cannot guarantee that the app will always work on every device. Given its heavy reliance on the operating system, third-party software, the age of the device and any security software installed on it, this is beyond our control.
If we discover, whether through our own findings or a report from a third party, that the App is being used without authorisation, we reserve the right to take action against such use. This may involve suspending, restricting and/or deleting your account or the data within it. We also have the right to report any illegal use of the App to the relevant authorities. Where required by law, we will inform you in advance of the measures to be taken.
Examples of unauthorised use include: using the App for any purpose other than in connection with the Tracefy GPS system; circumventing or removing technical security measures or usage restrictions on the App; using the App for actions that contravene the law and/or regulations, or the (privacy) rights of third parties, or for sending unsolicited messages; copying, modifying, merging, supplementing, reverse-engineering, reverse-assembling, decompiling, disassembling the App or gaining unauthorised access to it, or using it in such a way that the performance of the App and/or other systems used by us is impaired, disrupted or rendered accessible in an unauthorised manner.
We may release updates or new versions of the App from time to time. To ensure that the App continues to work properly and securely, you must install these updates or new versions on your device via the app store.
9. What conditions apply when reporting your vehicle as stolen?
Have you noticed that your vehicle has been stolen? If so, you can report it as stolen in the app. You are responsible for reporting your vehicle as stolen in good time. We will then alert the police and keep you informed of the investigation wherever possible. We will involve the police in the countries specified by us. If we observe certain characteristics regarding your vehicle’s location (for example, if it is in a high-risk area or abroad) and we therefore believe your vehicle has been stolen, we may also engage the recovery services without you having to report it.
If your vehicle is wrongly reported as stolen (on multiple occasions), we reserve the right not to carry out any tracing services.
With certain GPS trackers, the battery is completely drained in the event of theft. Following theft, a new GPS tracker must be installed in order to continue using the Tracefy GPS system. The costs involved are usually covered by the insurer.
10. What rights do you have when using the App?
Under the Subscription, you are granted the right to use the App in conjunction with your Tracefy GPS system for the duration of your Subscription. We do not grant any other rights. The rights to the App remain with us. You are therefore not permitted, amongst other things, to modify, resell, licence, copy or reverse-engineer the App. You are also not permitted to transfer the right to use the App to another person. If you give or sell the device on which you are using the App to someone else, you must remove (uninstall) the App from it.
11. Subscription period and suspension or termination
We will agree with you on the duration of your Subscription. Once that period has ended, you can take out a new Subscription if you wish. However, a higher price may then apply to the Subscription. If we agree that the Subscription will be automatically renewed after that period, you may cancel the Subscription in writing (this may also be done by email, provided there is proof of receipt) with one month’s notice.
We may suspend or terminate your Subscription if you fail to comply with the terms of the agreement or these terms and conditions, if you apply for or are granted a moratorium on payments, if a petition is filed for your bankruptcy, if you are admitted to the statutory debt restructuring scheme for private individuals, if you die, if, for other reasons, it is likely that you will be unable to meet your payment obligations, if our reputation is or may be damaged by your acts or omissions, or on the grounds of urgent cause involving circumstances of such a nature that we cannot reasonably be expected to continue the contract.
We may also terminate the Subscription if we decide to stop offering the App. In that case, we will let you know in good time and refund any prepaid Subscription fees on a pro rata basis.
If you wish to cancel your subscription because your vehicle has been stolen, is a write-off or cannot be used for any other reason, please contact us.
12. What happens when the subscription ends?
Once your Subscription has ended, the GPS system will no longer work and you will no longer be able to use the App or our other services. We then have the right to block access to (your account in) the App.
You have the right to ask us to provide you with a copy (whether or not via a download) of your data collected via the GPS system and the App, and you may also ask us to transfer that data to another party. If you wish, we will then assist you in transferring your data. You may submit these requests up to 30 days after the end of the agreement.
Is there a notice period for your Subscription? If so, we will continue to provide our services during this period and will continue to ensure the security of your data. Once your data has been transferred, or if you ask us to delete it (provided we no longer need it to meet legal obligations), our obligations will cease.
13. What if something goes wrong?
Although we do our best to provide our products and services to the highest possible standard, things can sometimes go wrong.
We cannot be held liable for consequential damages, such as compensation for the value of your vehicle if it is stolen. We cannot guarantee that the vehicle will always be recovered. We are not responsible or liable for any third-party communication infrastructure used to track the vehicle’s location or to use the app. Furthermore, our liability is, in principle, limited to the amount you have paid us at the time the damage occurs. However, if we have acted with culpable negligence, our liability is limited to three times that amount, subject to a maximum of one thousand euros.
These limitations shall not apply if we have caused damage intentionally or through gross negligence, in the event of damage resulting from death or personal injury, or where the law stipulates that we may not limit or exclude liability, such as certain liability arising from the non-conformity of the products supplied.
You must report any damage you have suffered to us as soon as possible, so that we can try to prevent any further damage. Any claim for compensation for damage that you have suffered or might have against us will lapse if the damage is reported too late.
14. Which law applies?
15. What if we have a dispute?
In the event of a dispute, we wish to bring the matter before a court in the Netherlands with jurisdiction in the place where we are established. If you do not agree with this and, under the applicable law, a different court has jurisdiction, you may, within one month of us invoking the court of our choice, state that the dispute must be brought before the court with statutory jurisdiction.
16. Can we amend these terms and conditions?
Yes, we may need to amend these terms and conditions, including for current Subscriptions. This may be necessary in the event of changes to applicable laws and regulations, changes to our services or products, or changes to our business operations, including our processes. We will inform you of any changes, for example by email or via the App. Changes that are to your disadvantage will not take effect until one month after we have notified you of them. You will then have the right to cancel your Subscription with effect from the date the change takes effect.
17. What else?
If any provision of these terms and conditions is invalid or unenforceable, this shall not affect the validity or enforceability of the other provisions of these terms and conditions or the remainder of that provision.
We are entitled to assign the contract with you to another party without your prior consent if we do so in connection with the transfer of our business, together with the rights and obligations under the contract, or on condition that we remain liable for the performance of the contract by the third party.
We would like to remind you of the legal requirement that the goods we supply must comply with the terms of the contract. The contract is concluded in the language specified on our website and will be archived online by us.
18. How can you get in touch with us?
You can get in touch with us using the contact details on our website:
Contact
Tracefy B.V. General Terms and Conditions of Supply for B2B.
Registered at the Chamber of Commerce in The Hague under number 66322642 with VAT number NL856494045B01
1. General
1.1 These General Terms and Conditions apply to Products and/or Services supplied by Tracefy B.V. (“Tracefy”) to the Customer, as well as to all offers made to the Customer and agreements entered into with the Customer.
1.2 In case of conflict between the General Conditions and Tracefy's agreement and/or order confirmation, the agreement and/or order confirmation shall prevail.
1.3 These General Terms and Conditions do not apply to Products and/or Services that do not
if the products are offered and supplied not by Tracefy but by a third party, such as a reseller, in which case the (purchase) agreement is entered into with the latter and not with Tracefy.
1.4 The applicability of any general terms and conditions of the Customer is expressly rejected.
2. Id.
Tracefy B.V.
Treubstraat 27
2288 EH Rijswijk
Chamber of Commerce number: 66322642
Btw-identificatienummer: NL856494045B01
Website: www.tracefy.com
3. Definitions
Subscription: a subscription-based Service through which location data from the GPS Tracker is made available to the Customer and/or End Users.
general terms and conditions: these general terms and conditions, including any appendices.
App: the Tracefy (mobile) application, which displays, amongst other things, information about the vehicle’s location.
Consumer: the Customer, being a natural person, not acting in the exercise of a profession or business.
Services: the connectivity and tracking services offered by Tracefy at any time via the website, the App or by other means, the App itself, the carrying out of installation work, as well as the provision of other services, including (for businesses, amongst others) the development (and provision) of a white-label App, the provision of fleet management services (via the App), Subscriptions and other services.
End user: the natural person or legal entity that uses Tracefy’s Products and/or Services.
GPS Tracker: a product with a GPS function that can be used to determine the location of vehicles.
Customer: a natural person acting in the course of a business or profession, or a legal person entering into a legal relationship with Tracefy.
Product: the physical product supplied or to be supplied by Tracefy to the Customer, including, in any event, the hardware / GPS Tracker fitted with (among other things) various (location) sensors and with or without a tracking service.
Unauthorised Use: this includes, amongst other things, the use of Products or Services in an improper or incorrect manner; the circumvention or removal of technical security measures or usage restrictions on the Products and/or Services; the use of components or other products that are not suitable for the capacity of the Products; charging (or attempting to charge) vehicles or other items that are unsuitable or defective for this purpose; the use of a Product or other item other than as specified in Tracefy’s (safety) instructions, the (safety) instructions or the applicable statutory (safety and other) regulations; as well as any act or omission on the part of the Customer or the End User that causes damage, including but not limited to copying, modifying, merging, supplementing, reverse-engineering, reverse-assembling, decompiling, dismantling the Products or Services, or gaining unauthorised access to them, or using them in such a way that the performance of the Products and/or other systems used by Tracefy is impaired, disrupted or rendered accessible in an unauthorised manner; using the App for activities that contravene the law and/or regulations, or the (privacy) rights of third parties, or for sending unsolicited messages.
Vehicle: the Customer’s or End User’s vehicle in or on which a Product is installed.
4. Applicability
4.1 These General Terms and Conditions apply to all offers, quotations, agreements, deliveries and other activities carried out by or on behalf of Tracefy.
4.2 These General Conditions also apply to all agreements for the execution of which Tracefy engages third parties.
5: Offer and acceptance
5.1 All offers by Tracefy are without obligation, and may be revoked by Tracefy at any time prior to the conclusion of the agreement.
5.2 All offers lose their validity 14 days after being announced to the Customer, unless otherwise indicated. Tracefy is only bound to an offer if its acceptance is confirmed by the Customer in writing (by letter or e-mail message) within 14 days. If the acceptance takes place after 14 days, Tracefy is entitled to adjust the execution period or amounts. The prices in the mentioned offers (and quotations) are exclusive of VAT, unless otherwise indicated.
5.3 All specifications provided by Tracefy in terms of quantities, options and prices have been prepared with great care. Tracefy cannot exclude possible deviations and therefore gives no warranty in this respect.
5.4 Verbal commitments or agreements by its employees do not bind Tracefy. Tracefy is also not bound by offers that contain an obvious error, such as an incorrect price or other incorrect description.
6: Commencement of the agreement
A contract is formed on the day the Customer confirms Tracefy’s quotation or when a (first) order is placed.
7. Delivery
7.1. Products are delivered Ex Works, unless otherwise agreed in writing. Shipment, transport, export and import of products shall always be for the account and risk of the Customer, unless otherwise agreed. Tracefy is only obliged to take out (transport) insurance if and as far as Tracefy has committed itself to this in writing.
7.2. The delivery dates, delivery periods and delivery times stated or confirmed by Tracefy are only approximate and shall never be regarded as deadlines. Tracefy is not liable for any damage caused by a delivery taking place within a reasonable period before or after the specified delivery date. In all cases where an express term is agreed, Tracefy shall only be in default if the Customer gives Tracefy written notice of default giving it sufficient opportunity to still perform.
7.3. The Customer shall provide all co-operation to Tracefy which can reasonably be expected from her in/for the delivery of the products and/or services. If before or after the conclusion of the Agreement it appears that the delivery of the Service or Product is not or not entirely possible, Tracefy is entitled to set additional conditions which the Customer must meet before Tracefy is obliged to deliver the Service or Product. If these conditions are not met then the Customer cannot claim delivery of the Service or Product, in which case Tracefy is not obliged to compensate any damage.
7.4 The Customer shall inform Tracefy in writing if no delivery has taken place and shall grant Tracefy a period of thirty (30) days to still deliver.
7.5. If Tracefy does not deliver within an explicit deadline, the Customer shall have the sole and exclusive remedy of rescinding the agreement for the part that relates to the undelivered Service or Product. Claims for damages due to non-performance of obligations by Tracefy or due to delay are excluded.
7.6 If the Customer fails to take delivery of the ordered Products, Tracefy may deliver the Products on consignment at the Customer’s expense.
7.7 If the production of certain Products is restricted for any reason, Tracefy shall be entitled to allocate the available production and Products amongst its Customers entirely at its discretion, which may result in the Customer receiving fewer Products than agreed.
7.8. Customer is responsible for obtaining any required governmental licences, including, but not limited to, export, import licences or exemptions applicable to the supply of the Products and Services.
7.9 The Products are supplied without a Kiwa certificate, but one can be requested separately. When selling to End Users who are Consumers, a Kiwa certificate must be requested for each Consumer via the Services (Application).
8. Additional work
8.1 Tracefy works on the basis of a fixed pre-agreed fee or price agreement. Changes to the project proposal or quotation at the request of the Customer and after the price has been determined may result in Tracefy adjusting the price. Tracefy reserves at all times the right to make changes and/or corrections or not.
8.2. Tracefy is entitled to charge for any additional services, hardware, testing, meetings and/or work carried out at the Client’s request.
9. Implementation
9.1. Tracefy shall perform the contract to the best of its knowledge and ability. Tracefy cannot guarantee that the result desired by the Customer will be achieved. Tracefy only provides guarantees in respect of its Products and/or Services (and therefore does not provide any guarantee in respect of any defects in the e-bike system that may have been caused by the GPS Tracker or other Tracefy hardware) if it expressly states so in writing.
9.2: Tracefy has the right to outsource certain services to external parties.
9.3: The Customer is obliged to timely provide Tracefy with all data necessary for the execution of the agreement. The necessity of data is expressed by a request from Tracefy to the Customer to provide this data or by the nature of the data which the Customer should reasonably understand to be necessary for the execution of the Agreement. The Customer is responsible for the correctness and completeness of the data provided. In case the Customer cannot timely dispose of the required data, Tracefy reserves the right to temporarily or permanently terminate the execution of the agreement. Delay caused by non-timely delivery of data by Customer shall entail costs which will be invoiced to Customer according to Tracefy's usual rates.
9.4 Customer ensures that the material disclosed does not violate Dutch laws and regulations and the Dutch Advertising Code and does not infringe on third-party rights. The data, texts and images provided by the Customer must respect intellectual property rights. Tracefy may refuse or terminate the agreement if, in Tracefy's opinion, the material does not meet these requirements.
9.5 If it is agreed that the agreement will be executed in phases, Tracefy may suspend the execution of those parts belonging to a subsequent phase until the Customer has approved in writing the results of the preceding phase and has paid the corresponding invoices.
10. Retention of title
10.1 All Products delivered or to be delivered shall remain the property of Tracefy until all claims for payment of those Products, related work or claims for damages (including any collection costs and interest) that Tracefy has against the Customer have been paid in full.
10.2 Prior to said transfer of ownership, the Customer is not authorised to sell, deliver or otherwise dispose of the Products or encumber them with security rights other than in accordance with its normal business and the normal purpose of the Products.
10.3 Tracefy has the right to take back the Products delivered under retention of title which are still in the Customer's possession, if the Customer does not ensure timely payment of the invoices or has or threatens to have payment difficulties. The Customer shall at all times grant Tracefy free access to its Products for inspection thereof and/or for exercising Tracefy's rights.
11. Non-compliance
11.1 The Customer is obliged to inspect any delivered Product immediately upon receipt. If it transpires that a delivered Product or consignment is incorrect, faulty or incomplete, the Customer must (before returning it to Tracefy) report these defects immediately, in any event no later than 5 days after receipt, via support@tracefy.com, failing which the Customer’s claim for non-conformity and associated rights shall lapse.
11.2 The Product must be returned in its original packaging (including accessories and accompanying documentation) and in new condition, to the address specified by Tracefy to the Customer for this purpose.
11.3 Use or commissioning of the Product, damage to it and/or its resale shall result in the forfeiture of any claim for non-conformity and associated rights.
11.4 If Tracefy finds the Customer’s complaint to be justified, Tracefy shall, at its discretion and to the exclusion of any rights of the Customer, either replace the goods supplied free of charge, repair them free of charge, or refund the Customer (part of) the purchase price paid.
11.5 Tracefy is not liable on grounds of non-conformity in any case if in Tracefy's reasonable opinion:
- the Customer is in default towards Tracefy,
- the Customer has installed, repaired and/or modified the Product themselves, or has had it installed, repaired and/or modified by third parties,
- the Product has been exposed to abnormal conditions or has otherwise been handled carelessly, or has been handled contrary to Tracefy’s instructions and/or the accompanying user manual, or
- the defectiveness of the Product is wholly or partly due to (new) regulations imposed by the government regarding the nature or quality of the materials used;
- there has been unauthorised use of the Product.
11.6 The foregoing only applies to Products purchased by the Customer directly from Tracefy (and therefore not from third parties, such as resellers).
12. Products and Services
12.1 The Customer must handle the Products and Services with due care and in accordance with the principles of good management, use them in accordance with the safety instructions or other instructions provided by Tracefy, and refrain from any unauthorised use thereof.
12.2 The Customer and/or End User must ensure that the peripheral equipment they use (including mobile phones and computers) and their connections are adequately secured when using the Products and Services, for example against viruses and unauthorised use by third parties.
12.3 Where the Services operate using essential (public or otherwise) communications infrastructure, networks and software, including but not limited to (mobile) internet connections, Tracefy gives no guarantee whatsoever and shall not be liable for any damage resulting from defects and/or disruptions in the communications infrastructure.
12.4 The operation of the GPS Tracker (transmitting a signal) depends on the battery. The battery must therefore be replaced in good time to ensure that the GPS Tracker continues to function. The battery will run out more quickly if the Vehicle is used less frequently; you should therefore ensure that the Vehicle is used regularly.
12.5 Tracefy reserves the right to modify the Products and Services, for example to keep pace with the state of the art and for security purposes. In this context, Tracefy also has the right to cease supporting certain Products and Services and/or to declare them end-of-life.
13. Subscriptions
13.1 When buying or reselling a GPS Tracker, the Customer is obliged to take out (or have taken out) a Subscription.
13.2 In the event of theft of a Product, cancellation of the Subscription or transfer of ownership of the Vehicle to another party, Tracefy will not issue a refund for the remaining period.
13.3 Tracefy is entitled to terminate the Subscription with immediate effect:
- if the direct debit cannot be successfully processed on several occasions, or in the event of the Customer’s failure to meet any payment obligation; or
- in the event of (an application for) bankruptcy, a moratorium on payments, debt restructuring or the Client being placed under guardianship, or any similar situation as a result of which the Client is (or may be) no longer able to meet their obligations; or
- for a specific Subscription: if the Customer or the End User has caused damage to a Product, rendering it unreadable.
13.4 The Subscription must be activated within one month of purchasing the GPS Tracker. If the Subscription is taken out after this period and the GPS Tracker cannot be read and/or is not located in the Netherlands, Tracefy is entitled to cancel the Subscription and refund any amounts paid for the Subscription.
13.5 With the Tracefy Solo tracker, the Subscription entitles the holder to a one-off use of the tracking mode and tracking service during its term. After this, the tracker must be replaced and a new Subscription must be taken out. This is because the internal battery is depleted after one tracking action, meaning that a new tracking action cannot be carried out.
13.6 In the event of theft of the Vehicle, this must be reported to Tracefy as soon as possible. The Customer and/or the End User must report the theft of the Vehicle to the police themselves. Tracefy cannot guarantee that the Vehicle will always be found; under a Subscription, Tracefy will search for the Vehicle for a maximum of 48 hours following the report of the theft.
13.7 The Subscription is personal and non-transferable, even if ownership of the Vehicle is transferred to another party.
14. Amendments to the contract and the general terms and conditions
14.1 Should it become apparent during the execution of the agreement that, for the sake of the quality of the result, it is necessary to change or supplement the work to be performed, the parties shall promptly and in consultation adapt the agreement accordingly.
14.2 If the parties agree to amend or supplement the contract, this may result in the implementation period being extended, causing the project to be delayed. Tracefy will inform the Client of this as soon as possible.
14.3 If any amendments or additions to the agreement have financial and/or qualitative implications, Tracefy shall be entitled to charge the Client for the costs incurred as a result. The Contractor shall inform the Client of this in advance.
14.4 Any amendment or addition to the agreement may result in an adjustment to the previously agreed fee. Tracefy shall notify the Client of the effects on this fee should the amendments be implemented.
15. Prices
15.1 All prices and cost estimates are exclusive of VAT unless otherwise stated.
15.2 If no fixed price is agreed, the price shall be determined on the basis of hours actually worked. The fee will then be calculated according to Tracefy's usual hourly rates applicable in the period in which the work is performed, unless a different hourly rate has been agreed.
15.3 For assignments running for more than three months, the work carried out or services rendered will be charged monthly, unless explicitly agreed otherwise in writing.
15.4 Prices are based, inter alia, on factors applicable at the time of the statement or realisation of the agreement or quotation, including wages, social and fiscal charges, levies, insurance premiums, etc. If changes of the relevant price-determining factors (such as raw materials, auxiliary materials, wages, other social costs, costs for energy and transport, taxes, currency exchange rate fluctuations) occur during the term of the agreement, Tracefy is entitled to (unilaterally) increase the prices.
15.5 In the case of contracts where it has been agreed that the Customer will use a Tracefy Product or Service via a Subscription or licence, the use thereof will be invoiced on a monthly basis, unless otherwise expressly agreed in writing.
15.6 Unless otherwise specified by Tracefy, sums paid by the Customer shall not be refunded
16. Confidentiality
16.1 The parties shall be obliged to keep confidential all confidential information, concepts, formats or ideas which they have obtained from each other or from other sources in the context of the agreement, irrespective of whether it is of a written or oral nature and from whomever it originates. Information shall be considered confidential if this has been communicated by the other party or if it arises from the nature of the information. Concepts, formats and ideas shall be considered confidential at all times.
16.2 Tracefy may cite the Client’s name and, where applicable, logo as a reference and thereby make them public.
16.3 Any (personal) data provided to the Customer via the Tracefy website will be treated as confidential.
17. Use of the App
17.1 The Customer and the Customer’s End Users are granted a limited, non-transferable, non-sublicensable right to use the App for the duration of the agreement. Unless otherwise agreed, use of the App is restricted to Vehicles located in the Netherlands.
17.2 The login details for accounts in the App must be kept confidential and adequately secured, and must not be shared with any unauthorised persons. Each account is for personal use only; sharing login details with other users (of the Customer) is not permitted. A sufficiently strong password must be used, and other passwords must not be reused. If you become aware of, or suspect, any misuse of your login details, you must change your password immediately.
17.3 If Tracefy, whether on its own initiative or following a report from a third party, establishes that unauthorised use is being made of the App, Tracefy shall be entitled to take measures against such unauthorised use, including suspending, restricting and/or deleting the account or the content contained therein, as well as the right to report this to the competent authorities. Where required by law, Tracefy will inform the Customer in advance of the measures to be taken.
17.4 Tracefy cannot guarantee that the App will always be usable on every device belonging to the Customer and/or the End User. Given the significant dependence on the operating system, third-party software, the age of the device and security software installed on the device, this is beyond Tracefy’s control. However, Tracefy will provide the best possible support in this regard, within reason, though no rights may be derived from this.
17.5 If the device on which the App is installed is handed over to a third party who does not have a Subscription, the App must be removed from the device.
18. Intellectual property rights and data
18.1 The Customer agrees that all intellectual property rights (including copyright, trade mark rights, database rights and patent rights) contained in or arising from the Products and/or Services shall remain the property of Tracefy and/or its licensors. The Customer shall only acquire a right of use (licence) in respect of these intellectual property rights if this is expressly stated in the agreement. In the context of the supply of the Products and/or Services, Tracefy may use or develop products, materials and methodologies that contain data provided by the Customer or information derived therefrom, which shall subsequently form part of Tracefy’s intellectual property rights. The Customer must refrain from infringing Tracefy’s intellectual property rights and other rights.
18.2 All information provided by Tracefy, such as (digital) reports, drafts, data, checklists, advice, templates, designs, sketches, software, applications, etc., as well as all data generated by Tracefy in the context of the Services provided and/or Products supplied by Tracefy (including all data generated in and via the GPS trackers and software subscriptions (such as anonymous journey data)) are and remain the ‘property’ of Tracefy. The data generated by the Customer whilst using the Products and/or Services is the ‘property’ of the Customer. Tracefy is, however, permitted to use this data for its own business operations, such as to improve its Products and Services, to produce aggregated reports and, where applicable, to comply with legal obligations.
18.3 The customer undertakes not to alter or delete Tracefy’s data or the intellectual property rights belonging to Tracefy in any way, nor, whether in altered or unaltered form, exploit, apply and/or use in any other way than for any other purpose as described in the agreement or as is necessary for the performance of the agreement.
18.4 Tracefy retains the right to use the knowledge and data obtained from its activities/Services and Products for other (commercial) purposes, if no confidential information of the Customer is brought to the knowledge of third parties.
18.5 The Customer indemnifies Tracefy against all third party claims in the field of intellectual property rights relating to the publication and/or reproduction of the texts, images or other data provided to Tracefy by or on behalf of the Customer.
18.6 The Customer shall not itself and shall not allow or assist third parties to:
- a. in any way reproduce or attempt to reproduce, modify, duplicate, reverse engineer, deassemble and/or decompile the source code and/or software and/or software provided by or on behalf of Tracefy, the design of the Product or the composition of any (part of a) Product or the documentation, unless permitted by law, or
- b. make any copy, adaptation, translation and/or similar and/or derivative work as that which is integrated into any Product or documentation for any purpose unless Tracefy has given prior written consent, or
- c. Dividing the Product into (sub)parts intended to be made available or transferred to third parties.
18.7 After the termination of the Agreement for whatever reason, the Customer shall immediately return or destroy all Tracefy data at Tracefy's first request. The Customer is not permitted to make and/or retain copies of data.
19: Personal data
19.1. In offering Products and Services, Tracefy processes certain data of the Customer and/or End User, including personal data. In processing personal data, Tracefy complies with applicable regulations, including the AVG. The way Tracefy handles personal data of the Customer and/or End User is described in the privacy policy, which can be found on the Tracefy website.
19.2. When using Tracefy’s Products and/or Services, the Customer shall comply with the applicable regulations, including the GDPR. For the purposes of maintenance, repair or replacement of the GPS tracker, it may be necessary to grant the Customer access to the location of that Vehicle. The Customer must request this from Tracefy and, if approved, access will be granted for a limited period. The Customer may process the location data solely for the purposes of maintenance, repair or replacement and must cease such processing once the work has been completed; Tracefy may revoke access in this regard. Tracefy may, pursuant to the GDPR, disclose personal data provided by the Customer or the End User to third parties in the context of the performance of a contract. If the Customer is also the data controller of the personal data, the Customer is obliged to inform the data subject of the processing and of any data breaches occurring on the Customer’s side, and to deal with requests from data subjects in a timely manner and/or forward them to Tracefy if Tracefy is the data controller. The Customer shall indemnify Tracefy, upon first request, against any liability for damage, claims and demands arising from the processing of personal data by the Customer, including its subordinates.
19.3 In the event that Tracefy acts as the Customer’s data processor, the parties shall enter into a separate data processing agreement9
20: Contract duration and termination
20.1 A contract is entered into for an indefinite period unless the parties have expressly agreed otherwise in writing (as stated in the contract or otherwise specified in the order confirmation). An agreement for an indefinite period may be terminated at any time, subject to a reasonable period of notice.
20.2 A fixed-term agreement may not be terminated early, save as otherwise provided herein. An agreement under which Tracefy stores data on behalf of the Client may be terminated before the end of the term, subject to two months’ notice, on the understanding that the Client remains liable for the fee for the agreement until the end of the fixed term.
20.3 Without prejudice to its rights of termination under the law or the contract, Tracefy may, without notice of default and without judicial intervention, terminate or rescind the contract in whole or in part with immediate effect by written notice if the Customer applies for payment or such a stay is granted, if a petition for the Customer’s bankruptcy is filed, if the Customer is admitted to statutory debt restructuring for natural persons (where applicable), if the Customer reaches an agreement with creditors, if its business is wound up or terminated other than for the purpose of restructuring or a merger of businesses, if the Customer loses free disposal of its assets for any reason whatsoever, if the Customer is likely to be unable to meet its payment obligations for other reasons, if Tracefy’s reputation is or may be damaged by the Customer’s actions or omissions, or on the grounds of urgent cause involving circumstances of such a nature that Tracefy cannot reasonably be expected to continue the agreement. Tracefy shall under no circumstances be liable for any compensation as a result of such termination.
20.4 If, after a contract has been concluded, the Customer wishes to cancel it, the Customer shall be obliged to pay 75% of the order price (excl. VAT) to Tracefy as a cancellation fee, without prejudice to Tracefy’s right to full compensation, including loss of profit.
20.5 With regard to the agreement relating to the storage of data on behalf of the Client:
- The Customer may inform Tracefy if they are switching to another supplier or to their own infrastructure, or if they wish to have their data deleted;
- b. Tracefy shall ensure that, for up to 30 days following the termination of the agreement, the Customer receives or is able to download the data that is the ‘property’ of the Customer in a standard format, after which Tracefy shall delete that data; the Customer may extend the aforementioned 30-day period once, for a period deemed more appropriate;
- c. Tracefy shall ensure that the Customer can continue to use the Services during the notice period and that the data is secure;
- d. Tracefy shall, within the aforementioned timeframes, assist the Customer, to the best of its ability, in transferring their data;
- e. The agreement shall in any event terminate once the Customer has retrieved their data, or at the end of the notice period if the Customer wishes Tracefy to delete the data.
20.6 Upon termination of the agreement, all rights granted to the Customer shall lapse; Tracefy shall be entitled to block access to the account in accordance with the provisions set out above; and the App must be removed from devices. Following the termination of the agreement, those provisions which, by their nature, are intended to continue in force shall remain in force, including, in any event, the provisions concerning liability, applicable law, the competent court and the consequences of non-payment and termination of the agreement.
21. Payment/billing
21.1 Payment shall take place within 14 days after the invoice date, in a manner to be specified by Tracefy in the currency in which was invoiced, without any discount or deduction. The Customer is not entitled to set-off, compensation or suspension. The value day indicated on Tracefy's bank/giro statements is decisive and is therefore considered the payment day.
21.2 Connectivity and management agreements, as well as other subscriptions, shall be invoiced in advance in accordance with the agreement, for a pre-agreed period.
21.3 Maintenance contracts and licences are invoiced in advance, per month or per year.
21.4 After the expiry of the fatal payment term of 14 days from the invoice date, the Customer shall be in default without any further summons being necessary; the Customer shall owe interest of 1% per month on the amount due from the moment of default, unless the legal interest rate is higher in which case the legal interest rate shall apply.
21.5 In case of liquidation, bankruptcy or suspension of payments, Tracefy's claims and the Customer's obligations towards Tracefy will be immediately due and payable.
21.6 If a written protest is not made within 5 days of the date of the invoice, the amount specified on the invoice will have been approved by the Customer.
21.7 If the Customer is in default or fails to fulfil one or more of its obligations, all reasonable costs incurred in obtaining satisfaction, whether in or out of court, shall be borne by the Customer. Tracefy is entitled to charge extrajudicial debt collection costs, without prejudice to its right to claim the full amount of such costs from the Customer.
21.8 The Customer waives its power of suspension (which includes the exercise of any right of retention). The Customer is not entitled to withhold or reduce payments or to set off existing and/or future claims against any outstanding amounts due to Tracefy.
22. Liability
22.1. Tracefy’s liability for indirect loss (including, in any event, consequential loss, loss of profit, lost savings, diminished goodwill, loss of business, damage to reputation, damage to third parties, damage to or loss of data, property (including theft of Vehicles), materials or third-party software) is expressly excluded in all cases.
22.2 In addition to the other limitations or exclusions of liability set out in these General Terms and Conditions, Tracefy shall not be liable for any loss suffered by the Customer arising from:
- the Customer’s failure to make the information, reports and data it is required to provide available, or its failure to do so in a timely manner;
- photographs, texts, images or other data provided by or on behalf of the Client, or any unauthorised use thereof by the Client;
- disruptions to the electronic services provided by Tracefy and third parties, such as internet service providers, network operators or other telecommunications networks, and a failure on the part of Tracefy’s suppliers to fulfil their obligations;
- a faulty and/or slow and/or non-functioning and/or technically faulty internet connection on the part of the Customer;
- a breach by the Customer of its obligations, warranties or representations set out in the agreement or these General Terms and Conditions.
22.3 Subject to the provisions of the previous paragraph, in the event Tracefy is obliged to pay compensation for direct damage, this compensation is at all times limited to an amount of € 1,000 (one thousand EURO) per event, whereby a series of related events is regarded as one event.
22.4 Any claims by the Customer for compensation for damage must be made no later than one month after the date on which the Customer discovered the damage or shortcoming, or
could reasonably establish, must be reported by email to support@tracefy.com, failing which these claims will lapse.
22.5 Any advice provided by Tracefy is given to the best of its knowledge. Any liability for advice provided by Tracefy is expressly excluded. The advice provided shall in no circumstances relieve the Customer of the obligation to carry out its own investigation into the suitability of the goods to be supplied and/or the Services to be performed for the intended purpose.
22.5 Tracefy is never liable for damaging acts or omissions of the Customer or the End User, including changing or making changes (or having changes made) to the software developed or hardware delivered by Tracefy.
22.6 Tracefy shall never be liable for damage which is, or which is partly, caused by Unauthorised Use by or on behalf of the Customer or the End User or for damage which is partly caused because the Customer does not comply with the applicable safety instructions, or any other regulation for the Products.
22.7 When the Customer enters into an agreement with Tracefy and the Customer makes the Products and/or Services available in any way to third parties, including End Users, the Customer indemnifies Tracefy on first request to do so from any liability for damages, claims and demands arising from the relationship between the Customer and a third party, including an End User.
22.9 Tracefy shall in no way be liable for any loss arising from any act or omission on the part of the Customer in breach of statutory and/or contractual provisions, including the agreement and these General Terms and Conditions. The Customer shall be liable to Tracefy for any loss or damage resulting from acts and/or omissions in breach of statutory and/or contractual provisions, including the contract and these General Terms and Conditions.
22.9 As far as legally possible, Tracefy is not liable for damage caused by its employees and/or third parties it engages to the Customer or to third parties. The limitation of liability in this Article also applies with regard to third parties which Tracefy engages for the purpose of executing the Agreement, as well as with regard to persons for whom Tracefy is liable.
22.10 The limitations mentioned in this article lapse if and as far as the damage is the result of intent or gross negligence by Tracefy. However, Tracefy is not liable for damage caused by intent or deliberate recklessness of non-managerial personnel and third parties engaged by Tracefy.
23. Force majeure
23.1 Tracefy is not liable in case of force majeure and is not obliged to fulfil any obligation in case of force majeure. In these General Terms and Conditions, force majeure means, in addition to what is understood by law and jurisprudence, all external causes, foreseen or unforeseen, which Tracefy cannot influence, but which prevent Tracefy from fulfilling its obligations. Force majeure includes in any case: delays at or failure to perform by suppliers and/or other third parties engaged by Tracefy, internet failures, electricity failures, e-mail traffic failures and failures or changes in technology provided by third parties, transport difficulties, strikes, government measures, delays in supply, negligence by manufacturers as well as by auxiliaries, sickness of personnel, and failures of auxiliary or transport means, or any other circumstance preventing the performance or execution of the agreement.
23.2 In the event of force majeure, Tracefy is entitled to dissolve the agreement (in full or in part) or to suspend its activities, without being obliged to pay any compensation to the Customer or End User.
23.3 If Tracefy has partially fulfilled its obligations when the force majeure occurs, it is entitled to separately invoice the part already executed or executable and the Customer is obliged to pay this invoice as if it were a separate agreement.
24. Transfer, amendments and supplements to the agreement
24.1 Neither party is entitled to assign the rights and obligations arising from the agreement without the other party’s written consent, provided, however, that Tracefy is entitled to assign its rights and/or obligations arising from the agreement to a party that takes over (part of) its business activities.
24.2 Amendments and additions to the agreement shall only be valid if agreed in writing between the parties.
24.3 To the extent permitted by law, Tracefy is entitled at any time to unilaterally amend the content of the Services, the rates and these General Terms and Conditions. Amendments shall take effect on the date of their publication on the website or the portal, unless otherwise stated, and shall render the General Terms and Conditions and/or rates applicable up to that point null and void. Amendments to the General Terms and Conditions shall also apply to existing agreements. Only if the Customer is entitled to do so under mandatory provisions of law may the Customer terminate the contract, subject to a 30-day notice period, if they do not wish to accept a change that applies to them, unless the amendment constitutes only a minor change to the General Terms and Conditions.
25. Suspension
25.1 To the extent permitted by law, Tracefy is at all times entitled to suspend or interrupt its obligation with regard to the Product and/or Services if the Customer fails to meet its obligations. Any resumption of fulfilment by Tracefy shall only take place after the Customer has fulfilled its obligations in full, including payment of any additional costs incurred by Tracefy.
25.2. The suspension or termination of a Service and/or the rendering of a Product unusable shall not release the Customer from its obligation to pay any outstanding invoice(s) to Tracefy.
25.3. In case Tracefy uses its right of suspension, no right to compensation or refund arises for Customer.
25.4. To the extent legally possible and unless expressly agreed otherwise, any right of suspension and/or set-off and/or any right of retention by the Customer is excluded.
26. Development of software and applications
26.1 If specifications or a design of the software and applications to be developed were not already made available to Tracefy when the agreement was concluded, the parties shall in consultation specify in writing which software will be developed and in what manner this will be done. Tracefy will execute the development of the software with care on the basis of the data to be provided by the Customer, for the accuracy, completeness and consistency for which the Customer vouches. If the parties have agreed on the use of a development method that is characterised by the fact that the design and/or development of parts of the software is subject to a further prioritisation to be determined during the execution of the agreement, this prioritisation shall always be established in consultation between the parties.
26.2 Tracefy is entitled, but not obliged, to examine the accuracy, completeness or consistency of the data, specifications or designs made available to it and, if any imperfections are found, to suspend the agreed work until the Customer has removed the imperfections in question.
26.3 The Customer is only entitled to use the software within their own business or organisation.
26.4 The right of use of applications and software is not transferable. The Customer is not allowed to sell, lease, sub-licence, alienate or grant limited rights to the software and carriers on which it is recorded, or to make the software available to a third party in any way or for any purpose whatsoever, to give a third party remote or non-remote access to the software or to place the software with a third party for hosting, not even if the third party in question only uses the software for the benefit of the Customer. The Customer shall not modify the software other than in the context of fixing errors. The Customer shall not use the software as part of the processing of data for the benefit of third parties ('time-sharing'). The source code of the software and the technical documentation produced during the development of the software shall not be made available to the Customer, not even if the Customer is prepared to pay financial compensation for making them available. The Customer acknowledges that the source code is confidential in nature and contains Tracefy's trade secrets.
27. Hardware
27.1 Tracefy provides the hardware, advice and associated specifications that enable Customer to make its vehicles suitable for installation of the hardware unless otherwise expressly agreed in writing.
27.2 The Customer shall, either itself or through a third party, install the hardware at the production site and prepare it for use in the Vehicle; this is not the responsibility of Tracefy.
27.3 Tracefy provides a one-year warranty on hardware and a six-month warranty on batteries, both from the invoice date of the hardware: if defects arise within this period that prevent the hardware or the battery from functioning, Tracefy will arrange for its repair or replacement at its own expense. If the hardware fails to function within one year of the invoice date for the hardware, the Customer will be sent a new unit. Tracefy will supply replacement hardware or a replacement battery to the Customer within four working days of receiving written notification of the fault. The Customer is responsible for replacing the hardware and is obliged to return the faulty hardware to Tracefy within four weeks of receiving the replacement hardware. The Customer must handle any issues or problems with the hardware directly with the End Users.
27.4 Any claim under this warranty shall lapse and Trafecy shall not be liable for the consequences if the hardware fails to function because:
- the instructions supplied have not been followed;
- a third party has installed it;
- it has been damaged by the Customer, an End User, a third party or due to external circumstances
- the requirements for Kiwa certification have not been complied with;
- where a circumstance referred to in Article 11.5 applies – on the understanding that Tracefy will nevertheless cooperate in order to fulfil its legal obligations regarding non-conformity towards the End User if the Customer is in default (Article 11.5.a).
27.5 If the Customer fails to cooperate with the repair and/or replacement of the hardware, the warranty shall also lapse. In the cases mentioned above, Tracefy will supply new hardware at the Customer’s request but is entitled to charge for this, including the purchase price, delivery costs and administration fees.
27.4 Tracefy does not guarantee a 100% accuracy of the hardware; there can always be a deviation in it due to interference factors.
27.7 If the Vehicle is sold with a GPS tracker fitted, no Kiwa certification can be issued; a new application must be made. Tracefy reserves the right to refuse to supply Services and/or Products to a new purchaser.
27.6 Tracefy hardware must always be installed according to Tracefy's installation instructions. Tracefy is not responsible for the consequences if these instructions are not followed accurately.
28. Applicable law
28.1 All contracts and these General Terms and Conditions are governed by Dutch law. The Customer agrees that Articles 6:227b and 6:227c do not apply and waives their right to set aside or terminate the contract on the basis of those articles.
28.2 Any disputes relating to and/or arising from the agreement and/or these General Terms and Conditions shall be brought before the competent court in The Hague.
29. Location of these General Terms and Conditions
29.1 These General Terms and Conditions can also be viewed and downloaded from the Tracefy B.V. website: https://tracefy.com/nl/algemene-voorwaarden/
