General terms and conditions of Tracefy B.V.

Registered with the Chamber of Commerce in The Hague under number 66322642 with VAT number NL856494045B01
1. General

1.1 These General Conditions apply to Products and/or Services provided by Tracefy B.V. ("Tracefy") to the Customer, as well as to all offers and agreements to which these General Conditions are declared applicable.

1.2 In the event of a conflict between the General Conditions and the agreement, and/or Tracefy’s order confirmation, the agreement and/or order confirmation prevails.

1.3 These General Conditions do not apply to Products and/or Services that are not offered and delivered by Tracefy, but are offered and delivered by a third party, such as a reseller. In this case, the (purchase) agreement is entered into with the third party and not with Tracefy.

1.4 The applicability of any general conditions of the Costumer is hereby expressly rejected.

2. Identity

Tracefy B.V.
Treubstraat 27
2288 EH Rijswijk
Chamber of Commerce number: 66322642
VAT identification number: NL856494045B01

3. Definitions

general terms and conditions: these general terms and conditions, including any appendices.

Consumer: the Customer, being a natural person, not acting in the course of a profession or business.

Services: connectivity and investigative services offered by Tracefy at any time on the website, app or otherwise, installation work, as well as other services, and (for companies, among others), developing a white label app, providing a fleet management services app and web portal, and other services.

End User: the natural or legal person using the Products

and/or Services of Tracefy.

Customer: the natural person or legal entity with whom Tracefy enters into a legal relationship.

Product: the physical product delivered or to be delivered by Tracefy to the Customer, including the hardware / GPS Tracker equipped with (among other things) various (location) sensors.

Unauthorised Use: this includes, inter alia, the use of Products on

injudicious or incorrect manner; circumventing or removing technical safeguards or restrictions on use of the Products and/or Services; the use of components or other products not suitable for the power of the Products; the charging (or attempts to charge) of vehicles or other items unsuitable or defective for that purpose; the use of a Product or other item other than as stated in Tracefy's (safety) instructions, the (safety) instructions or the applicable statutory (safety and other) regulations as well as any damaging acts or omissions by the Customer or End User, including but not limited to copying, modifying, merging, supplementing, reverse-engineering, reverse-assembling, decompiling, disassembling or gaining unauthorised access to the Products, or using them in such a way that the performance of the Products and/or other systems used by Tracefy deteriorate, are disrupted or are impaired, or on

become or are accessible in an unauthorised manner.

4. Applicability

4.1 These General Conditions apply to all offers, bids, agreements, contracts, deliveries, and other activities that are carried out by or on behalf of Tracefy.

4.2 These General Conditions also apply to all contracts where Tracefy engages third parties to carry out that contract.

5: Offer and acceptance

5.1 All offers of Tracefy are without obligation and can be withdrawn by Tracefy at any time before the agreement is concluded.

5.2 All offers become invalid 14 days after notification to Customer, unless stated otherwise. Tracefy is only bound by the offer if the acceptance of that is confirmed by Customer in writing (by letter or email) within 14 days. If the acceptance takes place after 14 days, Tracefy is entitled to change the completion time or amounts. The prices stated in the offers (and proposals) are exclusive of VAT, unless indicated otherwise.

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

An agreement is concluded on the day the Customer has confirmed Tracefy's offer or when a first order is placed. For consumers, this is from the moment the subscription is activated in the Tracefy app. For offers, agreement must be reached within 14 days after the offer is made. Should this period be exceeded, Tracefy is entitled to adjust amounts or execution period.

7. Delivery

7.1 Products are delivered Ex Works, unless agreed otherwise in writing. The shipment, transport, export, and import of products takes place at the risk and expense of Customer, unless agreed otherwise. Tracefy is only obligated to take out (transport) insurance if and insofar Tracefy committed to this in writing.
7.3 Customer will provide Tracefy all cooperation which can be reasonably expected from Customer for/in support of delivering the products and/or services. If it turns out before or after concluding the agreement that the delivery of the service or product is not or not fully possible, Tracefy is entitled to set additional conditions with which Customer needs to comply before Tracefy is obliged to deliver the Service or Product. If these conditions are not met, Customer is not entitled to delivery of the Service or Product, in which case Tracefy is not obliged to pay any damages.

7.3. The Customer shall provide Tracefy with all the cooperation which may reasonably be expected from Tracefy in providing the products and/or services. If it becomes apparent, before or after the conclusion of the agreement, that the provision of the service or product is not possible or not possible at all, Tracefy is entitled to set additional conditions which the Customer must fulfill before Tracefy is obliged to provide the service or product. If these conditions are not met, the Customer shall not be able to claim supply of the Service or Product and Tracefy shall not be liable to pay any damages.

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 term, Customer’s only and exclusive remedy will be to terminate the agreement for the part that pertains to the Service or Product that was not delivered. Claims for damages due to nonperformance of the obligations by Tracefy or due to delay are excluded.
7.6 If Customer does not take receipt of the ordered Products, Tracefy can deliver the Products on consignment, at the expense of Customer.
7.7 If Tracefy’s production is limited, for any reason, Tracefy is entitled to divide the available production and Products amongst its Customers at its own discretion, and this could result in Customer being delivered less Products than agreed.
7.8 Customer is responsible to acquire the required government permits, including, but not limited to, export and import licenses or exemptions that apply to the delivery of the Products and Services.

8. Extra work

8.1 Tracefy performs work based on a fixed fee or price agreement, agreed beforehand. Changes to the project proposal or offer at the request of Customer and after the price has been set could result in a price adjustment by Tracefy. Tracefy always reserves the right to not implement changes and/or corrections. 

8.2: Tracefy is entitled to additional additions, hardware,  tests, discussions and/or performances that take place at the client's request.

9. Fulfillment

9.1 Tracefy shall perform the Agreement to the best of its knowledge and ability. Tracefy cannot guarantee that results desired by Customer will be achieved. Tracefy does not give any warranty on its products and (or) services (i.e. also no warranty on any defects to the e-bike system that may have been caused by Tracefy's GPS Tracker and other hardware).

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 shall be invoiced to Customer according to Tracefy's usual rates.

9.4 Customer ensures that the material that is made public does not violate Dutch legislation and regulations, and the Dutch Advertising Code, and does not infringe any rights of third parties. The information, texts, and images provided by Customer need to respect intellectual property rights. Tracefy can refuse or terminate the agreement if Tracefy feels that the material does not meet these requirements.

9.5 If it is agreed that the agreement will be carried out in phases, Tracefy is entitled to suspend the fulfillment of those parts that are part of a next phase until Customer has approved the results of the prior phase in writing and has paid the corresponding invoices.

10. Retention of Title

10.1 Tracefy retains the title to all products delivered or to be delivered until all claims that Tracefy has on Customer (including any (collection) charges and interest) have been paid in full.

10.2 Prior to said transfer of ownership, the Customer is not authorised to use the Products other than

in accordance with its normal business and the normal purpose of the Products, to sell,

deliver or otherwise dispose of or encumber with security interests.

10.3 Tracefy is entitled to sell the Products which are subject to retention of title.

delivered and still in the Customer's possession, if the Customer fails to take back for timely

ensures payment of invoices or has or is likely to have payment difficulties

verkeren. The Customer shall grant Tracefy free access to its

Products for inspection thereof and/or to exercise Tracefy's rights.

11. Nonconformity

11.1 The Customer, other than the Consumer, is obliged to accept a delivered Product upon receipt

immediately. If a delivered Product is found to be wrong, defective or incomplete, the Customer must (before proceeding to return it to Tracefy) report these defects immediately, in any case no later than 48 hours after receipt, via under penalty of forfeiting the claim of non-conformity and associated rights.

11.2 The Product must be returned in its original packaging (including

accessories and associated documentation) and in new condition, and to the relevant

address provided by Tracefy to the Customer.

11.3 Commissioning or abandonment, damage and/or resale of the Product results in the

lapse of the claim of non-conformity and associated rights.
11.4 If Tracefy finds Customer’s claim justified, Tracefy, at its own discretion, and excluding any right of Customer, replaces or repairs (part of) the delivered products free of charge, or pays Customer (part of) the paid purchase sum back.

11.5 Tracefy is not liable based on nonconformity in any case if, in Tracefy’s reasonable opinion:

A. Customer has failed to fulfill its obligations towards Tracefy;

b. the Customer has installed, repaired and/or modified the Product himself or by third parties

has had installed, repaired and/or processed,

c. the Product has been exposed to abnormal conditions or otherwise carelessly

has been treated or handled in violation of Tracefy's instructions and/or instructions for use on the packaging, or

d. the defectiveness of the Product is entirely or partly due to (new)

regulations imposed by the government regarding the nature or quality of

the materials used.

11.6 The previous only applies to Products that Customer purchased from Tracefy directly (and 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 diligence, handling them in accordance with the safety instructions or other instructions given

by Tracefy and refrain from any unauthorised use thereof.

12.2 The Customer and/or End User must ensure that any

peripherals (including mobile phones and computers) and connections

are adequately protected when using the Products and Services, for example against

viruses and against unauthorised use by third parties.

12.3 If the Services operate using necessary (public or non-public)

communications infrastructure, networks, software, including but not limited to (mobile)

internet connections, Tracefy makes no warranty and is not liable for

damages resulting from breakdowns and/or failures in the communication infrastructure.

13. Subscriptions

13.1 Customer is obligated to take out a Subscription (or have a subscription taken out) with the purchase or resale of a GPS Tracker.

13.1.2 When purchasing the Tracefy Solo LoRa tracker, the Customer is obliged to take out a Subscription for three years. After three years, the subscription ends and the tracker must be replaced due to the internal battery that lasts 3 years.

13.1.3 In case of theft or cancellation of the services, Tracefy will not give a refund on the outstanding period.

13.2 Tracefy is entitled to terminate the Subscription immediately:
A. After several unsuccessful attempts at a direct debit, or in the event any payment obligation is not met; or
B. In the event of bankruptcy, suspension of payments, debt restructuring or guardianship order for Customer; or
c. if the Customer or the End User has caused damage to a GPS Tracker or Solo LoRa tracker.

d. The subscription should be within 1 month of purchasing the GPS tracker or Solo LoRa tracker  to be activated. If the subscription is closed after this period, Tracefy is not obliged to track the bike.

13.3 In the case of the Tracefy Solo LoRa tracker, the subscription entitles you to one-time use of the tracking mode and tracking service during the term. After this, the tracker needs to be replaced and subscription reinstated. This is because the internal battery is consumed after 1 action and a new detection action cannot be guaranteed.

14. Amendments

14.1 If it turns out during the execution of the agreement that it is necessary, in view of the quality of the result, to amend or supplement the work performed, parties will amend the agreement accordingly in consultation in a timely manner.

14.2 If parties agree that the agreement is amended or supplemented, it is possible that the completion period will be extended because of this, resulting in a delay of the project. Tracefy will inform Customer of this as soon as possible.

14.3 If the amendments or supplements of the agreement have financial and/or quality related consequences, Tracefy is entitled to charge the related costs to Customer. Tracefy will inform Customer of this beforehand.

14.4 An amendment or supplement of the agreement can lead to an adjustment of the fees that were agreed beforehand. Tracefy will inform Customer of the effect on the fees in the event that the changes are implemented.

15. Prices

15.1 All prices and estimated costs are excluding VAT, unless stated otherwise.

15.2 If no fixed price is agreed, the price will be set based on the hours spent. In that case the fee is calculated according to Tracefy’s customary hourly rates effective in the period during which the work is performed unless a different hourly rate is agreed.

15.3 For assignments that take more than three months, the work performed, or services delivered will be invoiced every month, unless expressly agreed otherwise in writing.

15.4 Prices are based on the factors applicable at the time of the statement or conclusion of the agreement or offer (among others), including wages, social and fiscal charges, contributions, insurance premiums, etc. If relevant, price determining factors (such as raw materials, consumables, wages, other social costs, energy and transport costs, taxes, currency fluctuations) change during the life of the agreement, Tracefy is entitled to (unilaterally) raise the prices.

15.5 Assignments where Customer uses a product or service of Tracefy under a subscription or license will be invoiced monthly, unless explicitly agreed in writing otherwise.

16. Confidentiality

16.1 The parties are obliged to keep confidential all confidential information, concepts, formats or ideas that they have obtained from each other or from other sources in the context of the agreement,
indifferently whether it is of a written or oral nature and from whomsoever. Information shall be considered confidential if it has been communicated by the other party or if it arises from the nature of the information. Concepts, formats and ideas are considered confidential at all times.

16.2 Tracefy is allowed to provide Customer’s name and logo as a reference and to disclose this as such.

16.3 The (personal) data that are provided to Tracefy via its website, are treated confidentially. This information is not provided to third parties.

16.4 Customer gives its consent to Tracefy to include its personal data in Tracefy’s register of personal data which is needed for its administration. This register of personal data includes account as well as traffic information and can only be accessed by Tracefy and is not provided to third parties, unless Tracefy is obligated to do so pursuant to legislation or a judicial decision.

17. Exclusivity

17.1 Customer will not use other parties to carry out the agreement. Tracefy will therefore get the exclusive right to carry out the assignment when the agreement is entered into.

18. Intellectual property rights and information

18.1 Customer agrees that all intellectual property rights (including copyright, trademark rights, database rights and patent rights) as contained in the Products and/or Services shall remain the property of Tracefy and/or its licensors. In the context of the delivery of the Products and/or Services, Tracefy may use products, materials and methodologies provided by the Customer or data provided by the

contain, use or develop derived information, which then become part of the

property rights of Tracefy. The Customer must refrain from violating Tracefy's intellectual property and other rights.
18.2 All information provided by Tracefy, such as (digital) reports, concepts, data, checklists, advice, formats, designs, sketches, software, applications, etc., as well as all data generated in the framework of the Services and/or Products delivered by Tracefy (including all data generated in and with the GPS Trackers and software subscriptions (such as anonymous trip data)) are and remain the property of Tracefy.

18.3 Customer undertakes to not change or delete Tracefy’s data and intellectual property rights, and to not utilize, apply and/or in any way use these changed or unchanged data or intellectual property rights for any other purpose than described in the agreement.

18.4 Tracefy retains the right to use the knowledge and data obtained through the performed work/Services and Products for other (commercial) purposes, provided that no confidential information of Customer is disclosed to third parties in doing so.

18.5 Customer indemnifies Tracefy against all claims of third parties concerning intellectual property rights with respect to the disclosure and/or reproduction of the texts, images, or other information provided to Tracefy by or on behalf of Customer.
18.6 Customer itself will not and will not allow third parties to do the following:

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 a copy, modification, translation, and/or similar and/or derived work as that what is integrated in any Product or documents for any purpose, unless Tracefy provided prior written approval for this; or

C. Divide the Product in (sub) parts in order to make it available or transfer it to third parties.

18.7 Upon termination of the agreement, for any reason, Customer will provide Tracefy immediately all data of Tracefy or destroy it upon Tracefy’s first request. Customer is not allowed to make copies of and/or withhold data.

18.8 Article 18 remains in effect after termination of the agreement (by giving notice or termination).   

19: Privacy

19.1 When Products and Services are offered, Tracefy processes certain data of Customer and/or End user, including personal data. Tracefy will observe current regulations, including the GDPR, when processing personal data. The privacy policy on Tracefy's website describes the way Tracefy handles personal data of Customer and/or End user.

19.2 When Tracefy’s Products and/or Services are used, Customer will observe current regulations, including the GDPR. Pursuant to the GDPR and in the framework of fulfilling the contract, Tracefy can provide personal data provided by Customer and/or End user to third parties. If Customer is the controller of this personal data as well, Customer is obligated to inform the person involved of this.

20: Contract period and termination

20.1 An agreement is entered into for an indefinite period of time, unless parties expressly agreed otherwise in writing (as per the agreement or otherwise stated in the order confirmation).

20.2 An agreement for a specified period cannot be terminated early.

20.3 Tracefy can terminate the agreement, in part or fully, immediately without a notice of default, and without judicial intervention with a written notification, if Customer is granted a suspension of payments (whether or not provisionally), if the bankruptcy of Customer was requested or if its company is wound up or terminated, other than for the purpose of a reconstruction or merger of companies, if Customer loses the right to dispose of its property for any reason, or on the basis of an urgent reason entailing circumstances of such a nature that Tracefy cannot reasonably be expected to maintain the contract. Tracefy will never be obligated to pay any damages for termination for these reasons.

20.4 If Customer wants to cancel an agreement after it has been concluded, for whatever reason, and Tracefy has agreed with this termination, Client is obligated to pay Tracefy 75% of the order price (excluding VAT) as cancellation charges, without prejudice to Tracefy’s right to full compensation of damages, including lost income.

21. Payment / invoicing

21.1 Payment needs to take place within 14 days after invoice date, using the method indicated by Tracefy, in the invoiced currency, without any discount or deduction. Customer is not entitled to set-off, compensation or suspension. The value day indicated on the giro/bank statement of Tracefy is decisive and is therefore considered to be the payment day.

21.2 Connectivity and management agreements as well as other subscriptions are invoiced beforehand per month or per year, as agreed.

21.3 Maintenance contracts and licenses are invoiced beforehand 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 the event of winding up, bankruptcy, or suspension of payments, Tracefy’s claims and Customer’s obligations towards Tracefy become immediately due and payable.

21.6 The amounts specified on the invoice will considered to have been approved by Customer unless Customer submits a written objection within 5 days after the date of the invoice.

21.7 All reasonable costs incurred to obtain an out-of-court or in court settlement are for Customer if Customer is in default or does not fulfill one or more of its obligations. Tracefy is entitled to charge extrajudicial collection costs in the amount of 15% of the outstanding amount, with a minimum of €250, excluding VAT, without prejudice to its right to claim the full collection costs from Customer.

21.8 The Customer relinquishes its power of suspension (which also includes exercising any right of retention). The Customer shall not be entitled to withhold or reduce payments or to offset existing and/or future claims against any outstanding amounts owed to Tracefy.

22. Liability

22.1 Tracefy's liability for indirect damage (including

consequential damage, lost profit, lost savings, reduced goodwill, damage due to

business interruption, reputation damage, third-party damage, impairment or loss of data, items, materials or software of third parties) is expressly excluded in all cases.

22.2 Tracefy shall never be liable for damage suffered by the Customer caused by: a) errors in Services, activities, advice, materials, automated files provided by Tracefy; b) defective products of Tracefy; c) the non-availability and/or non-timely availability on the part of the Customer of the data to be provided by Tracefy and its reports and data;

d) photos, texts, images or other data provided by or on behalf of the Customer or unauthorised use thereof by the Customer; e) malfunctions in the electronic services of Tracefy and third parties,
such as providers, network operators or other telecommunications networks and a default by Tracefy's suppliers; f) any defective and/or slow and/or non-working and/or
technically deficient Internet connection of Customer; g) breach by Customer of its obligations, warranties or representations set out in the agreement or these General Terms and Conditions.

22.3 Subject to the provisions in the previous paragraph, and if Tracefy is obligated to pay direct damages, this compensation will, at all times, not exceed an amount of € 1,000 (one-thousand EUROS) per occurrence, whereby a series of connected incidents is regarded as a single event.

22.4  Any claims for compensation by the Customer must be made no later than 10 working days after the day on which the Customer found the damage or shortcoming or

21.5 Any advice provided by Tracefy is given to the best of its knowledge. Any liability for advice given by Tracefy is expressly excluded. Advice provided never releases the Customer from the obligation to conduct his own investigation into the suitability of the goods and/or services to be delivered for the intended purpose.

22.5 Tracefy is never liable for acts by or omissions of Customer or End user causing damage, including changing software (or having this changed) developed or delivered by Tracefy.
22.6 Tracefy is never liable for damage that is (partially) caused by unauthorized use by or on behalf of Customer or End user or for damage that is (partially) caused because Customer did not observe the current safety instructions, or any other instruction 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.
22.8 Tracefy is in no way liable for damages resulting from any act or omission of the Customer in violation of (a) provision(s) of these General Conditions. The Customer is liable to Tracefy for damages resulting from acts and/or omissions in violation of legal and/or contractual provisions, including these General 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 insofar the damage is the result of intent or gross negligence by Tracefy. However, Tracefy is not liable for damages caused by intent or deliberate recklessness of non-managerial staff and third parties engaged by Tracefy.
22.11 Article 22 remains in effect after termination of the agreement (by giving notice or termination).   

22.12 If Customer or end user has a tracking subscription, we will search for a maximum of 48 hours after reporting theft. We give no guarantee that we will find the bicycle. After 48 hours, we stop searching.

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 Conditions, force majeure means, besides 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 supplied 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 (fully or partially) terminate the agreement, or to suspend its work, without being obligated to pay any damages to Customer or End user.

23.3 If Tracefy partially complied with its obligations with the commencement of the force majeure, it is entitled to invoice the part that has already been performed and/or that can be performed separately, and Customer is obligated to pay this invoice as if it where a separate agreement.

24. Transfer, changes and additions of the agreement

24.1 Neither party shall be entitled to transfer the rights and obligations under the agreement without the written consent of the other party. Amendments and additions to this agreement shall only be valid if agreed in writing between the parties.
24.2 To the extent permitted by law, Tracefy is at all times entitled to change the

content of the Services, the rates as well as these General Conditions unilaterally

amend. Amendments will enter into force on the date of their publication on the website or the

portal, unless otherwise indicated, and do the General Terms and Conditions applicable up to that time

and/or rates expire. Amendments to the General Terms and Conditions also apply in respect of

current agreements. Only if the Customer is entitled to do so under mandatory law, the Customer may terminate the agreement subject to 30 days' notice, if he does not wish to accept a change applicable to him, unless the change is only a minor one 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 Suspension or cessation of service and/or disabling of a

Product does not release the Customer from his obligation to pay the outstanding invoice(s)

To Tracefy.
25.3 If Tracefy uses its right of suspension, no right to compensation or restitution 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 provided to Tracefy with the conclusion of the agreement, parties will specify in consultation and in writing what software will be developed and the way in which this will take place. Tracefy will develop the software with care based on the information to be provided by Customer. Customer ensures the accuracy, completeness, and consistency of this information. If parties agreed to use a development method that is characterized by the fact that the design and/or the development of parts of the software is subject to a further prioritization, to be determined during the fulfillment of the agreement, this prioritization will take place in consultation between parties.

26.2 Tracefy is entitled, but not obligated, to examine the accuracy, completeness, or consistency of the information, specifications, or designs it was provided, and can suspend the agreed work if it finds any inadequacies until Customer has solved this.

26.3 Customer is only entitled to use the software in its own company or organization. The source code of the software, and the technical documentation created with the development of the software can be made available to Customer, if and insofar as this is expressly agreed in writing, in which case Customer will be entitled to make changes to this software. In the event that Tracefy can be obligated judicially to provide the source code and/or technical documentation to Customer, Tracefy is entitled to charge a reasonable fee for this.

26.4 The right of use of applications and software is not transferable. The Customer is not allowed to sell, rent out, sub-licence, alienate or grant limited rights to the software and carriers on which it is recorded, or make the software available to a third party in any way or for any purpose whatsoever, give a third party remote or non-remote access to the software or 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 change the software other than in the context of repairing  of errors. Customer shall not use the software in the context of processing 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 toCustomer, not even if Customer is willing to make these available to third parties.

make available a financial payment. Customer acknowledges that the source code is confidential in nature and contains Tracefy's trade secrets.

26.5 Tracefy is not liable for any inaccuracies and/or flaws in the security of the data that is stored.

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 expressly agreed otherwise in writing.

27.2 Customer will assemble the hardware itself on the production location and make it user-ready for application in the vehicle.

27.3 Warranty. Tracefy guarantees hardware for one year from the date of invoice.

If the hardware module does not work, Customer will be sent a new one within one year from the invoice date of the module. Tracefy will deliver replacement hardware to Customer within four works after written notification of defect. Customer takes care of the replacement of the module himself and is obliged to return the non-working module to Tracefy within four weeks after receipt of the replacement module.

27.4 Tracefy does not guarantee 100% hardware accuracy;  there can always be a deviation in it due to interference factors.

27.5 The Tracefy Solo LoRa tracker may not be resold. When selling the vehicle, the hardware must always be replaced or deactivated. This is in connection with the warranty and Kiwa certification.

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 On all agreement and General Terms and Conditions is  Dutch law applies.

28.2 Any disputes connected to and/or arising from this will be submitted to the authorized court in The Hague.

29. Location of these General Conditions

29.1 These General Terms and Conditions can also be found and downloaded via the Tracefy B.V. website :


Last updated and effective as of 03-2024