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 delivered to Customer by Tracefy B.V. (“Tracefy”), as well as all offers and agreements for which these General Conditions were 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
Website: www.tracefy.com

3. Definitions

General Conditions: these general conditions, including any attachments.

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 person or legal entity who/that uses 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 to Customer by Tracefy, including the hardware / GPS Tracker equipped with (among others) different (location) sensors.

Unauthorized use: this includes improper or incorrect use of Products; circumventing or removing technical protections or user restrictions of the Products and/or Services; using parts or other products that are not suitable for the power of the Products; charging (or attempting to charge) unsuitable or defective vehicles or other items; using a Product or other item other than listed in the (safety) instructions of Tracefy, the (safety) instructions or the applicable legal (safety and other) instructions; as well as any other act by or omission of Customer or End user causing damage, including, but not limited to, copying, changing, merging, supplementing, reverse engineering, reverse assembling, decompiling, disassembling of, or getting unauthorized access to the Products, or use these in such a way that the performance of the Products and/or other systems used by Tracefy deteriorate, are disrupted, or become or are accessible in an unauthorized way.

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 specifics provided by Tracefy in terms of quantities, options and prices have been prepared with great care. Tracefy cannot exclude possible deviations and therefore cannot provide a guarantee in this regard.

5.4 Tracefy is not bound by verbal promises or agreements by its employees. Tracefy is also not bound by offers that contain an apparent mistake, such as an incorrect price or other incorrect description.

6. Commencement of the agreement

An agreement is concluded on the day that Customer confirms the offer of Tracefy. This needs to take place within 14 days after the offer was made. If this period is exceeded, Tracefy is entitled to change the amounts or completion time.

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 Customer needs to inform Tracefy in writing if no delivery took place and needs to provide Tracefy a term of thirty (30) days to 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 charge for extra additions, hardware, tests, meetings and/or fulfillment that take place at the request of Customer.

9. Fulfillment

9.1 Tracefy will fulfill the agreement to its best insight and ability. Tracefy cannot guarantee that the result desired by Customer will be achieved. Tracefy does not give any guarantee on its products and (or) services (so also no guarantee regarding any defects in the E-bike system that could have possibly arisen due to Tracefy’s GPS Tracker).

9.2 Tracefy is entitled to subcontract certain work to external parties.

9.3 Customer is obligated to provide all information necessary to carry out the agreement to Tracefy in a timely manner. The necessity of information is expressed in Tracefy’s request to Customer to provide this information or follows from the nature of the information of which Customer should reasonably understand that these are necessary to carry out the agreement. Customer is responsible for the accuracy and completeness of the information it provides. If the required information is not available to Customer on time, Tracefy reserves the right to terminate the fulfillment of the agreement temporarily or permanently. A delay caused by the late delivery of information by Customer leads to costs that will be invoiced by Tracefy to Customer according to Tracefy's regular 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 transfer of title Customer is not, other than in ordinary course of its business and the normal use of the Products, authorized to sell, deliver or otherwise dispose of the Products or to encumber the Products with security interests.

10.3 Tracefy is entitled to take back the Products that were supplied subject to retention of title and are still with Customer, if Customer does not take care of timely payment of the invoices or has (imminent) payment difficulties. Customer will provide Tracefy free access to its Products at all times in order to inspect them and/or exercise Tracefy’s rights.

11. Nonconformity

11.1 Customer, not being a Consumer, is obligated to immediately inspect the delivered Product upon receipt. If it turns out that a delivered Product is incorrect, faulty, or incomplete, Customer will report these defects immediately (prior to sending it back to Tracefy), but no later than 48 hours after receipt, via support@tracefy.com, at the risk of forfeiting any nonconformity claim and corresponding rights. support@tracefy.com on pain of forfeiture of the claim to non-conformity and associated rights.

11.2 The Product needs to be returned in the original packaging (including accessories and relevant documents), in new condition, and to the address provided for this purpose by Tracefy to Customer.

11.3 If the Products are put or given into use, damaged and/or resold, the nonconformity claim, and corresponding rights are forfeited.

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. Customer installed, repaired and/or modified the Product itself and/or had the Product installed repaired and/or modified by third parties;
C. The Product was subjected to abnormal circumstances or was otherwise treated carelessly, or in violation with Tracefy’s instructions and/or instructions for use on the packaging; or
D. The faultiness of the Product is fully or partially the result of (new) regulations set by the government with respect to the nature or the quality of the material 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 Customer needs to use the Products and Services with due care, in accordance with the safety instructions or other instructions provided by Tracefy and to abstain from any unauthorized use.

12.2 Customer and/or End user needs to ensure that the used peripheral equipment (including mobile telephones and computers) and connections are secured sufficiently when they are used with the Products and Services, i.e. against viruses and unauthorized use by third parties.

12.3 If the Services are operated using the necessary communication infrastructure (public or otherwise), networks, software, including but not limited to (mobile) Internet connections, Tracefy provides no guarantee whatsoever and shall not be liable for damages resulting from faults 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.

13.2 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 Customer or End user caused damage to a GPS Tracker.

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 Parties have a duty to maintain confidentiality with respect to all confidential information, concepts, formats, or ideas acquired from each other or another source in the framework of the agreement, irrespective if this is provided in writing or orally and received from anybody. Information is considered to be confidential if the other party has stated that this is the case, or if this ensues from the nature of the information. Concepts, formats, and ideas are always considered to be confidential.

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 copyrights, trademark rights, database rights, and patent rights) contained in the Products and/or Services remain the property of Tracefy and/or its licensors. Tracefy is entitled, in the framework of the delivery of the Products and/or Services, to use or develop products, materials and methodologies that contain data provided by Customer or information derived from that, which will then fall under Tracefy’s property rights. Customer needs to refrain from infringing the intellectual property rights and other rights of Tracefy.

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. Copy, or attempt to copy, change, reproduce, reverse engineer, disassemble and/or decompile the source code and/or programs and/or software made available by or on behalf of Tracefy, the design of the Product, or the composition of any (part of a) Product or documents, unless this is legally allowed; 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 Customer is in default without a demand being required after the final payment term of 14 days after the invoice date has expired. Customer is in default from that date and owes interest on the payable amount of 1% per month, unless the legal interest is higher, in which case the legal interest applies, from the moment of the default.

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 damages (including consequential damages, loss of profit, lost savings, reduced goodwill, damage due to business interruption, reputational damage, damage of third parties, deterioration or loss of data, goods, material or software of third parties) is expressly excluded in all cases.

22.2 Tracefy is never liable for damages suffered by Customer caused by:
a) errors in Services, work, advice, materials, automated files provided by Tracefy;
b) faulty products of Tracefy;
c) data and reports and data to be provided by Customer no longer being available and/or not being available on time;
e) due to a failure of the electronic services of Tracefy and of third parties,
e) Failure of the electronic services of Tracefy and third parties, such as providers, network operators or other telecommunication networks, and a breach of the obligations of the suppliers of Tracefy;
f) a faulty and/or slow and/or not working and/or technically faulty internet connection of Customer;
g) a breach by Customer of the obligations, guarantees or statements mentioned in the agreement or these General 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 regarding the compensation of damages need to be submitted by Customer within 10 business days after the day on which Customer observed the damage or shortcoming or could reasonably have observed this, via email: support@tracefy.com, at the risk of forfeiting these claims. support@tracefy.com The customer is obliged to report the number of times that he has done so, on pain of forfeiture of these claims.

21.5 Tracefy's advice is given to the best of its knowledge. Any liability for advice given by Tracefy is explicitly excluded. Advice given does not under any circumstances release the Customer from the obligation to carry out its own research into the suitability of the goods to be supplied and/or services to be rendered 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 Customer enters into an agreement with Tracefy and Customer makes the Products and/or Services in any way available to third parties, including End users, Customer indemnifies Tracefy upon first request against any liability for damage, claims, and actions ensuing from the relationship between Customer and a third party, including an End user.

22.8 Tracefy is not liable in any way for the damage that ensues from any act by or omission of Customer in violation of a provision of these General Conditions. Customer is liable towards Tracefy for damage as a result of acts and/or omissions in violation of statutory and/or contractual provisions, including these General Conditions.

22.9 Insofar as permitted by law, Tracefy is not liable for damages to Customer or third parties caused by Tracefy’s employees and/or third parties engaged by Tracefy. The limitation of liability in this article also applies with respect to third parties engaged by Tracefy for the execution of the Agreement, as well as 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).

23. Force majeure

23.1 Tracefy is not liable in the event of force majeure and is not obliged to perform any obligation in the event of force majeure. In addition to what is defined in legislation and jurisprudence, in these General Conditions force majeure shall mean all external causes, foreseen and unforeseen, that cannot be influenced by Tracefy, but that results in Tracefy not being able to comply with its obligations. In any case, force majeure will include: delay in performance or breach of contract by suppliers and/or other third parties engaged by Tracefy, internet disruptions, electricity disruptions, email traffic disruptions and disruptions or changes in technology delivered by third parties, transport possibilities, strikes, government measures, supply delays, negligence of manufacturers as well as agents, ill staff, and disruptions of instruments or transport means, as well as any other circumstance that hinders 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 is entitled to transfer the rights and obligations from this agreement without the written consent of the other party. Changes and additions to this agreement are only valid if agreed between parties in writing.

24.2 Insofar as permitted by law, Tracefy is entitled at all times to unilaterally change the content of the Services, rates, as well as these General Conditions. Changes take effect on the date of publication on the website or the portal, unless indicated otherwise, and cancel the General Conditions and/or rates that were effective until then. Changes in the General Conditions also apply with respect to current agreements. Only if Customer is entitled to this pursuant to mandatory provisions, Customer can terminate the agreement with observing a notice period of 30 days, if it does not want to accept a change applicable to Customer, unless the change concerns a small change in the General Conditions.

25. Suspension

25.1 Insofar as permitted by law, Tracefy is entitled at all times to suspend or interrupt its obligation with respect to the Product and/or Services if Customer does not fulfill its obligations. Any resumption of Tracefy’s performance will only take place after Customer fully fulfilled its obligations, including payment of extra costs incurred by Tracefy.

25.2 Suspension or discontinuation of the services and/or disabling a Product does not release Customer from its 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 Insofar as legally allowed, and unless expressly agreed otherwise, any right to suspension and/or set-off and/or retention by 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 user right of applications and software is not transferable. Customer is not allowed to sell, lease, sublicense, or dispose software and carriers of this software, or to create a limited right to this or to make this available to a third party in any way or for any purpose whatsoever, or to give a third party access (whether or not remote) to the software, or to have a third party act as a host, also not if the third party concerned only uses the software for the benefit of Customer. Customer will not change the software, other than in the framework of correcting errors. Customer will not use the software in the framework of processing data for the benefit of third parties (‘time-sharing’). The source code of the software and the technical documentation created with the development of the software are not made available to Customer, also not if Customer is willing to pay for this. Costumer acknowledges that the source code is confidential and that this contains trade secrets of Tracefy.

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 delivers the hardware, advice, and relevant specifications that allows Customer to make its vehicles suitable for building in 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 Guarantee. Tracefy provides a one-year guarantee on the hardware, after the date of the activation of the hardware. If the hardware module does not work within one year after the invoice date of the module Customer is entitled to receive a new one. Tracefy will deliver replacement hardware to Customer within four weeks after a written notification of the defective hardware. Customer will replace the module itself and is obligated to return the defective module to Tracefy within four weeks after receipt of the replacement module.

27.4 Tracefy does not guarantee 100% accuracy of the GPS device; small deviations are possible because of different malfunction causes.

28. Applicable law

28.1 Dutch law applies to all agreements and General Conditions.

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 Conditions can also be found and can be downloaded on the website of Tracefy B.V. : http://www.tracefy.com/leveringsvoorwaarden

Version

Last updated and effective as of 07-2022

Tamara Scholte 5 months ago

We have a GPS Tracker from Tracefy in our cargo bike. We really like knowing where our bike is anytime, anywhere, all the...Read more...

Kick Fakkeldij 5 months ago

We are very satisfied with Tracefy's help in recovering my Huijser electric bike, We were quickly called by the police Almere we...Read more...

Mr. Lomin 2 months ago

Found my stolen bike in a shed which I was able to collect from the police station nearby the next day. REALLY BIZAR! Very fine and...Read more...

Kim K one month ago

We have been using Tracefy for 2 years now and are very satisfied. The app is easy to use and we check it often when we...Read more...

Patricia Oukes 3 weeks ago

My tracefy no longer indicated the trips. Called first reset. And again after a few times no rides indicated. Called again, went to sort it out and...Read more...