General Terms and Conditions
General Terms and Conditions of Delivery and Services of Spotter B.V. (hereinafter: the “General Terms and Conditions”)
- General provisions
- Offers and conclusion of Agreements
- Change of address or name
- SIM Card and Tracker
- System codes
- Use of the Services
- Duration of the Services
- Delivery and delivery time
- Defects and time limit for submitting a complaint
- Right of termination
- Invoking the guarantee
- Force majeure
- Risk of storing information
- Contract takeover
- Confidential data and privacy
- Intellectual property
In these General Terms and Conditions, the following terms are defined as stated below:
Spotter: Spotter B.V., having its registered office at Leeuwenhoekweg 20c, 2661 CZ Bergschenhoek, the Netherlands.
Purchaser: A natural person or legal entity who/that has or that enters into a contractual relationship with Spotter.
Consumer-Purchaser: A natural person, not acting in the exercise of a profession or business, who has or who enters into a contractual relationship with Spotter.
Products: The subject of one or more Agreements.
Trackers: Track and Trace hardware sold by Spotter under any brand name.
Supplier: The provider of Products or Services of or via Spotter.
Other Party: Any natural person or legal entity with whom Spotter enters into an Agreement or negotiates the conclusion of an Agreement, or to whom Spotter makes an offer or performs a delivery or provides any other performance.
Services: All activities, whether or not via a third party and in whatever form and manner, performed by Spotter for or on behalf of the Other Party, the Purchaser and the Consumer-Purchaser, including Services, facilities and the transport of telecommunications traffic provided by Spotter to the Other Party, the Purchaser and/or the Consumer-Purchaser.
Network: The network of the telecom provider that Spotter works together with.
Agreement: An Agreement for the provision of Services and/or Products by Spotter to the Other Party. The price list and the General Terms and Conditions are part of the Agreement.
Spotter Customer Service: Spotter Customer Service is available to the Other Party to answer questions about Spotter, either in writing to Spotter or by e-mail to: email@example.com
Connection: The option of using equipment of Spotter for the Services.
Content: Products offered by Spotter or third parties via or in connection with the Services or additional Services, which may include text, sound, data and/or software applications.
Content Services: The Services by which Spotter provides the Purchaser with access to Content.
2.1 These General Terms and Conditions apply to all Agreements, requests, quotes and deliveries to, and the conclusion of Agreements with the Other Parties concerning the delivery and purchase of the Services, insofar as the parties have not explicitly deviated from these General Terms and Conditions in writing. These General Terms and Conditions also apply to all Agreements with Spotter that require the involvement of third parties for their conclusion and implementation, as well as to all actions, including legal acts, that reasonably precede this.
2.2 One or more provisions of these General Terms and Conditions may only be deviated from if expressly agreed in writing. The other provisions of these General Terms and Conditions will, in such case, remain in full force.
2.3 General terms and conditions used by the Other Party are not applicable, unless agreed explicitly by Spotter in writing.
- By using websites of Spotter and/or placing an order, the Other Party accepts these General Terms and Conditions of Spotter.
- Spotter is authorised to make use of third parties when implementing an Agreement with the Other Party.
- The Other Party may make use of additional Services offered by Spotter. These General Terms and Conditions apply to these additional Services unless otherwise indicated in the Product description of the relevant additional Service. Additional Services may also be subject to additional terms and conditions.
- In the case of inconsistency between the oral and written statements of Spotter, the written statements of Spotter will prevail.
- These General Terms and Conditions are filed with the Chamber of Commerce in The Hague, the Netherlands. These General Terms and Conditions are also published on the website of Spotter.
- Offers or price quotes should be regarded as an invitation to potential Purchasers to make a purchase. Spotter is in no way bound by such offers or price quotes, unless this has been unambiguously stated in writing. Acceptance of the invitation to make a purchase will only lead to the conclusion of an Agreement if the other provisions of this Article have been complied with.
- Offers are valid while stocks last.
- A purchase is deemed to have been made by a potential Purchaser if the potential Purchaser has explicitly stated which Product and/or Services it wants to receive and has placed the order via the website of Spotter or a Reseller, and this order has been received by Spotter.
- An Agreement is concluded at the moment the order is placed on the website of Spotter or the Reseller, and payment is made electronically or by signing a document provided by Spotter.
- The Purchaser and Spotter expressly agree that a valid Agreement is formed by using electronic forms of communication. In particular, the lack of signatures does not affect the binding force of the offer and its acceptance.
- The provision of information, images, announcements, etc. concerning all offers and the most important features of the Products is as accurate as possible. However, Spotter does not guarantee that all offers and Products are in complete accordance with the information provided. Deviations cannot, in principle, give rise to compensation and/or termination of the Agreement.
- Spotter is entitled to adjust the rates it charges for its Services.
- Offers or quotes do not automatically apply to repeat orders.
- The Other Party must inform Spotter in writing 14 days before a change of address or contact details, such as e-mail addresses, takes effect. The Other Party will be liable for any consequences of the failure to notify Spotter of such change on time.
- If the Other Party is a legal entity, it is also obliged to inform Spotter in writing of any relevant business change, such as a name change or change of legal form.
- The hardware provided by Spotter to the Other Party contains a SIM chip. This SIM chip is and remains the property of Spotter B.V.
- The system code of the Other Party is determined by Spotter.
- The Other Party may not claim the retention of any particular system code, subject to the applicable regulations and the elaboration by Spotter.
- Spotter is entitled to change this system code if it considers this necessary, for example in the interest of the proper functioning of the Services or Network or because of regulations. Spotter will take reasonable account of the interests of the Other Party.
- Unless explicitly stated otherwise, all prices are expressed in Euros in accordance with the relevant statutory regulations and include turnover tax.
- The Purchaser will owe Spotter the price announced to it by Spotter, in accordance with the provisions of Article 3 of these General Terms and Conditions. Spotter may correct apparent handling errors in the price quote, such as obvious inaccuracies, after the Agreement has been concluded.
- Delivery charges are not included in the price.
- Spotter is entitled to change its rates for the Service. Changes will be announced by Spotter in advance, including on its website. The Other Party can also request the current rates from Spotter Customer Service via firstname.lastname@example.org
- The following methods may be used to pay for orders via the website of Spotter: iDeal, credit card. Spotter may expand these payment options in the future. Other payment options will be made available on the website.
- If a credit card is used as the method of payment, the terms and conditions of the relevant card issuer will apply. Spotter is not a party to the relationship between the Purchaser and the card issuer.
- If a payment method via Klarna is chosen, the Purchaser agrees that personal data and information about the order will be forwarded to Klarna in accordance with the privacy guidelines of Klarna https://www.klarna.com/international/privacy-policy/.
- If, after the Agreement has been concluded, it transpires that the payment made by the Purchaser has been cancelled by the Purchaser or a third party, this will result in an immediately payable claim by Spotter against the Purchaser.
- In the event of late payment, in addition to the statutory interest, the Purchaser will also be liable for all judicial and extrajudicial costs, of any kind whatsoever, incurred by Spotter as a result of the failure of the Purchaser to fulfil its obligations.
- In the event of late payment, Spotter is entitled to dissolve the Agreement extrajudicially with immediate effect or to suspend further delivery of the Products until the Purchaser has fulfilled its payment obligations in full, including payment of interest and costs due.
- If the order is not placed via the website, payment must be made within a period specified by Spotter in the invoice and in the manner specified by Spotter. Unless otherwise agreed, payment will be made by bank transfer within 14 days of the date of the invoice to the bank account of Spotter stated on the invoice.
- All payments must be made no later than the last day of the agreed payment period.
- Any reliance by the Other Party on setoff with a claim against Spotter is excluded.
- The Other Party must comply with any requirements that are or may be imposed for reasonable use of the Services and additional Services.
- It is possible to phone the Tracker of Spotter. The caller will then be charged for the call. Because the Tracker uses an international SIM card, the costs of the roaming rate are charged to the caller. These roaming rate charges can be found on the website of the provider chosen by the caller.
- Spotter has chosen to use an international SIM card in order to optimise the functionality of the Tracker. As a result, the Tracker will always choose the most optimal Telecom network at that time. This means that the functionality of the Tracker is less affected by poor networks in certain locations in Europe.
- The Other Party can contact the Spotter Customer Service if it has any questions concerning the functioning of terminal equipment.
- Spotter may provide system codes for certain Services. The Other Party must secure these system codes against unauthorised access. The Other Party is responsible for any use made of the system codes. In the event of unauthorised use or a suspicion thereof, Spotter is entitled to block system codes immediately.
- The Network works by the spreading of signals. Since these signals can be disturbed by an external source and/or by atmospheric conditions and depend on the coverage of the Network, the quality of a connection cannot be guaranteed everywhere and at all times. Spotter does not provide any guarantee in this respect.
- Spotter may make changes regarding the countries and/or networks from which the use of the Tracker is possible. The Other Party may use the network or networks indicated for a particular country, subject to the possibilities for use, the quality features and the regulations applicable to the country or network concerned. Spotter does not guarantee the quality of the network concerned.
- The Agreement is entered into for a specific period with regard to the Services. This period may be three months, six months or one year. The duration depends on which option the Other Party selects on the website of Spotter. The Services are payable in advance for the period of three months, six months or one year chosen by the Other Party on the website. After this period has expired, the Other Party may choose new Services for a specific period. After choosing and paying for these new Services, the Services are then continued for a fixed period of time. If new Services are not chosen and paid for in advance, Spotter will suspend the Services. If Services are subsequently chosen and paid for, Spotter will reactivate the Services immediately after receiving payment. Activation will take place within two working days after Spotter has received payment for the Services.
- If no Services have been paid for a period of 12 months or more, Spotter may decide not to reactivate the Services.
- Orders for the Services are delivered as quickly as possible. In principle, Spotter aims to activate the Services within two working days once payment has been received.
- Stated delivery times and deadlines can never be regarded as strict deadlines, unless explicitly agreed otherwise in writing.
12. Defects and time limit for submitting a complaint
- The Purchaser is obliged to carefully inspect the Products or have them inspected immediately upon receipt. The Purchaser must notify Spotter if it has any complaints about observable defects in the Product or delivery within four days of delivery, by sending an e-mail to email@example.com.
- The Purchaser, who is not a Consumer-Purchaser, is not entitled to return Products for which there is no justified complaint. If this nevertheless occurs without valid reasons, all costs associated with the return will be borne by the Purchaser. In this case, Spotter is free to store the Products with third parties at the expense and risk of the Purchaser.
- The Consumer-Purchaser may exercise its right to terminate the Agreement within 14 working days of delivery of the Product without penalty and without giving reasons, by sending an e-mail to firstname.lastname@example.org. The right to terminate the Agreement may only be claimed, after consultation with Spotter, if the Product and its packaging are in the original, complete and undamaged condition. All enclosed documentation, guarantee certificates and packaging materials must be enclosed with the return shipment.
- In the event of the termination of the Agreement, the Consumer-Purchaser is obliged to return the received Product to Spotter within 14 days of the termination in the condition in which the Consumer-Purchaser received the Product. The costs of returning the Product are payable by the Consumer-Purchaser.
- Spotter is never liable for any damage, including theft or loss, caused to the packaging or the Product when it is returned.
- The Consumer-Purchaser agrees that the Services will be activated immediately after ordering. The right to terminate the Agreement only applies to the unused Services.
- The Purchaser, who is not a Consumer-Purchaser, is not entitled to terminate the Agreement.
- Spotter is never be obliged to pay any compensation to the Purchaser or others, unless there is intent or gross negligence on its part. Spotter does not accept any liability for consequential or commercial damage, indirect damage and loss of profit or turnover.
- If Spotter, for any reason, is obliged to compensate any damage, this compensation will not exceed an amount equal to the invoice value of the Product or Services that caused the damage.
- In all cases, the period within which a claim for damage can be made against Spotter will be limited to six months, starting from the moment that the damage is ascertained.
- Spotter is never liable for damage resulting from any defect, including bugs in the software and/or hardware used by Spotter. The issue of whether there is a defect/bug is at the sole discretion of Spotter.
- On its website, Spotter may include links to other internet sites that may be interesting or informative for the visitor. Such links are purely informative. Spotter is not responsible for the content of these links.
- The functioning of the Product is partly dependent on infrastructures such as GPS, GSM connection and internet connections which are beyond the control of Spotter. Spotter is not responsible for the proper and undisturbed functioning of these infrastructures and the peripheral equipment used, or for the failure or unavailability of its system or for the possible consequences of this.
- Spotter is not liable for any damage caused by the temporary or permanent unavailability of the ordering options, or the unavailability or removal of data from the website due to maintenance or otherwise.
- The Purchaser will not use the Product to commit criminal offences and/or unlawful acts, or to cause damage to others/third parties, and the Purchaser will indemnify Spotter in this regard.
- In the case of misuse of a particular Tracker, Spotter reserves the right to block the corresponding SIM card at any time.
- The guarantee period for the hardware is 24 months. The guarantee period will commence from the moment the hardware is delivered.
- If, at the time of delivery, visible faults, imperfections and/or defects in the materials used or in the delivered Products are present, Spotter will – at its discretion – repair or replace these Products free of charge within the guarantee period.
- Spotter guarantees that the delivered Products possess the features that are necessary for normal use.
- There is no guarantee on the hardware if:
- there is normal wear and tear, solely at the discretion of Spotter;
- changes have been made to the Product, including repairs that have not been carried out with the permission of Spotter;
- the original invoice cannot be produced, has been changed or is illegible;
- the defects are the result of improper or injudicious use;
- the damage is caused by intent, gross negligence or negligent maintenance;
- connecting plugs, connectors or wiring are damaged and/or have been changed.
- If the guarantee referred to in Article 15 is invoked, the Other Party should visit the ‘Guarantee’ page on the website of Spotter. This page contains a list of questions for the Other Party to answer. Depending on the answers to these questions, Spotter will send the Other Party an envelope to use to return the Tracker to Spotter at the expense of Spotter. Spotter will then examine the Tracker and either repair the Tracker or send the Other Party a new Tracker.
- In the event of force majeure, Spotter is not obliged to fulfil its obligations towards the Purchaser. Spotter is entitled to suspend its obligations for the duration of the force majeure.
- Force majeure means any circumstance beyond its control which wholly or partly prevents the fulfilment of its obligations towards the Purchaser. Such circumstances include strikes, fires, business disturbances, energy failures, failures in a communication network or connection or used communication systems and/or the unavailability of the internet site at any time, non-delivery or late delivery by Suppliers or other third parties engaged and the absence of any permit to be obtained from the government.
- Spotter provides its Services via the Spotter website and strives for an optimal service, but cannot guarantee that the Services will be free of errors or interruptions. Services provided by Spotter may be disrupted by external factors beyond the control of Spotter. Partly because of this, Spotter cannot guarantee the quality or the use of the Services.
- Spotter may at any time modify, suspend or withdraw the Services or parts thereof if this is necessary to maintain or protect the Services, solely at the discretion of Spotter. This will also include temporary interruption of the Services in order to perform maintenance, which will be announced in advance, unless the interruption is so short or limited that advance notice cannot reasonably be given.
- Spotter is dependent on third parties for the provision of its Services, such as the Suppliers of the hardware, the network of the mobile operator and the availability and quality of the GPS system, which is sensitive to environmental factors. Although Spotter chooses its partners with care, Spotter is never liable to the Other Party or a third party for any damage suffered or incurred by the Other Party or a third party due to defects in the Products and Services of these third parties.
- In order to use the services of Spotter, the Other Party needs access to the section of the website specifically reserved for the Other Party by using a unique login name in combination with a personal system code. Spotter will make every effort and take the necessary security measures to ensure that access to the part of the website specifically reserved for the Other Party is only possible through the use of the login name and system code chosen by the Other Party. The Other Party is responsible for keeping the system code used by it secret.
- All data relating to the Services on the part of the website reserved for the Other Party are the property of the Other Party and are at its expense and risk. Spotter will only use these data in the context of improving its provision of Services to the Other Party and to its Services in general.
- Insofar as personal data are processed on the part of the website reserved for the Other Party, this is also done entirely at the expense and risk of the Other Party. The Other Party will indemnify Spotter against any third party claims in this regard.
- Spotter undertakes to store the data and information originating from the Other Party carefully. Spotter will be deemed to have fulfilled this obligation, subject to evidence to the contrary.
- The reports or data generated on the basis of Products delivered by Spotter may contain imperfections. This may be due to, among other things, no (full) GPS coverage, no (full) GSM/GPRS/UMTS coverage, irregularities in the power supply of the object in which the Products are mounted, irregularities with the internet provider of Spotter or of the Other Party, or irregularities in the local equipment used by the Other Party to access the internet.
- The Other Party bears the risk of damage or loss of data or information stored by Spotter or third parties, or inadequacies in the reports or data, unless the damage or loss is due to gross negligence and/or intent on the part of Spotter.
- The rights and obligations arising from the Agreement cannot be transferred by the Other Party to a third party without the prior written consent of Spotter.
- The Other Party consents and cooperates in advance with full transfer of the rights and obligations of Spotter under the Agreement to a third party, insofar as the transfer is necessary in the context of a business takeover by Spotter, provided that Spotter or the third party guarantees fulfilment of what has been agreed with the Other Party.
- By agreeing to these General Terms and Conditions, the Purchaser allows Spotter to record his or her personal data which the Purchaser has entered on the Spotter website and/or online portal.
- Each Party warrants that all information received from the other Party that is known or should be known to be confidential in nature will remain secret, unless a legal obligation mandates disclosure of that information.
- The Purchaser will indemnify Spotter against claims by persons whose personal data are recorded or processed in connection with personal data records held by the Purchaser or for which the Purchaser is otherwise responsible by law.
- The personal data collected by Spotter will only be used by Spotter for the purposes specified in the notification to the Dutch Data Protection Authority (Autoriteit Persoonsgegevens) in The Hague, the Netherlands. The purpose of all processing of personal data is to enable the following activities to be carried out:
- a) assessing the application for activation of a Service;
- b) analysing the use of the Network;
- c) expanding turnover and customer base by actively approaching an Other Party with offers for Products and Services;
- d) preventing fraud and promoting the continuity of Spotter;
- e) the fulfilment of legal obligations.
- The personal data will be processed by Spotter in accordance with the law and in a proper and careful way. Personal data will not be retained longer than necessary for the fulfilment of the aforementioned purposes.
- The personal data collected by Spotter will not be processed further in a way that is incompatible with the purposes for which they were collected. In any case, the data will be processed further:
- a) in the context of specific invoices, unless a method of depersonalisation by masking is offered by Spotter and has been agreed with the Other Party;
- b) for the purpose of marketing products that are related to the Products of Spotter, unless the Other Party has objected to this form of processing;
- c) for the purpose of the processing of personal data of an Other Party whose Services have been suspended due to late payment or an Other Party that has seriously damaged or attempted to damage Spotter.
- The Purchaser explicitly recognises that all intellectual property rights of displayed information, announcements or other communications concerning the Products and/or the internet site belong to Spotter, its Suppliers or other entitled parties.
- Intellectual property rights are understood to mean patent, copyright, trademark, drawing and model rights and/or other intellectual property rights, including technical and/or commercial know-how, methods and concepts, whether patentable or not.
- The Purchaser is prohibited from using and/or making changes to the intellectual property rights as described in this article, such as reproduction without the express prior written consent of Spotter, its Suppliers or other entitled parties, unless it only concerns private use of the Product itself.
23. Applicable law and competent court
- Dutch law applies exclusively to all offers and Agreements.
- The applicability of the Vienna Convention on Contracts for the International Sale of Goods (Weens Koopverdrag) is expressly excluded.
- All disputes related to or arising from offers made by Spotter, or Agreements entered into with it, will be submitted to the competent court in Rotterdam, the Netherlands.
24. Final provisions
- Please send all correspondence concerning an Agreement or these General Terms and Conditions to email@example.com as indicated on the website.
- Spotter aims to respond to messages received within two working days.
- Spotter has its registered office in the Netherlands and is registered at the Chamber of Commerce in The Hague, the Netherlands.
- The above-mentioned General Terms and Conditions of Delivery and Services of Spotter B.V. take effect on the day of filing at the Chamber of Commerce in The Hague, the Netherlands. They should be stated as follows: General Terms and Conditions of Delivery and Services of Spotter B.V., Bergschenhoek, the Netherlands.