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General Terms and Conditions for Web Sales

Vehco General Terms and Conditions

These General Terms and Conditions shall govern Vehco AB´s, including all companies and entities ultimately owned and/or controlled, directly or indirectly, by Vehco AB, delivery of Products and related Services. The Services may include installation, training, maintenance, applications and any other services related to the delivery of the Product. These General Terms and Conditions constitute an appendix to an Agreement entered into by the parties. Conditions deviating from these General Terms and Conditions shall not be deemed valid unless Supplier has confirmed them expressly in writing. In the event of a conflict between the Agreement, including any appendices thereto, and these General Terms and Conditions, such Agreement and appendices shall have priority.                                                                                              

1 Definitions                                                                                                                             

“Agreed Specifications” means the agreed scope of the delivery, as well as functional and other requirements specified below:

a) the delivery requirements specifically agreed upon by the parties,

b) product description of the Product and the Service included in the Delivery as issued by or on behalf of the supplier or used in marketing at the time of execution of the Agreement; or

c) generally applied norms for corresponding supplies.

In case of a conflict between a), b) and c), these terms shall apply in their stated order.

“Agreement” means the agreement entered into between the parties together with the appendices thereto. 

“Customer” means any person who enters into an agreement with the Supplier regarding the purchase of the Products and Services or the rent, loan etc. of a Rental Object.

“Delivery” means the Products, Rental Object and Services to be delivered pursuant to the Agreement.

“Product(s)” means the hardware, network components, Software Product or other equipment to be delivered by the supplier pursuant to the Agreement. Products can either be bought,  rented or subscribed by the Customer from the Supplier, which means the term “Products” includes also Rental Object or Subscription Object.

“Service(s)” means services, such as installation, training, maintenance, M2M, applications or other services to be performed or made available by the supplier pursuant to the Agreement.

“Software Product(s)” means the standard software products to be delivered by the supplier pursuant to the Agreement.

“Subscription(s)” means the Customer’s subscription for the Supplier’s supply of Services.

“Supplier” means Vehco AB and/or any compnay and entity ultimately owned and/or controlled, directly or indirectly, by Vehco AB.

“Rental Object” and “Subscription Object” means Products that are rented, loaned, subscribed or leased by the Customer from the Supplier according to a rental, loan, subscription or lease contract, which could include an obligation of the Customer to pay rental fee, subscription fee or the equivalent for the Products.                                                                                                                                                           

2 Order and Delivery                                                                                                                                   

2.1 All orders shall be made in writing and are subject to acceptance by the Supplier. All orders are conditional on confirmed financial validation of the customer and the Supplier’s confirmation that delivery can be made to the vehicles referred to in the list of vehicles, which shall be provided by the customer.

2.2 The delivery date is the date on which the Product (including Software Product) is dispatched from the Supplier’s warehouse.

2.3 The Customer shall carry out agreed preparations and other steps necessary for installation in accordance with the Supplier’s instructions. Unless the Supplier has agreed to install the Product, the customer shall install the Product in accordance with the instructions provided by the Supplier.

2.4 Standard delivery terms include freight for order value exceeding 1000 €. For orders with lower value, the freight fee is 20 € per shipment.

2.5 Free trials and free subscriptions are provided by the Supplier without any obligations. Supplier can at any time discontinue or modify the delivery of Services based on free subscriptions. The Supplier also reserves the right to at any time introduce a limit on the number of subscriptions that can be offered as free to the Customer. If the Supplier chooses to discontinue a free trial the Supplier shall have the right to propose an upgrade to a premium version to the Customer.                                                                                                                           

3 Warranty for Product

3.1 The Supplier warrants that the Product shall be free of defects in materials and workmanship and that the Product will conform to the Agreed Specifications for a period of twelve (12) months from the date of delivery. If the Customer has entered into a rental agreement with the Supplier, the warranty for the rented products is extended to the full rental period.

When buying a unit with a battery, the warranty period is 3 months. When renting a unit with extended warranty, the warranty period for the battery is 3 months.

3.2 The supplier’s warranty will not apply to any Product with respect to which there has been

i)                          improper installation, storage or testing,

ii)                         failure to provide a suitable operating environment,

iii)                        use of the Product for purposes other than that for which it was designed,

iv)                        failure to monitor or operate the Product in accordance with the supplier’s specifications and good industry practice,

v)                         attachment or removal or alteration of any part of the Product without the prior written approval of the supplier,

vi)                        unusual mechanical, physical or electrical stress,

vii)                       modifications or repairs done by other than the supplier or a third party approved by the supplier,

viii)                      use of spare parts and consumables not approved by the supplier

ix)                        mishandling during transportation of the Product,

x)                         use of the Product with equipment, accessories or software that are not approved by the supplier, or

xi)                        any other abuse, misuse, neglect or accident.

3.3 In order to claim that the Product is faulty, the customer shall notify the supplier within thirty (30) days after discovering that the Product fails to conform to the warranty. In such notice the Customer shall specify the fault and its effects.

3.4 With the promptness required by the circumstances, the supplier shall, at its own cost and discretion, modify, repair or replace any Product found to be faulty according to the conditions of the warranty.  If the supplier is unable to modify, repair or replace a Product, then the Supplier shall, at the Supplier’s option, either refund the customer or credit to the customer’s account the purchase price for the defective Product less depreciation calculated on a straight-line basis.

3.5 Rectification of faults in the Software Product may take place through instructions regarding circumvention of the fault, which do not entail significant inconvenience for the customer.

3.6 Rectification of faults shall take place on the Supplier’s premises or at a service centre nominated by the Supplier. Provided that the Supplier has approved the return of the Product, the Supplier shall arrange, and defray the cost of, transport and bear the risk associated therewith.

3.7 The remedies set out herein shall be the Customer’s sole remedies if the Product is in breach of the warranty or otherwise faulty.

3. 8 For consumer products that are ordered through Vehco, the standard reparation and warranty conditions of the original manufacturer applies (e.g. Samsung).

3.9 If the Customer chooses to move Products installed in a vehicle to a different vehicle, a new cable kit shall be used to insure functionality and a proper installation. Such cable kit shall be ordered separately from the Supplier. If the Customer fails to adhere to this provision, the warranty will not apply on moved Products and the Supplier waives any liability for defects in moved Products.                                                                                      

4 Software Product                                                                                                                                      

4.1 The Supplier grants the Customer the right to use the Software Product specified in the Agreement in accordance with the terms and conditions of the Agreement.

4.2 The Customer may not modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software Product (except to the extent required to obtain interoperability with other independently created computer programs or as permitted by compulsory law).

4.3 Certain third-party software may be distributed to the customer together with the Software Product. Such third-party software is made available to the customer subject to the Customer’s acceptance of the end user license agreement that applies for the Customer’s use of such third-party software. The Supplier disclaims any liability whatsoever pertaining to any third-party software (e.g. for inaccuracy in respect of roads and map data).

4.4 The Customer may not, directly or indirectly, distribute, disclose, sell, rent, lease, sublicense, assign, for any reason whatsoever, all or part of the Software Product.                                                                                                          

5 Service

5.1 The Supplier will perform the Service with employees that are suitably qualified and skilled, and in a professional manner. The Supplier shall be entitled to engage sub-consultants for the performance of the Service.

5.2 The Supplier is responsible for ensuring that the Service is made available to the Customer as of the agreed commencement day. The content of the Service is listed in the Agreed Specification. Except where otherwise is agreed, the Supplier is not responsible for storage or back-up copying of the customer’s data.

5.3 The Supplier may, without giving prior notice to the customer, modify the Service, or change the way in which the Service is provided, if this can be reasonably supposed not to inconvenience the Customer. The Supplier may make other modifications to the Service or the way in which the Service is provided three (3) months after the Customer has been informed thereof. The Supplier’s modification shall not conflict with the Agreed Specifications for the Service.

5.4 The Customer is responsible for stating who is authorized to use the Service. The Customer shall immediately inform the supplier if a user is no longer authorized to have access to the Service.                                                                                       

5.5 The Customer is required to follow the instructions provided by the Supplier for use of the Service. The customer is responsible for the user’s use of the Service.

5.6 If there is a fault in the Service, the supplier shall rectify it as promptly as the circumstances require. The Supplier’s liability does not include faults that are of no significance for the intended use of the Service and that do not cause the customer any inconvenience.

5.7 Faults in the Service are corrected by means of a correction or by the provision of instruction on how to circumvent the fault. The Supplier shall only be liable for faults that are reported within one (1) month after the discovery of the fault.

5.8 The Supplier’s liability for faults in the Service does not include:

a) faults caused by changes or interference with the Service made by the Customer,

b) faults arising as a consequence of the fact that the customer did not provide correct information or selected test data, or provided erroneous or deficient system information,

c) external attack by viruses or other external sources, provided the Supplier has taken workmanlike action to protect the Service against such an attack,

d) faults caused by the Customer’s use of the Service with equipment, peripheral devices, or system software other than that prescribed by the supplier;

e) failure in communication means (e.g. Internet or telecommunication); or

f) other circumstances for which the customer or a third party is liable or in some other way is beyond the Supplier’s control.

5.9 If the Supplier is unable to correct the fault, then the Supplier shall, at the Supplier’s option, either refund to the Customer or credit to Customer’s account such part of the agreed price for the Service that corresponds to the failure. These remedies shall be Customer’s sole remedies in the event of a fault in the Service.                                                         

6 Subscription Contract

6.1 The Subscription shall start at the beginning of the calendar month following delivery of the Product.

6.2 The term of the contract, extension period and period of notice shall be stipulated in the Agreement. If no such term has been agreed, the initial subscription term shall be 48 months.

6.3 If not terminated six (6) months prior to the expiration of the initital term, the subscription term shall be extended for an indefinite term with a mutual right to terminate the subscription agreement upon six (6) months’ prior notice.

6.4 The Subscription contract shall cease at the end of the calendar month following expiry of the notice period. Notice of termination of the contract agreement shall be given in writing.

6.5 Vehco remains the owner of all equipments provided. If the Subscription contract is terminated, the Customer shall without delay return all Objects hardware according to the contract agreement. If such object is not returned, the Supplier may, without prejudice to any other rights the Supplier may have, charge the Customer a penalty fee corresponding to the value of each non-returned Object.

6.6 If the Customer fails to pay agreed subscription, Vehco is allowed to suspend services unilaterally

6.7 Service Level Agreement “Bronze” is included by default in all Subscription contract. It includes On-line diagnostics and Analysis from Support team

6.8 All new Subscription contracts will be validated by the Vehco Management Team. Before an existing customer can enter into a new rental contract, all previous due invoices must be paid

6.9 When subscribing, a setup fee per order of SEK 450 is charged.

6.10 The Customer shall during the term of the Subscription agreement:

•                          keep and maintain the Subscription Object hardware in good and substantial repair, condition and appearance in order to keep it in as good an operating condition as it was on the commencement date of the subscription (fair wear and tear only accepted);

•                          use the Subscription Object only for the purposes for which it was designed and operate in a careful, prudent manner and in accordance with the instructions for use;

•                          maintain effective control of the Subscription Object and keep the hardware in a secure and suitable environment when not in use;

•                          not remove, alter, disfigure or cover up any numbering, lettering or insignia displayed upon the Subscription Object or any warnings or documentation thereon;

•                          not perform, or allow any person to perform, any work in or upon or make modifications, changes, alterations or repairs to the Subscription Object other than routine daily maintenance;

•                          keep the Subscription Object free from any liens, claims, charges and encumbrances during the rental term;

•                          keep the Supplier fully informed of all material matters relating to the Subscription Object;

•                          take such actions necessary to protect the Supplier’s ownership in the Subscription Object.

7 Payment

7.1 Prices, fees and charges specified in the Agreement do not include VAT or other taxes and duties.

7.2 Payment shall be made within 30 days of the delivery date. Recurring fees (e.g. subscriptions and rental fees) shall be invoiced and paid periodically in advance.

7.3 In the event the Customer fails to make timely payment, the Supplier shall be entitled to interest on overdue payment as prescribed by law and, where appropriate, shall be entitled to withhold delivery or part thereof.

7.4 If the financial condition of the customer at any time becomes unsatisfactory to the Supplier, in the Supplier’s sole discretion, or if the Customer fails to make any payment when due, in addition to any other rights the Supplier may have, the supplier may defer or decline to make any deliveries hereunder, refuse to grant or hold any credit or may condition any such delivery upon receipt of satisfactory security or cash payments in advance.

7.5 If the Customer fails to pay (or provide security) within 30 days after a demand to pay the sum due (or provide security) the Supplier may terminate the Agreement with immediate effect through written notice. The Supplier shall be entitled to compensation for work performed and damages.

7.6 Products shall remain the property of the Supplier until such time as it has been fully paid for. Rental Objects remain the property of the Supplier indefinitely.

7.7 The Supplier has the right to, during the term of the agreement, change the subscription fee and other fees, to a reasonable extent as from the coming charging period if the Supplier's costs for providing the services would increase. Such price adjustments may be made at a maximum of one (1) occasion per calendar year and shall be notified in an appropriate way, for example, via letter, e-mail, notification in an invoice and/or on the Supplier’s website, at the latest a month prior to the first day of the coming charging period.

In addition, Supplier is entitled, as of each new calendar year, to revise all fixed fees, once a year on the basis of the Eurostat Labour Cost Index by NACE, GEO EU28 (or any corresponding comparable local index). Price adjustments will be made once per calendar year based on the most recently published index figure, compared with the index figure at the same period, the year the parties entered into the Agreement or the year of the previous revision. The price adjustments enter into force as of the date communicated by the Supplier.

7.8 Where the Supplier incurs additional work or additional costs due to circumstances for which the Customer is responsible, the Customer shall pay the supplier for such additional work and additional costs in accordance with the Supplier’s prevailing price-list at the time.                                

8 Limitation of Liability

8.1 The Supplier’s liability for damages under the Agreement shall be limited to twenty (20) % of the price of the Product, Rental Object and/or Service to which the claim pertains to.

8.2 The Supplier shall not be liable under any circumstances for loss of profit or for any indirect or incidental or other consequential loss, including the customer’s liability to pay compensation to a third party, or for loss of data.

8.3 The remedies available to the customer pursuant to these General Terms and Conditions are the sole remedies available to the Customer (provided this is permitted by compulsory law) and constitute an exhaustive regulation of the Supplier’s liability for the Delivery.

9 Confidentiality

9.1 Either party undertakes not to make any unauthorized disclosure of any confidential information regarding the Delivery. Confidential information shall mean any information, technical, commercial or of any other kind, whether written or oral, except such information which is or will be publicly known or which has come to or will come to the public knowledge in any way other than through either party's breach of this secrecy undertaking.

9.2 The parties ensure that its employees will not disclose confidential information to third parties. It rests on either party to ensure that employees likely to get access to confidential information covenant to keep such information confidential to the same extent as the party according to this secrecy undertaking.                            

10 Intellectual Property Right

10.1 The Products and Services are owned by the Supplier and its suppliers and are protected by national law and international treaty provisions.

10.2 In the event that the Delivery or any part thereof infringes any intellectual property right of any third party, the supplier shall, by its own election and at its own expense, either (a) procure for customer the right to continue using such Product and/or Service, or modify it so that it becomes non-infringing, or (b) remove such Product and/or Service, or part thereof, and grant Customer a credit thereon and accept its return. Supplier shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages.

10.3 The Customer shall get access to results based on analysis of vehicle data according to the specified Services. To enable the Supplier to develop it’s business concepts and services the Supplier shall have the right to use and dispose of the vehicle data retrieved by the Supplier. The Supplier shall anonymize all data before use or disposal which is not directed to the Customer. The Customer identifies the Supplier as the owner of all rights to the vehicle data and the business concept that is defined in this Agreement including but not limited to patents, trademarks, trade secrets, copyrights and the Customer is obliged not to patent or in any other way limit the Supplier’s possibility to use or protect it’s business concept or technology.                                                                                                                                                                             

11 Force Majeure

11.1 The parties are relieved from liability for a failure to perform any of their obligations due to any circumstance which impedes, delays, or aggravates any obligation to be fulfilled under the Agreement, such as acts or omissions of authorities, new or changed legislation, conflict on the labour market, blockade, fire, flood, shortage of transport means, goods or energy or major accidents as well as defects or delay related to deliveries from sub-contractors caused by such circumstance. Either party is entitled to rescind this Agreement if the performance of a material obligation is delayed for more than three (3) months.

12. Data protection

12.1 The Customer owns the rights to its private data as data controller, and the Supplier acts as data processor on the Customer's behalf. All processing by the Supplier of the personal data and other data provided by the Customer shall be in accordance with the applicable laws. The Supplier’s processing of personal data on behalf of the Customer shall therefore only be done to provide the Product and Services and shall be subject to the Customer’s written instructions.

12.2 As the Supplier is data processor and the Customer is data Datcontroller, the parties’ obligations regarding the processing of personal data are regulated in the Data Processor Agreement (DPA) which is available on Vehco web (http://www.vehco.com/en/data-privacy). By accepting these Terms, the Customer also accepts Vehco’s Data Processor Agreement.

12.3 The Customer is obligated to keep user logins and passwords to the Product secret from any unauthorized users or third parties.

12.4 The Suppler is obligated to ensure that the personal data provided by the Customer and used in the Product is processed in accordance with all applicable laws. The Customer is obligated to ensure that the Customer’s data provided in the Product, including personal data, do not violate any third party intellectual property rights and/or any applicable legislation. The Supplier is entitled to delete any data that in the sole discretion of the Supplier constitutes a breach of the aforesaid undertaking by the Customer, and the Customer will not be entitled to any compensation in that respect.                                                                                                                      

13 Miscellaneous

13.1 The contents of the Agreement and its appendices shall supersede all previous written or oral commitments and undertakings. Only those amendments and additions to the Agreement that are made in writing and signed by authorized representatives of each party are valid.

13.2 If any provision of the Agreement or part thereof is held invalid, this shall not affect the remaining provisions of the Agreement, unless the obligations of a party hereto without the invalid part of the agreement are or will become unreasonably onerous.

13.3 The Customer may not wholly or partly assign or pledge his rights and obligations under the Agreement to any third party except with the prior written consent of the Supplier.               

13.4 According to local specific taxes and applicable laws, corresponding cost are re-invoiced to customers by Vehco                                                                                                                    

14 Applicable Law and Disputes

14.1 The laws in force at the domicile of the Supplier shall govern the Agreement.

14.2 Any action or proceedings by the supplier against the customer may be brought by the Supplier in any court(s) having jurisdiction over the Customer.

 

14.3 Any actions or proceedings by the Customer against the Supplier may be brought by the Customer only in the court(s) having jurisdiction at the domicile of the Supplier.

Vehco General Terms and Conditions

 

These General Terms and Conditions shall govern Vehco AB´s, including all companies and entities ultimately owned and/or controlled, directly or indirectly, by Vehco AB, delivery of Products and related Services. The Services may include installation, training, maintenance, applications and any other services related to the delivery of the Product. These General Terms and Conditions constitute an appendix to an Agreement entered into by the parties. Conditions deviating from these General Terms and Conditions shall not be deemed valid unless Supplier has confirmed them expressly in writing. In the event of a conflict between the Agreement, including any appendices thereto, and these General Terms and Conditions, such Agreement and appendices shall have priority.                

                                                                                      

1 Definitions                                                                                                                                                         

“Agreed Specifications” means the agreed scope of the delivery, as well as functional and other requirements specified below:

a) the delivery requirements specifically agreed upon by the parties,

b) product description of the Product and the Service included in the Delivery as issued by or on behalf of the supplier or used in marketing at the time of execution of the Agreement; or

c) generally applied norms for corresponding supplies.

In case of a conflict between a), b) and c), these terms shall apply in their stated order.

“Agreement” means the agreement entered into between the parties together with the appendices thereto. 

“Customer” means any person who enters into an agreement with the Supplier regarding the purchase of the Products and Services or the rent, loan etc. of a Rental Object.

“Delivery” means the Products, Rental Object and Services to be delivered pursuant to the Agreement.

“Product(s)” means the hardware, network components, Software Product or other equipment to be delivered by the supplier pursuant to the Agreement. Products can either be bought,  rented or subscribed by the Customer from the Supplier, which means the term “Products” includes also Rental Object or Subscription Object.

“Service(s)” means services, such as installation, training, maintenance, M2M, applications or other services to be performed or made available by the supplier pursuant to the Agreement.

“Software Product(s)” means the standard software products to be delivered by the supplier pursuant to the Agreement.

“Subscription(s)” means the Customer’s subscription for the Supplier’s supply of Services.

“Supplier” means Vehco AB and/or any compnay and entity ultimately owned and/or controlled, directly or indirectly, by Vehco AB.

“Rental Object” and “Subscription Object” means Products that are rented, loaned, subscribed or leased by the Customer from the Supplier according to a rental, loan, subscription or lease contract, which could include an obligation of the Customer to pay rental fee, subscription fee or the equivalent for the Products.                                                                                                                                                     

2 Order and Delivery                                                                                                                                             

2.1 All orders shall be made in writing and are subject to acceptance by the Supplier. All orders are conditional on confirmed financial validation of the customer and the Supplier’s confirmation that delivery can be made to the vehicles referred to in the list of vehicles, which shall be provided by the customer.

2.2 The delivery date is the date on which the Product (including Software Product) is dispatched from the Supplier’s warehouse.

2.3 The Customer shall carry out agreed preparations and other steps necessary for installation in accordance with the Supplier’s instructions. Unless the Supplier has agreed to install the Product, the customer shall install the Product in accordance with the instructions provided by the Supplier.

2.4 Standard delivery terms include freight for order value exceeding 1000 €. For orders with lower value, the freight fee is 20 € per shipment.

2.5 Free trials and free subscriptions are provided by the Supplier without any obligations. Supplier can at any time discontinue or modify the delivery of Services based on free subscriptions. The Supplier also reserves the right to at any time introduce a limit on the number of subscriptions that can be offered as free to the Customer. If the Supplier chooses to discontinue a free trial the Supplier shall have the right to propose an upgrade to a premium version to the Customer.                                                                                                                          

3 Warranty for Product

3.1 The Supplier warrants that the Product shall be free of defects in materials and workmanship and that the Product will conform to the Agreed Specifications for a period of twelve (12) months from the date of delivery. If the Customer has entered into a rental agreement with the Supplier, the warranty for the rented products is extended to the full rental period.

When buying a unit with a battery, the warranty period is 3 months. When renting a unit with extended warranty, the warranty period for the battery is 3 months.

3.2 The supplier’s warranty will not apply to any Product with respect to which there has been

i)       improper installation, storage or testing,

ii)      failure to provide a suitable operating environment,

iii)     use of the Product for purposes other than that for which it was designed,

iv)     failure to monitor or operate the Product in accordance with the supplier’s specifications and good industry practice,

v)      attachment or removal or alteration of any part of the Product without the prior written approval of the supplier,

vi)     unusual mechanical, physical or electrical stress,

vii)    modifications or repairs done by other than the supplier or a third party approved by the supplier,

viii)   use of spare parts and consumables not approved by the supplier

ix)     mishandling during transportation of the Product,

x)      use of the Product with equipment, accessories or software that are not approved by the supplier, or

xi)     any other abuse, misuse, neglect or accident.

3.3 In order to claim that the Product is faulty, the customer shall notify the supplier within thirty (30) days after discovering that the Product fails to conform to the warranty. In such notice the Customer shall specify the fault and its effects.

3.4 With the promptness required by the circumstances, the supplier shall, at its own cost and discretion, modify, repair or replace any Product found to be faulty according to the conditions of the warranty.  If the supplier is unable to modify, repair or replace a Product, then the Supplier shall, at the Supplier’s option, either refund the customer or credit to the customer’s account the purchase price for the defective Product less depreciation calculated on a straight-line basis.

3.5 Rectification of faults in the Software Product may take place through instructions regarding circumvention of the fault, which do not entail significant inconvenience for the customer.

3.6 Rectification of faults shall take place on the Supplier’s premises or at a service centre nominated by the Supplier. Provided that the Supplier has approved the return of the Product, the Supplier shall arrange, and defray the cost of, transport and bear the risk associated therewith.

3.7 The remedies set out herein shall be the Customer’s sole remedies if the Product is in breach of the warranty or otherwise faulty.

3. 8 For consumer products that are ordered through Vehco, the standard reparation and warranty conditions of the original manufacturer applies (e.g. Samsung).

3.9 If the Customer chooses to move Products installed in a vehicle to a different vehicle, a new cable kit shall be used to insure functionality and a proper installation. Such cable kit shall be ordered separately from the Supplier. If the Customer fails to adhere to this provision, the warranty will not apply on moved Products and the Supplier waives any liability for defects in moved Products.

                                                                                      

4 Software Product                                                                                                                   

4.1 The Supplier grants the Customer the right to use the Software Product specified in the Agreement in accordance with the terms and conditions of the Agreement.

4.2 The Customer may not modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software Product (except to the extent required to obtain interoperability with other independently created computer programs or as permitted by compulsory law).

4.3 Certain third-party software may be distributed to the customer together with the Software Product. Such third-party software is made available to the customer subject to the Customer’s acceptance of the end user license agreement that applies for the Customer’s use of such third-party software. The Supplier disclaims any liability whatsoever pertaining to any third-party software (e.g. for inaccuracy in respect of roads and map data).

4.4 The Customer may not, directly or indirectly, distribute, disclose, sell, rent, lease, sublicense, assign, for any reason whatsoever, all or part of the Software Product.                                                                                                      

5 Service

5.1 The Supplier will perform the Service with employees that are suitably qualified and skilled, and in a professional manner. The Supplier shall be entitled to engage sub-consultants for the performance of the Service.

5.2 The Supplier is responsible for ensuring that the Service is made available to the Customer as of the agreed commencement day. The content of the Service is listed in the Agreed Specification. Except where otherwise is agreed, the Supplier is not responsible for storage or back-up copying of the customer’s data.

5.3 The Supplier may, without giving prior notice to the customer, modify the Service, or change the way in which the Service is provided, if this can be reasonably supposed not to inconvenience the Customer. The Supplier may make other modifications to the Service or the way in which the Service is provided three (3) months after the Customer has been informed thereof. The Supplier’s modification shall not conflict with the Agreed Specifications for the Service.

5.4 The Customer is responsible for stating who is authorized to use the Service. The Customer shall immediately inform the supplier if a user is no longer authorized to have access to the Service."                                                                                                                                                             

5.5 The Customer is required to follow the instructions provided by the Supplier for use of the Service. The customer is responsible for the user’s use of the Service.

5.6 If there is a fault in the Service, the supplier shall rectify it as promptly as the circumstances require. The Supplier’s liability does not include faults that are of no significance for the intended use of the Service and that do not cause the customer any inconvenience.

5.7 Faults in the Service are corrected by means of a correction or by the provision of instruction on how to circumvent the fault. The Supplier shall only be liable for faults that are reported within one (1) month after the discovery of the fault.

5.8 The Supplier’s liability for faults in the Service does not include:

a) faults caused by changes or interference with the Service made by the Customer,

b) faults arising as a consequence of the fact that the customer did not provide correct information or selected test data, or provided erroneous or deficient system information,

c) external attack by viruses or other external sources, provided the Supplier has taken workmanlike action to protect the Service against such an attack,

d) faults caused by the Customer’s use of the Service with equipment, peripheral devices, or system software other than that prescribed by the supplier;

e) failure in communication means (e.g. Internet or telecommunication); or

f) other circumstances for which the customer or a third party is liable or in some other way is beyond the Supplier’s control.

5.9 If the Supplier is unable to correct the fault, then the Supplier shall, at the Supplier’s option, either refund to the Customer or credit to Customer’s account such part of the agreed price for the Service that corresponds to the failure. These remedies shall be Customer’s sole remedies in the event of a fault in the Service.                                                           

6 Subscription Contract

6.1 The Subscription shall start at the beginning of the calendar month following delivery of the Product.

6.2 The term of the contract, extension period and period of notice shall be stipulated in the Agreement. If no such term has been agreed, the initial subscription term shall be 48 months.

6.3 If not terminated six (6) months prior to the expiration of the initital term, the subscription term shall be extended for an indefinite term with a mutual right to terminate the subscription agreement upon six (6) months’ prior notice.

6.4 The Subscription contract shall cease at the end of the calendar month following expiry of the notice period. Notice of termination of the contract agreement shall be given in writing.

6.5 Vehco remains the owner of all equipments provided. If the Subscription contract is terminated, the Customer shall without delay return all Objects hardware according to the contract agreement. If such object is not returned, the Supplier may, without prejudice to any other rights the Supplier may have, charge the Customer a penalty fee corresponding to the value of each non-returned Object.

6.6 If the Customer fails to pay agreed subscription, Vehco is allowed to suspend services unilaterally

6.7 Service Level Agreement “Bronze” is included by default in all Subscription contract. It includes On-line diagnostics and Analysis from Support team

6.8 All new Subscription contracts will be validated by the Vehco Management Team. Before an existing customer can enter into a new rental contract, all previous due invoices must be paid

6.9 When subscribing, a setup fee per order of SEK 450 is charged.

6.10 The Customer shall during the term of the Subscription agreement:

·  keep and maintain the Subscription Object hardware in good and substantial repair, condition and appearance in order to keep it in as good an operating condition as it was on the commencement date of the subscription (fair wear and tear only accepted);

·  use the Subscription Object only for the purposes for which it was designed and operate in a careful, prudent manner and in accordance with the instructions for use;

·  maintain effective control of the Subscription Object and keep the hardware in a secure and suitable environment when not in use;

·  not remove, alter, disfigure or cover up any numbering, lettering or insignia displayed upon the Subscription Object or any warnings or documentation thereon;

·  not perform, or allow any person to perform, any work in or upon or make modifications, changes, alterations or repairs to the Subscription Object other than routine daily maintenance;

·  keep the Subscription Object free from any liens, claims, charges and encumbrances during the rental term;

·  keep the Supplier fully informed of all material matters relating to the Subscription Object;

·  take such actions necessary to protect the Supplier’s ownership in the Subscription Object.

7 Payment

7.1 Prices, fees and charges specified in the Agreement do not include VAT or other taxes and duties.

7.2 Payment shall be made within 30 days of the delivery date. Recurring fees (e.g. subscriptions and rental fees) shall be invoiced and paid periodically in advance.

7.3 In the event the Customer fails to make timely payment, the Supplier shall be entitled to interest on overdue payment as prescribed by law and, where appropriate, shall be entitled to withhold delivery or part thereof.

7.4 If the financial condition of the customer at any time becomes unsatisfactory to the Supplier, in the Supplier’s sole discretion, or if the Customer fails to make any payment when due, in addition to any other rights the Supplier may have, the supplier may defer or decline to make any deliveries hereunder, refuse to grant or hold any credit or may condition any such delivery upon receipt of satisfactory security or cash payments in advance.

7.5 If the Customer fails to pay (or provide security) within 30 days after a demand to pay the sum due (or provide security) the Supplier may terminate the Agreement with immediate effect through written notice. The Supplier shall be entitled to compensation for work performed and damages.

7.6 Products shall remain the property of the Supplier until such time as it has been fully paid for. Rental Objects remain the property of the Supplier indefinitely.

7.7 The Supplier has the right to, during the term of the agreement, change the subscription fee and other fees, to a reasonable extent as from the coming charging period if the Supplier's costs for providing the services would increase. Such price adjustments may be made at a maximum of one (1) occasion per calendar year and shall be notified in an appropriate way, for example, via letter, e-mail, notification in an invoice and/or on the Supplier’s website, at the latest a month prior to the first day of the coming charging period.

In addition, Supplier is entitled, as of each new calendar year, to revise all fixed fees, once a year on the basis of the Eurostat Labour Cost Index by NACE, GEO EU28 (or any corresponding comparable local index). Price adjustments will be made once per calendar year based on the most recently published index figure, compared with the index figure at the same period, the year the parties entered into the Agreement or the year of the previous revision. The price adjustments enter into force as of the date communicated by the Supplier.

7.8 Where the Supplier incurs additional work or additional costs due to circumstances for which the Customer is responsible, the Customer shall pay the supplier for such additional work and additional costs in accordance with the Supplier’s prevailing price-list at the time.                                         

8 Limitation of Liability

8.1 The Supplier’s liability for damages under the Agreement shall be limited to twenty (20) % of the price of the Product, Rental Object and/or Service to which the claim pertains to.

8.2 The Supplier shall not be liable under any circumstances for loss of profit or for any indirect or incidental or other consequential loss, including the customer’s liability to pay compensation to a third party, or for loss of data.

8.3 The remedies available to the customer pursuant to these General Terms and Conditions are the sole remedies available to the Customer (provided this is permitted by compulsory law) and constitute an exhaustive regulation of the Supplier’s liability for the Delivery.

9 Confidentiality

9.1 Either party undertakes not to make any unauthorized disclosure of any confidential information regarding the Delivery. Confidential information shall mean any information, technical, commercial or of any other kind, whether written or oral, except such information which is or will be publicly known or which has come to or will come to the public knowledge in any way other than through either party's breach of this secrecy undertaking.

9.2 The parties ensure that its employees will not disclose confidential information to third parties. It rests on either party to ensure that employees likely to get access to confidential information covenant to keep such information confidential to the same extent as the party according to this secrecy undertaking.

                            

10 Intellectual Property Right

10.1 The Products and Services are owned by the Supplier and its suppliers and are protected by national law and international treaty provisions.

10.2 In the event that the Delivery or any part thereof infringes any intellectual property right of any third party, the supplier shall, by its own election and at its own expense, either (a) procure for customer the right to continue using such Product and/or Service, or modify it so that it becomes non-infringing, or (b) remove such Product and/or Service, or part thereof, and grant Customer a credit thereon and accept its return. Supplier shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages.

10.3 The Customer shall get access to results based on analysis of vehicle data according to the specified Services. To enable the Supplier to develop it’s business concepts and services the Supplier shall have the right to use and dispose of the vehicle data retrieved by the Supplier. The Supplier shall anonymize all data before use or disposal which is not directed to the Customer. The Customer identifies the Supplier as the owner of all rights to the vehicle data and the business concept that is defined in this Agreement including but not limited to patents, trademarks, trade secrets, copyrights and the Customer is obliged not to patent or in any other way limit the Supplier’s possibility to use or protect it’s business concept or technology.                                                                                                                                                                 

11 Force Majeure

11.1 The parties are relieved from liability for a failure to perform any of their obligations due to any circumstance which impedes, delays, or aggravates any obligation to be fulfilled under the Agreement, such as acts or omissions of authorities, new or changed legislation, conflict on the labour market, blockade, fire, flood, shortage of transport means, goods or energy or major accidents as well as defects or delay related to deliveries from sub-contractors caused by such circumstance. Either party is entitled to rescind this Agreement if the performance of a material obligation is delayed for more than three (3) months.

12. Data protection

12.1 The Customer owns the rights to its private data as data controller, and the Supplier acts as data processor on the Customer's behalf. All processing by the Supplier of the personal data and other data provided by the Customer shall be in accordance with the applicable laws. The Supplier’s processing of personal data on behalf of the Customer shall therefore only be done to provide the Product and Services and shall be subject to the Customer’s written instructions.

12.2 As the Supplier is data processor and the Customer is data Datcontroller, the parties’ obligations regarding the processing of personal data are regulated in the Data Processor Agreement (DPA) which is available on Vehco web (http://www.vehco.com/en/data-privacy). By accepting these Terms, the Customer also accepts Vehco’s Data Processor Agreement.

12.3 The Customer is obligated to keep user logins and passwords to the Product secret from any unauthorized users or third parties.

12.4 The Suppler is obligated to ensure that the personal data provided by the Customer and used in the Product is processed in accordance with all applicable laws. The Customer is obligated to ensure that the Customer’s data provided in the Product, including personal data, do not violate any third party intellectual property rights and/or any applicable legislation. The Supplier is entitled to delete any data that in the sole discretion of the Supplier constitutes a breach of the aforesaid undertaking by the Customer, and the Customer will not be entitled to any compensation in that respect.                                                                                                                                        

13 Miscellaneous

13.1 The contents of the Agreement and its appendices shall supersede all previous written or oral commitments and undertakings. Only those amendments and additions to the Agreement that are made in writing and signed by authorized representatives of each party are valid.

13.2 If any provision of the Agreement or part thereof is held invalid, this shall not affect the remaining provisions of the Agreement, unless the obligations of a party hereto without the invalid part of the agreement are or will become unreasonably onerous.

13.3 The Customer may not wholly or partly assign or pledge his rights and obligations under the Agreement to any third party except with the prior written consent of the Supplier.     

13.4 According to local specific taxes and applicable laws, corresponding cost are re-invoiced to customers by Vehco                                                                                                                        

14 Applicable Law and Disputes

14.1 The laws in force at the domicile of the Supplier shall govern the Agreement.

14.2 Any action or proceedings by the supplier against the customer may be brought by the Supplier in any court(s) having jurisdiction over the Customer.

14.3 Any actions or proceedings by the Customer against the Supplier may be brought by the Customer only in the court(s) having jurisdiction at the domicile of the Supplier.              

 

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