Suivo Products
Term that refers to the range of products and services offered by SUIVO NV, including but not limited to: Suivo Hardware, Suivo Support, Suivo Software, Suivo Licences, Suivo Price List, Suivo Documentation, Suivo Manual, Installation, Field Intervention, Suivo Subscription, RMA, etc.
Suivo Hardware
Any hardware and hardware accessories mentioned in the quotation and/or the Suivo price list and comprising (singular or compiled) one or more of the following items:
Suivo Software
Any software mentioned in the quotation and/or the Suivo price list. This comprises, among others:
Suivo Standard Operating Procedures (“SOP”)
Manual describing the standard working method of SUIVO NV, as amended from time to time, containing a non-exhaustive overview of Suivo operations services, as well as the scope, conditions and modalities of the helpdesk, after sales/technical service, roll-out, installations and interventions. The SOP is merely a description of the standard processes, so deviations are possible depending on the project.
Products of Third-Party Suppliers
The products (hardware and/or software) of Third-Party Suppliers that SUIVO NV includes in its range, price list and/or quotation, including but not limited to Garmin(s), Viloc products, Samsung products, Nomadia products etc.
Third-Party Suppliers
Third parties, more specifically, SUIVO partners, producers and/or suppliers of hardware and/or software that SUIVO NV includes in its range, price list and/or quotation including but not limited to Garmin(s), Viloc products, Samsung products, Nomadia products etc.
Products
Suivo Products and/or Products of Third-Party Suppliers.
Installation
The initial installation and/or activation of Products and/or hardware of Third-Party Suppliers.
Field Intervention
Any check, adjustment, repair, and/or extension of an installation and/or any replacement of the Suivo Hardware and/or hardware of Third-Party Suppliers.
GPRS SIM Card
The SIM card containing GPRS functionality that is built into certain Suivo Hardware and/or hardware of Third-Party Suppliers.
Suivo Subscription
All services entered into for a given period, in particular the entire Suivo Online Web Application (including Suivo Support) and the GPRS Subscription.
Suivo Online Web Application
All functionalities available in the Suivo online application (via www.suivo.com), secured with a personalised user name and password.
RMA Procedure
RMA (Return Merchandise Authorization): the procedure to have defective Suivo Hardware and/or hardware of Third-Party Suppliers repaired, replaced or exchanged.
General (License) Terms & Conditions of Third-Party Suppliers
The General (License) Terms & Conditions relating to third-Party software and/or hardware, such as these are changed from time to time, including but not limited to the General (License) Terms & Conditions of Third-Parties on PDAs and PNDs. An overview of the current applicable General (License) Terms & Conditions of Third-Party Suppliers shall be attached to these General Terms & Conditions and shall form one integral part of this Agreement.
SUIVO NV
SUIVO NV, with its registered office at Prins Boudewijnlaan 41, 2650 Edegem and registered in the register of legal entities in Antwerp (Antwerp department) under number (BTW BE) 0820.531.116.
Customer
The Customer as specified in the purchase order.
Party/Parties
The Customer and/or Suivo NV.
These General Terms & Conditions and any General (License) Terms & Conditions of Third-Party Suppliers are applicable to all your orders.
All our agreements with our Customers are deemed to have been entered into under these General Terms & Conditions and any General (License) Terms & Conditions of Third-Party Suppliers that form an integral part of this Agreement.
The General Terms and Conditions shall be provided to the Customer concurrently with the issuance of the quote. By placing an order, the Customer expressly acknowledges and agrees to be bound by the General Terms and Conditions.
These terms & conditions contain the complete text of the rights and obligations between Parties with respect to the purchase of Suivo Products and substitute any prior agreements, General Terms & Conditions and proposals, commitments – both orally and in writing – concerning the same subject. Any applicability of the Customer’s Terms & Conditions of Purchase or any other Terms & Conditions are explicitly rejected, even if these Terms & Conditions state otherwise. SUIVO NV shall never, tacitly or implicitly, accept the Terms & Conditions of the Customer under any circumstances whatsoever.
The legal relationship between SUIVO NV and the Customer is governed by these General Terms & Conditions, the quotation, the purchase order, the invoices, and by any applicable General (License) Terms & Conditions of Third-Party Suppliers (hereinafter collectively referred to as ‘the Agreement’). The Agreement supersedes and replaces any written or oral agreements, proposals and commitments that relate to the same subject and which precede the date of this Agreement.
In the event of any conflict between the present General Terms & Conditions, the non-standard Terms & Conditions and the General (License) Terms & Conditions of Third-Party Suppliers, the following hierarchy will be observed:
Should SUIVO NV not apply a provision of these General Terms & Conditions, or should it renounce its rights at some point, this will never be understood to mean that SUIVO NV wishes to generally refrain from applying these General Terms & Conditions and/or generally waive its rights under these General Terms & Conditions respectively.
The order placed by the Customer shall only lead to a purchase agreement under the Terms & Conditions set out in this Agreement. SUIVO NV retains ownership of the supplied Suivo Hardware and/or hardware of Third-Party Suppliers until the Customer has paid the invoice in full.
SUIVO NV reserves the right to fully or partially reject any orders or to apply a maximum order value.
Any orders placed are subject to stock availability. The Customer himself is responsible for proper selection of the Products and that said products meet the Customer’s requirements and expected use. The person who places the order on behalf of the Customer will have the authority to enter into agreements on behalf of the Customer’s company.
By placing an order, the Customer also accepts any price elements indicated in the price list. The Customer can request the price list or find it in the quotation.
Cancellation of the order after placement will have consequences related to the adjustment and reversal of administrative processes and actions already undertaken regarding order processing, the assembly of custom-made products for the customer, and often also the procurement of necessary (supplementary) products from Third-Party Suppliers, among others. To compensate for the costs incurred in handling the cancellation, an Order Cancellation Fee will be charged amounting to 10% of the original order price, with a minimum of €300 per cancelled order.
The prices in the Suivo price list are exclusive of VAT, transport, travel, accomodation and administrative costs (if applicable). These costs are in addition to the prices mentioned in the Suivo price list.
Any taxes and government charges arising from the order, if any, are borne by the Customer. The prices are subject to price changes at any time due to, for example, price changes by Third-Party Suppliers. The prices can be changed accordingly during the term of the Agreement.
Any other charges, costs and taxes arising from these General Terms & Conditions or its implementation are borne by the Customer. Any judicial and extrajudicial costs incurred by SUIVO NV in order to collect any amount(s) due will be borne by the Customer.
The invoicing schedule is as follows:
SUIVO NV has the right to claim additional compensation for judicial collection charges, including but not limited to reasonable attorney’s fees. SUIVO NV reserves the right to claim higher damages, subject to proof of the cost of the actual damage being higher.
Subscription prices are adjusted annually by SUIVO NV on the anniversary of the Agreement in accordance with the following formula:
New price =
Basis price * (0.2 + 0.8 * New Index)
Initial index
Basis price:
price at the start of the Agreement;
Initial index:
the Agoria-published index
“reference wage cost DIGITAL” index from the month preceding the signing of the Agreement;
New index:
the Agoria-published index
“reference wage cost DIGITAL” index from the month preceding the anniversary of the Agreement.
The Customer is not entitled to settlement or suspension of payment.
All SUIVO NV’s invoices are payable within thirty (30) calendar days of the invoice date without any discounts. The absence of a written protest regarding an invoice within eight (8) business days from the date of the invoice being sent constitutes irrevocable acceptance of the invoice and the services/Products described within it.
After expiry of the payment period, the Customer is automatically in default without any prior notice being required. As from the expiry of the payment period, a conventional late payment interest equalling the interest rate as defined in Article 5 of the Belgian Act on payment arrears (Act 2.08.2002, Belgian Official Gazette 7.08.2002) is due, increased by 3%. This interest is calculated from the deadline for payment of the invoice up until the date of full payment. In addition, in such a case, a fixed administration fee of €75 will be charged. An unpaid amount is also subject to a lump sum indemnification that amounts to 15%. Judicial collection charges are not included in this penalty clause.
If the Customer’s creditworthiness so dictates, SUIVO NV may, even after the signing of the Agreement, require the Customer to provide some form of security as requested by SUIVO NV for the payment of the services and Products yet to be provided, and SUIVO NV may suspend performance as long as this security has not been provided.
If it is stipulated in the Special Conditions between the Parties that affiliated companies of the Customer or third parties designated by the Customer may make use of the delivered software and hardware, the Customer shall remain jointly and severally liable, together with the affiliated company or the designated third party, for the performance of the payment and other obligations arising from the general and special conditions.
If the Customer fails to fulfill its payment obligations, SUIVO NV reserves the right to suspend access to the Suivo Software and/or third-party supplier software until payment of all outstanding invoices has been received. A temporary suspension of access to the Suivo Software and/or third-party supplier software does not entitle the Customer to terminate the Agreement and/or to suspend (further) payments.
SUIVO NV is entitled to claim additional compensation for legal recovery costs, including but not limited to reasonable attorneys’ fees. SUIVO NV reserves the right to claim higher compensation upon proof of greater actual damages.
The Suivo Subscription begins in the month of delivery and/or installation and/or activation of the Products and will be entered into for a period of five (5) years. After that, it is tacitly renewed for successive periods of one (1) year, subject to the right of each Party to oppose this extension by sending a registered letter three (3) months prior to the end of the current Agreement at the latest.
The Customer shall indemnify SUIVO NV against any damage, claims and liability arising from improper use of the Suivo Products by the Customer.
The Customer may submit a termination request via the Suivo Helpdesk. The Customer will be asked to provide the necessary information for further processing via a link leading to a termination page on the Suivo Portal. The termination request shall only be deemed formally submitted once the required information has been completed on this page. The Suivo Helpdesk will then evaluate the request and, where possible, undertake the requested actions, after which the Customer will be informed and/or receive a confirmation via the Suivo Helpdesk.
An approved and executed termination request results in the relevant Suivo device, including its serial number and associated subscription number, being disconnected from the asset name within the Suivo platform. The management and further processing of assets within the Suivo platform remains entirely the responsibility of the Customer. After termination, the Customer must, if desired, modify or remove the relevant assets via their portal. Suivo is not responsible for the preservation or accessibility of historical data; after disconnection, such data will no longer be accessible within the Suivo platform.
Furthermore, the relevant Suivo device will be permanently decommissioned following the execution of the termination request. Reuse of the device is only possible through an on-site refurbishing procedure. In the absence of such a procedure, the device cannot be redeployed.
For the proper termination of certain products, it is necessary that these products are still operational and appear online in the Suivo Portal. It is the Customer’s responsibility to ensure proper functioning, even when requesting the termination of a subscription or hardware. If this is not the case, an on-site dismantling by a Suivo technician may be required in order to correctly and fully execute the termination.
Without prejudice to its right to compensation, SUIVO NV may, at its discretion, suspend implementation of the Agreement (including Suivo Subscription(s)), or the Agreement (including Suivo Subscription (s)) legally, without notice of default and with immediate effect by the mere sending of a registered letter:
– in the event of non-payment by the Customer on a single due date or non-compliance by the Customer with any other contractual obligation;
– if the Customer does not comply with its obligations regarding the user rights of the Suivo Subscription;
– in the event that the Customer has requested deferment of payment, is under bankruptcy proceedings or a suspension of payment procedure, is in an unstable credit position or is manifestly insolvent;
– in the event of dissolution and/or liquidation of the Customer’s company;
– should any or all of the Customer’s assets be under foreclosure and/or impounded at the request of a creditor or in the event of other executive or protective measures with respect to the Customer’s assets;
– in the event of proof or serious suspicions of fraud committed by the Customer;
– in the event the Customer refuses to provide the information requested or in the event the Customer has provided incorrect and/or false information.
The option to terminate the Agreement as described in Article 1794 of the Belgian Civil Code does not apply.
The Customer shall reimburse SUIVO NV for all Products delivered and/or services implemented at the time of the termination of the Agreement.
The suspension/termination of the Agreement comes into effect from the date of the postmark of the registered letter giving notice of the suspension/termination.
Delivery periods are indicative and provided for informational purposes only. Late delivery cannot give rise to compensation, refusal to accept the Products or cancellation of the order.
Delivery of the Products takes place at the headquarters of SUIVO NV, at the express request of the Customer and against payment, SUIVO NV can organise transportation for the Customer to a location in Belgium indicated by in the order. Products are shipped at the risk of the (END)CUSTOMER at all times.
Should several Products be ordered, SUIVO NV reserves the right to deliver or activate each of these Products separately. Should the Customer refuse or fail to accept the Product, SUIVO NV reserves the right to pass on the reasonable costs of storing the Products to the Customer until delivery is possible.
The Products are sold “as is”. The Customer knows the Products and has found them to be in good condition – both with regard to the technical components and the casing – without any damage or traces of incidents. Any damage or defects must be indisputably established in writing within seven (7) calendar days after delivery.
Suivo NV does not maintain stock of goods that have already been sold. This also applies when the Customer requests Suivo NV to retain the materials until the time of installation by our technicians. After purchase, the Customer is fully responsible for the safekeeping of the purchased materials. Suivo NV accepts no liability for loss, damage, or any other consequences arising from the Customer’s failure to timely collect or properly store the goods.
As from the delivery date, the Customer will bear any risks and liabilities associated with the possession, use and storage of the Products.
The Customer is liable for material and physical damage suffered by third parties, the Customer, or the Customer’s own personnel caused by the use of the material.
Arrangements concerning installation (such as date, location and quantity) of the Suivo Hardware and/or hardware of Third-Party Suppliers are determined either by email or by phone in mutual consultation after the purchase order between the Parties has been signed. An email by SUIVO NV to the Customer always confirms the agreement.
The workspace and facilities made available by the Customer must meet the legal requirements. The scope of application, Terms & Conditions, and modalities with regard to Installations and (Field) Interventions are extensively explained in the Suivo SOP.
An installation or intervention that must be carried out urgently (within the next business day plus five working days) may be ordered as a Priority Intervention. A one-time fee of €400 per day will be charged, regardless of the number of Installations or Field Interventions performed on that day. However, Suivo is not obligated to schedule a Priority Intervention unless otherwise agreed upon in a mutual support contract or similar agreement.
The prices listed in the Suivo price list are exclusive of VAT, travel, accommodation, and administrative costs (where applicable).
For all Installations and Field Interventions, a fixed mileage fee will be invoiced. The number of kilometers is calculated from Suivo’s headquarters in Edegem.
If the location of the installation is more than 250 kilometers from Suivo’s headquarters in Edegem, additional accommodation costs may be charged. These costs will be invoiced afterwards.
If the Customer explicitly requests the Installation or Field Intervention to be carried out during the weekend or outside standard business hours, a surcharge per Installation/Field Intervention will be applied: A surcharge of 50% will be charged on Saturdays and outside of business hours. A surcharge of 100% will apply on Sundays.
If the installation does not take place in accordance with the agreed arrangements, SUIVO NV may unilaterally decide to:
It is the Customer’s responsibility to be present during the indicated time slot. If the installer notes that this obligation is not fulfilled, SUIVO NV may unilaterally decide to return at a later time, and a no-show fee of €80 will be charged per Installation or Field Intervention. The travel costs already incurred by the installer will remain at the Customer’s expense.
In the event of a repair of defective hardware under warranty, all costs related to the associated field interventions shall be borne by the Customer.
For example: if a field intervention is required to replace a defective hardware product that is still under warranty, the hardware will be replaced free of charge; however, the costs of the field intervention will be charged to the Customer.
In the event of a repair of an installation error under warranty, all costs related to field interventions shall be borne by Suivo NV.
The installation of the Suivo equipment entails the transfer of risk.
SUIVO NV retains ownership of all Products (to be) delivered until the purchase price for all these Products has been paid in full.
The Customer assumes ownership of the Suivo Hardware and/or hardware of Third-Party Suppliers at the time complete payment has been received, except with respect to possible licensor rights that could rest upon this Product.
After payment of the invoice, and in order to use the Suivo Software and/or software of Third-Party Suppliers, the Customer acquires user rights as described in Article 9 of these General Terms & Conditions for a term that equals the duration of the Suivo Subscription that has been entered into, as described in Article 5 of these General Terms & Conditions.
To the extent necessary, the Customer undertakes to indemnify SUIVO NV and hold it harmless against any reimbursements, losses, liabilities, damages, costs or expenditures that SUIVO NV may suffer or incur as a result of a breach of these General Terms & Conditions and/or the General (License) Terms & Conditions of Third-Party Suppliers and the amounts receivable from them.
Copyright and other intellectual, industrial and/or proprietary rights pertaining to the Product and to any copies that may be made are owned by SUIVO NV and/or Third-Party Suppliers of the Product and/or their suppliers. The Third-Party Suppliers and SUIVO NV only allow you to use the Product in accordance with these General Terms & Conditions and the General (License) Terms & Conditions. Any rights that are not specifically granted in these General Terms and Conditions and General (License) Terms & Conditions of Third-Party Suppliers are reserved for SUIVO NV and/or its Third-Party Suppliers. The product manual(s) or written materials may be copied for personal use only. You are not allowed to copy or reproduce the Product or the Product documentation for any other purpose.
The Customer is not permitted to remove or alter any statement concerning the confidential nature, copyright, trademark, trade name or any intellectual or industrial property right from the software, websites, databases, equipment or materials.
The Customer acknowledges and agrees to the fact that development of the Products has cost a substantial amount of money and time and that these Products are confidential for, and a trade secret of, SUIVO NV and/or Third-Party Suppliers and/or third parties. The Customer commits to keeping the Products absolutely confidential, to not disclose the Products to third parties and to prevent access being gained to them.
SUIVO NV and/or the Third-Party Suppliers grant the Customer user rights for the Suivo Software and/or software of Third-Party Suppliers. These user rights are non-exclusive and cannot be transferred or sub-licensed.
The user rights comprise the use of the Suivo Software and the use of the Suivo Online Web Application and/or software of Third-Party Suppliers, with due observance of the features and specificities of the Suivo Software and/or software of Third-Party Suppliers. In any event, the Suivo Software, Suivo Online Web Application and/or software of Third-Party Suppliers may only be used for internal purposes.
Any rights not expressly granted to the Customer under this article continue to be reserved for SUIVO NV and/or Third-Party Suppliers. The Customer’s user rights do not constitute, for example:
The Customer indemnifies SUIVO NV against any damage, claims and liability arising from a breach of these user rights.
The General Terms & Conditions and modalities related to the user rights described in the relevant General (License) Terms & Conditions of these Third-Party Suppliers are fully applicable to the Software of Third-Party Suppliers.
The liability SUIVO NV may incur for the delivery of both the Products and services stems from a best-effort obligation, which will have to be thoroughly demonstrated by the Customer.
SUIVO NV is not liable for any damage caused by the use of the Product purchased by the Customer, or for any damage caused by the Customer’s non-compliance with these General Terms & Conditions, Non-standard Terms & Conditions and/or the General (License) Terms & Conditions of Third-Party Suppliers. The Customer undertakes to indemnify SUIVO NV and hold it harmless against any reimbursements, losses, liabilities, damages, costs or expenditures that SUIVO NV may suffer or incur as a result of the use of the Product and/or the Customer’s non-compliance with the conditions set forth above as well as against claims and settlements with third parties ensuing from the same.
Except for mandatory legislative provisions, SUIVO NV will only be bound to repair the direct damage caused by them as a result of their interventions connected to the current Agreement for the delivery of both the Products and services limited up to a maximum of 20% (excluding VAT) of the annual value of the Customer’s order, regardless of whether the claim is imposed on a contractual or a non-contractual basis. Moreover, if the Agreement has been spread over several years, SUIVO NV will only be obliged to pay a maximum of 20% of the value (excluding VAT) of the year in which the damage occurred.
The Customer must inform SUIVO NV in writing of any event that may call upon the latter’s liability or of any disadvantage the Customer suffers within the shortest time possible and at the latest within fifteen (15) calendar days from the occurrence of this event or disadvantage, or at least to be counted from the moment the Customer becomes aware of said occurrence. This is in order to enable SUIVO NV to determine the origin and causes of the damage within a reasonable period. In the event of failure to comply with the written notification, SUIVO NV reserves the right to refuse any compensation and SUIVO NV cannot be held liable.
The following is excluded from liability:
Notwithstanding the foregoing, only the Customer is liable for proper management and use of the SIM Card located in the Products and is responsible for the use of this SIM Card. The cost for improper use of the SIM Card is borne by the Customer.
The Customer bears the responsibility at all times for its existing infrastructure (including but not limited to: hardware, software, websites, databases, monitoring and security procedures, adequate system management, etc.) and the proper functionality and safety of all its working materials. Only the Customer is responsible for setting up procedures that allow the reconstruction of lost or modified files, data or programs at any time, regardless of the cause of the loss or modification. The Customer must be able to dispose of the necessary back-up copies of its computer programs, files and data on a daily basis. In the event of loss of data, SUIVO NV can only be held liable for the data lost between the time of the last daily back-up and the time of establishment of the proven defect in the software delivered.
In the event the delivered Products are used for further development or commercialisation, the Customer will hold SUIVO NV harmless against any third-party damage claims, even if it were established that said damage originated from the services and developments supplied by SUIVO NV.
SUIVO NV is not liable for any claims for infringement of intellectual property rights based upon:
The limitations on liability under this article apply to both the supply of Products and services and will continue to apply in the event that SUIVO NV was informed about the existence of a real risk of damage by the Customer. The Parties acknowledge this constitutes a reasonable spread of risk.
The Suivo Software is delivered “as is”, in its current state and with possible errors present. The Customer acknowledges that (calculation) errors in the previously described software are possible at any time, influenced by, among others, local conditions and/or incomplete data or data that the previously described software has not taken into account.
Except for mandatory legislative provisions (and except for the warranty conditions stipulated in General (License) Terms & Conditions of Third-Party Suppliers, SUIVO NV only warrants to repair any hidden defects in the Suivo Hardware and installation for a one (1) year period starting on the orderdate. However, any legal claims on this previously described warranty is only admissible when initiated within a period of three (3) months from the day the Customer becomes aware or ought to have become aware of the defect.
The warranty on the Suivo Hardware only covers replacement of the defective part and does not cover intervention costs, transportation costs, etc.
The warranty on installation covers the reinstallation, without prejudice to the application of Article 7 “Installation”.
The following is not covered under any circumstances: interventions due to any cause other than the services rendered, including, among others:
In derogation of Article 1644 of the Belgian Civil Code, the Customer may request repair of the Suivo Hardware. Should repair prove to be technically impossible, the Parties are to agree on the best means to remedy the defects or non-compliance, namely to replace the Suivo Hardware with a similar product or provide a partial refund (pro-rata its use, for example: €0.00 after twelve (12) months and 50% of the Euro value after six (6) months).
SUIVO NV does not warrant that any intervention by SUIVO NV will resolve the problem or that the alleged problem will no longer occur after intervention, or that no other difficulties shall arise as a result of this correction.
The warranty conditions as described in the General (License) Terms & Conditions of Third-Party Suppliers are fully applicable to the Products of Third-Party Suppliers.
Any support requests concerning the Suivo Product pass through the Suivo support helpdesk.
The Customer may request assistance in using the Suivo platform; however, the management of assets within the Suivo platform shall at all times remain the responsibility of the Customer.
As asset names are managed by the Customer and may change over time, Suivo cannot base invoicing on or make reference to asset names. On the automated invoices, only the unique key of the subscription – the subscription number – will be referenced. Using this subscription number, the Customer can retrieve the corresponding assets at that time via the Suivo Portal. It is the Customer’s responsibility to keep asset names up to date, to maintain the history of asset names, and to configure them in such a way that they are not susceptible to misinterpretation.
Support contracts are offered by Suivo NV to provide Customers with faster assistance. Customers with such a contract will receive priority support according to the SLA conditions described in their contract. Customers without a support contract can rely on our best-effort approach to obtain (technical) support.
The Helpdesk can be reached via support@suivo.com or by requesting an account on the Suivo Helpdesk, after which the Customer can log in using this account.
Customers who perform their own installations for which Suivo NV offers installation services must purchase a support contract in order to be eligible for technical (remote) assistance from the Suivo Helpdesk regarding questions about the installation, initial connection of the installed devices to the Suivo Platform, use of the Installer App, and other non-standard Suivo support. Without a support contract, the resolution time for responding to inquiries from Customers who have performed their own installations will be invoiced at a fixed hourly rate.
RMAs must always be requested via the Suivo Helpdesk. Only after authorization by a Suivo employee confirming that the request falls under RMA will a RMA form be sent to the Customer. RMA requests will only be processed and accepted after the RMA form has been completed by the Customer. The reference for the RMA will be the ticket number of the Customer’s RMA request in the Suivo Helpdesk.
The Customer is not permitted to return Products to Suivo NV on their own initiative without submitting a request via the Helpdesk followed by authorization of the request by a Suivo NV support employee.
The Customer accepts and acknowledges that completing and submitting an RMA form constitutes inherent acceptance of the RMA terms and conditions, which will be sent by email after the request has been submitted.
The RMA is only applicable to Suivo Hardware and third-party supplier hardware purchased from SUIVO NV.
During the warranty period, SUIVO NV will bear the replacement and/or repair costs of legitimate and necessary RMAs. Any shipping costs and potential intervention costs are not included and shall always be borne by the Customer.
For repairs and/or replacements outside the warranty period, SUIVO NV will provide a quotation to the Customer.
The costs for unnecessary and unjustified RMAs shall always be borne by the Customer and shall amount to at least €75 to compensate for administrative work, increased by the cost of inspecting the RMA and any (return) shipping costs. Unnecessary and unjustified RMAs include, but are not limited to:
The cost of unnecessary and unjust RMAs can be requested from SUIVO NV by the Customer, however, these amount to at least €75.
The Parties cannot be held liable for delays or shortcomings in the performance of the Agreement should they be the result of facts or circumstances beyond the control of any of the Parties and that could not have been foreseen or avoided.
Under penalty of cancellation, the Party that seeks to rely on such facts or circumstances is obliged to disclose such facts or circumstances to the other Party in writing as soon as possible. The former is to make every effort in order to limit the duration to the absolute minimum and is to also notify the other Party in writing should these facts or circumstances no longer exist.
Cases regarded as, but not limited to: force majeure: fire, terrorist actions, war, accidents, government measures, exceptional traffic and general transportation problems, force majeure and/or delays at and/or errors by the suppliers and/or third parties, defective items, equipment, software or materials of third parties, the use of which has been prescribed by the Customer to SUIVO NV, malfunction of internet, data network or telecommunication facilities, electrical fault, exceptional climatic conditions such as snow, strikes, lock outs, etc.
Should these facts or circumstances last longer than three (3) months, each Party may terminate the Agreement by operation of law by means of a registered letter without any compensation being due. In that event, all activities already carried out under the Agreement will be settled in proportion to the state of completion, without the Parties owing anything else to each other.
15.1 Processing of Personal Data by Suivo as a Controller
In order to offer Suivo Products to the Customer, Suivo will process the following Customer’s Personal Data: name, address, email and telephone number.
Suivo mainly processes the Customer’s Personal Data for the provision of Suivo Products and the management of future and current customers, which includes the management of and access to the part of the Suivo website(s) reserved for customers. Suivo therefore requires the Personal Data in order to implement the Agreement between the Customer and Suivo. In addition, Suivo processes the Customer’s data for the provision and promotion of Suivo Products and services as part of a professional relationship. The Data Subject has the opportunity to unsubscribe from these newsletters at any time by clicking on the unsubscribe button in each newsletter.
Suivo may, if necessary, pass on the Personal Data to Third-Party Suppliers and companies affiliated with Suivo. Suivo will not pass the Personal Data to countries outside the European Economic Area.
Suivo will retain the Personal Data for as long as the Customer uses the Suivo Products and/or for as long as Suivo is legally obliged to keep said Personal Data.
In accordance with the provisions of the applicable legislation regarding the processing of Personal Data, the Data Subject is entitled to (a) request access to, correction of, or deletion of their Personal Data, (b) request the limitation of the processing of their Personal Data or object against the processing of their Personal Data, (c) obtain their Personal Data in a structured, conventional and machine-readable form, and (d) submit a complaint to the regulatory authority (in Belgium, the Commission for the Protection of Personal Privacy, www.privacycommission.be).
The Data Subject can exercise the above rights by sending a request to gdpr@suivo.com or through a similar technical solution implemented on the website.
15.2 Processing of Personal Data by Suivo as a Processor
Suivo will process Personal Data for the benefit of its customers in the course of performing its services. In connection with this, Suivo qualifies as a Processor of Personal Data and the Customer as Controller. Article 28 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data and repealing Directive 94/46/EC (“GDPR”) obliges Controllers to make contractual agreements with their Processors. Suivo and the Customer will enter into such agreements as described in this article 15.2.
Suivo shall process the following categories of Personal Data for the benefit of its customers: identification data, site, residential and work location data, as well as indirect stop location data of vehicles linked to persons, national register number and LIMOSA data, work locations, work orders, tasks, and used vehicles.
The Personal Data relate to the following categories of Data Subjects: the persons for whom the Customer wishes his Personal Data to be processed by Suivo.
Suivo shall only process Personal Data within the framework of the provision of its services and more specifically for the following purposes: driver and passenger identification in vehicles and on sites, localisation of vehicles and/or persons, time registration, NSSO (Social Security) notification duty, mobility allowance calculation for the provision of driving and rest times, authorised use of vehicles.
For the further course of this Article 15.2, Suivo shall be referred to as “Processor” and the Customer as “Controller”.
GENERAL PROVISIONS CONCERNING THE PROCESSING OF PERSONAL DATA BY THE PROCESSOR
Each Party must, at all times, adhere to its respective obligations under applicable law regarding the processing of Personal Data in connection with Personal Data that is to be processed pursuant to the Agreement.
The Processor indicates that it will only process the Personal Data for the benefit and on behalf of the Controller.
The Controller declares that he has obtained all approvals necessary for the use and processing of the Personal Data transferred to the Processor for the purposes of the Agreement, and the Controller further warrants that the content, use and/or processing of the Personal Data is not wrongful and does not violate the rights of third parties.
The Processor will process Personal Data exclusively on the basis of the written instructions of the Controller and within the framework of the implementation of the services of the Processor, unless the Processor is obliged to use the Personal Data for purposes other than those agreed in these General Terms & Conditions due to a legal provision or a court decision.
If, in the opinion of the Processor, an instruction by the Controller encroaches on the provisions of the applicable legislation regarding the processing of Personal Data or other legal provisions, the Processor shall inform the Controller of this.
The Processor shall make all reasonable efforts to assist the Controller in a general manner and within a reasonable period, as further specified in these General Terms & Conditions in order to fulfil his obligations under the applicable legislation regarding the processing of Personal Data within the legal period after being requested in writing to do so by the Controller.
The Processor shall take the necessary steps to ensure that access to the Personal Data is restricted to employees or appointees (including sub-processors) for whom such access to Personal Data is necessary in the context of supplying Suivo Products. The Processor guarantees that every employee or person who processes Personal Data is committed to observing confidentiality or is bound by a statutory obligation of confidentiality.
All costs related to and/or arising from the application and/or implementation of the applicable legislation concerning Personal Data are exclusively at the expense of the Controller.
SUBPROCESSORS
The Processor may use the services of sub-processors to process Personal Data. The Controller expressly agrees with this. The Processor shall enter into an agreement with its appointed sub-processors, and this agreement shall contain all the obligations of this Article 15.2 in full. The appointment of sub-processors does not affect the obligations of the Processor under these General Terms & Conditions. The Processor shall be the point of contact for the Controller at all times, unless otherwise agreed between the Parties.
SECURITY MEASURES AND DATA LEAKS
The Processor shall implement the following technical and organisational measures.
On request and/or upon termination of the collaboration, the Personal Data shall be made anonymous. This may only take place after the statutory retention periods of the processing have been exceeded.
At the user level, Suivo offers the following rights:
The Customers can add/remove their internal users themselves.
The users of the platform are allowed to edit/manage their passwords themselves.
Suivo also offers two-factor authentication as a login procedure.
An administrator can reset a password at all times.
Users are divided into user groups with different levels of rights determined by profiles. The highest level with the most rights and permissions is the administrator level. The Customer manages groups, profiles and thus user rights.
At the audit level, Suivo offers the following measures:
An administrator can check what a certain user has done within the different Suivo modules. Also which modules have been consulted.
The activities of Suivo support staff on the Suivo Platform who need to log in to a client account for support purposes and/or handling of helpdesk tickets are also logged and their actions can also be consulted by the Customer in the Audit module.
Suivo also allows data managed by the platform to be exported in the form of reports and other formats for backup purposes for the Customer.
In terms of security, the Suivo platform undergoes continuous penetration testing. The top 10 OWASP threats have already been thoroughly tested in this respect.
The platform is also hosted by Google Cloud, and this Cloud supplier offers the necessary ISO certificates with respect to all aspects associated with safety and security. In addition, Google Cloud Platform is GDPR compliant.
All connections or data exchange with the Suivo platform take place over a secured https connection.
For “checkinatwork” (the NSSO site registration obligation), personal details are exchanged with NSSO via a secure web service connection between NSSO and Suivo.
Data storage on the Suivo platform is always encrypted.
Additionally, the Controller shall, if necessary, implement technical and organisational measures to protect Personal Data from unintentional or unlawful destruction or unintentional loss, alteration, unauthorised disclosure or access.
As soon as he becomes aware of a data leak, the Processor will inform the Controller without undue delay and will assist the Controller where necessary, including but not limited to providing the information required by the Controller to report the data leak to the supervisory authority or to inform the Data Subjects about the data breach. The Processor refrains from making any notification concerning data leaks without explicit and written instructions from the Controller.
The Controller may, at any time, request the Processor to take additional technical and organisational measures. The costs for the implementation of these additional technical and organisational measures are exclusively at the expense of the Controller.
RIGHTS OF DATA SUBJECTS
The Processor shall assist the Controller, in so far as this is possible, to respond to a request for exercising the rights of the Data Subject as laid down in the applicable data protection legislation. The Processor shall inform the Controller of all requests received by the Data Subject regarding the Processing. The Controller is responsible for handling and responding to such requests. The Processor is entitled to compensation for such assistance, based on his hourly rates or other rates agreed between the Parties.
AUDIT
The Controller is entitled to check the Processor or have the Processor checked once per calendar year to ensure compliance with the obligations described in Article 15.2 of these General Terms & Conditions.
The Controller must inform the Processor by registered letter of his intention to carry out an audit at least thirty (30) days prior to the audit. This notification must include the name of the auditor and a description of the purpose and scope of the audit. The audit will take place during regular business hours as applicable at the location of the Processor.
The Processor shall, within a reasonable period of time, provide the Controller or a third party appointed by him with all reasonably required information in order to allow the Controller to check the Processor’s compliance with the legal obligations and provisions of these General Terms & Conditions.
The costs associated with this inspection are fully borne by the Controller. The Processor is entitled to request reasonable compensation from the Controller for the availability of the premises and information.
The Processor is free to provide the Controller with a report on his own accord every year.
The Controller may address any questions relating to the processing of Personal Data by the Processor to: gdpr@suivo.com.
TERMINATION OF THE PROCESSING OF PERSONAL DATA
The Processor shall permanently delete or anonymise all Personal Data and existing copies and backups within a period of two (2) months if it appears that a definitive deletion is not possible concerning the service and the consistency of the underlying system. Within this period, the Controller may request the Processor provide him with all Personal Data and existing copies and backups in a generally accepted file format of the Processor’s choice.
The nullity of any provision under this Agreement will in no way affect the validity of the remaining clauses. By mutual Agreement, the Parties will make every effort to replace the invalid clause with a valid one with the same, or largely the same, economic impact as the invalid clause had.
The Customer agrees that he will not actively approach the employees (employees and/or self-employed consultants) of SUIVO NV directly or indirectly involved in the provision of the Services with the intention of engaging these Employees, and that this obligation commences as from the start of performance of the Services and continues until twelve (12) months after the end date of the Services, except if agreed otherwise by the Parties in writing.
If the Customer contracts, recruits or makes use of an employee of SUIVO NV or makes use of the services of said employee(s), in an employment relationship and/or on an independent basis and/or via a company, the Customer shall then pay Suivo NV a fixed compensation of €50,000 (per infringement), without prejudice to the right of Suivo NV to prove a higher actual loss and to be reimbursed for this. This sum shall be payable on the date on which the Employee is first engaged or on which the Employee’s Services are first used.
The Customer undertakes to impose the obligations described in Article 17 on third parties with which he enters into a partnership and/or agreement. The Customer commits to ensuring that these third parties will not approach any of the Employees of SUIVO NV with the purpose of engaging or recruiting these persons.
Confidential information is defined as all information of any form whatsoever (oral, written, graphic, electronic, etc.) exchanged between the Parties in the context of this Agreement.
Each Party and its employees must maintain the confidentiality of all confidential information received from the other Party in the performance of this Agreement confidential. Additionally, the Parties may only use the confidential information for the purposes of this Agreement. The Parties may not disclose the confidential information to third parties without written consent from the other Party. At a minimum, any information designated as confidential by one of the Parties shall be considered as such.
This confidentiality obligation shall continue to exist for a period of one (1) year after the end of this Agreement, regardless of the cause of the termination of the Agreement.
The following are not considered to be confidential information:
– information obtained legally from a third party not bound by any confidentiality obligation or secrecy;
– information that a Party already knew before it was provided for the purposes of this Agreement;
– information a Party developed independently without violating this Agreement;
– information that came into the public domain without the doings or error of the Party receiving the information;
– information that must be made public pursuant to judicial or administrative decision.
SUIVO NV may include the Customer in its Customer list, publish a brief description of the assignment, and use the Customer’s name and trade mark for publicity purposes and PR activities.
SUIVO NV can call upon subcontractors for the purposes of implementing the Agreement.
Neither this Agreement nor the rights or obligations arising from it may be transferred in whole or in part without the express written consent of both Parties. Without prejudice to the foregoing, SUIVO NV is at all times authorised to transfer this Agreement or the rights or obligations derived from it, in whole or in part, to an affiliated company within the meaning of Article 11 and 12 of the Companies Code without requiring the explicit and written consent of the Customer.
The Parties acknowledge and accept that the success of activities in the field of information and communication technology depends on timely cooperation. The Customer shall at all times promptly grant all reasonable cooperation desired by SUIVO NV. SUIVO NV provides the Services within the limits of this Agreement and the information provided by the Customer. The Customer therefore recognises that the accuracy and completeness of the information provided by him is crucial for meeting the obligations of SUIVO NV under this Agreement. The Customer guarantees the correctness and completeness of the information provided by him and indemnifies SUIVO NV against any damage that might occur due to the incorrect or incomplete provision of information. The Customer shall provide SUIVO NV with all information, technical or general documentation, or other explanatory material concerning the assignment. The Customer guarantees the correctness and completeness of the measurements, requirements, specifications of the services and other data supplied to SUIVO NV by the Customer or on his behalf. SUIVO NV is not responsible for incorrect, missing or conflicting instructions of the Customer.
SUIVO NV will enjoy complete freedom and independence for the implementation of the Agreement. There is no hierarchical relationship between the Customer and SUIVO NV (or the employees, consultants, subcontractors, or vendors upon which SUIVO NV relies for the performance of the Agreement).
Regardless of the nature and value of the judicial act to be demonstrated, SUIVO NV may at all times demonstrate said act based on the following additional evidence: copies or reproductions in any form whatsoever (carbon copy, photocopy, microfilm, scan, etc.), via information carrier, fax, telex and email. Such sources of proof have the same evidential value as a private agreement drawn up in accordance with the provisions of the Belgian Civil Code.
Failure by either Party to enforce any provision of this Agreement does not in any way affect the right of the Party concerned to still demand full compliance by the other Party. Acceptance of a breach of an obligation by the other Party does not imply that the latter waives its rights arising from such obligation.
Suivo reserves the right to amend these General Terms & Conditions at any time. The amended Terms & Conditions of Sale will enter into force on the thirtieth (30th) day after notification of the change in writing (including email) has been sent.
Any provisions under these General Terms & Conditions that, by their nature, are intended to extend beyond the termination or expiration of any sale or license of the Products will remain in force.
Letting, lending, public presentation, projection, broadcasting or any other kind of distribution of the Products is prohibited. Except as permitted by the applicable law, the Customer is not to modify the Products or any part thereof, or to analyse it/them by means of reverse engineering, nor is the Customer to decompile or disassemble the Products, break or circumvent the encryption, nor allow third parties to do so.
Legal competence
The current Agreement is governed by Belgian law. As far as these General Terms & Conditions are concerned, the 1980 Vienna Sales Convention is hereby declared inapplicable. In the event of disputes concerning the implementation and/or interpretation of the present Agreement, which cannot be settled by means of an amicable resolution, only the Courts of Antwerp, Division Antwerp, will be competent. No claim may be imposed by the Customer with regard to services rendered should more than six (6) months have passed since the incident that gave rise to such claim and/or should the Customer fail to notify SUIVO NV hereof within one month after the occurrence of the incident.
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