Telematics Terms and Conditions
Webfleet Solutions General Terms and Conditions
1 – Definitions
In these Webfleet Solutions General Terms and Conditions and the Product and Service Schedules, unless explicitly stated otherwise, the following words and expressions have the meaning as set out below:
means with respect to any Party, any other entity controlling, controlled by or under common control with such Party. The terms “control”, “controlling” and “controlled”, as used in this definition, shall mean the legal, beneficial or equitable ownership, directly or indirectly, of more than 50% of the issued share capital or more than 50% of the voting rights, or the power, directly or indirectly, to appoint a member of the board of directors or similar governing body of such entity;
means collectively the agreement between Webfleet Solutions and the Client for the provision of the WEBFLEET Service and/or Products, consisting of the Order Form and any attachments thereto, including these Webfleet Solutions General Terms and Conditions, and to the extent selected on the Order Form, Product and/or Service Schedule(s);
means the customer stated in the Order Form;
means (I) all information and documentation that is considered confidential or proprietary at the time of disclosure, and (II) all information and documentation that falls within any of the follow- ing categories: information regarding clients, distributors, retailers, agents or Users; financial information (except as may have been publicly disclosed pursuant to regulatory requirements); Product pricing information; Product specifications and designs; and manufacturing processes, and all other information disclosed by either Party, which could be reasonably considered confidential to the extent such Party treats such information as confidential or proprietary;
means any cause beyond the reasonable control of the Party affected, which affects the performance of the Contract, including but not limited to prolonged break-down of transport, telecommunication or electric current, Mobile Communication Services, late and/or stagnation of deliveries by Webfleet Solutions’ suppliers, incomplete deliveries by Webfleet Solutions’ suppliers, failure to obtain all Products and/or (third party) services required for the proper fulfilment of the Contract by Webfleet Solutions caused by circumstances that cannot in fairness be attributed to Webfleet Solutions;
“Minimum Contract Period”
means the number of months specified in the Order Form commencing on the date stated therein;
“Intellectual Property Rights”
means all inventions, patents, registered designs, design rights, data base rights, copyrights, know-how, trademarks (including the Trademarks), trade secrets and any other intellectual property rights, and the applications for any of the same and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world;
means an order placed by the Client regarding the type and amount of Products to be delivered to the Client including the requested estimated delivery date and/or subscriptions to the WEBFLEET Service to be taken by the Client, in accordance with the Contract;
means the order form pursuant to which Webfleet Solutions will supply and the Client will purchase or rent the Products and/or take the WEBFLEET Service in accordance with the terms of the Contract;
means either Webfleet Solutions or Client or jointly;
“Product- or Service Schedules”
means the schedules containing product or service specific terms as indicated on the Order Form to apply together with these Webfleet Solutions General Terms and Conditions;
means a device, as referred to on the Order Form item list, either purchased or rented by the Client, that can be used for obtaining Telematics Data and for sending and receiving such data and other messages via Mobile Communication Services (either automatically according to a set procedure or by manual information retrieval);
means the territory specified in the Order Form;
Webfleet Solutions Sales B.V., UK branch, a private company with limited liability, incorporated under the laws of the Netherlands, with its registered seat at De Ruijterkade 154, 1011 AC, Amsterdam, the Netherlands, through its United Kingdom branch, with registered office at Floor 2, Work Life Fitzrovia, 33 Foley Street, Fitzrovia, London W1W 7TL, United Kingdom;
“Webfleet Solutions General Terms and Conditions”
means these general terms and conditions that apply to the WEBFLEET Service, Product purchase and Product rental, as applicable;
“WEBFLEET Telematics Service Platform”
means the IT systems that run the WEBFLEET Service;
means the Webfleet Solutions names, trademarks and logos (whether registered or applied for) and any other names, trademarks, logos, designs and symbols designated to be used on or in relation to the Products or services provided by Webfleet Solutions;
means a person authorised by the Client to access and use the WEBFLEET Service;
means the online service, as available via the WEBFLEET Website, designed to enable the Client to monitor and control the Fleet, to the extent that such Fleet is located in the Territory, by dis- playing and facilitating the transmission of Location Data between the WEBFLEET Telematics Service Platform and the Onboard Units;
means the website www.webfleet.com.
2 – Applicability and Scope
2.1 These Webfleet Solutions General Terms and Conditions, including to the extent indicated on the Order Form the relevant Product and/or Service Schedule(s), shall apply to and are expressly incorporated into the Contract and all subsequent agreements entered into between Webfleet Solutions and the Client in connection with the WEBFLEET Service and/or Products. It is expressly agreed that the general terms and conditions, or any other terms, of the Client do not apply.
3 – Term and Termination
3.1. The term for the subscription to the WEBFLEET Service and for, where applicable, the purchase or rental of Products, commences on the date stated in the Order Form and shall expire after the Minimum Contract Period. Following the Minimum Contract Period, the Con- tract shall automatically renew for consecutive additional periods of one (1) year each, unless either Party gives the other Party written notice of its intention not to renew at least three (3) months prior to the date on which the Contract would otherwise renew.
3.2 Either Party may, without prejudice to any of its other rights arising hereunder, upon giving written notice, terminate the Contract with immediate effect, if: (I) the other Party fails to observe or perform any material term or condition hereof, including in any event non- or late payment, and such default or breach (if capable of remedy) is not remedied within twenty
(20) calendar days after notice in writing, specifying the breach and requiring the same to be remedied, has been given; or (II) any of the following events occur: (a) the presentation of a petition for winding up of the other Party; (b) the other Party is the subject of an order or an effective resolution is passed for winding up the other Party; (c) the application for an order or application for the appointment of a receiver (including an administrative receiver), administrator, trustee or similar officer in respect of the other Party; (d) if a receiver, adminis- trative receiver, administrator or similar office is appointed over all or any part of the assets or undertaking of the other Party; (e) the other Party making a composition or arrangement with its creditors generally or an assignment for the benefit of its creditors or other similar arrange- ment; (f) the other Party goes into liquidation; (g) the other Party becoming unable to pay its debts or otherwise becoming insolvent; or (h) the other Party ceasing, or threatening to cease, to carry on business.
3.3 Upon: (I) the Client’s actual or intended petition for insolvency; or (II) the institution of bankruptcy proceedings; or (III) the appointment of a receiver or administrative receiver in respect of the Client; or (IV) the petition or award of a suspension of payments order; or (V) the Client offering its creditors a private repayment arrangement or should its assets be attached; or (VI) the Client becoming unable to pay its debts or otherwise becoming insolvent; (VII) a default by the Client under any agreement with Webfleet Solutions or any of its Affiliates, then the Client’s debts to Webfleet Solutions shall become immediately due and payable. Subsequent to any such events, Webfleet Solutions shall be entitled to suspend performance of the Contract until such time that the Client has fulfilled all of its obligations under the Contract.
3.4 All clauses which are either expressly or by implication intended to survive termination shall continue to apply after termination of this Contract. Only Orders placed and accepted by Webfleet Solutions prior to the termination date shall be fulfilled by Webfleet Solutions.
4 – Not Used
5 – Force Majeure
5.1 Except for payment obligations, if a Party is prevented or delayed in the performance of any of its obligations under the Contract by Force Majeure, then that Party will be excused from the performance or punctual performance, as the case may be, of its obligations, to the extent that such Force Majeure continues, and such Party agrees to use all reasonable endeavours to overcome or work around the Force Majeure so as to be able to perform its obligations under the Contract. In no case shall an event of Force Majeure excuse timely payment of fees and charges due by the Client to Webfleet Solutions for the provision of WEBFLEET Service, or for the purchase or rental of Products. For the sake of clarity, the Client shall not be entitled to invoke Force Majeure as an excuse for non-payment of the invoices submitted by Webfleet Solutions.
5.2 Should the period in which a Party cannot fulfil its obligations because of Force Majeure continue for longer than 30 calendar days, either Party shall be entitled to terminate the Contract in writing without there being an obligation to pay any compensation whatsoever arising out of or in connection hereto.
5.3 Notwithstanding clause 5.2 of these Webfleet Solutions General Terms and Conditions, if, at commencement of Force Majeure, Webfleet Solutions has partly fulfilled its obligations or is only partly able to fulfil its obligations, it shall be entitled to charge all activities carried out prior to the start of the Force Majeure event and costs incurred in this respect separately to the Customer as if such costs related to a separate Contract.
6 – Intellectual Property
6.1 Webfleet Solutions retains all Intellectual Property Rights vested in the WEBFLEET Service, WEBFLEET Website, WEBFLEET Telematics Service Platform, and the Products. The Client shall not at any time acquire any rights, title or interest in these Intellectual Property Rights by virtue of any use that the Client may make thereof pursuant to the Contract.
6.2 The Client shall: (I) not cause or permit any third party to cause any damage or endanger the Intellectual Property Rights of Webfleet Solutions; (II) without prejudice to any other rights of Webfleet Solutions, indemnify Webfleet Solutions for any loss suffered by Webfleet Solutions by reason of any use by the Client or User of Intellectual Property Rights of Webfleet Solutions other than in accordance with the Contract; (III) not in any way alter the packaging or labeling of the Products as supplied by Webfleet Solutions unless such alterations have first been approved by Webfleet Solutions in writing; (IV) not alter, remove, or in any way tamper with the Trademarks or affix any other name, Trademark, logo, design or symbol on a Product or the packaging thereof unless such has been approved by Webfleet Solutions in writing; (V) not use any Trademarks so as to prejudice the distinctiveness or validity or the goodwill of Webfleet Solutions therein; (VI) not in any way use the Trademarks on or in connection with any products or services other than the Products; (VII) not in any way use the Trademarks in any name, Trademark or logo of the Cli- ent, whether or not such name, Trademark or logo is used in connection with the performance of a Contract; (VIII) not use any name, Trademark, logo, design or symbol so resembling any of the Trademarks as to be likely to cause confusion or deception; (IX) ensure that all references to, and use of, any Trademarks are approved by Webfleet Solutions; (X) not challenge the validity or enforceability of or Webfleet Solutions’ entitlement to use any of its intellectual property;
(XI) not, and shall not help others, reverse engineer, directly or indirectly, modify the features or functionality of, copy or create derivative works using all or any portion of, analyze or remove components from, decompile, or otherwise reverse engineer or attempt to reverse engineer or derive source code, techniques, algorithms or processes from any Product or any portion of any Product, or permit or encourage any third-party to do so; (XII) promptly notify Webfleet Solutions if Client becomes aware of any attempt to reverse engineer any Product or any portion of any Product.
6.3 In the event the Client at any time whether directly or indirectly contests Webfleet Solutions’ ownership of the Intellectual Property Rights, or does anything that would jeopardize or diminish Webfleet Solutions’ rights to the WEBFLEET Service, WEBFLEET Website, WEBFLEET Telematics Service Platform, or the Products, or the value of the Intellectual Property Rights vested therein, Webfleet Solutions has the right to immediately terminate the Contract.
6.4 The Client shall not engage in any conduct which in the opinion of Webfleet Solutions is prejudicial or likely in the future to be prejudicial to Webfleet Solutions’ business or marketing of the Products.
7 – Liability
7.1 Subject to clause 7.3 of these Webfleet Solutions General Terms and Conditions, Webfleet Solutions’ aggregate liability, whether in contract, tort (including in either case negligence), misrepresentation (other than fraudulent misrepresentation), breach of statutory duty or otherwise pursuant to the Contract, shall be limited to the net price paid or to be paid by the Client for the WEBFLEET Service in the full year (12 months) in which the loss or damage occurred, the price paid for those Products that actually caused the damage or the rental rates paid or to be paid by the Client for those Products that actually caused the damage over a preceding period of 12 months, whichever is greater. In all other cases Webfleet Solutions’ liability shall be excluded.
7.2 Webfleet Solutions shall never be liable for: (I) any loss of profits, anticipated savings, revenue, business, loss or corruption of data, loss of use, loss of goodwill, loss due to delay; or (II) any indirect or consequential loss or damage whatsoever.
7.3 Nothing in this clause 7 and in the entire Contract shall be deemed to exclude or limit the liability of either Party: (I) in respect of loss or damage caused by willful intent or gross negligence of a Party or its officers, employees, agents or contractors; or (II) in respect of injuries to, damages to the health of, or death of any person, caused by a Party or its officers, employees, agents or contractors. (III) in respect of payment of any sums due under this Contract; or (IV) for any other liability which cannot be excluded by law.
7.4 To the fullest extent permitted by Applicable Laws, any claim for loss or damages (except a claim for damages arising out of clause 7.3 of the Webfleet Solutions General Terms and Conditions) must be notified to Webfleet Solutions within twelve (12) months as from the date on which the damage was caused, failing which such claim is deemed to be waived.
7.5 All warranties, conditions or other terms implied by statute that are not expressed in the Contract are, to the fullest extent permitted by Applicable Laws, excluded from the Contract.
8 – Confidentiality
Neither Party shall at any time during or after the term of the Contract divulge, disclose or otherwise furnish, directly or indirectly, to any third party any Confidential Information un- less explicitly permitted herein or required by law. The provisions of this clause 8 shall not apply to any information which the receiving Party can demonstrate (I) is or becomes public knowledge other than by breach of a duty of confidentiality; or (II) is in the possession of the receiving Party without restriction in relation to disclosure before the date of receipt from the disclosing Party; or (III) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or (IV) is independently developed without access to the Confidential Information.
The receiving Party may disclose the Confidential Information disclosed by the disclosing Party as required by law or to comply with an order of a court or other governmental entities or regulatory authorities that have jurisdiction over the receiving Party, provided that the receiving Party: (I) gives the disclosing party reasonable written notice to allow it to seek an injunctive order or other appropriate remedies and provide any assistance which the disclosing party may require in order to secure such order or remedies; (II) discloses only such information as is required by the governmental entity or regulatory authority; and (III) uses its reasonable best efforts to obtain confidential treatment for any Confidential Information so disclosed.
9 – Miscellaneous
9.1 Neither Party may assign, sub-contract, transfer or dispose of any of its rights and obliga- tions under the Contract, either in whole or in part, without the prior written consent of the other Party, provided that Webfleet Solutions may assign, sub-contract, transfer or dispose of any of its rights and obligations under the Contract, either in whole or in part, to any of its Affiliates without the Client’s prior consent.
9.2 The illegality, invalidity or unenforceability of any provision of the Contract shall not af- fect the legality, validity or enforceability of the remainder of the clause or paragraph which contains the relevant provision or any other provision of the Contract. If the remainder of the provision is not affected, the Parties shall use all reasonable endeavours to agree within a reasonable time upon any lawful and reasonable variations to the Contract which may be necessary in order to achieve, to the greatest extent possible, the same effect as would have been achieved by the clause, or the part of the clause, in question.
9.3 Except for clause 7.4 of these Webfleet Solutions General Terms and Conditions, the rights of either Party under the Contract are without prejudice to all other rights and remedies available to either Party and no failure or delay by either Party to exercise any right under the Contract will operate as a waiver of such right under the Contract.
9.4 Except as expressly otherwise provided for herein, no amendment to the Contract is valid or binding unless made in writing.
9.5 Webfleet Solutions may unilaterally change the provisions of these Webfleet Solutions General Terms and Conditions (including the Product and Service Schedules), which amend- ments shall enter into force on the date that the Client is notified thereof.
9.6 All notices, consents, waivers and other communications under this Contract must be in writing, in English and delivered by hand or sent by regular mail, registered mail, express courier or e-mail to the appropriate addresses set out in the Contract (or to such addresses as a Party may notify to the other Party from time to time). A notice shall be effective upon receipt and shall be deemed to have been received at the time of delivery (if delivered by hand, registered mail or express courier) or at the time of successful transmission (if delivered by e-mail).
9.7 Webfleet Solutions shall provide to the Client on request a copy of all such data held by it under the Contract, and shall promptly inform the Client if any such data is lost or destroyed or becomes damaged, corrupted, or unusable. Webfleet Solutions will restore such data at its own expense.
9.8 A person who is not a party to this Agreement may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.
10 – Disputes and Applicable Laws
Each dispute arising under the Contract shall, in first instance, be settled by the competent Court of London which will have exclusive jurisdiction in respect of any such disputes. The Contract is subject to English law.
Product Schedule to the Webfleet Solutions General Terms and Conditions – Purchase of Products Terms
1 – Delivery of Products
1.1 Delivery by Webfleet Solutions shall be deemed to have taken place as agreed upon in the Contract. Transport of the Products to Client shall be performed in accordance with the terms of the Contract. Delivery shall be Carriage and Insurance Paid (CIP Incoterms 2010), unless explicitly otherwise agreed. Webfleet Solutions is entitled to carry out the delivery in stages and each stage of the delivery may be invoiced separately.
1.2 The Products that shall be delivered by Webfleet Solutions to Client are listed on the Order confirmation and all Orders placed by the Client are subject to stock being available. An agreed delivery date is not a final deadline, unless expressly agreed otherwise in writing. Webfleet Solutions will use its best endeavors to timely deliver the Product.
1.3 If the Client refuses or neglects to take possession of the Products, it nevertheless remains obliged to fulfil its payment obligations. In such case, the Products will be stored at the risk and expense of the Client.
2 – Limited Warranty
Webfleet Solutions warrants to the Client that the Products delivered meet the agreed upon qualities for a period of 12 months after delivery, provided that this warranty does not apply to normal wear and tear, and does not cover any damage caused by misuse, neglect or abnormal storage or usage, including any physical damage to the surface of the Product. In addition, Web- fleet Solutions warrants to the Client that the Product will be free from defects in workmanship and materials under normal use in accordance with its Limited Warranty, the most recent version of which can be found on www.webfleet.com/legal.
3 – Inspection and Claims
3.1 The Client is obliged to inspect, or to arrange inspection of, the Products on delivery, or at least as soon as possible thereafter. In this respect the Client is obliged to ascertain whether the Products meet the requirements of the Contract, namely: (I) that the correct Products have been delivered; (II) that the quantity meets the quantity stipulated in the Contract; and (III) that the Products delivered meet the agreed quality requirements or, in the absence of such agreement, meet the requirements stipulated for normal usage or trade purposes. Should defects be discovered then the Client is obliged to promptly notify Webfleet Solutions in writing thereof, specifying the nature and type of the claim and in accordance within the Contract.
3.2 The Client is obliged, after timely notification of the claim, to retain the Products until Webfleet Solutions has had the opportunity to inspect such Products or until Webfleet Solutions notifies the Client that it waives its right to inspect. The Products can only be returned to Webfleet Solutions after it has granted its prior written approval (e-mail acceptable) and pursuant to conditions stipulated by Webfleet Solutions. If Webfleet Solutions finds the claim to be legitimate, it shall, at its sole discretion, replace the Products or issue a credit note.
3.3 The Client shall at all times be obliged to keep the Products delivered in good and proper order. Should the Client fail to comply with this provision, its right of recovery will lapse.
4 – Retention of Title
4.1 Webfleet Solutions shall retain all legal and beneficial title to the Products until the Client has paid all amounts outstanding to Webfleet Solutions, including but not limited to the price for Products delivered and all other sums due to Webfleet Solutions under the Contract or any other agreements.
4.2 Should the Client be in default under the Contract or should there be good reason to suspect that the Client may default on any of its obligations, Webfleet Solutions shall be entitled to remove the Products belonging to it from the Client’s possession or from the possession of a third party holding the Products on behalf of the Client at the Client’s expense. The Client is obliged to render all assistance necessary relating to the removal and will be liable for any reasonable costs in relation to the removal.
4.3 Until title to the Products has passed to the Client, the Client shall store the Products separately from all other goods held by the Client so that they remain readily identifiable as Webfleet Solutions’ property; and (I) not remove, deface or obscure any identifying mark or packaging on or relating to the Products; and (II) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(III) notify Webfleet Solutions immediately if it becomes subject to any of the events listed in clause 3.2 or clause 3.3 of the Webfleet Solutions General Terms and Conditions; and (IV) give Webfleet Solutions such information relating to the Products as Webfleet Solutions may require from time to time.
5 – Prohibition to resell
5.1 Due to the fact that the Products are linked to Subscriptions, the Client shall not be entitled to sell or rent the Products without the prior written consent of Webfleet Solutions.
5.2 A violation of the provision under 5.1 shall entitle Webfleet Solutions to suspend the access of the Client to the WEBFLEET Service and/or terminate the Contract with immediate effect.
Service Schedule to Webfleet Solutions General Terms and Conditions
– WEBFLEET Service Terms
1 – Definitions
“Data Protection Laws”
means the General Data Protection Regulation (2016/679/EC, the “GDPR”), the (successor of the) Privacy and Electronic Communications Directive (2002/58/EC) and any applicable (local) data protection laws and regulations;
means the vehicles or assets to be managed via the WEBFLEET Service;
means the data retrieved or captured by the Product, such as the geographical position of the Fleet, trip information, driving behavior, working time, driver’s performance, and any other data, messages and video footage displayed on the WEBFLEET Telematics Service Platform;
“Mobile Communication Services”
means the mobile electronic communication services used for transmitting the Telematics Data;
2 – The WEBFLEET Service
2.1 Client is granted a non-exclusive and non-transferable right to use the WEBFLEET Service in the Territory.
2.2 Client may use the WEBFLEET Service in connection with the number of Products set out in the Order Form. If, at any time, the Client wishes to increase the then current number of Products it must notify Webfleet Solutions thereof and sign a separate Contract.
2.3 Client is responsible for: (I) equipping the Fleet with properly working Products and ensuring the contactability of such Products, or allowing a third party to do so; (II) ensuring that has properly functioning browser software and internet access to the WEBFLEET Service of sufficient capacity; and (III) the correct configuration of the WEBFLEET Service.
2.4 Webfleet Solutions does neither warrant that GPS, the Mobile Communication Services or cloud storage services provided by third parties will continue to support the functionality offered by the WEBFLEET Service nor that the Client will be able to successfully use the WEBFLEET Service for the intended use, as referred to in clause 2.1 of these WEBFLEET Service Terms, due to the fact that such use depends partly on circumstances beyond Webfleet Solutions’ reasonable control, including those circumstances for which the Client will be responsible pursuant to clauses
2.3 and 4 of these WEBFLEET Service Terms.
2.5 Webfleet Solutions reserves the right to change the look and feel of the WEBFLEET Service and the way the Telematics Data are displayed.
2.6 For the provision of the WEBFLEET Service, Webfleet Solutions collects, compiles, stores and uses, and generally processes aggregated and non-aggregated data and system usage information (the “System Data”). The Client acknowledges and agrees that Webfleet Solutions and its Affiliates use the System Data for the following purposes (“Use Purposes”): (I) to maintain and improve the WEBFLEET Service and Products; (II) to conduct technical diagnostics; (III) to detect fraud and abuse; (IV) to create usage reports and for the creation of new products; (V) to develop, jointly or together with its Affiliates or third parties, and distribute the creation of new services and products. To the extent the System Data includes Personal Data, Webfleet Solutions shall ensure this data is anonymized to such an extent that it no longer qualifies as ‘personal’ data (the “Anonymised Data”).
2.7 The Client grants Webfleet Solutions and its Affiliates an irrevocable, perpetual worldwide non-exclusive license to use the System Data and Anonymised Data in accordance with the Use Purposes and to make the same available, directly or indirectly (including via its Affiliates), to customers, distributors, resellers and end users, whether for their own use or for further distribution.
3 – User Names and Passwords
3.1 Webfleet Solutions shall provide the Client with the necessary access data, such as account names, Usernames and passwords. For security reasons, the Client must change the issued passwords immediately after having accessed the WEBFLEET Service for the first time and must keep the access data confidential.
3.2 The Client is responsible and liable for any use of the WEBFLEET Service if the User obtained access to such service via the Client’s access data, even if the Client did not consent to or was unaware of such use, unless such use takes place three (3) working days after Webfleet Solutions has received a written request from the Client to invalidate the User’s access data.
4 – Transmission
Webfleet Solutions will procure the Mobile Communication Services for the transmission of Telematics Data between the Products and the WEBFLEET Telematics Service Platform. The Client acknowledges and agrees that Webfleet Solutions is dependent on the performance of the third parties providing these services, and therefore cannot warrant: (I) that the Mobile Communica- tion Services will be available on a continuous basis and at any place within the Territory (for in- stance due to gaps in network coverage, or changes related to infrastructure and/or technology of the relevant Mobile Communication Services and due the fact that these providers reserve the right to suspend their services for maintenance purposes, for security reasons, under instruction of competent authorities etc.); or (II) the speed at which the Telematics Data will be transmitted.
5 – SIM-cards
5.1 Webfleet Solutions will provide the Client with SIM-cards preinstalled in each Product that the Client is licensed to use in connection with the WEBFLEET Service, which the Client shall use solely: (I) in combination with the Products; and (II) for transmitting Telematics Data between the Fleet and the WEBFLEET Telematics Service Platform.
5.2 The ownership of SIM cards provided by Webfleet Solutions is retained by Webfleet Solutions.
5.3 Client shall indemnify, defend and hold Webfleet Solutions and its Affiliates harmless from and against any losses, damages, fines, costs or expenses (including legal fees) arising from or in connection with claims from third parties with respect to, in particular the underly- ing wireless service carrier, that the Client’s use of the SIM-cards provided by Webfleet Solu- tions is not in conformity with the Contract.
6 – Fair Use Policy
6.1 By accepting these WEBFLEET Service Terms, the Client agrees to be bound by the Fair Use Policy described in this clause 6. Webfleet Solutions’ Fair Use Policy is designed to make sure that the WEBFLEET Service is of great value, high quality and reliable.
6.2 Webfleet Solutions has a Fair Use Policy because at peak times, many Webfleet Solutions Clients use the shared network bandwidth of our WEBFLEET Service. The vast majority of Webfleet Solutions’ Clients use the WEBFLEET Service considerately and their usage levels do not disproportionately affect the shared network capacity. Only a very small number of our Clients use the WEBFLEET Service inappropriately, for example units that are consuming a large amount of data due to automated systems that generate large messaging traffic via WEBFLEET.connect. As a result of this excessive use, the quality of the WEBFLEET Service for all Users may be affected. The Fair Use Policy manages inappropriate and/or excessive use and makes sure the WEBFLEET Service can be used by everyone.
6.3 If the Client regularly uses the WEBFLEET Service inappropriately and/or excessively and Webfleet Solutions believes this is affecting the WEBFLEET Service, Webfleet Solutions will notify the Client about this usage and Webfleet Solutions will ask the Client to change or de- crease this kind of usage. If the Client continues to use the WEBFLEET Service inappropriately, Webfleet Solutions reserves the right to suspend (a part of) the WEBFLEET Service or unilaterally terminate the Contract by providing written notice thereof to the Client.
6.4 Webfleet Solutions’ Fair Use Policy applies to all Clients but will only affect the Client if the Client is one of the very few Clients who make inappropriate or excessive use of the WEBFLEET Service.
7 – Data Protection
7.1 Each Party shall at all times comply with its respective obligations under the provisions of Data Protection Laws. This clause 7 is in addition to, and does not relieve, remove or replace, a Party’s obligations under the Data Protection Laws. References to “ Processor”, “Controller”, “Data Subject” and “Personal Data” shall have the meanings defined in the Data Protection Laws.
7.2 Without prejudice to the generality of clause 7.1 of these WEBFLEET Service Terms, the Client will ensure that it has all necessary notices in place and has secured the appropriate legal basis to enable lawful transfer of Personal Data to Webfleet Solutions for the duration and purposes of the Contract.
7.3 Where Webfleet Solutions or any of its subcontractors, as part of the fulfilment of its obligations under the Contract, processes Personal Data as a Processor on behalf of the Client acting as a Controller, Webfleet Solutions shall, and shall procure that its subcontractors as Sub-Processors shall during the term of the Contract:
7.3.1. comply with the obligations of a Processor under the Data Protection Laws;
7.3.2. process the Personal Data only on the written instructions from the Client when processing Personal Data provided to it under the Contract, unless Webfleet Solutions is required to do so by the laws of a Member State or by the laws of the European Union (“Applicable Law”) in which case Webfleet Solutions shall inform the Client of that legal requirement before processing, unless Applicable Law prohibit such notification to the Client;
7.3.3. comply with the Client’s instructions in relation to the processing of Personal Data as such instructions are given and varied from time to time by the Client;
7.3.4. at all times take all appropriate technical and organizational measures, to pro- tect against unauthorized or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data. A detailed description of the technical and organizational measures shall be available to the Client through the WEBFLEET Telematics Service Platform or on request;
7.3.5. ensure that only appropriately trained personnel have access to and/or process Personal Data and they are obliged to keep the Personal Data confidential;
7.3.6. not transfer any Personal Data outside the European Economic Area to a third country that does not ensure an adequate level of protection as defined in article 45 (1) GDPR without the Client’s prior written consent.
7.3.7. notify the Client if it receives any complaint, notice or communication that relates directly or indirectly to the processing of Personal Data under the Contract, provide full co-operation and assistance in relation to any such complaint, notice or communication;
7.3.8. notify the Client without undue delay and no later than within 5 days if it receives a request from a Data Subject for access to that person’s Personal Data and it shall provide the Client, at the Client’s cost, with full co-operation and assistance in responding to any request from a Data Subject;
7.3.9. maintain complete and accurate records and information to demonstrate its compliance with this clause 7.3 and allow the Client and its authorized representatives to audit compliance by Webfleet Solutions or by its subcontractors with Webfleet Solutions’ obligations to the Client under the Contract in connection with its processing of Personal Data as a Processor;
7.3.10. notify the Client without undue delay after becoming aware of a Personal Data breach;
7.3.11. at the written direction of the Client, delete Personal Data and copies thereof to the Client on termination of the Contract unless required by Applicable Law to retain the Personal Data.
7.4 Webfleet Solutions shall inform the Client of its intention to engage a sub-processor and the Client shall have the right to reasonably oppose the appointment of a new sub-processor if the Client has substantive and legitimate reasons for opposing the specific sub-processor and shall notify Webfleet Solutions of such objections in writing as soon as possible after receipt of the notice relating to such sub-processor. Webfleet shall ensure that Sub-Processor undertakes, by way of written agreement, substantively the same obligations as imposed on Webfleet solutions in the Contract. The addition or removal of a Sub-Processor should not negatively affect the level of security within the Contract to less than that which existed at the time of signing the Contract.
7.5 The Client shall have the right to obtain information from Webfleet Solutions, upon written request, on the substance of the contract and the implementation of the data protection obligations within the Sub-Processor relationship.
7.6 The Parties acknowledge that they have agreed that the Client will respond to enquiries from Data Subjects and relevant supervisory authority concerning the processing of Personal Data by Webfleet Solutions.
7.7 Notwithstanding any obligations Webfleet Solutions has as a Processor, Webfleet Solutions will immediately notify the Client upon any legal request from any governmental and/or judicial body, where this request relates to the Client’s Personal Data. The Client may, at its sole discretion, decide to handle this request.
7.8 If Webfleet Solutions has or should have any reason to doubt the qualification of any data set or individual piece of data or information as Personal Data or vice versa, it will take direction from the Client prior to making any decision on the processing of said data or information.
7.9 The Client is aware that the legality of the use of certain Products depends on the intended scenario of usage, and that in some cases it may not be legal to use a Product. Furthermore, in some cases, additional compliance measures (such as the collection of consent) will be required from the Client. The Client is solely responsible for ensuring that the installation, maintenance and use of the Products, such as dashcams, and WEBFLEET service is in accordance with all applicable laws (including Data Protection Laws).