1. Definitions and scope of validity

1. V-tron means: V-tron BV, based in Deventer, as well as its affiliated companies. Affiliated companies means: V-tron Montage BV and the V-tron dealers appointed by V-tron hereinafter referred to as V-tron , unless the purport of the provision indicates otherwise.
2. Customer means the person or organization who enters into an agreement with V-tron.
3. These terms and conditions apply to all offers of, services/deliveries/work performed by and concluded in accordance with V-tron. The applicability is accepted by the customer by placing an order and/or entering into an agreement, and furthermore by any act from which it can be derived that an agreement has been entered into. A change by the customer to any other general or specific terms and conditions whatsoever will not be accepted by V-tron. The customer fully acknowledges the validity of these terms and conditions to verbal agreements between V-tron and the customer. Once declared applicable to a first (written) agreement they do not need to be declared again for further (extension) agreements.
4. Service means the total of subscriptions to be purchased and/or all related services and products.
5. V-tron dealer means the person appointed by V-tron to act as an intermediary in the establishment of subscriptions or the person appointed by V-tron to sell the services and products.

 

2. Agreement
   1. The agreement regarding the delivery and installation of the V-tron units with accessories is an agreement between V-tron and the customer.
   2. The service agreement is an agreement between the customer and V-tron.
   3. The documentation received by the buyer concerning the services and equipment, including manuals and operating instructions, are an inseparable part of the agreements.
   4. Prior to the conclusion of the agreement, the customer declares to have gained sufficient insight into the (application) possibilities of V-tron. He is familiar with the modes of operation and the technical data of the equipment. Prior to the purchase of the V-tron subscriptions, products and services, the customer has thoroughly gone through the possibilities of the service, so that he knows its operation.

 

3. Installation, removal, conversion and maintenance
   1. Installation, removal and conversion of the V-tron units and related equipment, whether to another vehicle or not, may only be carried out, by an authorized V-tron dealer.
   2. All by V-tron mentioned and/or agreed (delivery date mentioned on front of this agreement) delivery date(s) are determined to the best of its knowledge based on the data known to V-tron at the time of entering into the agreement, but they are never binding. The mere exceeding of a stated period/practice date shall not put V-tron in default. In case of exceeding, delay or any other impediment in the performance of this agreement on the part of V-tron, the rights of V-tron shall remain unaffected. Dissolution of this agreement on the grounds of overrun, delay or impediment on the part of V-tron is excluded. In case of overrun, delay or any impediment in the performance of this agreement on the part of the Customer, the rights of V-tron shall remain in full force and effect. In such case V-tron shall be entitled, if it suffers damage as a result, to charge the costs thereof to the Customer.
   3. Immediately after installation, the customer checks on site that the V-tron hardware is transmitting the signal correctly.
   4. When converting to another vehicle, the customer must provide the data of the new vehicle (object). V-tron cannot be held liable for any late or poor performance due to incorrect or untimely communication of the data to V-tron.
   5. The V-tron Hardware and related installed equipment will become the property of the customer after full payment. Maintenance of the equipment, as well as any repairs, may only be done by V-tron. In case of work on V-tron Hardware or related equipment by third parties, V-tron is entitled to immediately terminate the service agreement, without prejudice to the obligation of the customer to compensate V-tron for its damage. These damages consist in any case of all monies the customer would have owed, had the full subscription been served.

 

4. Activation

The service will be activated only when V-tron has accepted the agreement signed. By signing the agreement, the customer undertakes to make the payments due by direct debit and direct debit, or to pay once in advance. Activation occurs within 24 hours after V-tron accepts the agreement or within 24 hours after installation.  

5. Subscription and renewal
   1. Unless otherwise agreed with V-tron, each subscription is entered into for a period of 36 months, beginning on the date of activation.
   2. The subscription is tacitly renewed for successive periods of 12 months each unless cancelled by the customer by registered letter at least 90 (ninety) days before the contractual expiration date. Termination must be made to V-tron.
   3. At least 90 (ninety) days before the expiration date of the agreement, the Customer may request from V-tron any possible changes to the subscription terms and/or price lists. These changes will be deemed accepted by the Customer if the Customer does not object in writing within 30 days. In case the changed conditions, rates and subscription fees, other/ higher than the normal indexation at that time are not accepted, this may lead to dissolution of the agreement.

 

6. Payments
   1. The subscription must be paid by the customer in one payment no later than 15 days after the actual commissioning for the agreed period (see agreement). When paying per month/year of the agreed period, the customer gives an authorization for payment by debit and direct debit to V-tron. If the Customer’s payment record to V-tron gives reason to do so, V-tron reserves the right to claim an adequate deposit in respect of subscription payments due.
   2. In the case of any agreed payment by Credit Card via the Internet, no invoice will be sent; the customer will receive an invoice by e-mail upon request. Suspension and/or set-off is not permitted.
   3. In case of late payment, the invoice amount will be increased, without any notice of default being required, by an interest of 1% per month and by the costs related to the collection of this invoice or invoices. The collection costs to be charged will be at least 15% of the total outstanding amount.
   4. V-tron reserves the right to suspend or discontinue service in the event of late payment without prejudice to the customer’s obligation to pay V-tron the full subscription price until the end date of the agreement.

7. Price Adjustment
   1. The Customer acknowledges that the price for the service in terms of monthly communication costs via GPRS and/or GSM, depends on the pricing policy applied by the respective ‘provider’ of these communication networks, based on legal regulations and in line with the general trend of market prices for equivalent services of the same quality level. Despite the fact that V-tron has entered into a supply agreement with the relevant ‘provider’ which in terms of time period and basis of costs relates to the customer’s respective (standard) subscription, each ‘provider’ makes a reservation with respect to such agreements to adjust prices and/or conditions in the interim in permissible, occurring cases. In accordance with these price control regulations, V-tron reserves the right to revise the prices, specifications and features of the present communication provided that a notification has been communicated to the customer in writing 30 (thirty) days prior to the effective date of the adjustment. It is assumed that the customer agrees to the changes unless he cancels the agreement by registered letter no later than 14 (fourteen) days after receiving notification of the new rates. If direct debit has been agreed upon, it shall also include the adjusted amount; V-tron shall be entitled to collect the adjusted amount through the direct debit.
   2. In case of any change or extension of the service, whether or not agreed verbally, V-tron is entitled to adjust the (instalment) amount of any agreed direct debit accordingly.

 

8. Compliance, operation
   1. In the event that the customer is unable to enjoy one or more performances for any reason, V-tron is not required to offer compensation or alternative performances of any kind to compensate for them.
   2. V-tron is committed to maintaining the website in the best possible manner. Upgrading and/or maintenance of the website, which may temporarily interrupt the operation of the website, will be announced in advance on the website.
   3. The Customer is aware that the operation and effectiveness of the Service depends on circumstances over which V-tron itself has no direct or indirect influence, including:
      • 1 The constellation and operation of the GPS satellites: for correct positioning of the vehicle in which V-tron hardware is installed, at least 3 satellites must be ‘visible’ at the same time. In certain circumstances (e.g. shielding by buildings or other natural barriers) it is possible that this ‘visible’ may be interrupted.
      • 2 The operation of the GPRS network, with the terms and conditions of the relevant “provider” leading the way.
      • 3 The periodic updating and possible detailing of the maps of the agreed territory.
      • 4 The inaccessibility of the V-tron hardware because no GPS signal (obtained via satellites) and no GSM signal can reach the V-tron hardware due, for example, to the fact that the vehicle with the built-in V-tron hardware is located in a covered garage, in a tunnel, etc. which may completely isolate the V-tron hardware.
      • 5 The operation of V-tron’s website; it should be accessible via the Internet in a normal manner.
   4. Therefore, V-tron shall not be liable for the interruptions, suspensions or limitations of service due to the failure or malfunction of the GPS satellites or the GSM/GPRS network, to the failure of V-tron hardware to be installed by V-tron according to the rules of workmanship, to the failure of V-tron hardware or related equipment to be defective and/or faulty or to accidental causes, to legal or administrative provisions taken or provisions taken by the competent authorities.
   5.  Faults in the company of V-tron as a result of force majeure which prevent the customer from using the service for a period of five consecutive days, will result in the mutual obligations between V-tron and the customer being suspended for as long as the force majeure situation lasts. If fulfillment is no longer possible, the force majeure releases V-tron from its obligations and it will not be liable for damages in any way. Also considered as force majeure is the force majeure in the company of the person who has appointed V-tron to perform the service (GPRS ‘provider’, ‘internet provider’ etc.). In case of force majeure V-tron will notify the Customer as soon as possible.
   6. Liability of V-tron shall at all times be limited to crediting the amount charged to the Customer in this respect over the relevant period.
   7. In case of innovation/conversion to another ‘provider’ and/or bypassing to another technical system etc., it may happen that the service is not accessible for a short period of time. This temporary inaccessibility does not count as a breach of the agreement by V-tron.
   8. V-tron has the right to supply another unit. This is really only possible if it has the same operation as the unit determined on the front of the contract.

  9. Suspension/dissolution

1. V-tron may suspend the service without prior notice of default, or dissolve the agreement without this giving rise to any claim for compensation for the customer in those cases where:

 

1. the customer fails to pay invoices by the due date or withdraws an agreed direct debit.
2. the customer breaches one or more provisions of the agreement.
3. the operation and/or quality of service is disrupted by intent or negligence of the customer.
4. the customer is guilty of unlawful use under these terms of delivery and/or the agreement.
5. in case of fraudulent use of the V-tron unit.
6. the customer uses the V-tron unit and/or SIM card in a manner inconsistent with its intended use in accordance with the terms of delivery and other agreed provisions, or if maintenance or repair work is carried out by unauthorized persons.

  2. Upon termination of the agreement for one of the above reasons, the customer is obliged to compensate V-tron for its damages. These damages consist in any case of all monies the customer would have owed, had the full subscription been served. 3. V-tron reserves the right to terminate the service agreements, without being liable for damages in any way, in cases where due to technical developments and/or circumstances continuation of the service in the agreed form is no longer reasonably possible.   10. Applicable law All agreements concluded with V-tron shall be governed solely by Dutch law. The Dutch court, to the exclusion of all others, shall have jurisdiction over any disputes arising from an agreement concluded with V-tron. This provision applies in full when the other party is a foreign party.