1. Definitions and scope of applicability

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 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 applicable 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 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 agreement regarding the service is an agreement between the customer and V-tron.
3. The documentation received by the customer regarding the service and the equipment, including manuals and operating instructions, form an inseparable part of the agreements.
4. The customer declares to have gained sufficient insight into the (application) possibilities of V-tron prior to the conclusion of the agreement. He is familiar with the operating conditions 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 how it works.

3. Installation, extension and conversion and maintenance
   1. Installation, removal and conversion of the V-tron units and related equipment, whether or not to another vehicle, may only be carried out by an authorised V-tron dealer.
   2. All delivery period(s) stated and/or agreed by V-tron (delivery date stated on front of this agreement) have been determined to the best of its knowledge on the basis of the data known to V-tron at the time the agreement was concluded, but they are never binding. The mere exceeding of a stated term/practice date shall not cause V-tron to be 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 excess, 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 unaffected. V-tron shall in such case 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 whether the V-tron hardware transmits 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 operation which is 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 carried out by V-tron. In case of work on V-tron Hardware or related equipment by third parties, V-tron shall be entitled to immediately terminate the service agreement, without prejudice to the customer’s obligation to compensate V-tron for its damage. These damages will in any case consist of all monies the customer would have owed if the full subscription had expired.

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 payments due by direct debit and direct debit, or to pay once in advance. Activation will take place within 24 hours after V-tron’s acceptance of the agreement or within 24 hours after installation.

5. Subscription and prolongation
   1. Unless otherwise agreed with V-tron, each subscription is entered into for a period of 36 months starting from 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 expiry date. The cancellation must be made to V-tron.
   3. At least 90 (ninety) days before the contractual expiry date, the Customer may request from V-tron any possible changes to the subscription terms and/or price lists. These changes shall be deemed to be 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 for the agreed period (see agreement) no later than 15 days after actual commissioning.
   2. When paying per month/year of the agreed period, the customer gives an authorisation for payment by debit and direct debit to V-tron. If the Customer’s payment behaviour to V-tron gives reason to do so, V-tron reserves the right to claim an adequate deposit in respect of subscription payments due.
      In the event 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 are 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 services 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 relevant ‘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. Notwithstanding 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 it cancels the agreement by registered letter no later than 14 (fourteen) days after receiving notification of the new tariffs. If direct debit has been agreed, it shall also include the adjusted amount; V-tron shall be entitled to collect the adjusted amount via direct debit.
   2. If the service is changed or extended, 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 cannot enjoy one or several performances for whatever reason, V-tron is not required to offer compensation or alternative performances of any kind to compensate for this.
   2. V-tron undertakes to maintain the website to the best of its ability. Upgrading and/or maintenance of the website, as a result of which the operation of the website may be temporarily interrupted, 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) this ‘visible’ may be interrupted.
      • 2 The operation of the GPRS network, with the general conditions of the relevant ‘provider’ being leading.
      • 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 the V-tron website; it should be accessible via the Internet in a normal way.
   4. V-tron is therefore not liable for the interruptions, suspensions or limitations of service due to the GPS satellites or the GSM/GPRS network not working or malfunctioning, the V-tron hardware not being installed by V-tron according to the rules of craftsmanship, V-tron hardware or related equipment being faulty and/or defective or due to accidental causes, legal or administrative provisions taken or provisions taken by 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, shall have the effect that the obligations between V-tron and the customer will be mutually suspended for as long as the force majeure situation lasts. If fulfilment is no longer possible, the force majeure releases V-tron from its obligations and it shall not be liable for damages in any way. Also regarded as force majeure is force majeure in the company of the party that V-tron has appointed 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. V-tron’s liability shall at all times be limited to crediting the Customer for the relevant period of time.
   7. In case of innovation/conversion to another ‘provider’ and/or bypassing to another technical system etc., it may occur that the service is not accessible for a short period of time. This temporary inaccessibility shall not count as a breach of contract by V-tron.
   8. V-tron is entitled to deliver 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 / termination

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 on the due date or cancels an agreed direct debit.
2. the customer breaches one or more provisions of the agreement.
3. the functioning and/or quality of the 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 the SIM card in a manner inconsistent with its purpose in accordance with the terms of delivery and other agreed provisions, or if maintenance or repair work is carried out by unauthorised persons.

2. If the agreement is terminated for one of the above reasons, the customer is obliged to compensate V-tron for its damage. These damages will in any case consist of all monies the customer would have owed had the full subscription been served.

3. V-tron reserves the right to dissolve the service agreements, without being liable for any compensation, in cases where technical developments and/or circumstances make continuation of the service in the agreed form no longer reasonably possible.

10. Law applicable

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 disputes arising from an agreement concluded with V-tron. This provision applies in full if the other party is a foreign party.