Terms and Conditions of Delivery and Service of Spotter B.V. (hereinafter "Terms and Conditions")

1. Definitions

In these Terms and Conditions, the following terms shall have the following meanings:

Spotter B.V.: Spotter B.V., located at Leeuwenhoekweg 20c, 2661 CZ, Bergschenhoek, Netherlands.

Buyer: The natural person or legal entity that has or enters into a contractual relationship with Spotter B.V.

Consumer Buyer: The natural person, acting outside the scope of his or her profession or business, who has or enters into a contractual relationship with Spotter B.V.

Products: The subject matter of one or more agreements.

Trackers: Track and Trace hardware sold by Spotter B.V. under any brand name.

Supplier: The provider of products or services in or via Spotter B.V..

Other Party: Any natural or legal person with whom Spotter B.V. enters into an Agreement or is in negotiations regarding the conclusion of an agreement, or to whom Spotter B.V. makes an offer or provides a delivery or other service.

Services: All work, whether or not via a third party and in whatever form and manner whatsoever, which Spotter B.V. performs for or on behalf of the Other Party, the Buyer and the Consumer Buyer, including the services, facilities and transport of telecommunications traffic which Spotter B.V. provides to the Other Party, the Buyer and/or the Consumer Buyer.

Network: The network of the telecoms provider with which Spotter B.V. collaborates.

Agreement: The agreement for the provision of the Service and/or Product by Spotter B.V. to the Customer. The price list and the Terms and Conditions form part of the agreement.

Spotter Customer Service: Spotter B.V.’s customer service department, which the Customer can contact with any questions regarding Spotter B.V. Spotter B.V. can be contacted in writing at its registered address or via email: support@spottergps.com.

Connection: The ability to use the Service with Spotter equipment.

Content: Products offered by Spotter B.V. or third parties through or in connection with the Service or additional services, which may include text, audio, data and/or software applications.

Content Services: Services whereby Spotter B.V. provides the Buyer with access to Content.

2. General provisions

2.1 These Terms and Conditions apply to all agreements, requests, quotations and deliveries to, and (the conclusion of) agreements with counterparties regarding the provision and acceptance of the services, insofar as the parties have not expressly deviated from these Terms and Conditions in writing. The Terms and Conditions also apply to all agreements with Spotter B.V., for the conclusion and performance of which third parties must be involved, as well as to all (legal) acts that reasonably precede them.

2.2 Any deviation from one or more provisions of these Terms and Conditions is only permitted if this has been expressly agreed in writing. In such a case, the remaining provisions of these Terms and Conditions shall remain in full force and effect.

2.3 Any terms and conditions applied by the Other Party shall not apply, unless Spotter B.V. has expressly agreed to them in writing.

2.4 By using the websites of Spotter B.V. and/or placing an order, the Other Party accepts the Terms and Conditions of Spotter B.V.

2.5 Spotter B.V. is authorised to engage third parties in the performance of an agreement with the Other Party.

2.6 The Other Party may make use of additional services offered by Spotter B.V.. These Terms and Conditions apply to these additional services unless otherwise stated in the product description of the relevant additional service. Additional terms and conditions may also apply to additional services.

2.7 In the event of any conflict between verbal statements made by Spotter B.V. and written statements made by Spotter B.V., the written statements of Spotter B.V. shall prevail.

2.8 These Terms and Conditions have been filed with the Chamber of Commerce in The Hague. The General Terms and Conditions are also available on the Spotter B.V. website.

3. Offers and conclusion of agreements

3.1 Offers or quotations shall be regarded as an invitation to potential Buyers to make a purchase. Spotter B.V. is in no way bound by these, unless this has been laid down in writing and unambiguously. Acceptance of the invitation to make a purchase shall only lead to the formation of a contract if the other provisions of this article are complied with.

3.2 Offers are valid whilst stocks last.

3.3 A purchase by the prospective Buyer is deemed to have been made if the prospective Buyer has expressly indicated which product and/or service they wish to receive and has placed the order via the Spotter B.V. website or a Reseller’s website, and this order has been received by Spotter B.V.

3.4 The Agreement is concluded at the moment the order is placed via the Spotter B.V. website or the Reseller’s website and payment has been made electronically or by signing a document used for this purpose by Spotter B.V.

3.5 The Buyer and Spotter B.V. expressly agree that a valid Agreement is concluded through the use of electronic means of communication. In particular, the absence of signatures does not affect the binding force of the offer and its acceptance.

3.6 Information, images, notices, specifications, etc. relating to all offers and the main characteristics of the products are provided or presented as accurately as possible. However, Spotter B.V. does not guarantee that all offers and products are fully in accordance with the information provided. In principle, any discrepancies shall not give rise to compensation and/or termination of the Agreement.

3.7 Spotter B.V. is entitled to adjust its rates for its services.

3.8 Offers or quotations do not automatically apply to repeat orders.

4. Changes of address or name

4.1 The Other Party must notify Spotter B.V. in writing 14 days prior to any change of address or change to contact details, such as email addresses. The Other Party shall be liable for any consequences arising from the failure to notify such a change in a timely manner.
4.2 If the Other Party is a legal entity, the Other Party is also obliged to inform Spotter B.V. in writing of any relevant changes to the business (such as name or legal form).

5. SIM card and Tracker

5.1 The hardware made available to the Other Party by Spotter B.V. contains a SIM card; this SIM card is and remains the property of Spotter B.V..

6. System codes

6.1 The Customer’s system code is determined by Spotter B.V.

6.2 The Other Party may not claim the right to retain a specific system code, subject to the applicable regulations and Spotter B.V.’s interpretation thereof.
6.3 Spotter B.V. is entitled to change this system code if Spotter B.V. deems this necessary, for example in the interests of the proper functioning of the Service or the Network, or on the basis of regulations. In doing so, Spotter B.V. will take reasonable account of the interests of the Other Party.

7. Prices

7.1 All prices are expressed in euros, in accordance with the relevant statutory provisions, and include VAT, unless expressly stated otherwise.

7.2 The Buyer shall owe the price notified to them by Spotter B.V. in accordance with the provisions of Article 3 of these terms and conditions. Obvious (manipulation) errors in the quotation, such as manifest inaccuracies, may be corrected by Spotter B.V. even after the agreement has been concluded.

7.3 Delivery costs are not included in the price.

7.4 Spotter B.V. is entitled to amend its rates for the Service. Spotter B.V. will give prior notice of any changes, including via its website. The other party may also request the current rates from Spotter B.V. Customer Service via support@spottergps.com.

8. Payment

8.1 For orders placed via the Spotter B.V. website, payment can be made using the following methods: iDEAL, Credit Card. Spotter B.V. may expand these payment options in the future. Any other payment options will be announced via the website.

8.2 If a Credit Card payment method is chosen, the terms and conditions of the relevant card issuer shall apply. Spotter B.V. is not a party to the relationship between the Buyer and the card issuer.

8.3 If Klarna is selected as the payment method, the Buyer agrees that personal data and details of the order will be forwarded to Klarna, in accordance with Klarna’s privacy policy https://www.klarna.com/international/privacy-policy/.

8.4 If, after the conclusion of the Agreement, it transpires that the payment made by the Buyer has been revoked by him or by third parties, this shall result in an immediately due and payable claim by Spotter B.V. against the Buyer.

8.5 In the event of late payment, the Buyer shall be liable, in addition to statutory interest, for all judicial and extrajudicial costs of any nature whatsoever incurred by Spotter B.V. as a result of the Buyer’s failure to fulfil its obligations.

8.6 In the event of late payment, Spotter B.V. is entitled to terminate the Agreement with immediate effect out of court or to suspend (further) delivery of products until such time as the Buyer has fully met its payment obligations, including the payment of interest and costs due.

8.7 If the order is not placed via the website, payment must be made within a period to be specified by Spotter B.V. following the invoice date, in a manner to be specified by Spotter B.V. Unless otherwise agreed, payment shall be made by bank transfer within 14 days of the invoice date to the bank account of Spotter B.V. as stated on the invoice.

8.8 All payments must be made no later than the last day of the agreed payment term.

8.9 Any claim by the Other Party to set off against a claim against Spotter B.V. is excluded.

9. Use of the Service

9.1 The Other Party must comply with the requirements that are or may be imposed on the reasonable use of the Service and additional services.

9.2 It is possible to call the Spotter B.V. Tracker. The caller will then be charged for the call. As the Tracker operates using an international SIM card, the costs will be charged to the caller at the roaming rate. For the caller’s roaming rates, please refer to the website of the provider chosen by the caller.

9.3 Spotter B.V. has chosen to use an international SIM card to optimise the Tracker’s performance. As a result, the Tracker will always select the best-performing telecoms network at that moment. This ensures that the Tracker’s performance is less affected by poor network coverage in certain locations across Europe.

9.4 For questions regarding the functioning of end-user equipment, the Customer may contact Spotter B.V.’s customer service department.

9.5 Spotter B.V. may provide system codes for certain services. The Other Party must protect the system codes from being accessed by unauthorised persons. The Other Party is responsible for any use made of the system codes. In the event of (suspected) unauthorised use, Spotter B.V. is entitled to block system codes immediately.
9.6 The Network operates by means of signal transmission. As these signals may be disrupted by an external source and/or atmospheric conditions and are dependent on Network coverage, the quality of a connection cannot be guaranteed everywhere and at all times. Spotter B.V. therefore provides no guarantee in this regard.

9.7 Spotter B.V. may make changes regarding the countries and/or networks from which the Tracker may be used. The Other Party may use the network(s) specified for a particular country, subject to the usage options, quality characteristics and regulations applicable to the country or network in question. Spotter B.V. does not guarantee the quality of the network in question.

10. Term of the Service

10.1 The Agreement relating to the Service is entered into for a fixed term. This may be 3 months, 6 months, 1 year or 2 years. The duration depends on the option selected by the Other Party on the Spotter B.V. website. The Service must be paid for in advance for the period of 3 months, 6 months, 1 year or 2 years selected by the Other Party on the website. At the end of the period, the Other Party may select a new Service for a fixed term. Once the Service has been selected and paid for, the Service will continue for a fixed term. If no new Service is selected and paid for in advance, Spotter B.V. will suspend the Service. If a Service is subsequently selected and paid for, Spotter B.V. will reactivate this Service immediately upon receipt of payment. Activation will take place within 2 working days of Spotter B.V. receiving payment for the Service.

10.2 If no payment for a Service has been made for a period of 12 months or longer, Spotter B.V. may decide not to reactivate the Service.

11. Delivery and delivery time

11.1 Orders for the Service will be delivered as soon as possible. In principle, Spotter B.V. aims to activate the Service within 2 working days of receiving payment.

11.2 Stated delivery times and deadlines can never be regarded as strict deadlines, unless expressly agreed otherwise in writing.

12. Orders not accepted or not collected

12.1 If an order is not accepted by the Buyer, is refused or is not collected in time, and is consequently returned to Spotter B.V., this shall be regarded as a failure to cooperate with the delivery.

12.2 In such a case, Spotter B.V. will attempt to deliver the order to the delivery address provided by the customer a maximum of two (2) times.

12.3 If, after two delivery attempts, the order is returned to Spotter B.V. again, the contract will be cancelled. Spotter B.V. will confirm the cancellation to the Buyer.

12.4 In the event of cancellation, Spotter B.V. is entitled to deduct the delivery costs once from the amount to be refunded to the customer. The remaining amount will be refunded within the statutory period.

12.5 If the Buyer still wishes to receive the order after cancellation, a new order may be placed via the Spotter B.V. online shop.

13. Defects and Complaints Period

13.1 The Buyer is obliged to inspect the products thoroughly (or have them inspected) immediately upon receipt. Consumer Buyers must notify Spotter B.V. of any complaints regarding visible defects as soon as possible and at the latest within a reasonable time after discovery via the email address support@spottergps.com. Business Buyers must report complaints regarding visible defects within 2 working days of receipt.

13.2 Complaints must be described as accurately as possible, including clear photographs of the product and the packaging, so that Spotter B.V. can make a proper assessment.

13.3 The Buyer, not being a Consumer Buyer, is not entitled to return products for which no substantiated complaint has been made. If this nevertheless occurs without valid reasons, all costs associated with the return shall be borne by the Buyer. In such a case, Spotter B.V. is free to store the products with third parties at the Buyer’s expense and risk.

14. Right of withdrawal

14.1 The Consumer Buyer may exercise their right of withdrawal within fourteen (14) days of delivery of the product, without penalty and without giving reasons, by sending an email to support@spottergps.com. The Consumer Buyer may unpack and inspect the product as they would in a physical shop. If the Consumer Buyer uses the product in a manner that goes beyond what is necessary to ascertain its nature, characteristics and functioning, Spotter B.V. may charge for any reduction in value. All accompanying documentation, warranty certificates and packaging materials must, as far as reasonably possible, be included with the return shipment.n
14.2 In the event of termination, the Consumer Buyer is obliged to return the product received to Spotter B.V. within fourteen (14) days of the termination, in good condition and, as far as reasonably possible, in the condition in which the Consumer Buyer received the product. The costs of returning the product shall be borne by the Consumer Buyer.

14.3 The risk and the burden of proof for a correct and timely return rest with the Consumer Buyer until the moment of receipt by Spotter B.V. Spotter B.V. shall not be liable for damage, theft or loss arising during return by or on behalf of the Consumer Buyer, unless such damage is the result of wilful misconduct or gross negligence on the part of Spotter B.V.

14.4 The Consumer Buyer agrees that the Service will be activated immediately upon ordering. The right to terminate the contract applies only to the Service not yet used.

14.5 For the Buyer who is not a Consumer Buyer, there is no right to terminate the contract.

15. Liability

15.1 Spotter B.V. is not obliged to pay any compensation to the Buyer or others, unless there is intent or gross negligence on its part. Spotter B.V. accepts no liability whatsoever for consequential or business loss, indirect loss, or loss of profit or turnover. Insofar as the Buyer is a Consumer, nothing in these Terms and Conditions limits the consumer’s statutory rights, and any exclusions or limitations of liability shall apply only to the extent permitted by mandatory law.

15.2 If, for any reason whatsoever, Spotter B.V. is obliged to compensate for any damage, such compensation for Business Buyers shall never exceed an amount equal to the invoice value relating to the product or service that caused the damage.

15.3 In all cases, the period within which Spotter B.V. may be held liable for compensation for established damage is limited to twelve (12) months for Business Buyers, calculated from the moment the damage is established.

15.4 Spotter B.V. shall not be liable for damage resulting from any defect, including so-called bugs in the software and/or hardware used by Spotter B.V., insofar as these cannot be attributed to Spotter B.V. Spotter B.V. will endeavour to investigate reported bugs and, where reasonably possible, to rectify them. Whether and when a bug is rectified depends on the nature and priority of the report.

15.5 Spotter B.V. may include links on its website to other websites that may be of interest or informative to visitors. Such links are provided for information purposes only. Spotter B.V. is not responsible for the content of these links.

15.6 The functioning of the product is partly dependent on infrastructures such as GPS, mobile phone connections and internet connections which are beyond the control of Spotter B.V. Spotter B.V. is not liable for the proper and uninterrupted functioning of these infrastructures and the peripheral equipment used, nor for any failure, unavailability or malfunction of its system, nor for any consequences thereof.n
15.7 Furthermore, Spotter B.V. shall not be liable for any damage caused by the temporary or permanent unavailability of the ordering facility, the unavailability or removal of (data) from the website due to maintenance or otherwise.

15.8 The Buyer shall not use the product to commit criminal offences and/or unlawful acts or to cause damage to others/third parties, and the Buyer indemnifies Spotter B.V. in this regard.

15.9 In the event of misuse of a particular Tracker, Spotter B.V. reserves the right at all times to block the associated SIM card.

16. Warranty

16.1 The warranty period for the hardware is 24 months. The warranty period commences from the moment the hardware is delivered. This warranty does not affect the statutory rights of the Consumer Buyer (legal conformity).

16.2 If, during the performance of the work, in the materials used or in the goods delivered, visible faults, imperfections and/or defects arise which must already have been present at the time of delivery, Spotter B.V. shall, within the warranty period, repair or replace those goods free of charge, at its discretion.

16.3 Spotter B.V. warrants that the goods delivered possess the characteristics necessary for normal use.

16.4 No warranty applies to the hardware if:

there is normal wear and tear;

changes have been made to the product, including repairs carried out without the consent of Spotter B.V.;

if the original invoice cannot be produced, has been altered or is illegible;

if defects are the result of use that is not in accordance with the intended purpose or improper use;

if the damage has been caused by wilful misconduct, gross negligence or negligent maintenance;

if plugs, connectors or wiring have been damaged or modified.

17. Invoking the warranty

17.1 If the Other Party wishes to make use of the warranty referred to in Article 16, they must contact Spotter B.V.’s customer service. This can be done by email: support@spottergps.com, by creating a case via the customer service form on the website, or via the chat function on the website.

17.2 Following notification, the Other Party will receive from Spotter B.V. the necessary instructions and information regarding the return or repair of the Product, where applicable. The warranty may only be invoked under the conditions set out in Article 15, and only if the Other Party follows Spotter B.V.’s instructions. This does not affect the statutory rights of the Consumer Buyer.

17.3 The warranty does not apply in the event of improper use, normal wear and tear, or if the user instructions have not been followed correctly.

18. Force majeure

18.1 In the event of force majeure, Spotter B.V. shall not be obliged to fulfil its obligations towards the Buyer. Spotter B.V. shall be entitled to suspend its obligations for the duration of the force majeure.

18.2 Force majeure is understood to mean any circumstance beyond its control that wholly or partially prevents the fulfilment of its obligations towards the Buyer. Such circumstances include, but are not limited to, strikes, fire, operational disruptions, power failures, disruptions to a (communications) network or connection or to the communications systems used, and/or the unavailability of the website at any time, non-delivery or late delivery by suppliers or other third parties engaged, and the absence of any licence required by the government.

19. Services

19.1 Spotter B.V. provides its services via, amongst other things, the Spotter B.V. website and strives to provide an optimal service, but cannot guarantee that the service will function without error or interruption. Services provided by Spotter B.V. may be disrupted by (external) factors over which Spotter B.V. has no control. Partly for this reason, Spotter B.V. cannot guarantee the quality or the use of the services.

19.2 Spotter B.V. may at any time amend, suspend or withdraw (parts of) the Services if this is necessary for the maintenance or protection of the services, at Spotter B.V.’s sole discretion. This also includes temporary interruptions to the services for the purpose of maintenance, in which case this will be announced in advance, unless the interruptions are so brief or limited that prior notice cannot reasonably be given. In the event of a material change to the Service, the Consumer-Purchaser has the right to cancel the Service free of charge with effect from the date the change takes effect.

19.3 In providing its services, Spotter B.V. is dependent on third parties such as hardware suppliers, the mobile operator’s network, and the availability and quality of the Tracker, which is sensitive to environmental factors. Although Spotter B.V. selects its partners with due care, Spotter B.V. shall never be liable to the Other Party or any third party for any damage suffered by the Other Party or any third party as a result of (defects in) the Products and Services of these third parties.

19.4 In order to use the services of Spotter B.V., the Other Party must gain access to the section of the website specifically reserved for the Other Party by using a unique username and password. Spotter B.V. shall use its best endeavours and take the necessary security measures to ensure that access to the section of the website specifically reserved for the Other Party can only be obtained by using the login name and password chosen by the Other Party. The Other Party is responsible for keeping the login details used by the Other Party confidential.

19.5 All data generated in the context of the provision of services in the section of the website reserved for the Other Party shall remain the property of the Other Party and shall be at its own expense and risk. Spotter B.V. will only use this data for the purpose of improving its services for the benefit of the Other Party and for the benefit of its services in general. Spotter B.V. processes data in accordance with its privacy statement and applicable laws and regulations.

19.6 Insofar as Spotter B.V. processes personal data on behalf of a Business Counterparty, the parties shall enter into a data processing agreement that complies with Article 28 of the GDPR. Spotter B.V. shall take appropriate technical and organisational measures. The Other Party shall indemnify Spotter B.V. exclusively against claims that are the direct result of unlawful instructions or unlawful use by the Other Party.

20. Risk of information storage

20.1 Spotter B.V. undertakes to ensure the careful storage of data or information originating from the Other Party. Unless the contrary is proven, Spotter B.V. shall be deemed to have fulfilled this obligation.
20.2 The information or data generated on the basis of the goods supplied by Spotter B.V. may contain inaccuracies. This may be due, among other things, to a lack of (full) GPS coverage, a lack of (full) GSM/GPRS/UMTS coverage, irregularities in the power supply, irregularities at the (internet) provider of Spotter B.V. or of the Other Party, or equipment used locally by the Other Party to access the internet.

20.3 The Other Party bears the risk in respect of damage to or loss of data or information stored by Spotter B.V. or third parties, or inaccuracies in the reports or data, unless such damage or loss is attributable to gross negligence, wilful misconduct and/or intent on the part of Spotter B.V..

21. Protection of personal data and confidentiality

21.1 Spotter B.V. processes personal data in accordance with the General Data Protection Regulation (GDPR) and the applicable rules for electronic communications. Further information regarding the processing (including categories of data, purposes, retention periods, recipients, data subjects’ rights and contact details) is set out in Spotter B.V.’s privacy statement, which applies in full.

21.2 The parties undertake to maintain the confidentiality of all information (including personal data) which they receive from the other party and which they know or should reasonably suspect to be confidential. Disclosure is permitted only (i) to the extent necessary for the performance of the agreement, (ii) to engaged third parties who are bound by an equivalent duty of confidentiality, or (iii) where there is a legal obligation to do so.

21.3 Insofar as the Buyer provides personal data to Spotter B.V. in the context of the Services, which Spotter B.V. processes exclusively on behalf of the Buyer, the Parties shall (if and to the extent required) enter into a data processing agreement in accordance with Article 28 of the GDPR.

21.4 Spotter B.V. shall process personal data only where there is a legal basis for doing so and to the extent necessary for, amongst other things: a) entering into and performing the agreement and delivering/activating the Service; b) the management, maintenance, security and improvement of systems and the analysis of usage; c) sending service messages and, where permitted under applicable regulations, direct marketing with a simple opt-out option; d) preventing and investigating fraud/misuse and ensuring business continuity; e) complying with legal obligations.

21.5 Personal data will not be retained for longer than is necessary for the purposes for which it was collected, unless a statutory retention obligation or legitimate interest justifies a longer retention period.

21.6 If Spotter B.V. processes personal data for direct marketing purposes, the data subject may object to this at any time. Following such an objection, the personal data will no longer be processed for direct marketing purposes.

22. Intellectual property

22.1 The Buyer expressly acknowledges that all intellectual property rights in any information, communications or other expressions relating to the products and/or the website are vested in Spotter B.V., its suppliers or other rights holders.

22.2 Intellectual property rights are understood to mean patent, copyright, trade mark, design and model rights and/or other (intellectual property) rights, including technical and/or commercial know-how, methods and concepts, whether or not patentable.
22.3 The Buyer is prohibited from using and/or making changes to the intellectual property rights as described in this article, such as reproduction, without the express prior written consent of Spotter B.V., its suppliers or other rights holders, unless this concerns purely private use of the product itself.

23. Applicable law and competent court

23.1 All offers and Agreements are governed exclusively by Dutch law.

23.2 The applicability of the Vienna Sales Convention is expressly excluded.

23.3 All disputes relating to or arising from offers made by Spotter B.V., or Agreements concluded with it, shall, in the case of Business Buyers, be submitted to the competent court in Rotterdam. Consumers may also submit the dispute to the court competent under the law (in principle, the court of their place of residence).

24. Final provisions

24.1 Please send all correspondence regarding an agreement or these Terms and Conditions to support@spottergps.com as indicated on the website.

24.2 Spotter B.V. endeavours to respond to messages received within 2 working days.

24.3 Spotter B.V. is established in the Netherlands and registered with the Chamber of Commerce in The Hague.

24.4 The above-mentioned General Terms and Conditions of Delivery and Service of Spotter B.V. shall come into force on the date of filing with the Chamber of Commerce in The Hague. They must be cited as follows: General Terms and Conditions of Delivery and Service of Spotter B.V. in Bergschenhoek.