This User Policy (hereinafter: “User Policy”) is concluded between you and EuroFleet Consult NV with registered offices at Schaarbeeklei 613, 1800 Vilvoorde, and registered under company number 0473.468.183. (hereinafter: “EuroFleet Consult”).
You acknowledge having read the terms of this User Policy and accepted them by having checked the box “read and approved” in the pop-up window that appeared during the registration process (hereinafter: “Acceptance”).
2.1.“Confidential Information” means all information, of whatever nature, such as financial, commercial, economic, technical, legal or any other information, in whatever form, in writing, verbally, electronically or in any other format that is provided by the Customer or the User to EuroFleet Consult, in particular via an Upload, and that is marked or identified as such, or can otherwise be reasonably considered to qualify as confidential.
2.2. “Customer” means the party that has entered into the Terms of Service with EuroFleet Consult and to which the User has a relation as an employee, agent or any other person engaged or contracted;
2.3. “Intellectual Property Rights” means all and any patents, rights to inventions, utility models, trademarks, rights in trade, or business names, domain names, rights in get-up, rights in goodwill, rights to sue for passing-off, design rights, copyrights, database rights, rights in databases, trade secrets, know-how, moral rights, and all rights of a similar nature or having an equivalent or a similar effect whether registered or unregistered and all applications or rights to apply for registration of the same as well as all renewals and extensions subsisting now and in the future and anywhere in the world.
2.4. “Login” means the username, password and any other authentication data or credentials required for accessing and using the Tool;
2.5. “Order” means the document provided by EuroFleet Consult to the Customer that contains the commercial details of the Terms of Service including the Price, the number of Users and the Subscription Term;
2.6. “Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
2.7. “Price” means the fees to be paid by the Customer to EuroFleet Consult, as specified in the Order;
2.8. “Data Protection Policy” means EuroFleet Consult’s Data Protection Policy governing the use of Personal Data;
2.9. “Report” means all documents and data generated by the use of the Tool by the Customer and/or or the Users and that are provided to them, including analyses, feedback, reports, comparisons, profiles, budgeting and any other information;
2.10. “Service” means providing access and the possibility to use the Tool, the creation and supply of the Reports and any other products of services created or rendered by EuroFleet Consult in relation thereto. The details of the Service will be described on the Website;
2.11. “Subscription” means the rights to access and use the Tool and the Reports purchased by the Customer under the Terms of Service, as specified in the Order;
2.12. “Subscription Term” means the term for which the Subscriptions were purchased, as specified in the Order;
2.13. “Tool” means the Car Cost Advisor decision support tool conceived, developed, commercialized and made accessible by EuroFleet Consult on the Website, including the underlying software, in source code and object code, and the user interface;
2.14. “Uploads” means all files, data, documents and other information, in whatever form or format, that are uploaded in the Tool by the Customer or the User;
2.15. “User” means the Customer’s employees, agents or any other persons engaged or contracted by the Customer for which the Customer has purchased a Subscription;
2.16. “Website” means the webpage or online platform on which the Tool can be accessed and used;
- The Service:
3.1. EuroFleet Consult shall render the Service to its best efforts and with reasonable care.
3.2. The User accepts and agrees that EuroFleet Consult may change the Service from time to time including, without limitation, for maintenance, improvements, upgrades and fixes.
3.3. The User accepts and agrees that the Service may not be available for a certain period in time for maintenance, improvements, upgrades and fixes or for reasons beyond EuroFleet Consult’s control, including, without limitation, technical difficulties and network malfunctions. To the extent that the interruption to the Service is directly caused by EuroFleet Consult, EuroFleet Consult shall make sure that it does not last longer than necessary and shall restore the Service as soon as reasonably possible.
- Use Rights and Restrictions:
4.1. Provided that the terms of this User Policy and the Terms of Service are fully complied with, EuroFleet Consult grants to the Users a non-exclusive and non-transferrable right to access and use the Tool and to use the Reports. This right is limited to internal use only.
4.2. The Users may access and use the Tool only via a valid Login. The Login is personal and may not be transferred or communicated to any third party without EuroFleet Consult’s prior written approval.
4.3. The Users agree to refrain from the following use:
- uploading, storing, distributing or transmitting any viruses, malware or any other types of malicious software or code;
uploading, storing, distributing or transmitting harmful or illegal content including, without limitation, defamatory, discriminatory or offensive content;
- any use that may infringe third party’s rights including, without limitation, third party Intellectual Property Rights;
- use that may infringe EuroFleet Consult’s Intellectual Property Rights including, without limitation, the following activities: (a) the permanent or temporary reproduction of the Tool by any means and in any form, including, without limitation, by reverse engineering or decompiling the Tool for whatever reason; (b) the translation, adaptation, arrangement and any other alteration of the Tool and the reproduction of the results thereof; and (c) any form of distribution to the public, including the rental, of the Tool or of copies thereof;
- use with the purpose of rendering services to third parties, including, without limitation, services that may compete with EuroFleet Consult’s activities;
- use with the purpose of creating products, including, without limitation, products that may compete with EuroFleet Consult’s activities.
4.4. EuroFleet Consult reserve the right to block access to the Tool, without any compensation of consideration to the Users, in the following cases:
- if it suspects that unauthorized users are accessing or attempting to access the Tool including, without limitation, as a result of a breach of Article 4.2;
- in case of a breach of Article 4.3;
in case of any other material breach of the Terms of Service or this User Policy by the Customer or the Users;
Intellectual Property Rights:
5.1. EuroFleet Consult is, and at all times remains, the sole proprietor of all rights and titles, including the Intellectual Property Rights, in the Tool, the Website, the Reports and the Services. Nothing in this User Policy can be construed or interpreted as granting a transfer of rights.
5.2. By making an Upload, the Users explicitly authorize EuroFleet Consult to use the Upload for the purposes of rendering the Service as well for improving the Service. The Users hereby grant to EuroFleet Consult a non-exclusive, irrevocable, worldwide, royalty-free and sub-licensable license, for the entire legal duration of the rights, to use, store, reproduce, adapt and distribute the Upload, and to communicate it to the public, for said purposes via any means possible.
5.3. The Users guarantee that they have all necessary rights to make any Upload and agree to indemnify and hold EuroFleet Consult harmless against any and all claims and damages that could arise from any breach of this guarantee.
5.4. The Users shall immediately report in full to EuroFleet Consult any infringement of EuroFleet Consult’s Intellectual Property Rights that comes to the Users’ attention. The Users shall grant any cooperation as required by EuroFleet Consult in combatting an infringement of the Intellectual Property Rights.
6.1. EuroFleet Consult shall keep, and cause to be kept, confidential, in the same manner that it keeps its own confidential information of a similar nature, or to a standard of no less than reasonable care, whichever standard is higher, all Confidential Information disclosed to EuroFleet Consult by the Users during or by the use of the Tool.
6.2. All Confidential Information of the Users shall be used solely for the purposes of rendering the Service as well as for internal purposes and shall not be disclosed to any other person without the prior written consent of the User.
6.3. Notwithstanding anything else in this User Policy to the contrary, EuroFleet Consult may disclose Confidential Information when, in the manner and to the extent such disclosure of Confidential Information is required to comply with an applicable law, a regulation, rule, or a judgment, order, ruling, decision by any administrative or judicial body. In such event, EuroFleet Consult shall notify the User promptly of the terms of such disclosure and will collaborate to the extent legally allowed and practicable with the User to comply with the law, regulation, rule, or judgment, order, ruling, or decision whilst, to the extent possible, still trying to preserve the confidentiality of the Confidential Information.
- Personal Data:
7.1 The use of the Services by the User may requires EuroFleet Consult to store, process or otherwise use Personal Data. Such use of Personal Data is governed by EuroFleet Consult’s Data Protection Policy, which forms an integral part of this User Policy.
- Limitation of liability
8.1. EuroFleet Consult is not responsible and cannot under any circumstances be held liable for any loss or damage that may arise as a result of or in connection to the use of Tool, the Website or the Services, unless this liability arises from EuroFleet Consult’s own willful misconduct or gross negligence.
8.2 Without prejudice to the foregoing, the User acknowledges and agrees that the Tool and the Reports generated by this Tool are strictly advisory by nature. EuroFleet Consult does not guarantee that the Reports generated by the Tool are accurate and correct. The User accepts that any use of the Reports, the Tool, the Service and the Website takes place at the User’s own risk.
This limitation of liability applies, without limitation, to any loss and damage resulting from the following activities or circumstances:
- faults or negligence of the Customer, the Users or a third party;
a material breach of this User Policy by the Users, including, without limitation, a breach of Article 4 and Article5;
- the use of products and services of third parties;
- loss of data or information by EuroFleet Consult;
- the faulty functioning or non-functioning of the Internet connection, broadband connection or other service or infrastructure over which EuroFleet Consult has no control;
- interruptions in the availability or functioning of the Tool, the Website and the Services, including, without limitation, in the circumstances provided in Article 3.2, Article 3.3 and Article 4.4;
- faults in the Tool, the Website or Services over which EuroFleet Consult has no control, given the state of knowledge and technology;
- events of force majeure including, without limitation, man-made or natural disasters, epidemic medical crises, material scarcity, strikes, criminal acts, delivery or transport delays or the impossibility of obtaining labour or materials from the regular sources.
8.3. The compensation for damage that the Users can claim from EuroFleet Consult shall never exceed the Price mentioned in the initial Order Form with the Customer. EuroFleet Consult is under no circumstance liable for any indirect, special, incidental or consequential damage such as, without limitation, loss of profit or turnover, loss of data, loss of use, repair costs, production costs, reputational damage or loss of customers.
- Indemnification by the Customer
9.1 The User acknowledges and agrees that EuroFleet Consult, has, shall retain, and may exercise, both during the term of this User Policy and thereafter, all rights and remedies available to EuroFleet Consult, whether derived from this User Policy, from statute, or otherwise, as a result of or in connection with the Users’ breach of this User Policy, misuse of the Tool, the Website, the Services or EuroFleet Consult’s Intellectual Property Rights, or any other use which is not expressly permitted by this User Policy.
- Term and Termination
10.1. Unless otherwise agreed on by the Parties, for instance in the Order, this User Policy enters into force on the date of Acceptance and will run for the entire duration of the Subscription Term between the Customer and Eurofleet Consult.
10.2. Termination of this User Policy pursuant to the present article shall, with immediate effect, terminate all rights granted by EuroFleet Consult pursuant to this User Policy.
- Miscellaneous Provisions
11.1.This User Policy, the Customer Terms of Service and the Data Protection Policy contain the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes and replaces all prior agreements or understandings, whether written or oral, with respect to the same subject matter that are still in force between the Parties.
11.2.EuroFleet Consult has the right to make amends to this User Policy. The amended User Policy will be notified to the User for reading and acceptance via the Website, via e-mail or otherwise. Any amendments will be considered accepted and become effective by the further use of the Tool after the notification date or, at least, after 30 (thirty) days as of the notification date.
11.3.Without prejudice to the other provisions of this User Policy, all rights and obligations under this User Policy are legally binding on the Parties, as well as on all affiliated persons, subsidiaries, parents, divisions, successors, employees, assignees, representatives and agents.
11.4.Whenever possible, the provisions of this User Policy shall be interpreted in such a manner as to be valid and enforceable under the applicable law. However, if one or more provisions of this User Policy are found to be invalid, illegal or unenforceable, in whole or in part, the remainder of that provision and of this User Policy shall remain in full force and effect as if such invalid, illegal or unenforceable provision had never been contained herein. Moreover, in such an event, the Parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision in such a way as to reflect insofar as possible the purpose of the invalid, illegal or unenforceable provision(s).
11.5.Any failure or delay by a Party in exercising any right under this User Policy, any single or partial exercise of any right under this User Policy or any partial reaction or absence of reaction by a Party in the event of a violation by the other party of one or more provisions of this User Policy, shall not operate or be interpreted as a waiver (either express or implied, in whole or in part) of that Party’s rights under this User Policy or under the said provision(s), nor shall it preclude any further exercise of any such rights. Any waiver of a right must be express and in writing. If there has been an express written waiver of a right following a specific failure by a Party, this waiver cannot be invoked by the other Party in favour of a new failure, similar to the prior one, or in favour of any other kind of failure.
11.6.All issues, questions and disputes concerning the validity, interpretation, enforcement, performance and termination of this User Policy shall be governed by and construed in accordance with Belgian law, and no effect shall be given to any other choice-of-law or conflict-of-laws rules or provisions (Belgian, foreign or international), that would cause the laws of any other jurisdiction to be applicable.
11.7.All disputes concerning the validity, interpretation, enforcement, performance and termination of this User Policy shall be submitted to the exclusive jurisdiction of the courts of Brussels.