License & Maintenance Agreement App2Track

Article 1 Subject of the Agreement

1.1 Counter Party acquires a non-exclusive, not transferable right of use that can be recalled by Disruptive Logistic Innovations B.V. with immediate effect on the App2Track platform.
1.2 Counter Party may use the software program(s) only for data processing within its own enterprise and, to the extent applicable, within its subsidiaries in the sense of Article 2:24a of the Dutch Civil Code.

Article 2 Copying and changing

2.1 Counter Party may not make the software program(s) public and may not copy and/or otherwise multiply or change it. Except for when it is necessary for the use that has been permitted explicitly according to the Agreement.
2.2 Counter Party is authorized to make ONE back-up copy of the software program(s) for security purposes. The data carrier that contains this copy, shall carry the title of the software program(s), the message that the data carrier contains material protected by copyright as well that Disruptive Logistic Innovations B.V. has reserved intellectual rights to this material.
2.3 It is never permitted for Counter Party to change in or remove any present identification from the software program(s) with regard to the creator of the confidential character of the software program(s), or any other reference to Disruptive Logistic Innovations B.V..

Article 3 Reverse engineering

3.1 It is not permitted for Counter Party to decompile the software program(s), to multiply the code and/or to translate it or to otherwise subject it to reverse engineering, unless that such would happen in accordance with the rules by law regarding the creation of inter-operability of the software program(s) with other software program(s).
3.2 Counter Party is obliged to report to Disruptive Logistic Innovations B.V. in writing in the last mentioned instance, before proceeding to the activities as set forth in the previous section, with a detailed request for making available of the data which the Counter Party wishes to obtain by means of the activities set forth in the previous section. Counter Party thereby needs to indicate which functionality the software program(s) to be developed shall contain and of which parts of the software program(s) he wishes to be able to dispose over the source code, the one and the other to enable Disruptive Logistic Innovations B.V. whether and under which conditions, Counter Party would be able to acquire the disposal of the required data. Disruptive Logistic Innovations B.V. will respond within a reasonable term in writing to this request.

Article 4 Version and release policy

4.1 Only after Counter Party has submitted an explicit request thereto to Disruptive Logistic Innovations B.V., patches and a maximum of 1 update per year within the version the software supplied by Disruptive Logistic Innovations B.V. are granted, unless agreed differently.
4.2 After the Counter Party has requested a new version of the delivered software, such shall be supplied by Disruptive Logistic Innovations B.V. within a reasonable term.
4.3 Three (3) months after the making available of a new version, Disruptive Logistic Innovations B.V. is no longer obliged to the repair of possible defects in the old version.

Article 5 Confidentiality and assignment

5.1 Counter Party shall not publish the software program(s), give it for viewing or making it otherwise available to any third party, including own employees who do not necessarily have to work with the software program(s), unless agreed by parties in writing and specifically differently.
5.2 Counter Party shall not transfer or hand over the software program(s) or any data carrier on which it has been recorded (whether or not as a part of equipment) or the right of use for the software program(s), or to issue (limited) rights thereto to any third party, unless agreed by parties in writing and specifically differently.
5.3 It is not permitted for Counter Party to assign the rights which it acquires on the basis of this Agreement in any way to a third party, without it having received a permission in writing by Disruptive Logistic Innovations B.V. for this assignment. If and to the extent that permission is granted by Disruptive Logistic Innovations B.V., conditions may be set for this assignment by Disruptive Logistic Innovations B.V.

Article 6 Intellectual property rights

6.1 Disruptive Logistic Innovations B.V. warrants to Counter Party that the software program(s) and the use thereof granted to Counter Party does not constitute a violation of intellectual property rights and/or similar rights of third parties, and that it is fully authorized to grant the rights set forth in this Agreement. Disruptive Logistic Innovations B.V. safeguards Counter Party for all damage(s) that derive for Counter Party from an alleged violation of such rights of third parties, on the condition that Counter Party immediately reports an alleged violation to and, if and to the extent that Disruptive Logistic Innovations B.V. wishes so, leaves the defense to such allegation fully to Disruptive Logistic Innovations B.V. and that it will thereby give all required cooperation and information.
6.2 In case of a violation or an alleged violation as set forth in the previous section, Disruptive Logistic Innovations B.V. has the right to replace or change the software program(s) in such a way that the violation is thereby relieved and that as little as possible, the functional features of the software program(s) are affected as little as possible. If a violation as set forth in the previous section has been determined by a court decision, that has definitively come into force and/or can be executed in the country where Counter Party is located and it is determined that a replacement or change is not possible without a negative impact on the functional features of possibilities of use of the software program(s), then both Parties have the right to dissolve this Agreement.

Article 7 Violations

7.1 In case of a violation of the stipulations set forth in the articles 2-5, Counter Party liable for the (consequential) damage(s) incurred and to be incurred by Disruptive Logistic Innovations B.V. as a consequence of the violation made by Counter Party.

Article 8 Duration, termination and audit

8.1 This Agreement comes into force on the day that this has been signed by both Parties. The right of use only becomes valid after the amounts agreed for the acquisition of the right of use have been paid in full to Disruptive Logistic Innovations B.V.
8.2 This Agreement is entered into for an indefinite period.
8.3 It can only be terminated in one of the cases set forth in this Article.
8.4 Disruptive Logistic Innovations B.V. has the right to terminate the present Agreement with immediate effect by means of a notification in writing in case of a violation by Counter Party of one or more of its obligations conform to this Agreement.
8.5 Disruptive Logistic Innovations B.V. shall not be liable to pay any compensation for damages for such termination, notwithstanding its right to full compensation for damages because of a default in the compliance with the present Agreement.
8.6 In all cases of termination or dissolution of present Agreement Counter Party is obliged to deliver all copies of the software program(s) and the documentation that are in its possession as well as all reproductions made thereof, within two (2) weeks after termination or dissolution to the address of Disruptive Logistic Innovations B.V.. Furthermore the software program(s) need to be removed immediately after termination or dissolution from all equipment present at the Counter Party of affiliated enterprises. Upon first request of Disruptive Logistic Innovations B.V., Counter Party is obliged to give its cooperation to an audit by an independent party to be identified by Disruptive Logistic Innovations B.V., for the purpose of establishing whether the removal as aforementioned has actually taken place. The costs of this audit are for the account of Disruptive Logistic Innovations B.V., unless the audit establishes that the software program(s) have not, or have not entirely been removed. In that case the costs of the audit are for the account of Counter Party, even when the software program(s), either demonstrable or not, are not or no longer used by Counter Party.
8.7 Obligations that in view of their nature are destined to last till after termination of this Agreement shall remain in force after termination. Thus termination of this Agreement does explicitly not relieve Parties of the stipulations regarding confidentiality, intellectual property, applicable law and competent court.

Article 9 Liability

9.1 Although the software program(s) have been composed with the greatest possible care, Disruptive Logistic Innovations B.V. does not warrant that the software program(s) operate without errors and/or is without omissions. Furthermore Disruptive Logistic Innovations B.V. does not warrant that the software program(s) is/are suitable for the purpose for which Counter Party acquires the rights on the software program(s) as set forth in this Agreement.
9.2  If and to the extent that the Counter Party defaults in an attributable way in the compliance with its obligation(s), the Counter Party is liable towards Disruptive Logistic Innovations B.V. for compensation for the damage(s), as well as incurred and yet to incur consequential damage.
9.3 Liability of Disruptive Logistic Innovations B.V. because of a default in the compliance with the Agreement is fully excluded, except for intent or conscious negligence on the side of Disruptive Logistic Innovations B.V.
9.4 If and to the extent that the limitation as set forth before is not possible legally, then the maximum compensation for damages for which Disruptive Logistic Innovations B.V. can be held liable shall not be more than the value of the license fees (exclusive of VAT and other levies imposed by the government) that have actually been paid by Counter Party and have been received by Disruptive Logistic Innovations B.V. for the acquisition of the right of use on the software program(s) as referred to in present Agreement.

Article 10 Maintenance

10.1 Counter Party has a right to updates and the yearly required licenses for the software by Disruptive Logistic Innovations B.V. and the users belonging thereto.

The right on maintenance is not transferable and will be extended after the expiry date silently under the same terms and conditions each time for a period of one (1) year, unless Counter Party or Disruptive Logistic Innovations B.V. has notified by registered mail no later than sixty (60) days before the end of the contract period that it wished to terminate this Agreement. The right on maintenance commences on the day of installation.

10.2 The costs for maintenance and support are charged per year and are calculated in accordance with the license and maintenance fees set forth in Exhibit I.

Disruptive Logistic Innovations B.V. does not warrant that the software program(s) will operate without interruptions or defects. If the software program(s) does not comply with the written specifications according to the user manuals and/or the detail design of the software program(s), Disruptive Logistic Innovations B.V. is not liable for possible damage to files and neither for possible consequential damage deriving there from. However, Disruptive Logistic Innovations B.V. obliges itself to restore the possible damaged files. After receipt of a notification of possible defects or disruptions, Disruptive Logistic Innovations B.V. will restore or mend this to the best of its abilities.
10.3 Disruptive Logistic Innovations B.V. cannot be held liable for variable rates, fees and percentages that need to be input into the program by Counter Party itself, including VAT, BUMA, Vecta Garantiefonds, wages levies and social insurance percentages. The variable percentages already input by Disruptive Logistic Innovations B.V. in the program are pro forma only, from which no rights can be derived. Counter Party remains at all times itself for the inputting and/or checking of the correct percentages.
10.4 Disruptive Logistic Innovations B.V. cannot be held liable by Counter Party for own damage(s), in particular for enterprise or other consequential damage deriving from or related to the use or not being able to use of Disruptive Logistic Innovations B.V.
10.5 Disruptive Logistic Innovations B.V. cannot be held (liable) to disable computer viruses.
10.6 Disruptive Logistic Innovations B.V. can charge the costs of repair in case of user errors by Counter Party or of other causes not attributable to Disruptive Logistic Innovations B.V.. Restoration of possible lost data is not included under the maintenance.
10.7 The maintenance does not include activities relating to and/or caused by inexpert use, negligence, lack of alertness, intent, changes of a user nature, changes in the equipment or changes in the program that have not been applied by Disruptive Logistic Innovations B.V. or upon commission of Disruptive Logistic Innovations B.V. Said activities will be charged to Counter Party separately against the then current rates.
10.8 The way in which the maintenance is executed, is determined by Disruptive Logistic Innovations B.V.
10.9Counter Party provides Disruptive Logistic Innovations B.V. during the normal office hours, all cooperation for the execution of the maintenance, such as the use of the system insight in the in and output, which relate to the maintenance.
10.10 Disruptive Logistic Innovations B.V. is always authorized to demonstrate that the software program(s) made available by it are working properly by making a test run on or with the aid of equipment belonging to Disruptive Logistic Innovations B.V. or on equipment indicated by it, respectively software program(s) comparable with the situation at the Counter Party.
10.11 The media on which the data required for maintenance are provided remain property of Disruptive Logistic Innovations B.V.
10.12 During the tenor of this Agreement and immediately following a period of twelve (12) months thereafter, it shall not be permitted for Counter Party to take into employment personnel of Disruptive Logistic Innovations B.V.

Article 11 Consultancy

11.1 Consultancy activities are executed against the agreed hourly rate and on the desired location, whereby the minimal duration is 1 hours, while on-site activities on location at the Counter Party shall be executed with a minimal duration of 4 hours.
11.2 Counter Party is obliged to provide, upon first request, all information and cooperation that Disruptive Logistic Innovations B.V. deems necessary and useful to be able to execute its activities properly.
11.3 Disruptive Logistic Innovations B.V. warrant the expertise of its (employed) consultants, it being understood that for consultancy activities it shall be obvious that Disruptive Logistic Innovations B.V. has an obligation to make best efforts towards Counter Party.
11.4 Disruptive Logistic Innovations B.V. has no obligation to achieve a certain result and is never liable, if it does not achieve the result expected by Counter Party.
11.5. Liability of Disruptive Logistic Innovations B.V. is fully excluded regarding (consequential) damages incurred or yet to be incurred by Counter Party as a direct or indirect consequence of consultancy activities, except for intent or conscious recklessness on the side of Disruptive Logistic Innovations B.V.

Article 12 Service and support

12.1 Support is requested by means of sending an e-mail to support@app2track.com
12.2 After granting a request for support, it is determined by Disruptive Logistic Innovations B.V. at the beginning whether the request relates to debugging. In that case Counter Party is entitled to support to be provided by Disruptive Logistic Innovations B.V. that leads to repair of that bug, without any costs being charged to Counter Party.
12.3 If and to the extent that the requested support relates to other activities than those that are aimed at repairing bug(s), Disruptive Logistic Innovations B.V. is authorized to charge Counter Party for these activities on the basis of ex post calculation.

Article 13 Prices

13.1 If a fixed price has been agreed with Counter Party, then this fixed price shall only relate to the activities set forth in the Agreement and to services of Disruptive Logistic Innovations B.V.. Possible activities and services provided by Disruptive Logistic Innovations B.V. in addition or by way of change thereto upon commission by Counter Party, hereinafter “extra work ”, shall if and to the extent that more than 5% of the agreed fixed price is involved in this, be charged on the basis of ex post calculation to Counter Party. When extra work in the framework of the commission is deemed necessary by Disruptive Logistic Innovations B.V., then this shall be notified in writing in advance.
13.2The following circumstances may give rise to extra work and therewith to settlement, as set forth in section one of this clause:

  1. Extension or change of the analysis, package or demands and wishes of design, after it has been approved by Counter Party.
  2. Demands, wishes, or expectations of Counter Party that have not been made known to Disruptive Logistic Innovations B.V. at the time of the conclusion of the Agreement to their full extent or not completely clear.
  3. Defects and shortcomings in products or services of third parties , that reasonably could not be foreseen by Disruptive Logistic Innovations B.V., or on which Disruptive Logistic Innovations B.V. can exercise no or little influence.
  4. Shortcoming cooperation by Counter Party in the execution of the Agreement.

13.3. Counter Party is deemed to have agreed with the execution of extra work and the related costs when Counter Party has let the execution of the extra work take place after the written notification as set forth in section 1 of this article, without indicating that such was not desired.
13.4. Activities for which no fixed price has been agreed will be charged on the basis of ex post calculation and against the agreed rates to Counter Party. The current rates and travel expenses are as follows or are calculated as follows:

  • Daily rate for consultancy: € 1160.00 exclusive of VAT, whereby it shall apply that a day consists of 8 hours of two parts of a day, each of 4 hours; in case of on-site consultation a minimum of one part of a day will be charged.
  • The daily rate for project management and interim management amounts to € 1250.00 exclusive of VAT.
  • If travel takes place within the borders of the Benelux, 70 cents per kilometer will be charged, whereby the location of Disruptive Logistic Innovations B.V. is regarded as place of departure.
  • If travel takes place outside the borders of the Benelux Disruptive Logistic Innovations B.V. is also authorized to charge the costs of airline tickets and € 250.00 per day to Counter Party as compensation for the incurred hotel costs and expenditures.

13.5 If no rates have been agreed in advance, then the rates will be determined on the basis of the methods customary within Disruptive Logistic Innovations B.V..
13.6 Disruptive Logistic Innovations B.V.  is authorized to charge in addition to the agreed price for waiting time, if Disruptive Logistic Innovations B.V. cannot execute the activities on the agreed time as a consequence of causes attributable to Counter Party.
13.7 If in an “indicative price” has been recorded the offer, then the stated amount does not indicate more than a non-binding estimate of the costs.
13.8 All prices are exclusive of VAT and other levies charged by the government.
13.9 Disruptive Logistic Innovations B.V. has the right to change the rates. These changes will be brought to the attention of Counter Party before its coming into operation. Counter Party is then authorized within 7 working days after the notification, to terminate the Agreement per the date of coming into force of the change.

Article 14 Payment

14.1 All prices are exclusive of turnover tax (VAT) and other levies by the government.
14.2 All invoices shall be paid by Counter Party within 14 days after the date of the invoice and in accordance with the payment conditions stated in the offer.
14.3 If Counter Party does not pay the due amounts within the agreed term, then Counter Party will be liable to pay, without a notification of default being required, to pay an interest of 1.5 % per month over the outstanding amount. If Counter Party remains in default to pay the amount due after a notification of default in writing, then the claim shall be handed over for collection, in which case Counter Party next to the due total amount is also liable to compensation for out-of-court costs that will amount to 15% of the outstanding amount of the invoice. As such shall also be regarded the costs of lawyers, bailiffs and collection agencies, which costs shall be determined according to the current or usual rates.
14.4 Disruptive Logistic Innovations B.V. reserves, at all times, the right to, while observing the then current legislation on prices, to change the price valid between the parties, provided that a notification in writing thereto is given ninety (90) days in advance to Counter Party.
14.5 Irrespective of any other clause of this Agreement Counter Party has the right, when the prices are increased, to terminate this Agreement per the date of the coming into force of the price increase, provided that Counter Party, no later than sixty (60) days before the priced increase coming into force, notifies by registered mail, not to agree with the price increase. This does not apply for the normal price increases according to the index rate C.P.I. (Consumer Price Index) according to the Centraal Bureau voor de Statistiek.
14.6 The Counter Party will pay in legal Dutch tender, without deduction or set-off on the basis of Article 6:127 Dutch Civil Code, without suspension on the basis of alleged shortcoming by Disruptive Logistic Innovations B.V. and without the possibility that the Counter Party may block its payment obligation by a seizure of the claim under itself as set forth under Dutch law or otherwise.

Article 15 Returns and exchange of modules and/or users

15.1 The returning of modules and/or users is not permitted. The exchange of modules is only possible after consultation with Disruptive Logistic Innovations B.V.

Article 16 Termination of current contracts

16.1 For the current contracts the following terms for notification of termination shall apply for Counter Party. Contracts with a duration of 1 year or longer: 60 days cancellation period before the end of the maintenance or subscription period.
16.2 Contracts should always be cancelled by registered mail or by bailiffs exploit. In case of non timely cancellation, a contract is extended automatically under the same terms and conditions for a period of one (1) year.

Article 17 Force Majeure

17.1 If by Force Majeure or any other cause outside the control of Disruptive Logistic Innovations B.V., such as in particular, strike, lock out, fire, riots, public disorder and so forth, Disruptive Logistic Innovations B.V. cannot commence, complete or continue one or more of its obligations deriving from the commission or a maintenance contract, then the execution of the concerned part of the commission or the maintenance contract shall be suspended. Disruptive Logistic Innovations B.V. shall notify Counter Party as soon as possible of such fact or such a circumstance.
17.2 As Force Majeure shall be regarded too unforeseen circumstances regarding persons and/or materials of which Disruptive Logistic Innovations B.V. makes us or is in the habit of making use during the execution of the commission, which are of such nature that the execution of the commission becomes impossible, or so cumbersome and/or disproportionally costly, that prompt compliance cannot reasonably be demanded. As such circumstances will be regarded in particular government measures, traffic and transport disruptions, disruptions in the delivery of products and aides, industrial conflicts and complications unforeseen by both Parties and so forth.

Article 18 Dissolution

18.1 If Counter Party remains in default concerning with payment or any other obligation under the commission or the maintenance contract, Disruptive Logistic Innovations B.V. is authorized to, notwithstanding a possible obligation of the Counter Party to pay damages, to proceed without intervention of the courts, to partial or entire dissolution of the Agreement, as well as to repossession of the delivered goods.
18.2 The right to dissolution and repossession set forth in the previous section, will also be available to Disruptive Logistic Innovations B.V., if the Counter Party deceases, is placed under supervision, should enter into liquidation. Is declared bankrupt, gets a provisional stay of payment or if a seizure under the Counter Party takes place.

Article 19 Cancellation

19.1 If the Counter Party wishes to cancel the concluded Agreement, the 30% will be charged as cancellation costs, notwithstanding the right of Disruptive Logistic Innovations B.V. to full compensation for damages, including missed profits.
19.2 Cancellation is no longer possible, after Disruptive Logistic Innovations B.V. has made an actual start with the execution of the Agreement concluded between the Parties.

Article 20 Complaints

20.1. A possible complaint is only treated by Disruptive Logistic Innovations B.V., if it is submitted in writing to Disruptive Logistic Innovations B.V. within 14 days after the date of sending the data or documents to which the complaint relates, or within 14 days after discovery of the defect has reached Disruptive Logistic Innovations B.V. in writing.
20.2. Complaints about invoices should also be submitted in writing, no later than within 21 days after the date of the invoice.
20.3. After the expiration of these terms, the Counter Party is deemed to have approved the activities, respectively the invoice. After that, Disruptive Logistic Innovations B.V. will no longer treat complaints.
20.4. If the complaint is regarded as founded by Disruptive Logistic Innovations B.V., then Disruptive Logistic Innovations B.V. is solely obliged to execute the agreed activities still.
20.5. Only if and to the extent that the complaint is regarded to be properly founded, this will suspend the payment obligation of the Counter Party, till the moment that the complaint has been resolved.

Article 21 Right of suspension

Disruptive Logistic Innovations B.V. is authorized to suspend the further compliance with its obligations, till the moment on which the Counter Party has fully complied with its (due) obligation.

Article 22 Right of retention

Disruptive Logistic Innovations B.V. always has the right to retain anything it keeps under it from the Counter Party under any title, till the moment that the Counter Party has paid all it is due to Disruptive Logistic Innovations B.V., or has provided sufficient surety. If Disruptive Logistic Innovations B.V. feels necessitated to exercise its right of retention, then it has also the right to charge the Counter Party for all related costs, including storage costs.

Article 23 Retention of ownership

23.1 Delivered goods remain property of Disruptive Logistic Innovations B.V., till the moment on which the Counter Party has paid for all the deliveries or deliveries still to be made and activities under the Agreement, including interest and costs. In case of a stay of payment, bankruptcy, suspension of payment, liquidation of the Counter Party, of death when the Counter Party is a natural person, Disruptive Logistic Innovations B.V. is authorized to cancel the order without notification of default or intervention of the courts in its entirety or in part and to claim back the unpaid part of the delivered goods. Despite cancellation and repossession Disruptive Logistic Innovations B.V. retains the right to full compensation for loss or damage(s). In these instances each claim by Disruptive Logistic Innovations B.V. on the Counter Party shall be payable direct and in full.
23.2 The Counter Party is obliged to keep all goods delivered under the right of retention of ownership and to treat it with the necessary care and recognizable as Disruptive Logistic Innovations B.V.’s property and to insure it against all customary risks.
23.3 Disruptive Logistic Innovations B.V. always has the right to remove or have the goods delivered removed under the retention of ownership, if the Counter Party does not comply with its obligations towards correctly. The Counter Party shall provide, at Disruptive Logistic Innovations B.V. ‘s first request in this matter, all necessary cooperation and to grant unrestricted access to Disruptive Logistic Innovations B.V. or to the persons/aides employed by it.
23.4 The goods may not be given as lien/surety and cannot serve as collateral for a claim of a third party.

Article 24 Applicable law and disputes

24.1 The present Agreement and further agreements related to the present Agreement are governed by the Laws of the Netherlands. Disputes deriving from this Agreement shall be presented to the competent court in the court district where Disruptive Logistic Innovations B.V. is located.
24.2 In case of a dispute, the most eligible of Parties shall notify the other Party in writing that a dispute has arisen and summarily states what the dispute consists of in the view of that Party.

Additional Terms and Conditions App2Track

Article 1 General

1.1 These Additional Terms and Conditions of Disruptive Logistic Innovations B.V. apply to the ‘App2Track-platform’ Service, hereinafter referred to as the ‘Service’.
1.2 Disruptive Logistic Innovations B.V. offers the User of App2Track, hereinafter referred to as the ‘User’, the opportunity to save digital data up to a capacity of 25 gigabytes and to share this data with third parties.
1.3 These Additional Terms and Conditions of Disruptive Logistic Innovations B.V. App2Track apply in addition and in deviation of the licence and maintenance agreement of Disruptive Logistic Innovations B.V.. In the event of any conflicting information, these Additional Terms and Conditions apply.
1.4 By using the Service, the User agrees to these terms and conditions.
1.5 The use of the Service requires compatible equipment, access to the Internet (Wi-Fi or 3G/4G mobile network) and certain software (for which costs are possibly invoiced). It is also possible for software updates to be required from time to time. The performance of all these factors can influence the use of the Service.

Article 2 Duration and termination of the Service

2.1 The duration of the agreement for the Service commences on the day the User activated the Service. The duration of the license and maintenance agreement is for an indefinite period of time. The duration of the agreement for the Disruptive Logistic Innovations B.V. App2Track continues for as long as the Services are engaged, or is at least equal to the duration of the licence and maintenance agreement.
2.2 Disruptive Logistic Innovations B.V. exclusively retains the right to invoice higher costs at any time for the use of the Services. Disruptive Logistic Innovations B.V. will take into account the reasonable interests of the User in this respect. The changes in costs will commence at least one month after having been notified in writing or electronically by Disruptive Logistic Innovations B.V. before taking effect.
2.3 The Service is terminated by Disruptive Logistic Innovations B.V. after prior notification by email to the email address linked to the account, if the User requests Disruptive Logistic Innovations B.V. to terminate the Service or when Disruptive Logistic Innovations B.V. considers that undesired circumstances are involved, such as payment in arrears, fraud or a nuisance. Directly after the Agreement, the User cannot access the Service anymore.

Article 3 Obligations User, data ownership and intellectual property rights.

3.1 The User is the owner of the placed data. Disruptive Logistic Innovations B.V. is not obligated to actively inspect the content of the data and/or information placed by the User to detect any unlawfulness. Disruptive Logistic Innovations B.V. also has no claim on the rights or titles on the content on the basis of the single fact that this data is placed in the Disruptive Logistic Innovations B.V. Cloud.
3.2 The User is not permitted to act contrary to the law, principles of morality and public order when using the Service. These activities include, but are not limited to:

  1. a) violating intellectual and industrial property rights in the broadest sense of the word, whereby all the intellectual property rights are and remain the exclusive property of Disruptive Logistic Innovations B.V. and the User cannot change, remove or make unrecognisable any indication of the intellectual property rights of Disruptive Logistic Innovations B.V., nor will the User use or register any brand, design or domain name of Disruptive Logistic Innovations B.V. and any similar name or sign;
    b) abusing the service or the Internet by way of stalking, threatening, harassing or infringing the rights of third parties in any other way;
    c) intentionally spreading a computer virus, spamming, spreading malware or abusing the Service for the distribution of malware;
    d) hacking: intentionally entering a computer system or a part thereof against the will of the owner or the manager without permission or to make an attempt thereto or testing the system on weaknesses or (making an attempt to) avoid or change the safety and/or authentication measures;
    e) using or sending falsified identifying information, including ‘spoofing’ or ‘phishing’;
    f) the unauthorised offering of products or services of third parties.

3.3 Disruptive Logistic Innovations B.V. retains the right in cases stated in 3.2 or similar cases to suspend the access to the Service and/or stop it permanently and/or to ‘freeze’ the stored data at any moment and without prior notice thereof, whether or not pending legal investigations.
3.4 Disruptive Logistic Innovations B.V. is, in the cases referred to in 3.2 and 3.3 and similar cases not liable in respect of the User and third parties for any material or immaterial damage.
3.5 The User indemnifies Disruptive Logistic Innovations B.V. against claims of third parties in respect of the use of the Service and the content the User has stored there.
3.6 If Disruptive Logistic Innovations B.V. declares that if a situation as described in article. 3.3 arises, then Disruptive Logistic Innovations B.V. is entitled to invoice the User the costs related thereto as well as the costs related to the removing of any blocking of access to the Service.
3.7 The Service is intended for commercial use.
3.8 The User is responsible for safeguarding the password it uses to gain access to this Service. The User is also responsible for any activities conducted via the Disruptive Logistic Innovations B.V. Cloud account, regardless of whether the User gave its permission thereto or not. The User must inform Disruptive Logistic Innovations B.V. immediately in the event of an unlawful use of the Disruptive Logistic Innovations B.V. Cloud-account the User.

Article 4 Availability

4.1 Disruptive Logistic Innovations B.V. strives to make the Service available 24 hours a day, 7 days a week and strives to achieve the highest level of quality and availability of the Service possible. However, Disruptive Logistic Innovations B.V. cannot guarantee that the Service will function at all times without limitations or disruptions. For example, Disruptive Logistic Innovations B.V. does not guarantee that the content the User saves or opens via the Service is protected against unintentional damage, corruption, loss or destruction, or against removal pursuant to these Terms and Conditions. If such an incident takes place, Disruptive Logistic Innovations B.V. accepts no responsibility or liability, unless it involves the intent or gross negligence of Disruptive Logistic Innovations B.V.. Users are solely responsible for protecting all the uploaded content. Disruptive Logistic Innovations B.V. is also not liable for the temporary unavailability of the Service. The Service will be provided ‘as is’. Disruptive Logistic Innovations B.V. specifically does not guarantee that errors in the applicable software will be corrected and that the material that has been downloaded or obtained via the services, is of a good quality or is safe. It is the responsibility of the User to determine whether the services comply with the User’s wishes by the information made available by Disruptive Logistic Innovations B.V.. This information can be incomplete and – insofar as this information is obtained from Disruptive Logistic Innovations B.V.’s external suppliers – the information can also be incorrect.
4.2 In addition to the safety measures taken by Disruptive Logistic Innovations B.V. with regard to its network situated in the Netherlands, the Service provides a safe storage means of data, which means that the data is protected against loss pursuant to the internationally accepted safety standard ISO 9001:2008 Tier encryption (AES 256), including the complaints procedure which forms part of it.
4.3 By using the Service, the User agrees to Disruptive Logistic Innovations B.V. analysing, collecting, using, sending and processing data with regard to the account for statistical and analytical purposes.
4.4 It is not permitted to reproduce, copy, duplicate, sell, resell, rent or trade the Service (or any part thereof) and the relevant software for any purpose.
4.5 The Service can be adjusted as time goes by and as Disruptive Logistic Innovations B.V. develops and adds more functionalities. In the event of such changes related to new developments, Disruptive Logistic Innovations B.V. can change the Service at all times or suspend or stop the Service temporarily, if necessary.

Privacy statement users App2Track app

Date of entry into force: 31 October 2017

App2Track collects information about you when you use our mobile applications, websites and other online products and services (collectively, the “Services”) and through other interactions and communications you have with us. For persons residing outside the United States, the Services are provided by App2Track B.V. and this Privacy Statement (“Statement”) applies to information collected and used by App2Track B.V. (hereinafter “App2Track” or “we”).

Scope and application

This Statement applies to drivers, couriers, partner transport companies and other persons who use the App2Track platform under license (collectively “Carrier” or separately “you”). The Statement also does not apply to persons (e.g. Clients, Shippers) who use our app or Services to require transportation, delivery or other on-demand services (“Users”). If you are in contact with the Services as a User and as a Carrier, the respective privacy statements apply to the two different types of interactions.

Collection of information

Information you provide us with

We collect information that you provide to us directly, such as when you create, modify or log into your account, seek help from us, submit your NIWO license, your driver’s license, submit information about your vehicles) or otherwise communicate with us. This information includes, but is not limited to: name, e-mail, telephone number, postal address, payment information, vehicle registration information, vehicle licenses and business licenses, driver’s license information and other information that you provide to us.

Information we collect through your use of our services
When you use our Services, we collect information about you in the following broad categories:

  • Location information: As a condition for providing transportation, delivery or other services to Users via the App2Track platform, your exact location information must be provided to App2Track via the app you are using. If the App2Track app has permission to access location services through the permission system used by your mobile operating system (“platform”), we collect the exact location of your device when the app is open in the foreground or background. We may also approximate your location using your IP address.
  • Transaction Information: We collect transactional data relating to the transport services (or other services) that you provide or perform through our platform, including the type of service that was provided or performed, the date and time the service was provided, the distance travelled, hours and other associated transactional data.
  • Device Information: We may collect information about your mobile device (your own device or any device we provide you with) including, for example, the hardware model, operating system and version, file names and versions, preferred language, unique device identification code, advertising identification codes, serial numbers, device movement information and mobile network information.
  • Telephone call and SMS data: Our Services enable communications between Users and Carriers. In connection with the provision of this service, we receive call data, including the date and time of the call or text message, the parties’ phone numbers and the content of the text message.
  • Log Information: When you contact the Services, we collect server logs, which may include information such as the device’s IP address, access data and times, app features or page views, app crashes and other system activities, type of browser, and third party sites or services you used before you contacted our Services.

Important platform permissions information
Most mobile platforms (iOS, Android, etc.) have certain types of device data that apps cannot access without your approval. And these platforms have different authorization systems to obtain your approval. The iOS platform will alert you the first time if the App2Track app wants permission to access certain types of data and will let you approve (or not approve) this request. Android devices will notify you of the permissions requested by the App2Track app before you use it for the first time, and your use of the app constitutes your approval.

Information we obtain from other sources
We may also receive information from other sources and combine it with information we collect through our Services. For example:

  • If you use our Services through an account linked to a partner company, we may receive information about you from that partner company.
  • Clients may provide us with a driver’s review or similar assessment of the service you provide to them.
  • If you are also contacting our Services in another capacity, for example to request on-demand services as a User, or as a user of other apps that we may provide, we may combine that information or associate it with information that we have received from you in your capacity as a Carrier.

Use of Information

We may use the information we collect about you to:

  • provide, maintain and improve our Services, including, for example, enabling payments, sending receipts, providing products and services (and sending related information), developing new features, providing customer service to Users and Carriers, developing a security function, verifying users, sending product updates and administrative messages;
  • perform internal work, including, for example, to prevent fraud and misuse of our Services; to resolve software bugs and operational problems; to perform data analysis, testing and research; and to monitor and analyze usage and activity trends;
  • send messages or enable communications (i) between you and a User (e.g., a customer) such as estimated arrival times (ETAs) or (ii) between you and a contact of yours at your direction in connection with your use of certain features, such as referrals.
  • Send you messages that we think may be of interest to you, including information about products, services, promotions, news and events from App2Track and other companies, where permitted and in accordance with applicable local laws.

Exchanging information
We may exchange the information we collect about you as described in this Statement or as described at the time of collection or exchange, including as follows:

Through our services
We can exchange your information:

  • with Users in connection with their request for transportation or other services; for example, we may exchange your name, personal photograph, photograph of your vehicle, vehicle licence, make and model of the vehicle, approximate location or location, average rating provided by Users and certain contact information (depending on your location and applicable law); once you have provided the requested services, we will send to the User a receipt by e-mail or other means, which may include a statement of the amounts charged, your name, contact information, photograph, a map of the route you have taken and other transaction details;
  • with other people, at your direction, in connection with a particular service, offer or promotion; or with third parties in order to provide you with a service that you have requested through a partnership or promotional offer made by a third party or by us;
  • with the general public if you submit content to a public forum, such as blog comments, social media posts or other features of our Services that are viewed by the general public;
  • with third parties with whom we may share information from you, for example, other apps or websites that integrate with our API or Services, or third parties with an API or Service with which we integrate; and
  • with your partner transport company and necessary third parties hired by us or by the partner company, if you use the Services through an account linked to a partner company.

Other important exchanges
We can exchange your information:

  • with App2Track subsidiaries and affiliates that provide services or perform data processing on our behalf, or for data centralization and/or logistics purposes;
  • with vendors, consultants, marketing partners and other service providers who need access to such information to perform work on our behalf;
  • in response to a request for information by an appropriate authority if we believe that disclosure is in accordance with, or otherwise required by, applicable laws, regulations, ordinances, licenses, exploitation agreements, or legal process;
  • with law enforcement officials, government agencies, or other third parties if we believe your actions are inconsistent with our user agreements or policies, or to protect the rights, property, or safety of App2Track or others;
  • in connection with or during negotiations for mergers, disposals of corporate assets, consolidations or restructurings, financings or acquisitions of all or any part of our business by or in any other business;
  • if we inform you by other means and you consent to the exchange; and
  • in an aggregated and/or anonymous form that cannot reasonably be used to identify you.

Social Sharing Features
The Services may integrate with social sharing features and other related tools that allow you to share actions you take on our Services with other apps, sites or media and vice versa. Your use of these features allows you to exchange information with your friends or the public, depending on the settings you agree with the social sharing service. Please review the privacy policies of these social sharing services to learn more about how they handle the information you provide or share with them.

Your Choices

Account information
You can correct your account information at any time by logging into your online or in-app account. If you wish to cancel your account, please email us at support@App2Track.com. Please note that in some cases we may retain certain information about you as required by law or for legitimate business purposes to the extent permitted by law. For example, if you have an outstanding credit or debt in your account or if we believe you have committed fraud or violated our Terms and Conditions, we may attempt to resolve the issue before we remove your information.

Access rights
App2Track will comply with individual requests regarding access, correction and/or deletion of the personal data it stores, in accordance with applicable legislation.

Information about the location
We seek permission for our app to collect the exact locations of your device (your own device or one that we provide) through the consent system used by your mobile operating system. If you initially approve the collection of this information, you can later disable it by changing the location settings on your mobile device. However, you will not be able to provide services on the App2Track platform if you disable our collection of precise location information. In addition, by disabling our collection of precise locations of your device, you will not limit our ability to derive your location approximately from your IP address.

Promotional Notices
You may choose not to receive promotional messages from us by following the instructions in those messages. If you choose to do so, we may still send you non-promotional messages, such as messages about your account, about the Services you have requested, or about our ongoing business relationships.

Cookies and advertising
See our Cookie Statement for more information about your choices regarding cookies and related technologies.

Changes to the Statement
We may amend this Statement from time to time. If we make significant changes to the way we treat your personal information, or to the Statement, we will notify you through the Services or any other means such as email. Your continued use of the Services after this notice will signify your acceptance of these changes. We encourage you to review this Statement regularly for the latest information on our privacy practices.