CHAPTER 1: GENERAL
Article 1. Definitions
1.1 In these general terms and conditions, the terms starting with a capital letter are used in the following meanings, unless expressly stated otherwise or the context indicates otherwise:
Subscription Online Platform: The Agreement being a subscription for the use of the Online Platform;
Subscription Product: The Agreement being a subscription for the use of the Product;
Account: The account of the Customer on the Online Platform;
Application: The mobile application named “Topology”, developed by Skopei;
GDPR: General Data Protection Regulation;
Administrator: The person working for the Customer who has created an Account;
Data Subject: The identified or identifiable natural person to whom the processing of personal data relates;
Security Incident: A breach of security that accidentally or unlawfully leads to the destruction, loss, alteration, or unauthorized disclosure of or access to personal data that has been transmitted, stored, or otherwise processed;
Service: The service provided by Skopei to the Customer in the context of the Agreement;
User: The natural person using the Application;
User Agreement: The agreement concluded between the User and the Customer through the Application, such as a rental agreement or parking agreement;
Customer: The legal entity or natural person acting in the course of his profession or business who has entered into or wishes to enter into an Agreement with Skopei;
Online Platform: The online platform named Topology, developed by Skopei;
Agreement: The agreement between Skopei and the Customer;
Product: The physical product that Skopei delivers or has delivered;
Written: In writing or via email;
Skopei: The user of these general terms and conditions:
Skopei B.V. located at Saturnusstraat 60 Unit 17&18 in The Hague, registered with the Chamber of Commerce under number 61048747;
Telecom Provider: The provider that supplies telecom services;
Track & Trace: The Service that allows a Case to be tracked and monitored;
Works: The installation of the Product in the Case or the carrying out of repairs to the Product;
Case: The case managed by the Customer for which the Customer uses the Service, such as, but not limited to, a vehicle, space in a building, or a parking space in a parking lot or garage.
1.2 Unless the context indicates otherwise, defined terms in the singular also refer to the plural.
1.3 Where in these general terms and conditions “he” or “his” is mentioned, it can also be read as “she” or “her”.
Article 2. General
2.1 These general terms and conditions apply to all Agreements between the Customer and Skopei.
2.2 If these general terms and conditions have once applied to a legal relationship between Skopei and the Customer, the Customer is deemed to have consented in advance to the applicability of these general terms and conditions to subsequently concluded and to be concluded Agreements.
2.3 Deviations from these general terms and conditions can only be agreed upon in writing.
2.4 The applicability of any purchasing or other terms and conditions of the Customer is explicitly rejected.
2.5 If one or more provisions in these general terms and conditions are null and void or may be declared null and void, the remaining provisions of these general terms and conditions shall remain fully in force. The null and void provisions will be replaced by Skopei, taking into account as much as possible the purpose and intent of the original provision(s).
2.6 If Skopei does not always require strict compliance with these general terms and conditions, this does not mean that these general terms and conditions would not apply or that Skopei would lose the right to demand strict compliance with these general terms and conditions in the future, whether similar or not.
2.7 Skopei has the right to change these general terms and conditions and to declare the new general terms and conditions applicable to the existing Agreements. The Customer will be informed in writing at least 2 months before the new general terms and conditions come into effect and of the date of coming into effect.
2.8 If there are contradictions/deviations between the Dutch version and the (future) English version of these general terms and conditions, the Dutch version shall prevail.
Article 3. Offer and prices
3.1 Any offer from Skopei is non-binding.
3.2 Skopei cannot be held to its offer if the Customer can reasonably understand that the offer, or part of it, contains an obvious mistake or typographical error.
3.3 Skopei has the right to adjust its prices and rates, for example annually based on the CBS index. Therefore, the stated prices and rates do not automatically apply to future Agreements.
3.4 Stated prices and rates are in euros and excluding VAT.
Article 4. Formation of the Agreement
4.1 The Agreement for the purchase of one or more Products and/or one or more Services is concluded at the moment the Customer has completed and signed the order form (digitally), sent it to Skopei, and Skopei has confirmed the order.
Article 5. Performance of the Agreement
5.1 Skopei will perform the Agreement to the best of its knowledge and ability.
5.2 Skopei strives for the highest possible availability, quality, and security of the Service. However, Skopei does not guarantee that the Service functions without errors, interruptions, or downtime.
5.3 Skopei has the right to engage one or more third parties in the performance of the Agreement or to purchase services from third parties.
5.4 Except for statutory non-excludable guarantees, the Online Platform is made available to the Customer as is, without any form of guarantee.
5.5 Skopei reserves the right to make changes and additions to the Online Platform at any time. If the changes are relevant to the Customer, the Customer will be informed of these changes. Skopei guarantees an equivalent functionality and performance of the Online Platform in case of any changed specification.
Article 6. Customized software
6.1 If Skopei carries out custom software development work at the Customer's request, this work will be carried out on the basis of Skopei's hourly rate. In such case, no rights can be derived from any estimate of the number of hours worked.
6.2 The intellectual property rights to developed custom software remain with Skopei. The Customer is granted a non-exclusive right to use the custom software during the Agreement, provided the Customer has paid the compensation for the creation of the custom software. The code of developed custom software will not be provided to the Customer.
Article 7. Delivery time
7.1 If a term has been agreed or stated for the execution of (part of) the Agreement, this is never a fatal term. In the event of exceeding a term, the Customer must therefore put Skopei in default in writing. Skopei must be given a reasonable period to comply with the Agreement. Exceeding a (delivery) deadline does not give the Customer any right to compensation or free termination.
7.2 If Skopei needs data from the Customer for the performance of the Agreement, the (delivery) term does not commence until the Customer has made this data available to Skopei correctly and completely.
7.3 In the event that a delivery term agreed upon by Skopei with the Customer is exceeded due to an event that is actually beyond its control and cannot be attributed to its actions and/or omissions, such as those described in Article 20 of these general terms and conditions, this term will be automatically extended by the period that it was exceeded due to such an event.
7.4 If the Agreement is amended or expanded at the request of the Customer, this may result in a communicated (delivery) date not being met. Such a delay due to an amendment or expansion of the Agreement cannot be attributed to Skopei.
Article 8. Obligations and responsibilities of the Customer
8.1 The Customer ensures that all data, which Skopei indicates are necessary or which the Customer reasonably should understand to be necessary for the execution of the Agreement, are provided to Skopei in a timely manner.
8.2 The Customer warrants the accuracy, completeness and reliability of the data provided by them, even if these data originate from third parties.
8.3 The Customer is responsible for the use and proper application of the Service in their organization and for adhering to the instructions provided by Skopei.
8.4 The Customer declares to have the authority to make the Case available to Users and that entering into the User Agreement does not infringe on the rights of a third party.
8.5 The Customer guarantees that the Case complies with all legal requirements.
8.6 Complaints from Users regarding the Case must be handled by the Customer.
8.7 If the Customer no longer wishes for an Administrator to use the Online Platform, it is the Customer's responsibility to terminate that Administrator's use of the Online Platform.
8.8 The Customer indemnifies Skopei against claims from third parties, for any reason, related to the actions and behaviors of the Customer (including actions and behaviors in violation of the provisions of these general terms and conditions).
8.9 If one or more (legal) persons have commissioned Skopei to deliver Services and/or Products, all (legal) persons are jointly liable for compliance with the (payment) obligations to Skopei.
8.10 If the Customer does not, not timely or not properly fulfill his contractual obligations or his obligations under the law towards Skopei, or acts unlawfully towards Skopei, then the Customer must reimburse all damages (including costs) incurred or suffered by Skopei as a result.
Article 9. Account
9.1 The Customer must handle his login details very carefully and is responsible for them. The login details are not transferable. The Customer is obliged to maintain absolute confidentiality regarding the login details towards everyone and will not provide or reveal these login details to third parties.
9.2 If the Customer discovers that a third party is using their Account without authorization, the Customer must: a. Notify Skopei of this immediately; b. Change his password.
9.3 If the Customer has forgotten their password, they can submit a request via email to restore their password. Subsequently, an email will be sent to the Customer allowing them to restore their password.
Article 10. Use of the Online Platform
10.1 The Customer is responsible for the use of the Online Platform by the Administrators.
10.2 The Customer is not allowed to use the Online Platform in violation of the relevant and applicable legal provisions, good morals, public order, codes of conduct, and other rules established by government agencies.
Article 11. User Agreement
11.1 The Customer can declare his own general (rental) conditions applicable to the User Agreement.
11.2 Entering into User Agreements is entirely at the Customer's risk.
Article 12. Position of Skopei
12.1 Skopei is not responsible for the actions and/or negligence of a User and/or for any damage caused to the Case during the User Agreement. If the User fails to fulfill their obligations towards the Customer, the Customer must hold the User liable for this and not Skopei.
Article 13. Payment service
13.1 If the Customer uses Skopei's payment service, Skopei collects payments from Users on behalf of the Customer.
13.2 The moment at which Skopei pays the payments received from Users on behalf of the Customer shall be agreed upon in writing by the Parties.
13.3 If a payment is canceled by a User, this cancellation is at the Customer's risk and will be offset by Skopei.
Article 14. Additional costs
14.1 If one of the following circumstances arises, Skopei has the right to charge the additional costs incurred to the Customer:
a. The Agreement is expanded or changed at the Customer's request;
b. Additional work is required due to circumstances that could not reasonably be foreseen based on the data on which the offer or the stated prices and rates are based.
Article 15. SLA
15.1 The arrangements regarding support concerning the Service are laid down in a Service Level Agreement (SLA).
15.2 The extent of the support depends on the SLA level that the Customer subscribes to.
15.3 If the support work desired by the Customer does not fall under the SLA level subscribed to by the Customer, the work will be carried out at Skopei's hourly rate, calculated per 5 minutes.
Article 16. Invoices and payment
16.1 Skopei sends invoices via email.
16.2 Payment must be made within 30 days after the invoice date.
16.3 If the Customer fails to pay an invoice on time, the Customer is in default by operation of law. The Customer then owes interest of 2% per month unless the statutory commercial interest rate is higher, in which case the statutory commercial interest rate is owed. Interest on the payable amount will be calculated from the moment the Customer is in default until the full amount owed is paid. In addition, all collection costs incurred after the Customer is in default, both judicial and extrajudicial, will be charged to the Customer. The refund for extrajudicial collection costs is set at at least 15% of the principal amount owed, with a minimum of €150.-.
16.4 Payments made by the Customer will first be applied to the payable interest and costs, and then to the payable invoices that have been outstanding the longest, even if the Customer indicates a different allocation order.
16.5 Complaints about an invoice must be submitted in writing to Skopei within 10 days after the invoice date. Objections to the amount of an invoice do not suspend the payment obligation.
16.6 The Customer is not entitled to setoff or to suspend a payment.
16.7 Rights are granted to the Customer on the condition that the Customer has fully paid all compensation owed under the Agreements concluded between the parties.
Article 17. Intellectual property rights
17.1 The intellectual property rights, such as copyrights, that rest on the Online Platform remain the property of Skopei.
17.2 The Customer is granted a non-exclusive and non-transferable right to use the Online Platform for the duration of the Subscription Platform.
17.3 If the Customer infringes Skopei's intellectual property rights, then: a. Skopei has the right to terminate the Agreement immediately, without the Customer being entitled to any form of compensation, and all damages incurred by Skopei as a result of this will be charged to the Customer, including loss of turnover; b. The Customer owes Skopei an immediately payable fine of €25,000, provided that if the actual damages incurred exceed the fine, Skopei retains the right to claim the actual damages from the Customer.
17.4 Skopei has the freedom to use the delivered product for its own publicity or promotion, taking into account the interests of the Customer.
Article 18. Complaints
18.1 Complaints regarding the Product or the Service must be reported by the Customer to Skopei as soon as possible. Complaints can be reported via email, or the Customer can create an online ticket.
18.2 The Customer must provide Skopei with the opportunity to investigate a complaint.
18.3 If a defect in the Product or the Service is not attributable to Skopei, all costs incurred by Skopei to remedy the defect shall be borne by the Customer.
18.4 Repair work carried out without Skopei's consent by a third party or by the Customer himself will never be compensated and do not entitle the Customer to suspend payment.
18.5 Skopei's liability is always limited to that stated in Article 19.
18.6 Complaints do not suspend the Customer's payment obligation.
Article 19. Liability and limitation periods
19.1 Skopei cannot be held liable for compensating any damage that is a direct or indirect result of: a. An event that is actually beyond its control and therefore cannot be attributed to its action and/or inaction, such as those described in Article 20 of these general terms and conditions; b. Any act or omission of the Customer, their subordinates, or other persons employed or commissioned by the Customer.
19.2 The Customer is in all circumstances responsible for the accuracy and completeness of the data provided by them. Skopei is never liable for any damage caused by (shared) data provided by the Customer being incorrect and/or incomplete. The Customer indemnifies Skopei against all claims in this regard.
19.3 Skopei is not liable for the functioning of (online) services, networks, software, systems, and products of third parties.
19.4 Skopei is never liable for any damage of any kind suffered by the Customer in connection with the (non) functioning of a system or (internet) connections of the Customer.
19.5 Skopei is not liable for damage caused by hacking activities, a cyber attack, or unauthorized use by a third party of the login details and/or Account.
19.6 Skopei is not liable for damage caused by Users or the manner in which Users use the Case.
19.7 The use of the Online Platform is entirely at the Customer's risk.
19.8 Skopei is not liable for lost income or other damage suffered by the Customer due to the Product or Service temporarily not functioning or not functioning properly and/or because a Case cannot be unlocked for use by a User.
19.9 Skopei does not guarantee that the Service is free of interruptions. The Customer acknowledges that the service may be interrupted for various reasons. Skopei will strive to provide complete continuity of the Service and to restore the interruption within acceptable time limits. Skopei is not liable for damage resulting from the temporary interruption of the Service.
19.10 Skopei is not liable for the consequences of actions taken by Administrators using the Online Platform.
19.11 If an unauthorized third party gains access to the Case, Skopei is not liable for any damage resulting from this, such as destruction.
19.12 Skopei is not liable for theft of the Case. The Customer is at all times responsible for properly insuring their Cases.
19.13 Skopei is not liable for consequential damage, including personal injury and death, and/or for an accident arising from the Product or the Case in which the Product is incorporated not functioning or not functioning properly or through the blocking of the Product or the Case.
19.14 Skopei is not liable for the errors of third parties engaged in the execution of the Agreement. The applicability of Article 6:76 of the Dutch Civil Code (BW) is explicitly excluded.
19.15 Any liability of Skopei for consequential damage is excluded. Consequential damage in this context includes at least: loss of profit, missed savings, loss of turnover, missed rental income, costs incurred to prevent or ascertain consequential damage, delay damage, business stagnation, reputational damage, data loss, labor costs, and imposed fines.
19.16 If Skopei should be liable for any damage or if any of the aforementioned liability limitations is not allowed or is declared inapplicable by a court, then the liability of Skopei is limited to the amount paid out by Skopei's insurer. If the insurer does not proceed to payout in any case or the damage is not covered by the insurance, then the liability of Skopei is limited to the amount the Customer has paid for the Agreement, at least to that part of the Agreement to which the liability relates. If the liability relates to a continuing obligation, then the liability is limited to the invoice amount of the continuing obligation for 1 year.
19.17 The liability of Skopei arises only if the Customer has placed Skopei in default in writing without delay and correctly, specifying a reasonable period for remedying the breach, and Skopei still fails to comply with its obligations after that period. The notice of default must contain as detailed a description of the breach as possible so that Skopei is able to respond adequately.
19.18 Any legal action for a defect in the performance of the Agreement expires after 1 year from the moment the Customer has discovered or could reasonably have discovered the damage.
Article 20. Force Majeure
20.1 Skopei is not obliged to fulfill any obligation if it is prevented from doing so due to force majeure. Force majeure on Skopei's part includes, among other things, being unable to comply with its obligations under the Agreement or in preparing for it due to: internet disruption, virus infection or computer breach by third parties, cyber attack, power failure, disruption in email traffic, extreme weather conditions, natural disasters, traffic disruptions, strikes, war, riots, war danger, terrorism, theft, fire, epidemics, pandemics, boycotts, government measures, illness or personal (family) circumstances of the natural person executing or required to execute the Agreement on behalf of Skopei, errors in software, networks, websites, links, and (online) services of third parties, a shortcoming of a third party engaged by Skopei, and changes in laws and regulations.
20.2 Skopei also has the right to invoke force majeure if the circumstance preventing (further) compliance occurs after Skopei should have complied with its obligations.
Article 21. Dissolution and suspension
21.1 Skopei is entitled to suspend the fulfillment of its obligations or dissolve the Agreement through a written declaration if:
a. The Customer fails to fulfill the obligations under the Agreement in full or in part;
b. After concluding the Agreement, circumstances come to Skopei's knowledge that give good reason to fear that the Customer will not fulfill the obligations;
c. The Customer has been granted a suspension of payment;
d. The Customer is in bankruptcy or the Customer's bankruptcy has been applied for;
e. The Customer's business is liquidated or terminated other than for the purpose of a takeover or merger of businesses.
21.2 Furthermore, Skopei is entitled to dissolve the Agreement if circumstances occur that are of such a nature that compliance with the Agreement is impossible or that cannot reasonably be required any longer according to standards of reasonableness and fairness or if other circumstances occur of such a nature that unaltered continuation of the Agreement cannot reasonably be expected.
21.3 If Skopei proceeds to suspension or dissolution, it is in no way obliged to compensate for damages and costs incurred thereby.
21.4 If the Agreement is dissolved, the claims of Skopei against the Customer are immediately due. If Skopei suspends the fulfillment of the obligations, it retains its rights under the law and the Agreement.
21.5 Skopei always retains the right to claim damages.
Article 22. Confidentiality
22.1 Both parties are obliged to maintain the confidentiality of all confidential information obtained in the context of their Agreement from each other or from other sources. Information is considered confidential if this is communicated by the other party or if this follows from the nature of the information.
22.2 If Skopei is obliged to provide confidential information to a third party designated by law or by a competent court based on a legal provision or a court ruling, and Skopei cannot invoke a legal or recognized right of non-disclosure, Skopei is not obliged to provide compensation or damages, and the Customer is not entitled to terminate the Agreement without costs.
22.3 Skopei retains the right to use the knowledge gained from the execution of the Agreement for other purposes, provided that no confidential information is disclosed to third parties.
Article 23. Limitation period
23.1 Unless otherwise specified in these general terms and conditions, the Customer's rights to claim against Skopei in any case expire after 1 year from the moment the Customer became aware or could reasonably have been aware of the existence of these rights.
Article 24. Personal data
24.1 The agreements regarding the processing of personal data by Skopei on behalf of the Customer are included in Chapter 5 of these general terms and conditions.
24.2 Users are informed through a privacy policy, visible in the Application, about the way in which Skopei processes personal data of Users.
Article 25. Applicable law, disputes, competent court, and assignment of contract
25.1 Dutch law applies to every Agreement and legal act between Skopei and the Customer, even if an obligation is performed wholly or in part abroad or if the party involved in the legal relationship is established there.
25.2 Parties will only resort to the court after they have made every effort to resolve a dispute through mutual consultation.
25.3 All disputes regarding Agreements and legal acts between the Customer and Skopei will be submitted to the competent court in the district where Skopei is located. 25.4 If Skopei transfers its business (partially) or transfers its legal relationship arising from the Agreement, the Customer grants prior consent to the transfer of the Agreement by the party that takes over Skopei's business (partially) or takes over the legal relationship and the Customer is obliged to cooperate in this contract transfer as stated in Article 6:159 BW.
CHAPTER 2: PRODUCTS
Article 26. Prices
26.1 The prices stated for the Products are excluding the costs of installing the Product.
Article 27. Formation of the order and cancellation
27.1 The order of Products is formed in accordance with Article 4.1.
27.2 The order of Products cannot be cancelled free of charge. If the Customer cancels the order for Products, the Customer remains fully liable for the agreed price of the Products owed to Skopei.
Article 28. Delivery and shipping costs
28.1 The Customer has the option to pick up the Products from Skopei. 28.2 If Products are sent to the Customer, shipping costs will be charged to the Customer.
Article 29. Use of the Product and loss of warranty on the vehicle
29.1 In order to use the Product, the Customer must conclude a Subscription Product with Skopei for each Product.
29.2 The Product must be installed. If the Product is installed in a vehicle by the Customer, a third party, or Skopei, it is possible that the installation work may lead to the warranty on the vehicle being voided. The Customer accepts this risk. Skopei is not liable for any damage suffered by the Customer as a result of a warranty being void due to the installation of the Product.
Article 30. Invoicing
30.1 Invoicing for the Products occurs upon delivery or if Skopei installs the Products, after the installation of the Products.
30.2 Skopei may require a down payment from the Customer. The amount of the down payment will be communicated in writing by Skopei to the Customer. In such a case, Skopei will not start executing the Agreement until the down payment is received.
Article 31. SIM card, Track & Trace, and Telecom Provider
31.1 If necessary for performing the Service, Skopei will place a SIM card for Track & Trace in the Product.
31.2 For the benefit of the Customer, Skopei will conclude a contract in its own name with a Telecom Provider for data usage.
31.3 The Customer is only allowed to use this SIM card for the Product and in the context of Track & Trace. Using the SIM card for any other purpose is expressly not permitted.
31.4 If the Customer acts in violation of article 31.3 and Skopei has to pay high usage costs to the Telecom Provider as a result, these usage costs will be charged to the Customer.
31.5 Skopei is not responsible for the functioning of the telecom service of the Telecom Provider.
31.6 If due to a disruption in the telecom service of the Telecom Provider, (temporary) Track & Trace does not or does not properly function, this is considered force majeure on Skopei's part, and Skopei is not liable for any damage suffered by the Customer as a result, such as loss or theft of the Case.
31.7 Track & Trace is only offered for use in the following countries: Ireland, United Kingdom, Norway, Sweden, Denmark, Finland, Netherlands, Belgium, Luxembourg, France, Spain, Andorra, Portugal, Germany, Switzerland, Liechtenstein, Austria, Italy, Monaco, San Marino, Vatican City, Poland, Czech Republic, Slovakia, Hungary, Romania, Slovenia, Croatia, and Greece.
Article 32.
32.1 A warranty of 1 year is provided for the Products.
32.2 The invoice serves as proof of warranty.
32.3 The warranty does not apply to batteries/accumulators.
32.4 If the Product shows a defect during the warranty period, the Customer must notify Skopei of this as soon as possible.
32.5 If the warranty claim is accepted, the Product will be repaired free of charge, or a new or replacement/comparable Product will be provided.
32.6 If Skopei installs a new Product for the Customer or repairs the Product at the Customer's request, the stipulations in Article 35 will apply.
32.7 Complaints about the Product will not be handled/solved free of charge and a warranty claim will not be accepted if:
a. Defects are the result of improper use or incorrect installation by the Customer or by a third party commissioned by the Customer;
b. The Product is not used in accordance with the agreed purpose and in the absence of that, the usual purpose;
c. A malfunction or defect in the Product has been caused by actions and/or inactions of the Customer or a third party;
d. The Product has not been used in accordance with the instructions for use or the technical specifications;
e. Damage to the Product has occurred due to external circumstances, such as destruction, fire, or the Case being water damaged.
32.8 If the Customer has unjustly relied on the warranty and/or has returned a properly functioning Product to Skopei, and Skopei has incurred investigation costs for that, including labor time, Skopei has the right to charge these investigation costs to the Customer.
Article 33. Retention of title
33.1 Ownership of the Products only passes to the Customer after the Customer has fully paid all amounts owed to Skopei for Products delivered or to be delivered under an Agreement, including the purchase price and the installation costs, plus any interest and costs owed under these general terms and conditions or the Agreement.
33.2 If the Customer does not fulfill his obligations towards Skopei in full or in part and in the event of dissolution of the Agreement for any reason, Skopei is entitled to take back all Products subject to the retention of title without prior notice or judicial intervention, without prejudice to Skopei's right to full compensation for damages.
33.3 If Skopei wishes to exercise its right as described in this article, the Customer is obliged to grant Skopei access to all locations where Skopei's Products are located.
33.4 In the event of seizure, suspension of payment, or bankruptcy, the Customer must immediately inform Skopei thereof and indicate to the seizing bailiff, administrator, or curator the (ownership) rights of Skopei.
33.5 The provisions mentioned in this article do not impair the other rights accruing to Skopei.
CHAPTER 3: WORKS
Article 34. Costs
34.1 If Skopei installs Products in vehicles at the Customer's request, the costs for installation will be charged separately to the Customer.
Article 35. Works
35.1 Works will be carried out at Skopei's location or at a location designated by Skopei.
35.2 An appointment will be made with the Customer for the Works.
35.3 The Customer must ensure the transport of their vehicles to Skopei's location.
35.4 After Skopei has informed the Customer that the Works are completed, the Customer must pick up their vehicles from Skopei's location within 24 hours.
35.5 If the vehicles are cars and the Customer does not pick up the vehicles within the period mentioned in Article 35.4, then €20 per day will be charged to the Customer per car for every day the vehicles are picked up late, as compensation for parking costs.
35.6 Skopei is never liable for damage to, loss of, or theft of the Customer's vehicles during the period that Skopei or parties engaged by it have the vehicles in their possession.
35.7 All storage of vehicles by/for Skopei or by/for the parties engaged by it will be at the Customer's expense and risk. The Customer is responsible for insuring their vehicles.
35.8 Skopei is entitled to suspend the release of the vehicles it has in connection with the execution of an Agreement until any claims that the Customer has regarding any Agreement have been satisfied.
CHAPTER 4: SUBSCRIPTIONS
Article 36. Duration and cancellation
36.1 The Subscription Product is for an indefinite period. The Subscription Product can be terminated by the Customer at any time, with a notice period of 1 month.
36.2 The Subscription Online Platform is for an indefinite period. The Subscription Online Platform can be terminated by the Customer at any time, with a notice period of 1 month.
36.3 Termination must be done in writing.
36.4 If Skopei stops its business and/or ceases the provision of Services, and the Agreements are not taken over by a third party, Skopei will terminate the Subscription Product and the Subscription Online Platform, observing a notice period of at least 1 month.
36.5 Skopei has the right to terminate the Subscription for the Product without judicial intervention if access consent to a mobile network is revoked. 36.6 Skopei is not liable for any damage suffered by the Customer as a result of Skopei terminating one or more subscriptions in accordance with this article.
Article 37. Invoicing
37.1 Invoicing for the Subscription Product is done monthly in advance.
37.2 Invoicing for the Subscription Online Platform is done monthly in advance.
CHAPTER 5: PROCESSING OF PERSONAL DATA ON BEHALF OF THE CUSTOMER (PROCESSING AGREEMENT)
Article 38. General and definitions
38.1 The words included in these general terms and conditions (such as “personal data” and “processing”) have, in any conjugation, the meaning as defined in the GDPR.
38.2 The Customer defines the purpose and means of processing personal data. In the context of the GDPR, the Customer is regarded as the “data controller”. In the context of the GDPR, Skopei is regarded as the “processor”. 38.3 Skopei commits to processing personal data on behalf of the Customer under the conditions of this chapter. Processing will only take place in the context of the Services that Skopei provides to the Customer.
Article 39. Categories of Data Subjects, type of personal data, and purposes
39.1 Skopei processes personal data of Administrators on behalf of the Customer. In such a case, the following personal data is involved: first name, last name, email address, position, and login details.
39.2 Skopei processes personal data of Users on behalf of the Customer. In such a case, the following personal data is involved: first name, last name, email address, phone number, address details, date of birth, payment details, driver's license details, license plate, login details, and location.
39.3 Skopei will not process personal data for any other purpose than as defined by the Customer.
39.4 The purpose of processing the personal data is the provision of Services, such as managing and creating accounts, facilitating the conclusion of User Agreements, verifying the validity of the User's driver's license, unlocking the Case for use or providing access to the Case, invoicing Users on behalf of the Customer, and collecting payments from Users.
39.5 It is the Customer's responsibility to ensure that the type of personal data that Skopei processes on behalf of the Customer and that the categories of Data Subjects and processing purposes are documented by means of an agreement or other legal action between the parties.
39.6 If the type of personal data, categories of Data Subjects, and/or processing purposes change, the Customer must notify Skopei of this in writing. Skopei is not responsible for processing purposes that have not been communicated by the Customer to Skopei.
Article 40. Responsibilities of the Customer
40.1 The Customer ensures that:
a. The Customer has a legal basis for processing personal data;
b. The processing is adequate and transparent regarding the Data Subjects;
c. The content, use, and order for processing personal data is not unlawful and does not infringe any third-party rights;
d. The Customer provides the Data Subjects with all legally mandated information regarding the processing of personal data;
e. If required by the GDPR, the Customer keeps a register of processing activities;
f. Personal data are not stored by the Customer for longer than legally permitted.
40.2 The Customer indemnifies Skopei against claims and demands arising from the failure to meet the aforementioned obligations.
Article 41. Processing
41.1 Skopei will process the personal data in the context of, and during the Agreement.
41.2 The processing will be carried out by Skopei in an automated environment.
41.3 Regarding the processing of personal data, Skopei will ensure compliance with the GDPR.
41.4 Skopei processes personal data for the benefit of the Customer, in accordance with the Customer's written instructions, and under the responsibility of the Customer. Skopei is not responsible for the collection of personal data by the Customer.
41.5 Skopei has no control over the purpose and means for processing personal data and makes no decisions regarding the use of the personal data, its provision to third parties, and the duration of storage of personal data. Control over personal data never resides with Skopei. The Customer is responsible for the processing of personal data. The Customer has and retains full control over personal data.
41.6 In the event Skopei processes personal data outside the European Economic Area, these will only be processed in countries with an adequate protection regime that provide appropriate safeguards and where Data Subjects have enforceable rights and effective remedies.
41.7 Skopei shall promptly inform the Customer if a competent (government) authority makes a request for disclosure of personal data based on the law. If Skopei is obliged by law to provide personal data, Skopei verifies the grounds of the request and the identity of the requester and immediately informs the Customer thereof, if possible before the disclosure.
41.8 Skopei does not provide personal data to third parties without the prior consent of the Customer, unless Skopei is required by law to disclose or communicate personal data. Sub-processors are not third parties in the sense of this article.
Article 42. Rights of Data Subjects and compliance with the GDPR
42.1 If a Data Subject makes a request regarding access, correction, or deletion of personal data to Skopei, or wishes to exercise any other right, Skopei will notify the Customer. The Customer must handle the request from the Data Subject regarding their personal data themselves and is therefore responsible for, for example, deleting, modifying, or providing the personal data upon request of the Data Subject, or ceasing or limiting the processing of the personal data of the Data Subject.
42.2 Skopei provides the Customer with full cooperation to meet the obligations the Customer has under the GDPR, including assisting the Customer with fulfilling his duties if a Data Subject exercises a right regarding personal data under the GDPR and the duties the Customer has under Articles 32 to 36 of the GDPR.
Article 43. Sub-processors
43.1 By entering into the Agreement with Skopei, the Customer agrees that Skopei may engage a third party in executing the Agreement, such as a payment provider; this third party processes personal data on behalf of Skopei and is therefore to be regarded as a sub-processor.
43.2 Skopei will enter into an agreement with its sub-processor in which the sub-processor is bound to at least the same obligations as Skopei has towards the Customer under these general terms and conditions or these obligations arise from a legal act between Skopei and the sub-processor, such as from the general terms and conditions of the sub-processor.
Article 44. Security measures
44.1 Skopei takes all necessary technical and organizational measures to secure personal data against loss or any other form of unlawful processing. These measures guarantee, taking into account state of the art technology and the costs of implementation, an appropriate level of security regarding the risks posed by the processing and the nature of the personal data.
44.2 The following security measures are taken by Skopei, among others: a. Using secure systems with strong passwords to prevent access by unauthorized persons to information systems; b. Secure network environment; c. Using antivirus software; d. The Online Platform and the Application use an SSL certificate; e. Regularly performing software updates.
44.3 If security measures undergo changes, Skopei will inform the Customer of these changes.
44.4 The Customer only provides personal data to Skopei for processing if he is assured that the required security measures have been taken.
44.5 Skopei provides the Customer with all information necessary for the Customer to determine that Skopei fulfills its obligations under these general terms and conditions. Skopei handles all information requests from the Customer regarding the processing of personal data promptly and properly.
44.6 If a data protection impact assessment is necessary in the context of processing personal data, Skopei will provide its cooperation.
Article 45. Audit
45.1 The Customer is entitled to have the security measures taken by Skopei regarding personal data audited by an independent ICT expert at most once a year during the Agreement. An audit must be announced in writing to Skopei at least ten days before the start, with a description of which parts will be examined and the audit process, and must not unnecessarily disturb Skopei's business operations. The independent ICT expert must be required by the Customer through a non-disclosure agreement to keep confidential information and personal data to which they gain access during the audit confidential.
45.2 The costs for the audit are for the Customer's account, including the costs of the independent ICT expert and the hours spent by Skopei staff in the context of the audit. The hours of Skopei staff will be billed based on the current hourly rate of Skopei. 45.3 Skopei guarantees to cooperate in the audit. The outcome of the audit will be discussed jointly by the parties to arrive at a possible improvement plan if deemed necessary.
Article 46. Security incident
46.1 Skopei tries to do everything within its power to prevent Security Incidents. Despite all taken security measures, Skopei cannot guarantee that no Security Incident will occur.
46.2 If a Security Incident occurs related to the processing of personal data resulting in sensitive personal data being leaked or causing any other reason for seriously detrimental consequences for the protection of the processed personal data, Skopei shall notify the Customer thereof as soon as possible and no later than within 48 hours. The Customer must assess whether it concerns a Security Incident so severe that reporting to the Dutch Data Protection Authority is obligatory and is personally responsible for promptly reporting a serious Security Incident.
46.3 Skopei provides the Customer with all information regarding the Security Incident concerning personal data requested by the Customer or that Skopei knows or reasonably should know is important for the Customer to properly comply with their obligations regarding a Security Incident in connection with personal data.
46.4 Skopei takes all reasonably necessary measures to prevent or limit adverse consequences for the protection of personal data as soon as it discovers a Security Incident involving personal data.
46.5 If a Security Incident has unfavorable consequences for the personal sphere of the Data Subjects, the Data Subjects must be informed, unless there is a legal exception. The Customer is responsible for assessing whether a Security Incident as described above exists and for reporting such a Security Incident to the Data Subjects. If Skopei is obliged to do so based on laws and regulations, it will cooperate in informing the Data Subjects.
Article 47. Employees of Skopei and engaged third parties
47.1 An employee of Skopei and a third party engaged by Skopei have access only to those personal data that are strictly necessary for the respective employee or third party to perform their duties. Access rights of an employee of Skopei and an engaged third party will be immediately blocked if access to the personal data is no longer necessary for the execution of the Agreement or if the employee or third party is no longer working at/for Skopei.
47.2 Skopei is obliged to keep personal data accessible to the Customer confidential and also imposes this obligation on its employees. This obligation does not apply to the extent that a legal provision or ruling obliges Skopei to disclose any information. Employees and engaged third parties sign a non-disclosure agreement or the obligation to maintain confidentiality is included in the employment contract, staff handbook, or (assignment) contract that the employee or third party has entered into with Skopei.
Article 48. Provision and deletion of personal data
48.1 Skopei will provide all personal data to the Customer at the Customer's first request.
48.2 Skopei is obliged to fully and irrevocably delete all personal data at the Customer's first request.
48.3 Following the termination of the Agreement, Skopei will, depending on the Customer's choice, delete the personal data or provide the personal data to the Customer and then delete the personal data, unless Skopei is obliged by law to retain the personal data.
48.4 The costs for providing personal data to the Customer will be charged to the Customer.
Article 49. Liability
49.1 If the Customer does not use the Online Platform correctly and/or performs actions with the use of the Online Platform that violate the GDPR and/or other regulations that set requirements for processing personal data, Skopei is not liable for this. Skopei is never responsible for fines imposed on the Customer regarding the processing of personal data.
49.2 If Skopei is obliged to pay damages to one or more Data Subjects due to violation of the GDPR, Skopei has a right of recourse against the Customer and the Customer is obliged to reimburse this damage to Skopei, except for damage arising from Skopei's failure to comply with obligations specifically directed at processors under the GDPR or from Skopei acting outside or in violation of the Customer's instructions.
49.3 If Skopei may be liable to the Customer regarding the processing of personal data, then Skopei's liability is always limited to what is stated in Article 19.16 of these general terms and conditions.
49.4 Liability on the part of Skopei due to a attributable shortcoming in the fulfillment of this chapter of these general terms and conditions arises only at the moment the Customer has sent Skopei a written notice of default in which the shortcoming of Skopei is clearly described and Skopei is given a reasonable term to comply and Skopei fails to comply in accordance with the notice of default. A notice of default may be omitted if fulfillment is permanently impossible.