General Terms and Conditions for Products and Services of DongleApps SA
Version 1.3, valid as from 25/05/2018
1. Object, definitions and scope
The nv DONGLEAPPS (referred to hereafter as 'DongleApps') with company number BE 0632.575.701 and registered office at Elsegemplein 25b in 9790 Wortegem-Petegem, Belgium, develops and commercialises appliances with sensors and data connection (referred to hereafter as 'Dongle' or 'Product') that send data (referred to hereafter as 'Communication') in real time to servers administered by DongleApps (referred to hereafter as 'Cloud'), where the sensor data are further enriched and revised (referred to hereafter as 'Data Processing') to make the resulting information available by way of smartphone, tablet, PC and similar devices (referred to hereafter as 'Application'). The Communication, Cloud, Data Processing and Application, which are necessary to use a Dongle, form a single unit (referred to hereafter as 'Services').
These General Terms and Conditions form a contract (referred to hereafter as 'Contract'), which is binding for the parties, i.e. DongleApps on the one hand, and the person or enterprise who or which purchases a Product and Subscription (referred to hereafter as 'Client' or 'Client-Consumer') on the other hand. The provisions regarding consumer protection of these General Terms and Conditions are only applicable to natural persons dealing for purposes outside their commercial, business, trade or professional activities (hereafter referred to as 'Client-Consumer').
The Client is offered various combinations of Dongles and accompanying Services, which may or may not be under a different brand name, to provide a solution for problems such as assisting less experienced drivers, administering trips, etc.
A valid subscription (referred to hereafter as 'Subscription') is required to use a Dongle with its accompanying Services.
The websites at www.rookiedongle.com and www.prodongle.com (and any websites having country or generic extensions such as www.rookiedongle.be, www.prodongle.be, etc.) comprise an online store of Products and Subscriptions; the Client Space to activate Dongles, to administer Subscriptions and to consult documentation; it also includes the application (this entire set is referred to hereafter as 'Website').
Subject to any express provisions to the contrary, these General Terms and Conditions shall apply to all Products, Services and Subscriptions that DongleApps develops and sells.
No derogation from these terms and conditions whatsoever shall be allowed without the advance written permission of DongleApps.
DongleApps reserves the right to amend these General Terms and Conditions at any point in time without any advance notification. The amendments shall apply to any orders for Products or Subscriptions that have been placed once the amendments have been made. Amendments for Products and Subscriptions already sold shall apply as from the moment at which the Subscription is renewed.
The latest version of the General Terms and Conditions are on the Website.
2.1 Purchase Order
If Products and Subscriptions are ordered by a purchase order, DongleApps shall confirm the order by email and include a summary of the order and of the price, including all taxes. Such confirmation may be in the form of an invoice.
If Products and Subscriptions are ordered on the Website, the Client shall be responsible for choosing the correct Product and Subscription and for providing the correct data (name, email address, delivery and invoicing address, VAT number). After it has been confirmed, the Client shall be given a summary of the order and of the price, including all taxes and he, she or it must expressly accept these General Terms and Conditions. DongleApps shall confirm the order by email and send a summary of the order and of the price, including all taxes.
2.3 Email or telephone
If Products and Subscriptions are ordered by email or by telephone, DongleApps shall confirm the order by email and include a summary of the order and of the price, including all taxes. Such confirmation may be in the form of an invoice.
2.4 Agreement with General Terms and Conditions
By placing an order, the Client expressly agrees with these General Terms and Conditions and undertakes to duly respect them. Subject to express and advance derogation, these General Terms and Conditions shall replace any other agreement.
2.5 Admission to the Client Space
Upon first order, DongleApps sends the Client an email containing information that enables him, her or it to log in to the Client Space on the Website.
DongleApps reserves the right to suspend or refuse the order. In such a case, DongleApps can refuse the Client access to the Client Space on the Website.
If there is any delay in delivery, DongleApps can only be held liable where the delay is attributable to DongleApps.
3. Right to withdraw online purchases
The Client-Consumer has the right to inform DongleApps that he, she or it withdraws an online purchase through the Website without needing to pay a penalty or needing to give any reason for doing so. The Client-Consumer may withdraw the purchase within a period of 14 (fourteen) days as from the day following the Product and Subscription that he, she or it has ordered online or, if the Client-Consumer has only ordered the Subscription, as from the day following the online Subscription order.
If this period expires on a Saturday, a Sunday or a public holiday, then such period is extended to the next working day.
The Client-Consumer must log in to the Client Space on the Website and cancel the order to exercise this right of rescission.
If exercising the right of rescission relates to a Product that has already been delivered, then the Client-Consumer must return the Product in perfect condition and, if possible, in the original packaging, with all its accessories, user manuals and documentation.
If exercising the right of rescission relates to a Subscription, then the Client-Consumer can only exercise the right of rescission if he, she or it has not yet activated the Subscription (for a new Subscription) or if the new period of the Subscription (for a renewal) has not yet started.
DongleApps shall pay the amount to which the Client-Consumer is entitled within a period of 14 (fourteen) days as from the date of the return. The Client-Consumer shall be liable for the costs for the return and for the Subscription already commenced.
This provision regarding the right to withdraw purchases is exclusively applicable in relation to the Client-Consumer. In relation to other Clients, the purchase will be final with no possibility of withdrawal.
Every Dongle is delivered with a Subscription for a fixed period.
DongleApps offers two Subscription formulas:
- On the one hand, the Client can subscribe an annual Subscription tacitly renewed after each period of one year pursuant to Article 4.2.
- On the other hand, the Client can subscribe for a period of 24, 36 or 60 months, tacitly renewed for the same duration after the end each period, pursuant to Article 4.2 (referred to hereafter as 'Multi Year Subscription').
Both formulas will be yearly invoiced in advance.
The Subscription commences at the moment at which the Dongle is plugged into the OBD port of the vehicle. Because activation depends on the mobile telephony operators who assume responsibility for the Communication, DongleApps shall not be held liable for any delay in activation pursuant to any action by said operators. The Client can follow the activation on the Client Space of the Website.
4.2 Tacit renewal
4.3 Price change
DongleApps reserves the right to change the rate of the Subscription at the end of every period.
Pursuant to Article 4.2., the Client can terminate the annual Subscription until fourteen calendar days before the end of the annual Subscription by sending the Client service an email. The Dongle number to which the Subscription applies must be expressly stated in the email. The email must be sent from an email address that is known at DongleApps and that belongs to a Client Space Administrator.
Likewise, the Customer may terminate the Multi Year Subscription at the end of the contract period following the procedure described above. However, it cannot be terminated during the contract period. In the event of early termination, all present and future amounts under the Multi Year Subscription remain due and will be immediately due and invoiced by DongleApps.
Unless stated otherwise, the Subscription shall remain active until the end of the current period and no Subscription repayment can be made for the current period.
The respective provision shall not prejudice the termination terms and conditions of the Contract, which are laid down in Articles 6.2, 6.3, 6.4 and 12.
5. Virtual SIM card and loss or theft
Regardless of the Subscription chosen, the Client shall be given a virtual SIM card without an allocated telephone number as part of the Dongle, with which data can be forwarded between the Dongle and the Cloud..
DongleApps shall continue to be owner of the SIM card that the Client receives for the entire course of the Subscription. For the entire duration of the Subscription, the Client undertakes not to copy, sell, cede, rent out, destroy or damage the card or to (have someone) use it for any purpose other than for the Communication. DongleApps shall deactivate the SIM card after the Subscription has expired.
Regardless of the Subscription chosen, the Client shall be the owner of the Dongle
The Client undertakes that if the Dongle is lost or stolen, he, she or it shall report this immediately to DongleApps, and shall include a copy of the official report drawn up by the police and a copy of the Client's identity card. DongleApps shall then suspend the Client's SIM card as quickly as possible. However, the Client shall continue to owe the subscription costs to DongleApps until the end of the current Subscription. DongleApps shall not be liable for the consequences of an incorrect report or a report by a third person who has assumed the identity of the Client.
The Contract between parties is formed as from the moment that the purchase order is signed, as from the confirmation by email is sent to the Client or as from the moment that a Dongle has been activated, whichever one of these actions took place first.
The Contract shall be terminated automatically at the end of the last Subscription.
6.3 Termination at the Client's initiative
The Client must terminate the Contract by registered letter with acknowledgement of receipt, addressed to DongleApps, and must state the reason for the termination. If the Client terminates the Contract, any Subscriptions still running shall be terminated and there shall be no possibility of any repayment of the subscription money for the remaining period.
6.4 Termination at the initiative of DongleApps
DongleApps can terminate the Contract without notice period or payment if the Client remains in serious or recurrent default of observing his, her or its contractual obligations or if he, she or it is requested to do so by the competent authorities.
6.5 Admission to the Client Space
When the Contract is terminated, DongleApps can refuse the Client access to the Client Space on the Website.
7. Parties' obligations
The Client undertakes to provide DongleApps with correct information (contact data, etc.) and to notify DongleApps immediately of any change to such information, for example, a change of address, email address, telephone number and so on. If the Client omits a written notification to DongleApps regarding a change of (email) address, all communication will nonetheless be considered to be sent lawfully by DongleApps and thus received by the Client if sent to DongleApps’ last known (email) address.
The Client undertakes to state his, her or its contact details in any correspondence with DongleApps to facilitate the authentication and treatment of his, her or its application. DongleApps shall consider only full and complete applications.
The Client must ascertain whether his, her or its equipment is compatible with the technical specifications of the Dongle.
The Client undertakes to conform to any prescriptions relating to the configuration and use of the Dongle and to consult the documentation as soon as this appears to be necessary.
The Client undertakes to duly observe his, her or its payment obligations and to regularly consult the Client Space on the Website to take due note of any new messages and information that DongleApps provides.
The Client agrees that DongleApps shall remotely update the Software integrated in the Dongle and that it makes decisions on the evolution of the technical specifications of the Dongle and of the communications technology that is used as it deems fit, without any additional costs for the Client.
The Client agrees that it shall receive invoices electronically.
DongleApps undertakes to guarantee the proper functioning of the Dongle and of the accompanying Services in the countries of the European Union and to take the measures necessary to preserve the continuity and high quality of such Services.
The Client explicitly recognizes that DongleApps has complied with all the obligations regarding information as provided for by the Code of Economic Law and that her General Terms and Conditions are permanently en clearly accessible on the Website (by no means exhaustive: DongleApps’ identification data, the order process, price indications, right to withdraw online purchases, ...).
By purchasing goods and service through DongleApps’ Website, Clients declare to be above the age of 18 years and acting in full legal capacity and competence to purchase goods and services from this Website.
8. Parties' liability
The contractual obligations of DongleApps shall be obligations to perform to the best of its ability.
DongleApps shall not be liable if the fact that its obligations are not performed or are performed inadequately is attributable to the Client or to technical conditions beyond the control of DongleApps.
It is expressly agreed that the functioning of the Dongle and accompanying Services shall be based on technologies that are developed and operated by third parties where DongleApps does not have at its disposal any means of intervention whatsoever. DongleApps shall therefore not be liable if there is a disruption or reduced quality of the service due to a problem with sub-suppliers or suppliers, such as mobile phone operators who assume responsibility for the Communication, the supplier who is responsible for the Cloud, the supplier who delivers the external data for card and maximum speed allowed, vehicle manufacturers, etc.
DongleApps shall not be obliged to guarantee the functioning of the Dongle and accompanying Services in the case of force majeure incidents or incidents that are totally beyond its control, such as strikes, bad weather conditions, war, embargoes, electricity grid or internet defects, satellite defects or mobile phone operators who do not duly observe their obligations.
The Client shall recognise and accept that the mobile phone network of the mobile phone operators and the SatNav network do not cover some parts of the territory, which means that access to the Service there is disrupted.
Furthermore, the Client declares that he, she or it is conscious of the fact that the Service partly operates on the basis of information that DongleApps receives from the persons using its Services and from third persons. Consequently, DongleApps can in no case whatsoever be held liable if the information that it receives from those using its Services or from third persons is incomplete, has expired or is incorrect. In this regard, the Client shall recognise that the information that is forwarded via the Application is formulated under all reservation.
DongleApps can in no case whatsoever be held to compensate for any direct or indirect damage that the Client suffers when using the Products and accompanying Services, including the operational losses and trade losses and, broader still, any damage whatsoever that does not exclusively and directly arise from a failure on the part of DongleApps.
Whatever the case, the liability of DongleApps by virtue of the Contract cannot exceed the amount of the sums that the Client has paid during the past 12 (twelve) months.
The Client shall be the sole person responsible for any incorrect use of the Dongle.
The Client shall be the sole person liable for installing, operating and maintaining his, her or its vehicle, the proper functioning of which is an essential condition for the proper functioning of the Dongle.
The Client shall recognise that the functioning of the Dongle can be influenced by an incorrect act on the part of the Client or by the proximity of equipment causing electro-magnetic disruptions.
9. After-sales guarantee and service
9.1 General provision
In accordance with the statutory guarantee for defective products, the Products that DongleApps puts on the market shall be guaranteed against any case of defective operation for a period of 24 (twenty-four) months as from the date on which they are delivered to the consumer. This guarantee covers labour, the loose spare parts and the functional accessories that are delivered in the Dongle packaging. The guarantee shall recommence whenever something is exchanged.
Current provision regarding the statutory guarantee is exclusively applicable in relation to Client-Consumers. Other Clients will be covered by a guarantuee against defects during a 12 (twelve) month period from the date of delivery. Exchanges as a result of the latter guarentee shall not lead to a recommencement of the period.
9.2 Limitation of the guarantee
The guarantee shall not apply to defects caused by an abnormal use. In particular, the guarantee shall not apply in the cases below:
- attempt by an incompetent person to repair or remove the Dongle;
- damage pursuant to the use of accessories that do not meet the DongleApps specifications;
- carelessness, incorrect use, incorrect installation or damage intentionally caused by the user, any jolt to or fall of the Dongle;
- wear or ageing pursuant to abnormal use of the Dongle (including multiple plugging and unplugging of the Dongle);
- limited operation as a result of the lack of a valid Subscription.
9.3 During the Guarantee period
The Client must report to DongleApps by email any lack of conformity occurring during the guarantee period. A defective Dongle must be returned (without the box, accessories or user manuals) to a service address of DongleApps as stated on the Website if the Client wants it repaired.
Where appropriate, the Client shall take the sending cost for his, her or its account.
DongleApps undertakes that it shall repair the Dongle or replace it and return it (without the box, accessories or user manuals) to the Client within a maximum of 14 (fourteen) working days after it received the defective device.
DongleApps reserves the right to charge administrative and transport costs for a Dongle that does not display any defect whatsoever.
9.4 Outside the Guarantee period
The Client must report to DongleApps by email any defect occurring during the guarantee period. DongleApps shall make a financial proposal for the repairs. If the Client wants a defective Dongle repaired, he, she or it must return it, exclusively at the Client's expense, (without the box, accessories or user manuals) to a service address of DongleApps as stated on the Website.
10. Client services and complaints
The DongleApps Client services shall be available by email for questions relating to the products or services, technical assistance and after-sales service provision.
Complaints regarding invoicing, the products or services of DongleApps must constitute the subject-matter of a document sent by registered letter within a period of 5 (five) days after the invoice has been received or after the incident leading to the complaint occurred. Complaints shall not be considered if this is not done.
DongleApps undertakes to respond to any complaints within a period of 30 (thirty) working days as from the date on which the complaint is received.
11. Licence to use the Software
The Dongle and accompanying Services function due to the software (referred to hereafter as the 'Software'), which was developed by DongleApps and of which it is the exclusive owner.
By using the Dongle and accompanying Services, the Client fully agrees with the user licence, except for any derogation that DongleApps expressly approved in writing and in advance.
11.1 Rights granted
DongleApps shall allocate to the Client a personal, restricted, non-transferable and non-exclusive right to use the Software (referred to hereafter as the 'Licence'), subject to the terms and conditions outlined below:
- the Licence shall exclusively include the right to use the Software (including the documentation) for the duration of the Contract;
- the Licence does not include any transfer of ownership of the Software or of one of its elements (including the documentation) to the Client;
- the Client undertakes not to decompile, reproduce, translate, adjust, arrange or change the Software or the accompanying documentation, even if such actions were to be necessary to be able to use the Software in conformity with its intended use;
- the Client undertakes not to use the Software with any products other than the DongleApps Dongle;
- the Client shall waive any other act of transfer or of re-division of the Software or of sub-licensing of the Software without the express, written and advance agreement by DongleApps. If the Client wishes to sell his, her or its device, then he, she or it must report this to DongleApps, stating his, her or its contact details and including a copy of the Client's identity card and the purchaser's contact details.
DongleApps reserves the right to transfer its rights to the Software to third parties.
The Licence shall be terminated ipso jure and without any compensation if the Client breaches the licence provisions.
In view of the fact that the Software requires personal data to be gathered and processed, the licence shall also be terminated ipso jure if the Client exercises his, her or its right to delete the personal data in accordance with Article 12 of these terms and conditions.
11.2 Software updates
DongleApps may update the Software remotely from time to time to improve its performance and to correct any mistakes that are established while the Contract is being executed.
The Client undertakes to allow the Software to be automatically updated and not to interrupt the download and installation of the data that DongleApps forwards remotely.
The Client shall recognise that the Software and the Dongle may not function correctly during the updating process.
11.3 Guarantees on the Software
DongleApps shall guarantee the Client that the Software will function properly, to the extent that the Client correctly installs the updates.
However, DongleApps does not guarantee:
- that the functioning of the Software shall be uninterrupted and free of any defects, nor that any Software anomalies shall be corrected;
- that the Software shall be adjusted to the personal needs of the Client or for a specific use.
Moreover, DongleApps cannot be held liable for the loss of information or of data, nor for any other direct or indirect damage pursuant to the use of the Dongle and its accompanying Services.
12. Personal data protection
The Client is data controller in the sense of article 4.7 of the on the protection of the Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (GDPR, hereafter), while DongleApps is data processor in the sense of article 4.8 of the GDPR. DongleApp will process personal data on behalf of the Client and only on its documented instructions.
Both Client and DongleApp commit themselves being compliant with the GDPR.
The following personal data are processed by DongleApp:
- the identity number of the Dongle;
- data relating to geo-localisation by way of SatNav (including latitude and longitude, speed and direction);
- data relating to technical parameters of the vehicle, which are made available by means of the OBD2 protocol (including revolutions, speed, technical defect reports, voltage, etc.);
- data relating to driving behaviour by means of a G-Force sensor.
- Contact information of the user as such as name, first name, phone number, phone number, email address;
- data needed for the setting the parameters of DongleApp as such as period of holidays of the user.
DongleApp doesn’t process the personal data for any other purpose than the ones mentioned in the present terms and conditions.
No personal data will be transferred to a third party without the express agreement of the Client unless Union or Member State law requires to do so. In this last case and before any transfer, DongleApp will inform the Client.
DongleApp is allowed by the Client to engage another processor that would be needed to the service. However, DongleApp will inform, by way of email, the Client. The Client has the opportunity to terminate the contract if the processor doesn’t provide sufficient guarantees to implement appropriate technical and organizational measures in such a manner that processing will meet the requirements of the RGPD and ensure the protection of the rights of the user. This termination shall be notified to DongleApp by way of Email within 15 days from the information sent by DongleApp. The email must be sent from an email address that is known at DongleApps and that belongs to a Client Space Administrator. The Dongle number to which the Subscription applies must be expressly stated in the email.
The persons authorized to process the personal data have committed themselves to confidentiality.
Taking into account the nature of the processing and the state of the art, provide with appropriate technical and organizational measures to guarantee the appropriate security. DongleApp makes available to the Client all information necessary to demonstrate compliance with the obligations laid down in these terms and conditions and allow for and contribute to audits, including inspections, conducted by the Client at its exclusive expense or another auditor mandated by the Client at its exclusive expense.
In case of termination of the contact following the present terms and conditions, DongleApp will delete the personal data or make them anonymous. In this last case, the data will be used by DongleApp to improve the quality of the service or of its instruments/tools. DongleApp won’t be allowed to make any measure to identify the user from the anonymous data.
13. Intellectual Property
DongleApps is the exclusive holder of all the intellectual property rights relating to the Dongle and accompanying Services.
DongleApps is also the sole owner of supports (server, etc) hosting the data that are automatically gathered by the Dongle or while the Client is using the accompanying Services.
The Client shall grant DongleApps the express permission to use these data in accordance with these terms and conditions and, more particularly, their article 12.
'DongleApps', 'RookieDongle' and 'ProDongle' are deposited brands belonging to DongleApps.
No provision whatsoever of these terms and conditions can be interpreted as constituting a transfer of an intellectual property right to these distinctive signs in the Client's favour or any third party.
Price shall always be stated in euros and include VAT.
The price stated in the order confirmation shall be the definitive price, including VAT and any accompanying costs. Said price shall comprise the price for the Products and Subscription, the handling fees, packaging and storage costs of the Products and the dispatch costs.
The prices applicable to the order shall be the latest ones that DongleApps has communicated on the Website. The Products shall always be invoiced according to the rates applicable at the moment at which the orders are confirmed.
All prices on the Website can be changed at any moment whatsoever.
15. Payment terms and conditions
All invoices must be paid no later than on the due date. Any invoice that has not been paid on the due date shall be increased, ipso jure and without any advance notice or notice of default, on a monthly basis by 1% of the total amount, excluding VAT. In addition, compensation for damages in the amount of 15% of the invoice amount, the minimum of which shall be EUR 25.00, and the maximum EUR 1,250.00, shall be owed ipso jure and without any advance notice or notice of default. The Client shall be liable for any taxes and levies applicable.
16. Miscellaneous provisions
In all the above-mentioned cases, DongleApps shall be represented by its Managing Director, who, in this capacity, elects the registered office as his domicile.
Any nullity of a provision of these terms and conditions shall not have the effect that the other provisions become null and void.
These General Terms and Conditions, the interpretation and execution thereof shall be governed by Belgian law. Any dispute shall fall under the exclusive jurisdiction of the tribunals and courts of Brussels.
Any disputes before the court shall be conducted in Dutch.