Legal notice

SEAMTRACK SL, Terms and Conditions of Sale and Rental

Website identification

In accordance with Article 10 of Spanish Law 34/2002 of 11 July on Information Society Services and Electronic Commerce, the identifying details of the company are set out below.

COMPANY NAME:
SEAMTRACK SL
TAX ID (NIF/CIF):
B85869915
REGISTERED ADDRESS:
Calle Francisco Alonso 2
28860 - Boadilla del Monte
Madrid - Spain

EMAIL ADDRESS
rgpd@seamtrack.com

General

These Terms and Conditions of Sale and Rental (the «Terms») shall apply to all orders for Products or Services sold, rented out or supplied by SEAMTRACK SL («VIGILO») (registered with the MADRID Commercial Registry), and shall supersede any terms that previously applied to such orders. If the Customer has not signed an order incorporating these Terms or accepted them by «clicking to accept» on the VIGILO platform, the Customer shall be deemed to have accepted them upon payment of the first invoice to which these Terms were attached or which they accompanied in a billing email. All orders for Products or Services supplied by VIGILO shall constitute a separate contract between the parties, in each case subject to these Terms; and the term «Contract» shall be construed accordingly.
Accordingly, unless a specific agreement is in place, the placing of an order and the acceptance of a contract imply the Customer's full and unreserved acceptance of our Terms, to the exclusion of any other document such as a brochure, a catalogue or a GDPR guideline, since such documents are intended solely to provide general information.
For the purposes of this Document, i) the term «Product» refers to any vehicle tracking systems, terminals for such systems, antennas, cables or related equipment and accessories (including cameras and camera consumables), whether or not specified in the order or provided by the Customer, ii) the term «Services» refers to any delivery, installation, repair, replacement or hosting of the Products, or the supply of data, reports or other information by any means, whether specified in the order or established by the Customer, iii) the term «SIM card» refers to any unit used to identify the subscriber as used in any of the Products, and iv) the term «Customer» refers to any company, partnership, association or natural person who negotiates a contract for the purpose of purchasing or renting VIGILO's Products or Services for exclusively professional purposes.
If any of the provisions of our Terms is declared invalid or unenforceable by any Court or other competent authority, the remaining clauses shall not be affected by that ruling. The headings of the Sections of these Terms are provided for reference and organisational purposes only and may not be used to modify, explain or interpret any of the provisions of this Contract. Each party agrees that the content of the order confirmation and these Terms (including the terms expressly incorporated into this document) represent the entirety of the agreement by which that party undertakes obligations towards the other party.
All notices relating to these Terms issued by either party must be sent in writing and addressed to the other party's registered office or registered address.
Without VIGILO's express prior written authorisation, you may not do any of the following:
Use any data-extraction robots (“bots”), hardware or software modules that add a specific feature or service by connecting to an existing higher-level system (“plug-ins”), or other data extraction and collection methods or tools, scripts, applications or methods on this site;
Use any device, software or hardware to circumvent any operating element or to interfere, or attempt to interfere, with the proper functioning of this site, the server or the activities carried out on it;
Take any action that imposes an excessive or disproportionate burden on this site or on its network infrastructure, or that has adverse consequences for our network or other customers;
Decompile, reverse engineer, modify or disassemble any software found on, or related to, the site or the network infrastructure;
Use any meta tag or other form of “hidden text” that uses VIGILO's name or any other VIGILO trademark without VIGILO's prior written authorisation; or otherwise exceed your limited access to the site as authorised by VIGILO.
VIGILO reserves the right to modify, reject or delete any information held on its server or transmitted to it which, in its sole discretion, is deemed unacceptable or in breach of these terms and conditions. VIGILO also reserves the right to suspend or terminate its service for any operational or governmental reason, or for breach of these terms and conditions. Unauthorised use of this site or of the network infrastructure and/or the display of data by any person or entity other than the authorised account user is unlawful, and VIGILO reserves the right to take legal action.
The website may include proprietary content or other proprietary notices, or may describe products, services, processes or technologies owned by VIGILO or by third parties. Except as expressly set out in this document, nothing contained herein shall be construed as granting the user any licence or right under any trademark, patent, right of publicity or privacy, or any other proprietary or intellectual property right of VIGILO or of any third party.

Prices; Payment terms

Price quotations shall be valid only if submitted by VIGILO in writing, and shall apply solely to the quantities of Products or type of Services and the periods stated in VIGILO's quotation or Invoice. Where no period is stated, quotations shall remain valid for thirty days.
Prices shall apply as specified in the order and shall be paid in euros. VIGILO reserves the right to increase or reduce such prices annually as specified in this section.
Unless otherwise agreed in the order confirmation, in the contract or in VIGILO's invoice, the price of the equipment, communications or services (rental or purchase) shall be paid in advance, that is, upon acceptance of the contract.
Payment must be available on the due date. VIGILO does not apply discounts.
In the event of non-payment persisting for 48 hours following a reminder without a satisfactory response, the contract shall be terminated automatically at VIGILO's discretion, which shall entail the obligation to return the rented Products immediately at the Customer's expense and risk, without prejudice to the option of immediate enforcement in respect of all instalments outstanding at the end of the contract, together with any other applicable damages and interest.
Whatever the reason, the Customer may not apply any form of set-off.
Failure to pay any amount on its due date shall oblige the Customer to pay late-payment penalties set at three times the statutory interest rate (or 4%, whichever is higher). Late-payment penalties are charged without formalities and without any need for prior notice. They therefore become legally applicable from the day following the payment due date.
Furthermore, in the event of late payment, a contractual charge of forty euros for collection costs shall be owed to VIGILO automatically and without prior notice. VIGILO reserves the right to charge the Customer additional compensation if the recovery costs actually incurred exceed the aforementioned amount (forty euros) of recovery costs, which shall be evidenced by the submission of the relevant proof. The Customer shall reimburse all costs arising from the contested collection of the sums owed, including fees charged by public officials and lawyers.

Delivery and installation

All delivery dates and times are approximate. VIGILO will nevertheless make every effort to meet them. Time shall not be of the essence of the agreement and VIGILO shall not be held liable for any loss or damage arising from late delivery or from a missed installation appointment. If the Customer delays the installation of one of the Products or Services by more than thirty days from the installation date of the first Product or Service set out in the order, VIGILO may supply the corresponding Product and Services to the customer's delivery address. Installation shall thereafter be deemed complete and VIGILO shall accordingly be entitled to receive payment.
Where installation is carried out by the Customer or by a person appointed by the Customer, VIGILO shall not be held liable for any damage or loss of any kind arising, whether as a direct or indirect result of negligence or of failure to observe VIGILO's written instructions concerning the installation of VIGILO's Products.

Title; Risk

Title to the VIGILO Products purchased by the Customer shall pass to the Customer once the Customer has paid in full all amounts due. Until then, the Customer must ensure that the Products are insured, stored securely and separately identified, and kept in perfect working order. Title to the VIGILO Products rented by the Customer shall remain with VIGILO. At the end of the rental period, the Customer shall, at its own expense and risk, return those Products to VIGILO in perfect working order. The Customer must have kept them in good condition throughout that rental period. In all circumstances, VIGILO or its SIM card provider shall remain the owner of the SIM card.
Unless otherwise provided in the Incoterm stated in the order confirmation, all risk relating to the VIGILO Products shall pass to the Customer upon delivery to the address designated by the Customer, whether or not installation is carried out.

Use of the product

The Customer shall use the Products and Services exclusively for the commercial purposes of its business, and shall not use them for its own private use (or that of persons associated with the Customer) or for any other purpose.
The Customer shall refrain from: i) selling, renting out or otherwise making the Products and Services available to third parties without VIGILO's prior written consent; ii) reproducing, modifying, adapting, disassembling, decompiling or recompiling the Products, reverse engineering them or creating derivative works from them, except to the extent necessary to use the Products in accordance with these Terms; iii) using the Product to create products that are substantially similar in their expression to the Product; iv) using the Product unlawfully or transmitting, as part of its use of the Products and Services, any material that is unlawful, defamatory, obscene, infringing, harassing, discriminatory or similar; vi) acting in a manner that may jeopardise the operation of the Services or of any network through which the products are made available (the «Network»); vii) engaging in fraudulent or unauthorised use of the Network or of the Services; viii) acting in breach of the laws and regulations applicable to its activities.
The Customer shall use the Products and Services only in the country where the Products were initially supplied or installed. The Customer shall not move the Products to a country other than that of their original delivery/installation unless VIGILO authorises this in writing. If the Customer uses the Products or Services in another country, or transfers the Products to another country, VIGILO shall be entitled to take such measures as may be necessary to protect its legitimate commercial interests (as VIGILO shall determine at its sole discretion), including but not limited to increasing the price or terminating the Contract.
The customer agrees to limit its use of those Products and Services that involve the potential for significant data transfers (the “Variable Data Products and Services”) to a reasonable level. The Variable Data Products and Services include, but are not limited to, the alerts functionality, the VIGILO web service, integrated cameras and the VIGILO mobile app. The customer must not misuse the Variable Data Services and must limit data transfer through those Products and Services to a reasonable level. Should VIGILO, acting at its sole discretion, determine that the customer is misusing or transferring too much data through any of its Variable Data Products or Services, VIGILO shall be entitled to take the measures necessary to protect its legitimate commercial interests (as it shall determine at its sole discretion), including but not limited to increasing prices, limiting the use of the Variable Data Products and Services or terminating the Agreement. For the avoidance of doubt, the maximum level of use of the alerts functionality shall be deemed to be 60 alerts per TCSV per month and the maximum use of integrated cameras shall be deemed to be 200 MB per camera per month.
The Customer accepts that it bears sole responsibility for the content of the data generated by the Products, including but not limited to vehicle tracking data and camera recordings. To the extent permitted by law, the customer shall indemnify and hold harmless VIGILO and its directors, employees and agents against any and all losses, costs, claims and liabilities of any kind arising directly or indirectly from, or relating to, the content of such data; this includes, but is not limited to, investigations and prosecutions, and claims for libel, slander, copyright infringement, breach of data protection legislation, breach of other applicable laws, personal injury or death. VIGILO shall be under no obligation to mitigate any of the foregoing circumstances or events.

Warranties

VIGILO warrants to the Customer that the vehicle tracking terminal products purchased shall be free from defects for a period of twelve months from delivery, unless otherwise stated in the order confirmation. If VIGILO accepts that the products are defective within that period, it shall repair or replace them within a reasonable time, using new components or spare parts or equivalent items. In the case of rental, the warranty shall remain in force for the entire duration of the relevant rental.
Where a Product is not covered by the warranty and VIGILO agrees to issue a free replacement, the Customer undertakes to maintain the Services associated with that Product for a minimum period of 12 months.
This warranty shall not apply to the normal wear and tear of a Product, or where the defect, deterioration or malfunction of a Product arises from misuse, negligence or lack of maintenance or supervision by the Customer, or from any impact, fall or other accident involving the Product; nor shall it apply in the event of technological obsolescence beyond VIGILO's reasonable control, or in the event that a Network generation is shut down by VIGILO's provider.
All Products not manufactured by VIGILO (including but not limited to cameras) are subject to the terms of the warranty of the Products' manufacturer, and VIGILO provides no warranty in that regard.
VIGILO does not warrant the suitability of the Products or Services for any particular purpose, nor the uninterrupted operation of the Services. Nor does it warrant that the Products or Services will generate savings or financial benefit for the Customer, or that the reports, data or information supplied in the context of the Services provided will be free from errors, omissions, inaccuracies or non-compliant elements. VIGILO disclaims all liability or obligation towards the Customer in this regard, unless such liability or obligation is specifically set out as a stipulation in these Terms. Subject to the data protection obligations to which it is bound under the Contract, VIGILO disclaims all liability and gives no warranty as to the security or integrity of the connections or transmissions used in the context of the Services provided.
Damage caused by the Customer, by its representative or by any unauthorised third party during the installation or use of the Products shall be the full and sole responsibility of the Customer. The Customer shall likewise bear full and exclusive responsibility for any incorrect modification, repair or intervention on the Products. Any damage caused by accident shall be the full and absolute responsibility of the Customer. VIGILO accepts no liability for any damage.
Although VIGILO makes reasonable efforts to minimise the risk of security vulnerabilities in its systems (VIGILO being bound only by an obligation of means in this respect), the Customer acknowledges that its use of the Products and Services, and its communications with VIGILO, carry an inherent level of cyber risk, particularly if the Customer does not itself implement appropriate cyber security measures.
As such, subject at all times to its data processing obligations under the Contract, VIGILO shall not be liable for any direct or indirect loss incurred by the Customer as a result of viruses, malware or other harmful software introduced into the Customer's information systems, or of other unlawfully obtained third-party access to the Customer's information systems, where such events are beyond VIGILO's reasonable control.

High-risk disclaimer

VIGILO's Products and Services are not fault-tolerant and are neither designed nor intended for use in hazardous environments requiring fail-safe performance, such as the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, life support machines or any other application in which the failure of the Products or Services could lead directly to death, personal injury or serious physical or material damage (collectively, «High-risk Activities»). VIGILO expressly disclaims any express or implied warranty of fitness for High-risk Activities.

Rights; Intellectual property

VIGILO retains all copyright, rights in inventions, design rights, database rights and other intellectual property rights in respect of the Products and Services and the results of the Services. In no circumstances shall such intellectual property rights be transferred to the Customer, nor shall VIGILO be obliged to transfer them. All rights therein that are not expressly granted to the Customer under these Terms are reserved to VIGILO.
The copyright and all other creators' rights and intellectual property rights in the database that can be accessed through the Services, together with all information supplied by the Services (the «Information»), belong to VIGILO or to the providers of that Information. The Customer may use the Information obtained from the Services for its own purposes only. Accordingly, unless VIGILO has authorised it in advance and in writing, the Customer is not permitted to sell, retail, forward or communicate the Information obtained from the Services in any manner, on any medium or to any third party.
VIGILO may use the Information, in aggregated form together with data from other vehicles, to monitor road use, report on traffic flow and journey times and analyse general driving behaviour. VIGILO may share the aggregated data with third parties or supply it to them, without personal data or confidential information belonging to the Customer.

SIM cards

The Customer may not remove any SIM Card from any of the Products, nor may it permit or authorise third parties to remove it. The Customer is responsible for the loss, theft or malicious use (including fraudulent or improper use) of the SIM cards.
If it has reasonable grounds to believe that the Customer may be acting in breach of the preceding clause, VIGILO may (at its sole discretion) discontinue the provision of Services to the Customer in respect of any of the VIGILO Products or for all Products supplied to the Customer.

Confidentiality

For the entire term of the Contract and indefinitely following its termination for any reason, the Customer and VIGILO undertake to observe strictly the duty of confidentiality in relation to the information they have received from one another, and agree to refrain from reproducing or disclosing (directly or indirectly) any information, knowledge or «know-how», whether relating to their contracting party, to its activities or to the projects to which the parties have had access in the course of performing their contract, unless such information, knowledge or «know-how» has lawfully entered the public domain or must be disclosed by law. Confidential information includes, but is not limited to, business plans, customer lists, operational and technical data and product drawings.

Liability

The Products and Services supplied by VIGILO are consistent with the description given of them in the relevant catalogue or sales documentation. In the event of alleged non-compliance, the burden of proof lies with the Customer. As a professional, the Customer is solely responsible for the choice of the Products and Services supplied by VIGILO, as well as for compliance with the conditions and provisions governing their application.
VIGILO may be held liable only in the event of proven fault or negligence, and such liability shall be limited to direct losses, to the exclusion of any indirect loss, whether material or immaterial or, in particular, financial.
In order to assert its rights, the Customer must (failing which any related action shall be void) send written notice to VIGILO within a maximum of eight days from the discovery of any ground for complaint, including conditional grounds, that may give rise to liability on the part of VIGILO.
In respect of any claim or of all claims arising from a defective act on VIGILO's part (whether in respect of a defective act, in contract, in negligence or on any other ground), VIGILO's total liability may not exceed the total amount paid by the Customer for the Products or Services that are the subject of that claim. Where a claim is brought against VIGILO for interruption of the Services or for an error in the information provided, VIGILO's liability may not exceed the total price paid by the Customer for the Services during the period of that interruption or for any such errors, and shall be limited exclusively to the Products for which the Services were intended.
VIGILO shall not be held liable to the Customer for financial losses of any kind (including but not limited to loss of revenue, profits, contracts, business or anticipated savings), whether such losses are specific or indirect.

Refunds and cancellations

Once paid, fees for Products and Services shall not be refunded unless VIGILO is required to refund them by law or, at its sole discretion, decides to do so.
In the event of cancellation of the rental of a Product, of a Service or of the Contract, the following charges shall apply to VIGILO's Products and Services: in the event of cancellation, the rented Products must be returned to VIGILO in good working order, and rental charges shall apply until those Products are returned.
In the case of Products purchased by the Customer, the Customer shall be fully responsible for funding and arranging environmentally responsible disposal (or a suitable alternative) once they are no longer needed, and must do so in full compliance with all applicable laws and regulations. Alternatively, the Customer and VIGILO may agree that the Products be sent to VIGILO (at the Customer's expense) and that VIGILO arrange for their environmentally responsible disposal (or a suitable alternative).

Protection of personal data (GDPR)

As part of their contractual relationship, the parties agree to comply with the legislation currently applicable to the processing of personal data, with particular reference to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, applicable from 25 May 2018.
By email to rgpd@seamtrack.com, the Customer declares that it has taken note of the «GDPR Guidelines» and that it has obtained all necessary and useful advice, not only with regard to entering into the contract with full knowledge of the relevant facts, but also with regard to assessing and fulfilling its obligations concerning the processing of personal data.
VIGILO stores and processes personal data in accordance with the «VIGILO Data Processing Terms», which form an integral part of these Terms, of which the Customer declares that it has taken note, and which may be consulted by following the link http://www.vigilo.es/rgpd.html For the avoidance of doubt, the exclusions and limitations of liability set out in these Terms shall also apply to any liability arising under or in connection with the VIGILO Data Processing Terms.
Personal data may be disclosed to any of VIGILO's partners involved in the performance of the contract. It shall be retained for a maximum period of three years from the end of the business relationship between the Customer and VIGILO.
The processing of the information disclosed by the Customer in its capacity as a natural person complies with the legal requirements relating to the protection of personal data. In accordance with the legislation in force, the Customer has an ongoing right of access for the purposes of modification, rectification, objection to transfer and restriction of processing in respect of the information concerning it. Subject to the provision of valid proof of identity, in order to exercise the aforementioned rights the Customer must make contact at the following address: SEAMTRACK SL, Calle Francisco Alonso 2, 28660, Boadilla del Monte, Madrid. In the performance of the contract, VIGILO shall act as a processor and shall rely exclusively on the instructions of the controller, which is the Customer.
VIGILO undertakes to process personal data in accordance with the «VIGILO Data Processing Terms».
In particular, the technical and organisational measures compliant with the GDPR intended to preserve the security of the information, with particular reference to protecting that information against accidental or unlawful damage, accidental loss or alteration, and unauthorised distribution or access. VIGILO shall also implement security measures to protect the data against malicious attacks, alteration or disclosure to unauthorised persons.
VIGILO grants data access authorisations only to those of its employees or agents who need that information in order to implement and monitor security measures or to carry out contractual services. It requires its service providers to comply with the GDPR, in addition to the obligations arising from Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data.
VIGILO will gladly provide the Customer with the security policy it applies, and will notify the Customer of any changes it makes to that policy. It shall keep available to the Customer the documents relating to the security of the Customer's data, including in particular the required technical documentation, product risk analyses and a list of the security measures in place.
The data collected and processed by VIGILO is strictly covered by professional secrecy (Article 226-13 of the Criminal Code). VIGILO undertakes to comply with the following obligations and to require its own staff to comply with them:
– to refrain from obtaining copies of the data, except where necessary in order to provide its own contractual services, with particular reference to security measures.
– to refrain from disclosing the data to third parties, whether individuals or public or private companies.
– to adopt technical and organisational measures compliant with the GDPR in order to prevent criminal or fraudulent use of the data recorded in the course of the performance of the contract.
VIGILO shall keep personal data stored for the period defined by the Customer and, in this regard, it is recalled that, in the absence of such a definition by the customer, the storage period shall be twelve (12) months.
The Customer warrants to VIGILO that it has a legitimate interest in collecting the personal data of the Customer's representatives and employees and that they have consented in writing to that collection.
VIGILO and the Customer agree that, as a processor, VIGILO has a legitimate interest in collecting the personal data of the Customer's representatives and employees. It is agreed that the signatory on behalf of the Customer must carefully provide their contact details (such as surname(s), first name, role, telephone and fax numbers, email address), which shall constitute an unavoidable mandatory condition for negotiating and performing the rental contract. Personal data, as recorded and disclosed by the Customer to VIGILO in the context of the performance of the Contract (in which context the Customer shall inform the data subjects), is never processed or used unless this is necessary in order to validate the negotiation of the contract or to communicate and correspond with the data subjects (that is, the persons concerned); to process their requests; to ensure that VIGILO fully completes its services; to create and manage their online service access; and to provide statistical studies, commercial brochures and marketing campaigns.
Such data shall be retained for as long as necessary, and no longer than three years after the end of the provision of services by VIGILO, except where the data subjects exercise the right to erasure of the data concerning them. They have the right of access to, rectification, transfer and erasure of their data or, alternatively, to a restriction of processing. On legitimate grounds, they may also object to the processing of the data concerning them.
Subject to the provision of valid proof of identity, should they wish to exercise the aforementioned rights, they must make contact at the following address: SEAMTRACK Sl, Calle Francisco Alonso 2, 28660, Boadilla del Monte, Madrid, Spain.
Access to such personal data is strictly limited to those employees and, where applicable, subcontractors of VIGILO who have undertaken a duty of confidentiality, and those employees and subcontractors may not use the contractual data otherwise than as provided for in this contractual document and in the applicable legislation. Save in the cases referred to above, VIGILO undertakes not to sell, rent out or transfer the data, and not to allow third parties to access it, unless it has the consent of the data subjects. This shall be the case except where there is a legitimate basis (a mandatory legal obligation, the fight against fraud or abuse, the exercise of rights of defence, etc.) requiring disclosure by VIGILO.
VIGILO's employees and each and every one of its subcontractors must be based in the European Economic Area or in the United Kingdom, unless the transfer has been authorised by the company or is made to a country whose level of protection has been deemed, as a general rule, adequate under data protection legislation by the European Commission or an applicable supervisory authority, or unless the transfer operation is accompanied by the establishment of appropriate safeguards in accordance with the GDPR.

Force majeure

VIGILO shall not be liable in any way to the Customer for any failure or delay in performing any of the obligations imposed on it by these Terms, nor for any loss of or damage to any of the Products, in the event of force majeure, war, riot, civil unrest, embargo, strikes, fire, theft, late delivery or delay in the services provided by subcontractors or sub-suppliers, or the default of a subcontractor or sub-supplier owing to a force majeure event, a cyber attack on VIGILO's systems (which the parties expressly define as a force majeure event), shortage of labour or materials, confiscation or any other unforeseeable event (whether or not of the same kind as the events specified above) where these are beyond VIGILO's reasonable control. If such a situation persists for more than sixty days, either party may terminate the contract without any compensation being payable as a result.

Termination

VIGILO reserves the right to terminate the Contract with the Customer at any time (whether within the Minimum Period or not) if the Customer breaches the provisions of one or more Contracts at any time, or is in continuing breach, without remedying its breaches within thirty days of written notice. Termination may take immediate effect if the Customer's actions are such that they jeopardise the continuation of the Services.
The Customer may not cancel or terminate the Contract until the Minimum Period has elapsed. Thereafter, the customer or VIGILO may give one month's written notice of cancellation or termination.
Any provision of the Contract which, expressly or by implication, is intended to survive the expiry or termination of this Contract shall survive and continue in full force and effect.

Assignment of rights

The Customer shall not assign its rights or obligations under the Contract, in whole or in part, to any third party unless VIGILO has authorised this in advance and in writing. VIGILO may assign its rights or obligations under the Contract, in whole or in part, to any third party without the Customer's approval, provided that it gives the Customer at least thirty days' prior notice of the assignment.

Governing law and jurisdiction

The Contract (including the Terms) is governed by French law, without regard to conflict-of-law principles. Any dispute arising from the Contract, the order confirmation or the Terms, their validity, performance, breach or termination, or any dispute related thereto, shall be submitted to the competent courts of Madrid (SPAIN) for determination.

Version 4 - 5 February 2024