Movolytics by ABAX Terms and Conditions

1.       Contracting Parties and Scope

1.1     The terms set out below (the “Terms“) govern all contracts between you (the “Customer“) and Movolytics (the “Company“) for the provision of Services by the Company to the Customer. 

1.2     By ordering Services from the Company, the Customer agrees to be bound by the Terms. The Terms, together with any Services Order Form, Authorisation Agreement or other document referenced herein, constitutes the entire agreement between the parties (the “Agreement“) and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter. All other terms are excluded from this Agreement. 

1.3     No variation to this Agreement shall take effect unless explicitly agreed in writing (also electronically) and signed by the Company.

1         Interpretation

1.1       The following definitions apply in these Terms:

Authorisation Agreement: the document under which the Customer authorises direct debit or credit card payments to be made to the Company.

Buy Out Sum: any sum paid by the Company to the Customer or a third party supplier of the same or similar services to terminate such services, as identified in the Services Order Form.

controller, processor, data subject, processing and personal data: each as defined in the GDPR.

GDPR: the General Data Protection Regulation (Regulation (EU) 2016/679), or similar legislation as implemented under relevant national laws (including in England the Data Protection Act 2018 and any other national laws, regulations and secondary legislation dealing with data protection, data privacy or similar), in each case as applicable and in force from time to time. References to Article numbers of the GDPR shall be deemed to include the equivalent provisions in the event the Article numbers in the legislation are changed from time to time;

Effective Date: the date of acceptance of a Services Order Form by the Company pursuant to clause 2.5.

Equipment: any physical equipment, including vehicle tracking units provided by the Company as part of the Services, as described in a Services Order Form. For the avoidance of doubt, Equipment includes Hired Equipment and Customer Owned Equipment (as such terms are referred to below).

Free Period: means, in relation to the Services, 30 days from the Effective Date or any other period of time set out in the Services Order Form as a Free Period, during which a New Customer shall not be obliged to pay the Subscription Fees.

Intellectual Property: means all patents, know-how, copyrights, database rights, trade or service marks, design rights, and all other intellectual property rights of any kind (whether registered or unregistered).

Minimum Service Period: the initial period for the Services set out in the Services Order Form which, unless stated otherwise in the Services Order Form, will commence on the day following the Free Period which starts from the Effective Date.

Standard Contractual Clauses means the standard contractual clauses annexed to the European Commission’s Decision (EU) 2021/914 of 4 June 2021for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, as may be amended, superseded or replaced. 

New Customer: a Customer who has not previously placed an Order for, or received the benefit of (whether directly or indirectly) the Services;

Order: any order or purchase order placed by the Customer.

Price: the one-off price payable by the Customer to the Company for Equipment if the Customer elects to buy, rather than hire, the Equipment, as set out in the Services Order Form. 

Services Order Form: the document for placing orders of the Services, whether by e-mail, post, the Internet or otherwise, including addenda thereto. These Terms shall be deemed incorporated herein by reference to each Services Order Form and each Services Order Form shall be deemed a separate contract.

Services: the subscription services ordered by the Customer from the Company under a Services Order Form, including any associated documentation.

Software: the online software applications provided by the Company as part of the Services, together with any other software provided in connection with the Services.

Subscription Fees: the subscription fees payable by the Customer to the Company for the Subscriptions, as set out in a Services Order Form.

Term: is defined in clause 13.1.

1.2       The headings in these Terms are for convenience only and shall not affect any interpretation. 

1.3       Any reference to a clause shall (unless otherwise specifically provided) be to a clause of these Terms. 

1.4       Any reference to a plural shall include the singular and vice versa. 

1.5       Any reference to any person shall include natural persons and partnerships, firms and other such unincorporated bodies and companies and corporate bodies and all other legal persons of whatever kind and howsoever constituted. 

1.6       The words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.

2         Purchase of Subscriptions

2.1       The Customer shall pay the Subscription Fees and, where relevant, the Price to the Company in accordance with the terms of this Agreement. The applicable Subscription Fees in respect of the Customer’s subscription for Services and the Price, where relevant, shall be as set out in a Services Order Form. The first payment shall be taken by direct debit otherwise payment will be made by bank transfer.

2.2       Unless otherwise stated in the Services Order Form, the Customer shall pay:

(a)   any Price on the Effective Date, and

(b)   the Subscription Fees monthly in advance, with the first instalment being paid on the Effective Date or, for New Customers only, the date of expiry of any Free Period, and each additional instalment being paid on the same date in each subsequent month (the “Subscription Payment Date”), subject to clause 2.3. 

2.3       The Company may at any time at its sole discretion change the Subscription Payment Date to any other date required by the Company (the “New Payment Date”). In such circumstances the Customer will pay the Company a pro-rata amount of the Subscription Fees calculated for the period running from the last Subscription Payment Date until the New Payment Date and thereafter shall pay all Subscription Fees monthly in advance on the New Payment Date. 

2.4       Each and every purchase of Services by the Customer under a Services Order Form shall be subject to these Terms.  In the event of a conflict between the provisions of these Terms and any Services Order Form, these Terms shall prevail unless any specific provision of these Terms is expressly overridden. 

2.5       No Order shall be deemed to be accepted by the Company unless and until the Services Order Form has been signed by a duly authorised officer or employee of the Company and its signature has been notified to the Customer.

2.6       Where the Customer pays by direct debit, payment of all amounts due shall be made by the Customer on the date of the Company’s invoice and, where the Customer pays by bank transfer, payment shall be made within 30 days from the date of the invoice, in each case unless otherwise specified by the Company.

2.7       Subscription Fees and any Price paid are non-refundable and all amounts stated or referred to in this Agreement are exclusive of value added tax or any other applicable taxes (“VAT”), and are payable in sterling/euro. The subscriptions for Services purchased under a Services Order Form cannot be reduced during the relevant Minimum Service Period and cannot be cancelled prior to the end of the relevant Minimum Service Period or any Extension Period.

2.8       If the Company has not received payment in accordance with clause 2.2 then without limiting the Company’s right to terminate under clause 13.2 and without prejudice to any other rights and remedies it may have:

(a)   the Company may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Company shall be under no obligation to provide any or all of the Services while the amount owing remains unpaid; and

(b)   the Company may claim interest at its discretion (and the Customer shall pay such interest) on any unpaid amounts under the Late Payment of Commercial Debts (Interest) Act 1998.

2.9       The Customer agrees that the Company may issue invoices to it by electronic means and that invoices issued in this manner shall be valid.  It is the Customer’s responsibility to notify the Company of any change to the email address to which it would like invoices to be issued.  

2.10     Notwithstanding any other provision in this Agreement all payments payable to the Company under this Agreement shall become due immediately upon termination of this Contract, howsoever arising.

2.11     All payments and fees due under this Agreement are subject to the addition of VAT at the then prevailing rate, which the Customer shall be additionally liable to pay to the Company.  Any firm prices quoted are with errors and omissions excepted.

2.12     The Customer shall pay to the Company the Price, if relevant, and the Subscription Fees in full and without set off, cross claim or deduction on any account whatsoever.

2.13.    The Company may unilaterally adjust the price corresponding to any increased purchasing costs or costs to subcontractors, for example to providers of mobile data and/or map services, compared with the time of entering into the Customer Contract. Such change can take place with 2 months’ prior written notice (also electronically) to the Customer.

2.14.    The Company may at any time and without prior notice adjust the price agreed upon for a Service in accordance with changes in the general price level by using a recognised and commonly used index in the country where the Company has its registered business address or such index in Europe. Choice of index and any supplementary mark up is the Company’s sole decision. Adjustment may take place at the earliest with effect from January the calendar year after the Effective Date.

2.15.   Upon automatic renewal of the Agreement, the Company may adjust the price for the Service according to the current pricelist, which without prior notice thereof applies for the Renewal Term.

3         Services

3.1       The Company shall sell, and the Customer shall purchase, the Services for the Term in accordance with the Services Order Form and subject to these Terms, which shall govern the agreement to the exclusion of any other terms and conditions purported to be applied by the Customer. 

3.2       The Company may provide on-line training, upgrades in software and mapping (upon availability) and technical support in accordance with the Company’s support services policy (which may be amended from time to time) as part of the Services at no additional cost to the Customer and in accordance with its policies in force from time to time.

3.3       The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Customer, and for giving the Company any necessary information relating to the Services (including the Equipment) within a sufficient time to enable the Company to perform the Agreement in accordance with its terms.

3.4       The ability to send SMS text alerts and manually download camera footage is provided by The Company and is subject to a fair use policy, in which the usage is constantly reviewed.  This is based on, but not limited to the following, size of fleet, number of SMS alerts generated, number of, and duration of manual camera footage requests.  The Company reserves the right to charge customers who break this fair use policy. 

4         Licence

4.1       In consideration of  the Customer purchasing subscriptions for the Services in accordance with a Services Order Form and complying with the terms of an Authorisation Agreement and the other terms of this Agreement, the Company hereby grants to the Customer a non-exclusive, non-transferable, revocable right and licence to use the Software and Equipment during the Term subject to and in accordance with this Agreement for the purpose of receiving the Services solely for the Customer’s internal business operations in the territory in which the Customer is located.

4.2       The Customer shall not, except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, republish, download display, transmit, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form or distribute all or any portion of the Software, Equipment and/or associated documentation in any form or media or by any means.

5         Proprietary and Intellectual Property Rights

5.1       The Customer acknowledges and agrees that the Company and/or its suppliers/licensors own all Intellectual Property rights and any other title or proprietary rights in the Services, including the Software and Equipment. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, any Intellectual Property rights, trade secrets, trade names or any other rights, title, interest or licenses in respect of the Services, including the Software and Equipment.

5.2       The Customer grants a licence (or shall procure that all relevant third parties grant all rights and licences) to the Company to allow it to use the Customer’s Intellectual Property rights as required to provide the Services.

6         Third Parties

6.1       The Customer acknowledges that the Services may enable it to access third-party websites   and  that it does so entirely at its own risk and that the Company shall have no obligation or liability to the Customer in that regard.

6.2       The Services may contain features designed to interoperate with third party applications. To   use such features, the Customer may be required to obtain access to such third party applications from their providers. If the provider of any such third party application ceases to make the third party application available for interoperation with the corresponding Services feature on reasonable terms, the Company may cease providing such Services feature without entitling the Customer to any refund, credit or other compensation.

6.3       This Agreement does not confer any rights on any entity (including any group company of the Customer) which is not a party hereto under the Contracts (Rights of Third Parties) Act 1999.

7         Equipment 

7.1       The Services Order Form shall specify whether the Equipment is being hired by or purchased by the Customer.

7.2       Where the Customer hires the Equipment for the Term (“Hired Equipment”), the Hired Equipment shall at all times remain the property of the Company, and the Customer shall have no right, title or interest in or to the Hired Equipment (save the right to possession and use of the Hired Equipment subject to the terms and conditions of this Agreement).

7.3       Where the Customer purchases and pays for the Equipment at the start of the Term (“Customer Owned Equipment”), title to the Customer Owned Equipment shall pass to the Customer upon receipt by the Company of the full invoice amount of the Price in accordance with clause 2 or on delivery, whichever is later. 

7.4       Risk of damage to or loss, theft or destruction of the Equipment shall pass to the Customer at the time of delivery.

7.5       The Customer acknowledges and accepts that any Equipment delivery times and dates are approximate only and are not “of the essence”. The Company shall not be liable for any loss or damage resulting from late delivery or installation howsoever caused.

7.6       The provision of Services as contemplated in these Terms requires the installation of Equipment into Customer vehicles. The Services Order Form shall specify whether the Equipment is being installed by the Customer or the Company.

7.7       Where the Company has agreed to install the Equipment as specified on the Services Order Form, the Customer shall use reasonable endeavours to schedule the installation of the Equipment within 14 days from the Effective Date, unless an alternate schedule is agreed upon in advance by both parties in writing. 

7.8       Should Customer not make vehicles available to the Company, its representatives or agents for installation of Equipment within 30 days from the Effective Date, the Company’s obligation to install such Equipment shall expire, and the Customer shall pay an additional installation fee of £100 per vehicle, in addition to all other fees due. The Company’s inability to install such Equipment in Customer vehicles due to unavailability of Customer vehicles shall not relieve Customer of its Subscription Fees pertaining to such vehicle(s).

7.9       Where it is agreed that the Customer shall install the Equipment, as specified on the Services Order Form, the Company shall deliver the Equipment to the Customer at the location specified in the Services Order Form and the installation of the Equipment shall be the sole responsibility of the Customer.  The Company shall not be liable for any damage or loss caused by any failure to install or any incorrect installation of the Equipment. Without affecting the Customer’s responsibilities, installation training may be provided by the Company to a person designated by the Customer if, in the Company’s sole opinion, such person has the necessary capabilities to perform such activities. The Company shall not be liable for any loss or damage caused by any such training or installation of the Equipment, which shall be the sole responsibility of the Customer. When undertaking installation, the Customer shall ensure compliance with all legal and regulatory requirements, including but not limited to health and safety.

7.10     The Company warrants that (i) any Hired Equipment supplied in connection with the Services will be free from defects for the duration of the Term and (ii) any Customer Owned Equipment supplied under this Agreement will be free from defects for a period of one year from the date of installation into the Customer vehicle (in each case, the “Warranty Period“). If the Equipment is defective within the relevant Warranty Period, the Company will (at the Company’s option) repair or replace them within a reasonable period using components or replacements in accordance with industry standards and practice. For the avoidance of doubt, the warranty in this clause 7.10 shall not apply to any Equipment used by the Customer after the expiry of the Warranty Period, including where the Customer is still using the Services and/or Software.

7.11     The above remedy shall be the Customer’s sole and exclusive remedy in respect of clause 7.10 and shall be in lieu of any other remedy available to the Customer at law or in equity in respect of any defective Equipment. The Company’s liability shall in any event be subject to clause 12. Under no circumstances shall the Company be responsible to the Customer or any third party for the loss of use of any vehicle during the Warranty Period.  

7.12     The warranty under clause 7.10 shall not apply if failure of the Equipment or part thereof is due to (i) damage caused by external force or accident, (ii) incorrect installation, misuse, modification or repair by any unauthorised third party or by the Customer, (iii) the connection of the Equipment to any third party products not provided by the Company, or (iv) any other breach by the Customer, its directors, officers, employees, agents, subcontractors of the Customer’s obligations in clause 8.4, in which case the Customer shall pay for the cost of repair or replacement and clause 8.4 (g) shall apply.

7.13     The Company:

(a)   does not warrant that the Customer’s use of the Services will be uninterrupted or error-free, nor that the Services and/or the information obtained by the Customer through the Services will be accurate or meet the Customer’s requirements;

(b)   is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities;

(c)    makes no warranties with respect to the content of any third party information which it makes available to the Customer in the course of providing the Services.

8         Customer Obligations

8.1       The Customer shall provide the Company with (i) all necessary co-operation in relation to this Agreement, (ii) all necessary and timely access to its premises and vehicles to enable the Company to comply with its obligations in relation to the replacement, installation, maintenance, upgrade and repair of the Equipment or any part thereof (including SIM cards), and (iii) access to all such information as may be reasonably requested by the Company in order to render the Services.

8.2       The Customer shall ensure that (i) only authorised users access the Services, (ii) usernames and passwords are protected from unauthorised use, (iii) it immediately notifies the Company in respect of any suspected or actual breach of security, and (iv) its network and systems comply with the relevant specifications provided by the Company from time to time.

8.3       The Customer acknowledges and agrees that although the Company’s Services involve maps, routing instructions and driving directions, the Company assumes no responsibility for the accuracy of this information. The Customer is responsible for checking directions for accuracy, confirming that the designated routes still exist, responding appropriately to construction and other road hazards and adhering to all traffic laws.

8.4       The Customer shall during the Term:

(a)   ensure that the Equipment is used properly, safely and only for the purposes for which it is designed;

(b)   ensure that the Equipment is operated in a proper manner in accordance with any operating instructions provided by the Company;

(c)    make no alteration to the Equipment or remove any existing component(s) from the Equipment, or allow any other person to do so, without the Company’s prior written consent;

(d)   not use the Equipment in conjunction with any other software, without the Company’s prior written consent;

(e)   not use the Equipment for any unlawful purpose;

(f)    in the case of Hired Equipment, be responsible for any damage caused to the Equipment apart from fair wear and tear;

(g)   in the case of Customer Owned Equipment, be responsible for any damage caused to the Equipment including from fair wear and tear;

(h)   notify the Company immediately if any Equipment is lost, stolen or damaged.  In such circumstances the Company will repair or replace the Equipment at the Customer’s cost (which the Customer shall pay on demand) and the Customer shall continue with this Agreement and any replacement Equipment will be the Company’s property in the case of Hired Equipment and will be the Customer’s property in the case of Customer Owned Equipment.  Pending replacement of the Equipment the Customer will remain liable to pay all Subscription Fees due under this Agreement; and

(i)    not transfer the benefit of this Agreement or do anything which affects the Company rights in the Equipment including without limitation allowing the creation of any mortgage, charge or lien in respect of the Equipment or otherwise usinFthirdg it as a security for a debt or any other obligation or selling, offering it for sale or disposing of it.

9         Vehicle Information

9.1       The Equipment and Services are designed to collect certain data and information from Customer’s vehicles, including, without limitation, data regarding the location of the vehicles, rate of travel, ignition on/off, idle time, number of stops and other similar information (collectively, “Vehicle Information“) which shall be and remain the property of the Customer and shall be processed by the Company as the “processor” of the Customer pursuant to the Data Processing Agreement. The collection, amalgamation, manipulation or recording of Vehicle Information by the Company as part of the Services may give rise to Intellectual Property rights including database rights, copyrights, rights in know-how and confidential information, design rights and other similar rights anywhere in the world (“Vehicle IP”). Customer acknowledges and agrees that as between Customer and the Company, all Vehicle IP, including all rights in and to such Vehicle IP are owned and shall at all times belong to the Company, and Customer hereby assigns for good and valuable consideration (the receipt of which is hereby acknowledged by Customer) any rights it may have in any current and future Vehicle IP. Customer has the right to use any Vehicle IP provided to Customer as part of the Services for its own internal business purposes. 

9.2       The Customer authorises the Company to anonymise all Vehicle Information to create de-personalised statistical data (“Statistical Data”). 

9.3       The Customer hereby grants the Company a non-exclusive, royalty-free, fully-paid, irrevocable worldwide right and licence to access, review, analyse, use, manipulate, copy and modify the Statistical Data for its own purposes, including but not limited to using the information to produce and distribute reports, analyses and data based upon the Statistical Data. However, except as regards such anonymisation and use of Statistical Data, the Company shall not use for its own purposes or disclose to any third parties any Vehicle Information that identifies specifically Customer or any of the drivers of Customer’s vehicles. It being understood, however, that the foregoing restriction shall not apply to disclosures of Vehicle Information that are (i) required by law or in response to a request from law enforcement authorities, (ii) made in connection with a court order or other similar demand, (iii) made in connection with a contemplated merger, acquisition or similar transaction, (iv) made to the Company’s affiliates or related companies, and/or (v) made to the Company’s service providers for delivering Services on behalf of the Company.

10       Indemnity

10.1     The Customer shall defend, indemnify and hold harmless the Company against any third party claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (i) any data inputted by the Customer to the Company’s systems, or (ii) the Customer’s breach of this Agreement.

11       Confidentiality

11.1     Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as may be required by law, court order or any governmental or regulatory authority or authorised by the disclosing party in advance in writing.

11.2     The provisions of clause 11.1 shall not apply to confidential information received by a party which: (i) that party can prove was known before receipt; (ii) is in or enters the public domain through no wrongful default by or on behalf of that party; or (iii) was received from a third party without obligations of confidence owed directly or indirectly to that party.

11.3     Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under this Agreement.

12       Liability

12.1     This clause sets out the entire liability of the Company however caused out of or in connection with this Agreement and/or the Services including (i) whether arising by reason of any misrepresentation (whether made prior to and/or in this Agreement) negligence, other tort, breach of statutory duty, repudiation, renunciation or other breach of contract, restitution or otherwise; (ii) whether arising under any indemnity; (iii) whether caused by any total or partial failure or delay in supply of the Services (including in relation to the delivery or non-delivery of the Equipment); and (iv) whether deliberate (but not in bad faith) or otherwise, however fundamental the result.

12.2     Except as expressly and specifically provided in this Agreement and subject to clause 12.3:

(a)   the Company shall have no liability for any damage caused by errors or omissions in any information or instructions provided to the Company by the Customer in connection with the Services, any actions taken by the Company at the Customer’s direction, any other failure or delay on the part of the Customer to perform its obligations under this Agreement;

(b)   the Company shall not be responsible for any loss of or damage arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Customer or its officers, employees, agents and contractors;

(c)    all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; 

(d)   the Services (including the Software and the Equipment) are provided to the Customer on an “as is” basis; and

(e)   the Company shall have no liability however caused whether suffered by the Customer or any third party for any:

1.     direct or indirect loss of or damage to:

(i)        profit;

(ii)        revenue;

(iii)       business;

(iv)       contracts;

(v)       opportunities;

(vi)       anticipated savings;

(vii)      data;

(viii)     goodwill;

(ix)       reputation;

(x)       use; 

(xi)       market;

(xii)      tangible property; or

2.     indirect, special or consequential loss or damage; and

(f)    the Company’s total aggregate liability for any claims arising out of or in connection with this Agreement and the Services, however caused, shall be limited in respect of all claims in aggregate to a sum equal to the total Subscription Fees paid or payable (exclusive of VAT) by the Customer.

12.3     The Company shall not be in breach of this Agreement and shall not be liable to the Customer in respect of any failure or delay by the Company to perform its obligations under this Agreement to the extent that such failure is a result of:

(a)   a failure or delay by the Customer in performing any of its obligations under this Agreement, including clause 8; 

(b)   any negligent, tortious or unlawful act of the Customer or its personnel; or

(c)    the Company complying with any instruction or request by the Customer.

12.4     Nothing in this Agreement excludes either party’s liability to the extent prohibited or limited by law and in particular nothing in this Agreement shall affect either party’s liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.

12.5     Each party acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

13       Term and Termination

13.1     This Agreement shall commence with effect from the Effective Date and shall (subject to earlier termination in accordance with the terms of this Agreement) continue until expiry of the Minimum Service Period and thereafter shall continue for successive 12 month periods (or such other period as the parties may agree, whether in writing or otherwise) (each such period being an “Extension Period”) unless and until terminated by either party giving to the other not less than ninety (90) days’ prior written notice of termination, such termination to take effect only on expiry of the Minimum Service Period or any Extension Period (“Term”). Unless otherwise specified in the Services Order Form, add-on features will run for the same term as the base vehicle tracking units to which the add-on features apply. 

13.2     Without prejudice to any other rights or remedies to which the Company may be entitled, the Company may terminate this Agreement without liability to the Customer by giving written notice to the Customer of immediate termination if the Customer:

(a)   has not paid any invoice issued to it by the Company by the due date for payment;

(b)   commits an irremediable material breach of any of the terms of this Agreement;

(c)    commits a material breach of this Agreement  which is capable of being remedied but has failed to remedy such breach within 10 business days of the Customer being notified in writing of the breach; or 

(d)   becomes the subject of a petition in insolvency or any other proceeding relating to insolvency, receivership, examinership or liquidation.

13.3     Without prejudice to any other rights or remedies to which the Customer may be entitled, the Customer may terminate this Agreement without liability to the Company if the Company:

(a)   commits an irremediable material breach of any of the terms of this Agreement;

(b)   commits a material breach of this Agreement  which is capable of being remedied but has failed to remedy such breach within 30 business days of the Company being notified in writing of the breach; or 

(c)    becomes the subject of a petition in insolvency or any other proceeding relating to insolvency, receivership, examinership or liquidation.

13.4     In the event of termination under clause 13.1, the Customer shall pay any unpaid fees covering the remainder of the Minimum Service Period under a Services Order Form.

13.5     On expiry or termination of this Agreement for any reason:

(a)   the Customer shall pay to the Company on demand (i) all Subscription Fees and other sums due but unpaid together with any interest accrued pursuant to clause 2.8 (b) and (ii) all costs and expenses incurred by the Company in recovering the Equipment;

(b)   where such termination occurs before the end of the Minimum Service Period, the Customer shall pay the full amount of any Buy Out Sum specified in the Services Order Form to the Company on demand;

(c)    the licence granted under clause 4.1 shall immediately terminate;

(d)   each party shall return and make no further use of any property, and other items and all copies of them belonging to the other party (in the case of the Customer, including the Software) and the Customer permits the Company to enter any premises or vehicles over which the Customer has control for the purposes of retrieval of such items belonging to the Company; and

(e)   the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced including clauses 9.3, 10, 11, 12, 13.4, 13.5, 13.6, 13.7, 13.9, 15, 16, 19.

13.6     Notwithstanding expiry or termination of this Agreement:

(a)   the Customer shall be entitled to continue to use the Vehicle IP in respect of, and only to the extent necessary for, the Customer’s use of the Vehicle Information; and

(b)   the Company shall be entitled to continue to use the Statistical Data subject to clause 9.3.

13.7     In relation to Hired Equipment, if this Agreement expires or is terminated by either party for any reason whatsoever, the Customer shall within 28 days of expiry or termination and at its own expense and risk return the hired equipment in good working order to Movolytics at the chosen address by the Company or have agreed and paid for one of the following options :

1 – Allow the Company to de install the hired equipment at a cost to the Customer of £70+VAT per unit

2 – Request the Company to over air deactivate the hired equipment at a cost to the Customer of £60+VAT per unit

13.8     Either (at the Company’s option) make available the vehicles for the Company to retake possession of any Hired Equipment or return the Hired Equipment to the Company to an address nominated by the Company within the United Kingdom in good condition (except fair wear and tear).  If the Customer does not do so, or if for any reason it is not otherwise possible or lawful for the Company to repossess the Hired Equipment within 28 days of expiry or termination, then at the Company’s option and without prejudice to any other rights or remedies of the Company:

(a)   the Company shall have the right to require the Customer (by notice in writing) to purchase the Hired Equipment from the Company.  The price payable by the Customer for the Hired Equipment shall be the cost to the Company of replacing the Hired Equipment with new equivalent equipment; or

(b)   the Customer shall pay the Company the Subscription Fees, at a rate equal to the last Subscription Fee paid under the contract, due in respect of each item of non-returned Hired Equipment for each month or part month after expiration of the 28-day period following termination or expiry during which the Hired Equipment is not returned as agreed damages.

13.9     The Customer shall pay on demand all costs incurred by the Company in the refurbishment of the Hired Equipment where this is required other than as a result of fair wear and tear.

13.10   In relation to Customer Owned Equipment, upon cancellation of the Services or expiry or termination of this Agreement by either party for any reason whatsoever, the Company will suspend the connectivity of any Customer Owned Equipment and the Services will no longer be available.   Any Customer Owned Equipment will remain the property of the Customer and the Customer will be responsible for its safe and lawful disposal. If the Customer uses the Customer Owned Equipment for any purpose after termination of the Services, the Customer will be fully responsible for such use including compliance with all relevant requirements under applicable law (including without limitation all data protection and privacy laws). 

14       Force Majeure

14.1     The Company shall not be liable in any way and its obligations shall be suspended for loss, damage or expense arising directly or indirectly if it is prevented    from or delayed in performing its obligations under this Agreement by any acts of God, war, riot, civil commotion, embargo, strikes, fire, theft, delay in delivery of services of sub-contractors or sub-suppliers, shortage of labour or materials, confiscation or any other unforeseen event (whether or not similar in nature to those specified) outside the reasonable control of the Company.

15       Assignment

15.1     The Customer shall not, without the prior written consent of the Company, assign, novate transfer, charge, mortgage, hold on trust for another, create a lien over, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. 

15.2     The Company may at any time assign, novate, transfer, charge, mortgage, hold on trust for another, create a lien over, sub-contract and/or deal in any other manner with all or any of its rights or obligations under this Agreement without needing to obtain consent from the Customer.

16       Notices

16.1     Any notice under this Agreement shall be in writing and signed by or on behalf of the party giving it. 

16.2     Any such notice may be served on any party by leaving it or by sending it by prepaid first class post or recorded delivery at or to the address of such party set out in the Services Order Form or any other address in England and Wales which it may notify in writing to the other (in the case of any notice to the Company marked for the attention of “the Directors”). 

16.3     Any notice shall be deemed to be received when left at the recipients address or, if sent by pre-paid first class post or recorded delivery, 48 hours from the date of posting. If such deemed receipt is not within business hours (being between 9.00 am and 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt), the notice is deemed to be received when business hours next commence.

17       Waivers and Remedies

17.1     Except as otherwise stated in this Agreement, the rights and remedies of each party under    this Agreement are in addition to and not exclusive of any other rights or remedies under this Agreement or the general law.  No waiver shall be effective unless in writing and signed by the relevant party or on his behalf by a duly authorised representative.  

17.2     Delay in exercising or partial exercise or non-exercise of any right or remedy under this Agreement is not a waiver of that or any other right or remedy and shall not preclude any further or other exercise of that right or any other right or remedy under this Agreement. Waiver of a breach of any term of this Agreement on one occasion shall not constitute a waiver of breach of any other term or any subsequent breach of that term.

18       Severance

18.1     If any provision or part of a provision in these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions of this agreement will remain in force and effect.

18.2     If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give the provision legal effect.

19       Governing Law and Jurisdiction

19.1     This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably agree that the English courts have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non- contractual disputes or claims.

Between:

THE SUPPLIER,

by the legal entity as specified in order confirmation or the signed customer agreement (the "Customer Contract"), acting as data processor

and

THE CUSTOMER,

by the person or legal entity as specified the Customer Contract, acting as data controller

the following agreement on the processing of personal data has been entered into ("Data Processor Agreement"):

1. Background and purpose

1.1. The Supplier and the Customer have entered into a Customer Contract. The Supplier’s provision of some or all services under the Customer Contract requires that the Supplier process personal data on behalf of the Customer. The Supplier is therefore regarded as a data processor and the Customer as a data controller in connection with processing of personal data.

1.2. This Data Processor Contract sets out the rights and obligations of the Supplier’s processing of personal data on behalf of the Customer pursuant to the Customer Contract, and applies to all processing of personal data the Supplier undertakes for the Customer upon performing the services. This Data Processor Agreement constitutes an integral part of the Customer Contract, including other contract documents. In case of any inconsistencies between the terms of this Data Processor Agreement and the General Terms and Conditions, the terms of this Data Processor Agreement shall prevail with regards to the processing of personal data.

1.3. The Data Processor Agreement shall ensure that personal data is processed in accordance with applicable national laws and EU or EU member state law for processing of personal data, including the General Data Protection Regulation (2016/679) of the European Parliament and of the Council (“GDPR”), hereinafter jointly referred to as the “Data Protection Legislation”.

1.4. Concepts and definitions used in this Data Processor Agreement shall be understood in the same way as in the Data Protection Legislation.

2. The Supplier’s obligations

2.1. The Supplier shall only process personal data on behalf of the Customer in accordance with documented instructions of the Customer.

2.2. The Supplier shall process personal data in the manner as described in this Data Processor Agreement, or as otherwise agreed in writing (including electronically) between the Supplier and the Customer.

2.3. Any supplementary instructions on the processing shall be submitted to the Supplier’s stated contact information.

2.4. Regardless of what is stated in clause 2.1 to 2.3, the Supplier shall process personal data as required by law. The Supplier shall notify the Customer if the Supplier is required by mandatory law to process personal data contrary to the Customer’s instructions, unless providing such notification is prohibited by law.

2.5. If the Supplier considers that an instruction from the Customer is in violation of the Data Protection Legislation, the Supplier shall immediately inform the Customer of its opinion. The Supplier undertakes to exercise its obligations under the Customer Contract and Data Processor Agreement despite its opinion.

2.6. The Supplier shall ensure that employees and subcontractors or other third parties authorised to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. This provision also applies after the termination of the Data Processor Agreement.

2.7. The Supplier shall implement appropriate technical and organisational measures required pursuant to Article 32 of the GDPR, including measures to ensure that data is available to the Customer, to prevent the loss or destruction of data, and prevent unauthorised access to data.

2.8. The Supplier shall keep an updated list of all sub-processors and ensure that any sub-processors processing personal data on behalf of the Customer have entered into a binding agreement with the Supplier pursuant to Article 28 (2) and (4) of the GDPR.

2.9. The Supplier shall, by means of appropriate technical and organisational measures, bearing in mind the nature of processing and to the extent possible, assist the Customer in responding to requests submitted by data subjects seeking to exercise their rights pursuant to Chapter III of the GDPR.

2.10. The Supplier shall assist the Customer in fulfilling the duties pursuant to Articles 32 to 36 of the GDPR.

2.11. The Supplier shall keep a record of processing activities performed on behalf of the Customer, which shall contain at least the information provided pursuant to the GDPR Article 30 (2). 

3. The Customer’s obligations

3.1. The Customer is responsible for ensuring that the processing of personal data complies with the requirements set out in the Data Protection Legislation, hereunder ensuring that the processing of personal data, which the Supplier is instructed to perform, has a legal basis.

3.2. The Customer has the right and obligation to determine the purpose and means of the processing.

3.3. The Customer might provide the Supplier with documented instructions on how the personal data should be processed, and hereby instructs the Supplier to process personal data to the extent and in the manner in which such processing is required to provide the services under the Customer Contract and as described in section 8.

3.4. The Customer may give other additional instructions as long as such additional instructions are, taking into account the nature of and the Supplier’s obligations under the Customer Contract, relevant for the provision of the services under the Customer Contract. 

4. Use of sub-processors and transfer of data outside the EEA

4.1. The Supplier has the right to use the current sub-processors which appears on the list found here: https://www.abax.com/terms-and-conditions. The Supplier use few sub-processors outside the European Economic Area (EEA) where European Standard Contract Clauses (SCCs) are used as a basis for transfer.

4.2. The Customer hereby grants a general authorisation for the Supplier to use sub-processors to process personal data to fulfil the contractual obligations under the Customer Contract.

4.3. The same data protection obligations as set out in this Data Processor Agreement shall be imposed on the sub-processor, in particular concerning guarantees to implement appropriate technical and organisational measures. If a sub-processor does not fulfil its data protection obligations, the Supplier shall remain fully liable to the Customer as regards the fulfilment of the obligations of the sub-processor. This does not affect the rights of the data subjects under the GDPR.

4.4. The Supplier shall inform the Customer in writing before replacing or adding new sub-processors, no less than 30 days prior to the intended change, thereby giving the Customer the opportunity to object to such changes.

4.5. The Customer may not reject a new sub-processor without a legitimate reason. Any rejection based on well-founded suspicion that the level of data protection may be degraded as a result of the change of sub-processor shall be regarded as a legitimate reason.

4.6. If the Customer wishes to object to the engagement of the new sub-processor and has legitimate reasons based on privacy to do so, the Customer may, within 14 days of receiving the Supplier’s written notification, serve the Supplier a written objection detailing such legitimate reasons. If the Customer does not serve such objection notice within the stipulated timeframe, the Customer is deemed to have accepted the use of the new sub-contractor.

4.7. If the Supplier insists on using the new sub-processor even though the Customer has provided an objection with legitimate reasons based on privacy  as described above, the Customer shall, as its sole remedy, have the right to terminate the part of the Customer Contract affected by the change. To terminate part of the Customer Contract, the Customer shall serve the Supplier a written termination notice stating the date the termination shall take effect, which shall be no later than the last day of the 30-day period as set out in clause 4.4. If the Supplier has not received such termination notice two days before the end of the 30-day period, the Customer’s right to termination under this section 4.7 expires.

4.8. If it is critical to replace or add a new sub-processor in order to fulfil the services under the Customer Contract, the Supplier may, notwithstanding the above, implement the change immediately after the Customer has been notified.

4.9. The Supplier is entitled to process personal data outside the EEA to the extent the processing is carried out by sub-processors at any time included on the list of sub-processors outside the EEA. Any additional transfers of personal data to a country outside the EEA will not be carried out without documented instructions from the Customer. 

5. Security Measures

5.1. The Supplier shall fulfil the requirements for security measures imposed under the Data Protection Legislation and shall be able to document procedures and other measures to meet these requirements.

5.2.

• The Supplier complies with information security management system standard ISO 27001:2017.

• All Customer data is encrypted both in transit and “at rest”.

• The Supplier utilise network segmentation in all our production environments.

• All Supplier infrastructure is kept up to date with the latest security patches released by our vendors.

• The Supplier uses the principle of least privilege (PoLP) to control access to systems and data to ensure proper access control.

5.3. The Supplier has 24/7 on-call staff to handle unplanned events and incidents. The Supplier ensures redundancy in all infrastructure and systems by using vendors that deliverers industry-standard solutions with a high degree of availability.

6. Audits

6.1. The Supplier shall make available to the Customer all information necessary to demonstrate compliance with Article 28 of the GDPR and fulfilment of the obligations outllined in this Data Processor Agreement, as well as facilitate and contribute to audits, including onsite inspections, conducted by the Customer or another auditor mandated by the Customer. The other auditor shall not be a competitor of the Supplier.

6.2. The Customer may require audits once per year. In case of special circumstances that motivate an additional audit, such as a personal data breach or the Customer having reasons to believe that the Supplier is in breach of this Data Processor Agreement, the Customer may carry out an additional audit.

6.3. The Customer shall provide no less than two weeks written notice of the proposed audit, and the audit shall be carried out in a manner that minimises interference with the Supplier’s day-to-day business activities. The findings of the audit shall be treated as confidential and shall be discussed and evaluated by both parties.

6.4. The Customer shall bear all costs and fees related to such audit. If the Supplier is rendering any support or services related to the audit, then the Supplier is entitled to issue an invoice for hourly time 200 EUR for all actual costs and fees.

6.5. Notwithstanding the above mentioned, the Customer or inspector will not be allowed access to server rooms and other information and location to the extent this could potentially pose a risk to the Supplier’s security level or confidential information. The Supplier alone assesses this risk.

7. Notification routines

7.1. If the Supplier becomes aware of a personal data breach, the Supplier shall notify the Customer without undue delay.

7.2. The notification shall at least describe:

1. The nature of the personal data breach, including where possible, the categories and approximate number of data subjects concerned, and the categories and approximate number of personal data records concerned,

2. The name and contact details of the data protection officer or another contact point where more information can be obtained,

3. The likely consequences of the personal data breach,

4. The measures taken or proposed to be taken to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.

7.3. If the Supplier is unable to provide all the information above at the first notice, the information may be provided gradually without undue delay.

7.4. The Customer shall ensure that an incident report is sent to the relevant Data Protection Authority in accordance with Article 33 of the GDPR, whereas the Supplier may not send such notice or contact the supervisory authority without the Customer's instructions. 

8. Scope of the processing

8.1. The scope of the processing will depend on which services are included in the Customer Contract, and of the instructions given by the Customer and the adjustments made by the Customer in the user interface.

8.2. Hereby follows a description of the scope of the processing, describing inter alia the type of personal data that may be processed upon providing the services:

The purpose of the processing

The Supplier shall process personal data to provide the services specified in the Customer Contract.

The duration of the processing

The processing shall last for as long as the Supplier provides services to the Customer under the Customer Contract.

The nature of the processing

The Supplier shall collect, store and make data available for the Customer and users via a graphical user interface to provide the services specified in the Customer Contract. The Supplier may also transfer data to third parties at the Customer’s request.

The Supplier shall make data available for its affiliated company’s technical and support personnel to provide support under the Customer Contract, and collect data on how the Suppliers services are used and collected.

The type of personal data to be processed

Depending on services included in the Customer Contract and the instructions and amendments made by the Customer, the Supplier might process the following data that can be considered personal:

Information about users, optionally provided by the Customer, such as Name, Address, Mobile, E-mail, Job title, Employee number, Tax zone, Bank account number, Department.

Information about vehicles, optionally provided by the Customer, such as Registration number, Make, Model, First-time registered date, Emissions data, Vehicle group, Colour, Vehicle name, Vehicle type, Fuel type, Vehicle category, Assigned driver, Initial and corrected mileage readings, Leasing details (Leasing company, Contract number, Contract start date, Mileage limit, Leasing agreement duration, Mileage reading at the start of the leasing period), Insurance details (Insurance company, Contract number, Contract start date, Mileage limit, Insurance agreement duration, Mileage reading at the start of the insurance), Servicing details (Date of last service, Mileage at last service, Service interval by distance driven, Service interval by time, E-mail address on who to notify and who has been notified).

Information about equipment, optionally provided by the Customer, such as Make, Model, Name, Serial nr, Registration number, Department, Tags, Operating hours at last service, Service intervals, Inspection details (Last inspection date, Inspection interval, Inspection notes), E-mail address on who to notify and who has been notified).

Data provided by hardware or created from hardware data, such as Location, Engine on and off, Trip start and stop location, Trip start and stop address, Trip start and stop date and time, Current speed, Current direction, Raw Accelerometer data to build driving behaviour score and detect driving events (Rapid acceleration, Hard breaking, Harsh turning, Idling), data per 1 HZ to build risk profile for improved and reduced ownership costs including for insurance, leasing and vehicle maintenance costs, hardware diagnostic such as GPS satellites in view, installation angle, Operating hours.

User profile information such as Username, Password, E-mail, Mobile number, and language preference.

Logging of software usage such as what the user clicks on, sequence of clicks, statistics, traffic sources and analysis data including masked IP address. 

The categories of data subjects

Customers, Customers’ employees, or others using the vehicle or equipment.

8.3. The Customer may however instruct the Supplier on the processing, which may cause the processing to deviate from what is described above. The Customer may also add information and make a change in the user interface, including changes of settings, which may cause the processing to deviate from the description above.

8.4. Unless otherwise is agreed, the Supplier has the right to receive a reasonable payment if the Customer gives instructions that do not lie within the service and requires changes or adjustments, with remuneration based on the Supplier’s hourly rate of 200 EUR. The Supplier may also refuse the instruction if it exceeds the service and cannot be met by simple means. 

9. Liability

9.1. Each party is responsible for covering administrative fines and other sanctions imposed as a result of breaches of the Data Protection Legislation. If a party has been held liable for damages under Article 82 of the GDPR for a matter for which the other party is responsible, the party responsible shall cover the cost  of damages. The limitation of liability set out in the General Terms and Conditions shall apply to liability according to Article 82 of the GDPR.

10. Term and termination

10.1. This Data Processor Agreement enters into force by the Customers electronical signature and remains in force for as long as the Supplier processes personal information on behalf of the Customer according to the Customer Contract.

10.2. If the Customer Contract is terminated, this Data Processor Agreement will automatically be terminated when the processing has ended after deletion (including backup).

10.3. In the event of a breach of this Data Processor Agreement or the Data Protection Legislation, the Customer may instruct the Supplier to stop further processing of the data with immediate effect.

11. Duties upon termination and cancellation

11.1. Upon termination of the Customer Contract, the Supplier shall at the choice of the Customer either permanently delete or return all personal data received on behalf of the Customer.

11.2. The Customer may require that the Supplier delete all personal data processed under this agreement. The deletion shall be carried out no later than 60 days after the agreement is terminated.

11.3. Should the Customer not request return or deletion in accordance with the previous paragraph, the Supplier shall nevertheless delete personal data received on behalf of the Customer no later than 60 days after the Customer Contract is terminated, unless the Supplier has another legal basis for storing the data, such as having a legal obligation to do so or a separate agreement with Customer on further data storage.

11.4. The Supplier's obligation to delete personal data does not apply if the information is anonymized (and thus no longer constitutes personal data) or the Supplier has a legal basis for refraining from deleting, e.g. to defend a legal claim.

11.5. Backup copies that contain personal data will be deleted in accordance with the Supplier’s routines for deletion of backups. If the Customer requires the backup copies to be deleted outside the regular routines, the Supplier will do this as a paid service, with remuneration based on the Supplier’s hourly rates.

12. Miscellaneous

12.1. This Data Processor Agreement forms an integral part of the Customer Contract, including other contract documents, such as the General Terms and Conditions. Provisions laid down in the above-mentioned documents apply, including but not limited to the contact information, limitation of liability and law and legal venue.

12.2. Upon transfer of the Customer Contract to other parties, the Data Processor Agreement shall be transferred accordingly.

12.3. The Supplier is entitled to do necessary changes in this Data Processor Agreement. The Supplier shall send a written notice (also electronically) to the Customer. The Customer has the right to oppose major changes in writing within 30 days provided that the Customer has a just and factual objection.

1. Introduction

The ABAX Group is committed to the protection of personal data. The services we offer to our customers are developed baased on privacy by design, meaning that privacy is encompassed in the entire design of the system which enables us to process data in a safe manner. For instance, users may have access to data that is not visible to the administrator, e.g., private trips.

ABAX Group includes the parent company, ABAX AS, and its subsidiaries. All references to “we”, “us” and “our” refer to the companies within the ABAX Group.

This privacy policy describes the information we may collect and process about you if you are a customer or affiliated with one of our customers, if you are a user of our services, if you are a partner or supplier, if you have subscribed to our newsletter or requested information from us, if you have visited our website or applied for a position within the ABAX Group. All of the above are collectively referred to as the “Data Subjects”.

2. The data we collect

2.1 Customer data

When you enter into a customer contract with us, we may collect the following data about you:

• The customer’s name and business register number

• Phone number, e-mail address and postal address to the customer

• Information on customer’s contact person(s) (name, e-mail and phone number)

• Information on customer’s administrator user(s) (name, e-mail address and phone number)

• Payment details

This information is collected to fulfil the contract with the customer and is stored throughout the contract period in order for us to manage the customer relationship and to provide support services.

We may retain some information beyond the contract period for the following reasons:

• Accounting; as we may, under national law, be obliged to keep accounts for a given number of years.

• Claim outstanding debts; if you still owe us money after the subscription period has expired.

• Defend legal claims, if there is a dispute regarding the terms of the customer contract.

2.2 Data related to the use of our services

Upon providing our services the customer can connect, track, and monitor assets from one interface. The processing of personal data is required in order to provide our services, whereupon we do only process personal data on behalf of the customer and in accordance with the customer’s instructions. Our customers are in control of the data we process on their behalf, and on this basis, we have the role of a data processor, and the customer is the data controller.

The data we process will depend on which services are included in the customer contract, and the instructions given by the customer and the adjustments made by the customer and end-user in the user interface.

Upon providing our services we may process the following personal data:

The type of personal data to be processed

Depending on services included in the Customer Contract, the Supplier might process the following data that can be considered personal:

Information about users, optionally provided by the Customer, such as Name, Address, Mobile, E-mail, Job title, Employee number, Tax zone, Bank account number, Department.

Information about vehicles, optionally provided by the Customer, such as Registration number, Make, Model, First-time registered date, Emissions data, Vehicle group, Colour, Vehicle name, Vehicle type, Fuel type, Vehicle category, Assigned driver, Initial and corrected mileage readings, Leasing details (Leasing company, Contract number, Contract start date, Mileage limit, Leasing agreement duration, Mileage reading at the start of the leasing period), Insurance details (Insurance company, Contract number, Contract start date, Mileage limit, Insurance agreement duration, Mileage reading at the start of the insurance), Servicing details (Date of last service, Mileage at last service, Service interval by distance driven, Service interval by time, E-mail address on who to notify and who has been notified)

Information about equipment, optionally provided by the Customer, such as Make, Model, Name, Serial nr, Registration number, Department, Tags, Operating hours at last service, Service intervals, Inspection details (Last inspection date, Inspection interval, Inspection notes), E-mail address on who to notify and who has been notified)

Data provided by hardware or created from hardware data, such as Location, Engine on and off, Trip start and stop location, Trip start and stop address, Trip start and stop date and time, Current speed, Current direction, Raw Accelerometer data to build driving behaviour score and detect driving events (Rapid acceleration, Hard breaking, Harsh turning, Idling), Hardware diagnostic such as GPS satellites in view, installation angle, Operating hours

User profile information such as Username, Password, E-mail, Mobile number, and language preference.

Logging of software usage such as what the user clicks on, sequence of clicks, statistics and analysis data including IP address.

The categories of data subjects

Customers, Customers’ employees, or others using our services.

We store the data for as long as the customer instructs us to, or until the customer fully terminates. The customer solely decides how long it is necessary to keep the data, and our liability is limited to complying with the customer’s instructions.

The customer’s administrator and a user may request for deletion of data, where the customer is the Data Controller, in the user interface and may also request for additional deletion by contacting our Group Data Protection Officer in cases where ABAX is Data Controller.

2.3 Partners and suppliers

We process personal data about partners and suppliers for the purposes of fulfilling the contract. The personal information being processed are names, phone numbers, addresses, e-mail addresses and invoice information.

This information will be stored during the contract period. Moreover, in order to facilitate potential future contact and cooperation, we retain records of current, previous and potential partners and suppliers for 5 years, on the basis of legitimate interest. We will however delete all data upon request.

2.4 Newsletter subscribers and information requests

If you contact us or subscribe to our newsletter, we will collect the following data:

1. Newsletter: E-mail address, name and role, in order to send newsletters

2. Contact by e-mail: E-mail address and the e-mail correspondence, in order to reply to your request

3. Contact by phone: Phone number, name and a summary of the corresponding in writing, in order to reply to your request. We also record phone calls for security and training purposes, on incoming calls based on active consent from the incoming caller.

 We need your consent in order to sign you up for our newsletters. You can withdraw your consent at any time, in which case we will delete your e-mail from the e-mail list and stop sending you newsletters.

If you are a customer, we reserve the right to keep the e-mail and phone correspondence as long as you are an active customer in order to provide the best customer care possible, and for one year following the end of the customer relationship in case there is a need for further contact. In addition, the information may also be retained for handling complaints and for the purposes of handling an ongoing legal claim. You can send us a request to delete all correspondence. We will then process your request. If we decide to keep your data, we will inform you of the reasoning behind such decision without undue delay.

All customers of the ABAX Group will receive transactional emails, also if unsubscribed to our newsletters. A transactional email can be a notification of a privacy breach, change in terms and conditions and similar information. This is information ABAX by law need to inform existing customers about.

2.5 Website visitors

Cookies are small text files that are stored on your computer, phone, tablet, or any other device you may use to access our website. We use cookies on our websites delivered by Google Analytics, HubSpot, Hotjar, Lead Forensics and similar tools to analyse how you use our website (which pages you visit, what links you click on and the time and duration of your visit). In addition, we use cookies from Google Ads, Facebook and other advertisement providers in order measure the effects of our marketing efforts. Finally, we use cookies from providers such as HubSpot, HeyFlow and ITX Services for enabling the use of chat tools.

Cookies are set to expire no later than one year after you last visited the website. You may delete all our cookies in the “Settings” menu of your browser. Our cookies may also be disabled by visiting the following link: https://tools.google.com/dlpage/gaoptout.  

We collect and store information provided by you when you submit any of our lead forms. Such data will be stored for a period of up to three years. You may at any time request your information to be deleted. 

2.6 Recruitment

If you apply for a position within the ABAX Group we will collect and process your application, CV, certificates, and references as well as personal details such as name, e-mail address and phone number. The basis of our processing of this personal data is your consent which is freely given by you during the application process. We will keep such data for 12 months following the end of the recruitment process to consider you for upcoming positions. You can withdraw your consent at any time.

3. Security measures

We have implemented a number of security measures to be able to process data in a safe manner (which protects your personal data from loss and unauthorised access, copying, use, modification or disclosure), such as:

• We comply with information security management system standard ISO 27001:2017.

• Customer data is encrypted both in transit and “at rest”.

• We utilise network segmentation in all our production environments.

• All infrastructure is kept up to date with the latest security patches released by our vendors.

• We use a widely used method of access control called the principle of least privilege (PoLP) to ensure that our infrastructure stays secure.

You can find more detailed information on the security measures here: https://www.abax.com/uk/privacy

4. Recipients of personal data and the use of sub-processors

We will not disclose your personal information to third parties unless it is required or permitted under the applicable privacy legislation, e.g., we are instructed to do so by the customer or by using an approved sub-processor.

When we share personal data with a sub-processor, we require that the sub-processor enters into a data processor agreement with us in compliance with the General Data Protection Regulation (GDPR). Current sub-processors appear on the list found here: https://www.abax.com/terms-and-conditions. We use a few sub-processors outside the European Economic Area (EEA) where European Standard Contract Clauses (SCCs) are used as a basis for transfer.

5. Your rights as a data subject

5.1 Right to access, correction, deletion, and portability

As a data subject, you may request:

• access to all personal data we have stored about you,

• correction of any errors in the personal data we have stored about you,

• deletion of your personal data, and

• receipt of your personal data and transfer to another controller (data portability)

Your right to access the personal data is not absolute, as law or regulations may allow or require us to refuse to provide some of the personal data.

To provide the best service, it is important that the personal data in our records is correct. Please keep us informed if your personal data happens to change or for other reasons is incorrect.

The right to deletion is not absolute, as law or regulations may allow or require us to refuse to delete some of the personal data. For example, instead of deletion of personal data, we may make the data anonymous so it cannot be associated with or tracked back to you.

If the processing is based on legitimate interest, you may in addition object to the processing and request for restriction of the processing.

5.2 Where to file a request

Both the customer and the customer’s employees (or other users of our services) may exercise the above-mentioned rights by logging in to the user interface, where you will find most of the data we have stored about you and have the ability to make corrections and request deletion.

 As we process data on behalf of our customer upon performing our services, any request on extended access, corrections or deletion, which cannot be made in the user interface, must be submitted to us by our customer. If you use our services on the basis of an employment or other affiliation with our customer, you must contact the relevant person in the company, who can make the necessary decisions, including submitting a request to us. 

To exercise the above-mentioned rights related to personal data, which is not stored in the user interface, please contact our Group Data Protection Officer, see section 7. We will take the necessary steps to confirm the data subject’s identity before providing any information regarding personal data.

6. Changes to our privacy policy

We may update this privacy policy from time to time. This is at all times applicable and an updated privacy policy is available at https://www.abax.com/terms-and-conditions

7. Data Protection Officer

If you have any inquiries regarding this privacy policy, concerns regarding how we manage your personal data or wish to file a complaint, please contact our Group Data Protection Officer at dpo@abax.no.

8. Complaints

If you have any concerns about how we process your personal data, you are welcome to file a complaint to the relevant data protection authority in your country. In addition, you can file a complaint with ABAX Group at https://www.abax.com/uk/complaints

As a result of the recent Court of Justice of the European Union ruling on data transfers, invalidating the Privacy Shield, ABAX will be moving to Standard Contractual Clauses (SCCs) for transfers of online advertising and measurement personal data out of the EU/EEA.

Any questions regarding this? Please get in touch with our Data Protection Officer, on dpo@abax.no 

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