General Terms and Conditions of Sale of Securysat

1. Introductory provisions

1.1. Scope of application

These General Terms and Conditions (the “General Terms and Conditions”) govern the contractual relationship between VIASAT CONNECT S.A., company number BE 0426.340.140, Place Communale d’Auderghem 8, B-1160 Brussels (hereinafter the “Company” or “VIASAT CONNECT”) and any professional person who places an order for Products and/or Services of the SECURYSAT solution (hereinafter the “Customer” or “User”). Where applicable, these General Terms and Conditions may be supplemented by special written conditions. The Customer accepts these General Terms and Conditions without reservation and is deemed to have read them, by the mere fact of placing an Order. These General Terms and Conditions are the only ones applicable and replace all other conditions, unless VIASAT CONNECT expressly waives them in writing beforehand. Consequently, these General Terms and Conditions take precedence over any provisions to the contrary made by the Customer, with the sole exception of those accepted in writing by the general management of VIASAT CONNECT. Prior to placing an order, the Customer shall obtain all necessary advice and shall ensure that the Software, Hardware and/or Services it intends to order correspond to its needs and intended use. The Company assumes no responsibility for any error in the Customer’s choice or assessment and/or the suitability of the Software, Hardware and/or Services for the purpose(s) pursued by the Customer. Depending on the Customer’s order, the provisions of the Agreement cover the right to use the Software, the provision of Hardware related to the use of the Software and/or the Services provided by the Company. The headings and subdivision herein are purely indicative.

1.2. Modifications

VIASAT CONNECT naturally reserves the right to modify the general terms and conditions applicable to the supply of its Products and Services at any time. In this event, VIASAT CONNECT will communicate the amended version to the Customer on a durable medium for his reading and acceptance. The amended version will apply to the Services as from its acceptance by the Customer.

1.3. Definitions

For the purposes of these Terms and Conditions, the following definitions shall apply:

Order form : the form proposed by VIASAT CONNECT by which the Customer places his Order, by any means and written medium specified by the Company.
Customer : the client indicated in the Order Form as the co-contractor of VIASAT CONNECT as the beneficiary of the Services.
Agreement : the contract between VIASAT CONNECT and the Customer, which is composed as follows, in descending hierarchical order:

The Order Form,
Any Special Conditions relating to a specific Product or Service,
The General Terms and Conditions (including its Appendices); Working day: the days of the week, with the exception of Saturdays, Sundays and Belgian public holidays.

All technical data relating to the Customer’s fleet of vehicles that the Hardware would be able to retrieve (battery voltage, fuel level, diagnostic data, engine temperature, consumption, DTC, engine revs, accelerator pedal, engine load etc.),
Information on the business travel of the Customer’s staff, including travel times, addresses visited, kilometers travelled, speed and geolocation data and data relating to the associated vehicle or Personal Tracker.
Optional:
- Identification of the driver with a badge: first name and surname, date and time of clocking in and out, geolocation, vehicle used, driver or passenger status, INSS or LIMOSA number
- Personal Tracker IConnect: fall alert, non-movement alert, date and time of start and end of clocking in and out, physical pass point traceability via BLE tag
- SOS button: date and time the button is pressed, name and surname of the person associated with the vehicle, geolocation
- Eco-driving module: acceleration, braking and turning data from a programmed threshold, engine on time, engine speed overrun, eco drive rating per journey, per day or period
- Fuel management module: fuel level, cumulative consumption in L, detection of rapid fuel loss, detection of full tanks, cross-referencing with fuel card data.
- Working time and performance management module: first name and surname, date and time of clocking in and out, geolocation, vehicle used, daily working time calculated according to algorithm (rounding, break times, home/work journey), unavailability or absence time
- Temperature management module: temperature of the fridge compartments
- Tachograph management module (real time): insertion/removal of driver card, driver status, driving time, rest time, work time, availability, service time, daily range
- Tachograph management module (Download legal files): saving of V1B and C1B files, date and time of infringements, speed record, recording of all driver and crew activities (driving time, rest, work, availability,…)
- Logbook module and mobile application: user identification, modification of the status of a driver’s trips (private, business)
- Mobile worker application: user identification, date and geolocation of clocking in and out on a vehicle or site, RFID badge reading, Limosa, constructor for recording working hours, association of user with asset movement.
- Mission management: association of a mission with a staff member, start and end date of a mission, travels made during the mission, alerts triggered during the mission.

Publisher : the Company and/or its successor(s) as publisher or producer of the Software.
Software : the software as a service (SaaS) belonging to the Company as designated in the Order Form through which the Services are accessible.
Hardware : the equipment purchased, rented or made available under the contract, allowing the field data to be obtained and transmitted to the central server by any means.
Third Party : an external party who is not directly controlled by the Company but who is engaged by the Company to provide services or products related to the Hardware, Software or Services.
Services : all the services and functionalities of the SECURYSAT range offered by VIASAT CONNECT and subscribed by the Customer, including in particular, but not limited to, the Complementary Services and the Platform Services.
Complementary Services : the various and varied services provided by VIASAT CONNECT, in addition to the Platform Services, such as project consultancy, maintenance of the Software Platforms, training, remote support, etc.
Platform Services : the services provided by VIASAT CONNECT to the Customer, remotely via the Internet, through the Software Platforms, including in particular the functions of collecting, storing, processing and retrieving Field Data, etc.
User : a person authorised by the Customer to access and use the services.

1.4. Order

All orders placed by the customer are binding on the customer once the company has accepted the order form.. The Customer’s employees, commercial representatives or intermediaries are irrevocably presumed to have the powers required to commit the Customer. Any order for which the invoice is sent to a third party to the Customer, makes the Customer and the third party jointly and severally liable for the performance of all obligations.

The Customer acknowledges and accepts that the Company’s employees, sales representatives, agents and intermediaries have no authority to bind the Company. Only written ratification by a duly authorised director or manager or, where applicable, the start of delivery or service by the Company shall constitute valid acceptance of the Purchase Order.

2. Conditions of use of the software

2.1. Subject

When using all or part of the Services via the Software, the User undertakes to comply with the terms of the Agreement. VIASAT CONNECT grants the Customer a non-exclusive and non-transferable right to use the Service provided by VIASAT CONNECT as described in the Agreement.

2.2. Subscription

The fee for the use of the Software is payable on a monthly, quarterly or annual basis, as indicated in the Agreement. The subscription starts at the time indicated in the Order Form.

2.3. Duration and cancellation

This Agreement takes effect from the first activation of the service and is executed for the initial, firm and irrevocable term mentioned in the Purchase Order.

At the end of the initial term, the Agreement will be automatically renewed, under the same financial conditions, for periods of 12 (twelve) months each.

The Customer may cancel the Agreement and all associated Services by any means having evidential value, by giving at least 3 (three) months’ notice before the expiry of the initial term or the tacit renewal.

The Publisher may cancel the Agreement without prior notice or judicial intervention, if it finds that the Customer or the User has carried out operations that violate articles 2.4, 2.5 and/or 2.6 above, without prejudice to the Publisher’s right to claim damages. The right of use shall automatically expire upon termination of the Agreement for any reason whatsoever. Neither the Customer nor the User shall be entitled to claim any compensation from the Publisher for the termination of this Agreement for any reason whatsoever.

2.4. Ownership of rights

Unless explicitly stated otherwise in the Agreement, the Publisher remains the owner of all property and/or use rights in the broadest sense, related to the Software and any existing copies, including those arising from the copyright on the Software and the sui generis right attributed to the database producer. The Publisher authorises the User to use the Software only in accordance with the terms of the Agreement and for the duration of the Agreement. Any rights not specifically granted by the Agreement are reserved to the Publisher. However, the User is authorised (a) to make one copy of the Software for backup and archiving purposes only or (b) to transfer the Software onto a single medium, provided that the original is retained only for backup or archiving purposes. The User is prohibited from copying the Software manual(s), as well as the printed materials accompanying the Software, except for personal and limited use.

The User only becomes the owner of the data carrier, if any, without acquiring any ownership rights to the Software.

2.5. Prohibitions and responsibilities of the client and the user

The Customer and the User are strictly prohibited from selling, renting, lending or making available to third parties, including the Company’s competitors, in any way whatsoever (e.g. electronically, through online services or by online transmission), the Software, whether or not in return for payment or free of charge, whether or not for profit, and/or from contributing to such actions. Reverse engineering, disassembly, decompilation or any similar technique is expressly prohibited. In no event shall the Company and/or its suppliers be liable for any loss or damage caused by any act of reverse engineering, disassembly, decompilation or similar techniques.

2.6. Personal nature of the user licence

The rights and obligations of the User under this Agreement are not transferable.

2.7. Liability of the publisher

The Publisher shall not be liable (whether in contract, tort or otherwise):

For any inability to use the equipment or services or third party software or to access data, loss or corruption of data, loss of business, profits, turnover or anticipated savings, interruption of work (whether such damages are direct or indirect);
For any indirect, incidental or consequential damages or losses whatsoever arising out of the use of or inability to use the Software, including in cases where the Publisher has been advised of the possibility of such damages or losses. The Publisher is not responsible for the installation of the Software.

2.8. Limited warranty

The Publisher does not guarantee error-free operation of the Software. The Customer and Users are advised that calculation errors may occur in the use of the Software, e.g. due to local conditions and/or incomplete or unaccounted for data, or due to the use of third party services or products. Any defects not known to the Company that may affect third-party software are not covered by the warranty. The Customer undertakes to maintain the Software delivered at the best revision level, the cost of acquiring new versions being at its expense unless otherwise provided.

To the maximum extent permitted by applicable law and with the exception of defects that make the use of the Software impossible, the Publisher offers the Software AS IS WITH ALL ITS DEFECTS and hereby disclaims any other express, implied or statutory warranties or conditions, including, without limitation, the (possible) implied warranties, obligations or conditions of satisfactory quality, use for a particular purpose, reliability or availability, accuracy or completeness of answers, results, professional efforts, freedom from viruses and freedom from negligence for the Software, and the provision or failure to provide support or other services, information, software and content associated with, or resulting from the use of the Software. The Software is not covered by any warranty or condition of quiet enjoyment, quiet possession, or exclusivity with respect to a Customer.

2.9. Permanent cessation of operations

Neither the Customer nor the User may claim any compensation from the Publisher for temporary or permanent cessation, for whatever reason, of the operation of the Software.

3. Supply of equipment

3.1. Delivery, risks and removal of the hardware

3.1.1. Common provisions

The Company is only obliged to deliver the Hardware explicitly specified in the Agreement.

Unless expressly agreed otherwise in writing, delivery times are given as an indication only. A delay in delivery or service shall not give rise to the cancellation of an order or to compensation, unless the Company is at fault. The Company reserves the right to make partial deliveries. Under no circumstances may such partial deliveries justify the refusal to pay for the products delivered. When circumstances make it impossible to carry out the delivery – in particular in all cases of force majeure such as strikes, lock-outs, accidents, bad weather, blockades, import or export bans, cessation of production or delivery by the manufacturer, and any other event recognised by Belgian jurisprudence as force majeure – the Company reserves the right to offer the goods to the customer at the time of delivery, the Company reserves the right to propose to the Customer the delivery of products equivalent to the Hardware ordered or to terminate its commitments to the Customer if the impossibility of delivering the Hardware is prolonged beyond a period of one month or if the Customer refuses the equivalent products proposed by the Company, all without compensation.

Unless expressly stated otherwise, the costs of delivery, collection and return of the Hardware made available to the Customer shall be borne by the Customer. The goods are always transported at the Customer’s risk.

Pursuant to clauses 3.1.2 and 3.1.3, in the event that any third party intends to exercise any right over the Hardware, the Customer undertakes to inform the Company immediately in writing and to inform the third party immediately in writing of the Company’s ownership of the Hardware.

In the event that the Customer fails to fulfil its contractual obligations, the Company reserves the right to remove the Hardware belonging to the Company pursuant to this clause and in the possession of the Customer or any third party at the Customer’s expense. The Customer shall provide all assistance necessary for the removal of such materials.

3.1.2. Provisions applicable in the event of provision of the Hardware

The Hardware made available to the Customer shall remain the property of the Company. If the Customer refuses to take delivery of the Hardware, he shall not be released from his obligation to pay the commissioning costs and fees. Where applicable, the Hardware shall be stored at the Customer’s expense, risk and peril.

3.1.3. Provisions applicable in the event of the sale of the Hardware

In the event that the Agreement provides for the sale of the Hardware by the Company to the Customer, the Company reserves the legal and economic ownership of the Hardware until full payment of the price of the Hardware in accordance with clause 3.7 hereof. If the price is not paid in full within the period stipulated in the Agreement, the Company has the right, without prior notice, to consider the sale cancelled by operation of law. The Customer shall then owe the Company a fixed and irreducible indemnity equal to 30% of the sale price mentioned in the Agreement.

In the event of a sale, the transfer of risks to the Hardware shall be effective from the time of delivery. If the Customer refuses to take delivery of the Hardware, he/she shall not be released from his/her obligation to pay the commissioning fees and royalties. In this case, the Hardware shall be stored at the Customer’s expense and risk.

3.2. Provision of guarantee and suspension of delivery

Irrespective of the payment terms agreed in the Agreement, the Agreement may provide that the Customer shall provide the Company, prior to any performance by the Company of its obligations, with a bank guarantee for the performance by the Customer of its payment obligations. As long as the Customer has not provided such a guarantee, the Company shall have the right to suspend any subsequent delivery. Similarly, a bank guarantee may be required and future deliveries may be suspended as long as the buyer has not met his payment obligations in respect of deliveries already made.

3.3. Acceptance of the hardware

If the delivered and/or installed Hardware is damaged or incomplete, or if there is an error or any other lack of conformity, the Customer is obliged to refuse the Hardware or to accept it only with a written reservation. Any complaint regarding the delivered Hardware must be received by the Company in writing within 10 (ten) working days of receipt of the Hardware, referring to the number of the delivery note. Once this period has expired, the Hardware will be deemed to have been definitively accepted by the Customer and no claim will be taken into consideration. No return of the Hardware will be accepted without the prior written consent of the Company.

3.4. Installation of the hardware

The physical installation of the Hardware (e.g. in vehicles) is carried out by a service provider independent of the Company. All procedures and conditions for the installation of the Hardware must be specified and agreed directly between the Customer and the independent service provider. The Company accepts no responsibility for the service provided by the independent service providers.

The Customer may also carry out the installation on its own responsibility. The benefits and guarantees set out in these General Terms and Conditions will be acquired by the Customer who has made this choice on condition that he has previously obtained the Company’s express agreement for this method of installation and after validation of the installation via the dedicated application.

3.5. Guarantees, claims and returns of the hardware

3.5.1. Provisions applicable to the Hardware sold

Unless otherwise stipulated, the warranty period for any Hardware sold is :

The warranty is limited in all cases to the repair or exchange of the defective products – the choice between repair and exchange being at the sole discretion of the Company – to the express exclusion of any compensation whatsoever to the Customer or third parties, except in the event of willful misconduct by the Company. Installation labour and travel expenses related to interventions under warranty or out of warranty for the Hardware are excluded unless otherwise provided. Installation labour, delivery costs and, in the event of travel, a fixed price for travel will be invoiced to the Customer for any intervention under guarantee, according to the conditions and rates in force as communicated to the Customer.

In particular, the guarantee does not cover the following cases:

Damage resulting from an accident, theft, vandalism, fire, lightning, frost, excessive cold, external heat or humidity, immersion or prolonged immobilisation of the Hardware that does not correspond to its normal use,
The insufficiency or failure of the hardware, software, telecom, electrical environment, etc,
The Hardware being connected to the electrical supply of a vehicle, modifications made to the installation environment, such as overvoltage linked to the recharging of the vehicle battery, the opening of the box, the installation of additional equipment on the vehicle (radio, CB, fridge, etc.), the failure of a fuse, etc,
The maintenance of the Hardware, its normal wear and tear or any replacement of parts programmed by the manufacturer and considered as maintenance,
The addition or connection of additional hardware or software not included in the Agreement, xion de matériels ou de logiciels complémentaires non-compris dans le Contrat,
Modification of the delivered products (e.g. opening of the casing) without the prior written consent of the Company,
Any damage resulting from the use of energy, use or installation that does not comply with the manufacturer's instructions,
Intentional or negligent act of the User or a third party (e.g. member of the Customer's staff),
Breakdowns as a result of a virus or any other pre-programmed device with a similar effect.
The Company is not responsible for any malfunctions attributable to the GPS, GSM, GPRS or Internet networks, as these are not within its control.

When no defect, anomaly or malfunction of the device has been detected or when the intervention takes place outside the guarantee, the entire cost of the intervention and services will be invoiced to the Customer.

The granting of the guarantee assumes that the products are used in good faith, according to the conditions of the offer or in the normal conditions of use mentioned in the catalogues, manuals, etc. made available to the Customer. The warranty is automatically extinguished in the event of modification, by any person not authorised or approved by the Company, of the initial installation or of the elements dependent on it.

3.5.2. Provisions applicable to the Hardware made available

The Company guarantees that the Hardware provided will retain its intended intrinsic qualities and will be free from defects in materials or workmanship, or hidden defects, for the duration of the Agreement. This guarantee covers the replacement of the defective Hardware free of charge for the duration of the initial contract.

This warranty shall not, however, apply to any misuse and/or unauthorised and/or abnormal use, or even negligence or improper storage of the Hardware. The Company reserves the right to charge the Customer for the replacement of the Hardware following an audit.

The Customer must insure the Hardware against all risks of loss, theft or damage, however caused, for an amount at least equal to the replacement value of the Hardware and must provide the Company, on request, with proof of such insurance.

At the end of the Agreement, and in the absence of renewal of the Agreement by the Customer or by tacit agreement, all of the Hardware made available must be returned to the Service Provider in full and in good working order at the Customer’s expense.

The Customer may also pay the Service Provider a residual indemnity which will exempt him from returning the Hardware. This indemnity covers the cost of the beacon and the administrative and technical processing of the end of the Services. This indemnity is set at 30€ (excl. VAT) per item of equipment.

In the event that the returned Hardware is incomplete or in poor working order, the Service Provider reserves the right to re-invoice the Customer for the costs incurred by the reconditioning or processing of electronic waste up to a maximum of €40 (excl. VAT) per item.

3.6. Liability

The Company cannot be held responsible for any damage related to the installation and use of the Hardware (battery discharge, electrical interference, etc.). The SIM card may not be removed from the GPS box and may not be used in a terminal and/or for a service other than those provided by the Company, on pain of specific telephone charges and fixed fines.

3.7. Retention of title

In the event of the sale of the Hardware, all Hardware delivered shall remain the property of the Company until full payment of the principal amount and all its accessories. As long as the aforementioned payment has not been made in full, the Customer is expressly prohibited from disposing of the delivered Hardware, and in particular from transferring ownership, pledging it or assigning it to any security or privilege whatsoever. Insofar as necessary, the above clause shall be deemed to be reiterated prior to each delivery. The Customer also undertakes to inform the Company without delay by registered mail of any seizure by a third party.

4. Provision of services

4.1. Purpose and duration

Any order for the provision of Services from the Company generates only obligations of means on its part, to the express exclusion of any obligation of result.

The duration of the Agreement relating to the Services is set out in the Agreement or in the special conditions applicable to these Services. In the absence of a notice sent by registered mail within the time limits provided for in the special conditions or, in the absence of a time limit provided for in the special conditions, in the absence of a notice of three months before the expiry of the Agreement, any contract concluded for a fixed term is tacitly renewed for successive periods of one year.

4.2. Third Party Services

The Company may suggest to the Customer to subscribe to additional services from a Third Party. In the event of the provision of services by a Third Party, the general terms and conditions of that Third Party shall apply. The Company accepts no liability for the use of services of such Third Parties. In the event of the use of the Third Party monitoring center to locate a reported stolen vehicle, that party undertakes under the terms and conditions of this agreement to use its best endeavors to locate and immobilise the vehicle if this functionality is included in the choice of Product purchased by the customer. The Company cannot give any guarantee as to the success of the services offered by the Third Party. Under no circumstances shall the Company be held responsible for the poor service or any damage caused by the malfunctioning of the telecommunication device or by the lack of coverage of the GSM/GPS network.

Any telephone call to the monitoring center to report the theft of a vehicle may incur additional charges for the use of the Third Party services, in accordance with the Third Party’s terms and conditions.

4.3. Complaints

Any complaint relating to the Services provided must be received by the Company in writing within eight working days of the date of completion of the service. On expiry of this period, the service will be deemed to have been definitively accepted by the Customer and no further complaints will be taken into consideration.

5. Common provisions

5.1. Prices

The prices appearing on the Company’s rates and offers are purely indicative and may be modified at any time. In the event of an increase in the price of the Hardware delivered or the Services provided by the Third Party after the conclusion of the contract, the Company has the right to pass on this increase to the Customer by registered letter. This effect will be presumed to have been accepted by the Customer five working days after the notification has been sent, unless it is contested within this period by registered mail. If the Customer does not agree, either party may terminate the Agreement by registered letter without compensation.

All prices are net prices excluding VAT from the Company’s registered office, plus costs and taxes. The delivery of the Hardware is at the Customer’s risk, even in the case of sale or carriage paid delivery.

Advance payments made by the Customer are to be credited against the price of the order. They constitute a beginning of the execution of the Agreement and not a deposit, the abandonment of which would authorise the Customer to be released from its obligations.

5.2. Terms of payment

All of the Company’s invoices are payable in cash, net and without discount, at the Company’s registered office, subject to other payment conditions detailed on a case-by-case basis in any invoice.

In the event of non-payment of all or part of an invoice, the total amount due, or the amount remaining due, shall be increased by right and without notice of default by interest of 10% per annum, any month started being due. In addition, any invoice not paid on its due date shall be increased by right and without notice of default by a fixed and irreducible compensation of EUR 50. Finally, failure to pay an invoice on its due date, the protest of a bill of exchange that has not been accepted or any other fact that may imply the insolvency of the Customer shall automatically and without notice of default result in the due date for all open invoices. In addition, these situations give the Company the right to suspend all of its obligations without prior formality and to terminate all or part of the contracts in progress without any other formality than notification by registered mail and without compensation.

Any complaint relating to an invoice must be sent by registered mail within five working days of its receipt, which is presumed to have been made within three working days of the date shown on the invoice. Once this period has expired, no further complaints will be accepted. Under no circumstances may a complaint justify a suspension of payment. The right of cancellation under Article 1794 of the Civil Code shall not apply to the contract.

5.3. Suspension, termination

Failure to pay invoices when due authorises the Company to suspend all existing orders by operation of law and without notice of default and to suspend or terminate all current subscriptions. In addition, non-payment of an invoice when due shall entitle the Company to automatically and without notice cancel the sale of the goods to which the invoice relates and the Customer shall be obliged to return the Hardware without delay and at its own expense. If the Customer fails to return the goods to the Company, the Company reserves the right to remove the goods immediately itself or through third parties. In the event that a sale is cancelled in whole or in part as a result of any fault or default on the part of the Customer, the Customer shall pay to the Company, for the costs incurred and the loss suffered, a fixed and irreducible indemnity equal to 30% of the sale price of the goods which gave rise to cancellation. This compensation is due to the Company without prejudice to the Company’s right to claim reimbursement of the costs incurred to regain possession of the goods and return them to their original condition. In addition, the interruption and termination of subscription services shall not under any circumstances give rise to a refund or payment of damages to the Customer or User.

5.4. General limitation of liability

To the greatest extent permitted by the legal provisions in force, and except in cases of gross negligence or fraud, the total liability of the Company arising from this Agreement is expressly limited to the price actually paid by the Customer for the Hardware if the damage is caused by the Hardware or, where applicable, the price paid by the Customer to the Company during the 12 months preceding the occurrence of the damage if the damage is caused by a fault of the Company in the context of the Services or the Software. This limitation of liability, an essential condition of the Company’s commitment, applies regardless of whether the acts or negligence are the fault of the Company or that of its subcontractors or Third Parties, regardless of the applicable liability regime including, but not limited to, contractual liability, quasi-tortuous liability, no-fault liability, liability for hidden defects, etc. In particular, the Company disclaims any liability arising from the misuse of the Company’s products by the Customer or the User, or from inconvenience or damage caused by the malfunction or lack of coverage of telecommunications networks.

5.5. Indemnification of the Company

All Customers undertake to guarantee and indemnify the Company, its representatives, employees, partners and/or any Third Parties, against any damage, claim or demand from third parties as a result of any illegal use or use that does not comply with the Agreement of the Software, the Hardware and/or the Services. This guarantee covers any compensation that may be due as well as legal costs within a reasonable limit.

5.6. Data processing

5.6.1. Viasat Connect acting as data controller

The Customer is informed that VIASAT CONNECT is required to process personal data concerning, in particular, its managers and members of staff in the context of the operational and administrative management of the commercial relationship between the Parties, as well as the provision of services and, in particular, the connection data to the Software Platforms. In this context, VIASAT CONNECT is responsible for processing said data. This processing shall be carried out in accordance with the applicable privacy policy.

The types of personal data processed by VIASAT CONNECT are the data necessary for the performance of the Agreement and access to the Solution, and in particular: surname(s), first name(s), company name, telephone number(s), e-mail address(es), delivery address(es), invoicing address(es), bank details, account preferences, activity data.

In order to improve the Services, VIASAT CONNECT may also collect and process the following data in its legitimate interest: IP address(es), browser, software version.

5.6.2. Viasat Connect acting as a subcontractor

The Customer instructs the Company to collect, process, store and use the Field Data to the extent necessary for the performance of this Agreement. In this regard, the Company shall keep a record of all categories of processing activities carried out on behalf of the Customer in the course of the performance of its service and the use of the Service by the Customer.

Insofar as the Field Data contains personal data, the Customer is the data controller and VIASAT CONNECT is its subcontractor, since it acts in the name of the Customer and on its behalf on the processing activities identified in Appendix 1 of the General Terms and Conditions. In this context, the processing carried out by VIASAT CONNECT on behalf of the Customer is governed by the said Appendix 1.

5.7. Retention of Data

The Company informs the Customer that the Land Data collected during the use of the Services are accessible by the Customer on its platform for a maximum period of 3 (three) months, unless Special Conditions provide for a different period at the Customer’s request. It is up to the Customer to save the data beyond this period, in compliance with legal and regulatory obligations. The identification and contact data are kept for the duration of the service contract. The Connection Data are kept for a period of twelve months.

At the end of these retention periods, we make every effort to ensure that your Data is made inaccessible.

Following the retention period defined above, the Field Data is kept in an archive, inaccessible to the Customer from the Software Platform, for a period of 2 (two) years. During this archiving period, the Customer may ask VIASAT CONNECT to disclose all or part of the Field Data.

In any event, after the first aforementioned period of two months, the Customer shall be responsible for the possible storage of its Field Data for a longer period of time on its own media and in accordance with the applicable regulations. It is the Customer’s responsibility to ensure the security, relevance, protection and back-up of the data concerned by the use of the Products and Services.

Upon the Customer’s express written request no later than seven (7) days after the expiry of the Agreement, VIASAT CONNECT will provide the Customer with the copy of the Field Data it holds on a Software Platform and/or in an archive and will delete or anonymise the existing copies from its systems. In the absence of such a request, VIASAT CONNECT will anonymise or delete from its systems the Field Data it holds at the end of the Agreement, without communicating the copy to the Customer.

In these circumstances, it is the Customer’s responsibility to take all necessary steps to ensure the integrity and safeguarding of the Ground Data that VIASAT CONNECT will have communicated to it during the performance of the Agreement and upon its expiry. VIASAT CONNECT shall be released from any obligation to store the Land Data after the expiry of the Agreement.

Notwithstanding the foregoing provisions, the Customer acknowledges and accepts that VIASAT CONNECT may, for a limited period of time, retain certain data and files entrusted to it by the Customer after the expiry of the Agreement, in order to comply with its legal obligations, as evidence or for technical reasons linked in particular to the security of its systems. In such a case, VIASAT CONNECT will keep the elements in question in conditions of security and confidentiality that comply with the purposes of the storage and the applicable legal obligations.

5.8. Hosting and maintenance

The Customer authorises VIASAT CONNECT to subcontract the hosting and maintenance, as the case may be, of the Software Platforms and of all data that may be generated in the context of the Services, including, but not limited to, the Field Data, to third party suppliers and service providers. VIASAT CONNECT shall make appropriate contractual arrangements with such third parties to protect the integrity and security of the Field Data, in accordance with Appendix 1 (Personal Data) and Appendix 2 (Security Measures) of these General Terms and Conditions.

5.9. Sharing of anonymised data

The Company may share publicly, as well as with its partners (publishers, advertisers or associated sites) aggregated and anonymised information that does not personally identify the Customer. The Company may also publicly share information about trends in the use of the Service.

The Company may transfer aggregated and anonymised information (without the possibility of individualisation, correlation or inference) to partners or third parties, in particular with a view to improving the mapping data.

In the event that the Company takes part in a merger, acquisition or any other form of transfer of assets, the latter undertakes to guarantee the confidentiality of the Customer’s personal data.

5.10. Miscellaneous

For the entire duration of any Agreement and for a period of twelve months following its expiry, the Customer shall refrain from (attempting to) directly or indirectly hire an employee, agent, consultant or representative of the Company, on pain of compensation equivalent to the last twelve (12) months’ gross remuneration of the employee, agent, consultant or representative concerned, without prejudice to compensation for greater damage, if any.

The fact that one of the parties has not invoked a specific right or has temporarily not exercised a right does not imply a waiver of that right.

The invalidity of any clause or part of a clause in these conditions shall not affect the other clauses or parts of clauses and the clause or part of clause concerned shall be replaced as far as possible by a valid provision of equivalent economic effect.

The appendices attached to this Agreement form an integral part of it. In the event of any contradiction between the Order Form and these general terms and conditions, the provisions of the Order Form shall prevail. Any special conditions applicable to a service shall take precedence over these General Terms and Conditions.

5.11. Applicable law - competent court

This Agreement, and any dispute arising in connection with this Agreement and/or the use of the Software or otherwise, is subject exclusively to Belgian law. Any dispute arising from this Agreement shall be submitted to the French-speaking courts of Brussels, Belgium, which shall have exclusive jurisdiction to hear such disputes.

Appendix 1 - Personal Data

1. Purpose

These General Terms and Conditions, as well as all contractual relationships that may arise from them, are subject to Belgian law. In the event of a dispute between the Parties, they undertake to seek an amicable solution, taking into account the interests of each, before taking any legal action. In the context of the Agreement, VIASAT CONNECT may process personal data on behalf of the Customer (the “Entrusted Data”). In this context, the Customer is the party responsible for any processing of the Entrusted Data and VIASAT CONNECT is the processor.

The purpose of this appendix (“the Appendix”) is to define the conditions under which VIASAT CONNECT undertakes to carry out, on behalf of the Customer, the processing operations of the User Data necessary for the performance of the Agreement.

In this respect, each of the parties undertakes to comply with the regulations in force applicable to the processing of personal data and, in particular, the GDPR.

Unless otherwise stipulated, the concepts and terms contained in the Agreement shall be interpreted as defined in the GDPR.

It is agreed that this appendix forms an integral part of these General Terms and Conditions of Sale.

2. Description of the processing subject to outsourcing

VIASAT CONNECT is authorised to process on behalf of the Customer the Entrusted Data necessary to provide the Services subscribed to under the Agreement.

The categories of persons concerned by the processing of personal data are the natural persons who use the vehicles in the Customer's fleet (in this Appendix, the "Fleet Users").
The types of personal data processed are the Field Data as defined in the General Terms and Conditions.
The nature of the operations performed on the Entrusted Data includes collection, storage, display, provision of access, export and maintenance and may include, depending on the Services subscribed to by the Customer, the following actions:

Transformation and enrichment of the Entrusted Data using VIASAT CONNECT’s internal or external services, including in particular the technique known as “reverse geocoding” in order to find a postal address on the basis of geographical coordinates,
Communication of the Entrusted Data to external services where applicable and in particular to the Customer’s information systems,
The display on the Software Platform used by the Customer and the downloading of the Entrusted Data from it, in particular in the form of reports, as well as the transmission to the Customer of such elements via a dedicated file sharing server, if subscribed,
Storage, backup and automatic deletion,
The provision to the Customer of the Entrusted Data through web services (if the Customer has subscribed to this option),
Access to the Trusted Data by VIASAT CONNECT services (including its subsequent subcontractors) for support, administration or maintenance purposes,
Anonymisation for statistical analysis purposes, as provided for in article 5.9 of the General Terms and Conditions.

3. Obligations of the parties

3.1. General

VIASAT CONNECT undertakes to:

Process the Entrusted Data only for the purposes detailed in articles 2.1.d) and 2.2.d) of this Appendix;
Process the Entrusted Data only in accordance with the documented instructions of the Customer contained in the Agreement or in subsequent reasonable written instructions (provided that such instructions are lawful and not contrary to the terms of the Agreement), including in relation to transfers of personal data to a third country or to an international organisation: except in the case where VIASAT CONNECT is required to process the Entrusted Data under the law of the European Union or of a Member State;
To inform the Customer, before the processing is carried out, when it is required to process the Conferred Data under the law of the European Union or the law of the Member State to which it is subject, unless the law concerned prohibits such information on important grounds of public interest;
Inform the Customer immediately, if it considers that an instruction from the Customer constitutes a breach of the GDPR or any other provision of EU or Member State law relating to the protection of personal data;
Ensure that persons authorised to process the Entrusted Data under the Agreement, undertake to respect the confidentiality of the Entrusted Data or are subject to an appropriate legal obligation of confidentiality and receive the necessary training on the protection of personal data.

The Customer undertakes to:

Comply with all specific obligations incumbent on it in its capacity as the controller of User Data, under the applicable regulations and in particular the GDPR ;
Document in writing all instructions concerning the processing of the Data Entrusted to VIASAT CONNECT;
Ensure, beforehand and throughout the processing, that VIASAT CONNECT complies with the obligations provided for by the GDPR on data protection.

3.2. Legal basis and information

As the data controller, it is the Customer’s responsibility to ensure that it has a valid legal basis within the meaning of the applicable regulations allowing the processing of the Entrusted Data and that any Entrusted Data that it communicates to VIASAT CONNECT has been collected in a lawful and fair manner.

It is the Customer’s responsibility, as the data controller, to provide Users with full information in accordance with the applicable regulations, and in particular, as the case may be, with articles 13 and/or 14 of the GDPR. In this respect, the Customer undertakes to inform the Fleet Users of the fact that their personal data is processed in the context of its use of the SECURYSAT solution, including, but not limited to, the possibility for VIASAT CONNECT to use the Entrusted Data, in anonymised form, to improve and secure its products and services.

3.3. Exercise of personal rights

The Customer is responsible for the management of any requests from Fleet Users relating to the exercise of their rights under the applicable data protection regulations, in particular the right of access, the right of rectification, the right of erasure and opposition, the right to limitation of processing, the right to data portability and the right not to be subject to an automated individual decision (including profiling).

As far as possible, reasonable and proportionate, and within the limits of what concerns it, VIASAT CONNECT will provide assistance to the Customer so that the latter may fulfil its obligation to comply with the requests to exercise the Users’ rights. The assistance provided by VIASAT CONNECT in this context will be at the Customer’s expense.

4. Further subcontracting

In order to carry out the processing of the Entrusted Data necessary to provide the Customer with the services provided for in the Agreement, VIASAT CONNECT may have recourse to further subcontractors, who shall carry out specific processing activities on behalf of the Customer. The Customer acknowledges this fact and gives its general consent to the recruitment of subcontractors, in compliance with this article 2. The list of subcontractors is available via the following link.

In this respect, any subcontractor shall be required to comply with contractual data protection obligations at least equivalent to those set out in this Appendix and in any event to provide sufficient guarantees regarding the implementation of appropriate technical and organisational measures.

In the event of a planned change in subcontractors, either due to the replacement of a subcontractor or due to the recruitment of a new subcontractor, VIASAT CONNECT shall inform the Customer in advance and the Customer shall have the opportunity to object to the planned changes.

Where the subcontractor does not fulfil its data protection obligations, VIASAT CONNECT shall remain fully responsible to the Customer for the performance of such obligations by the subcontractor.

5. Notification of personal data breaches

VIASAT CONNECT shall notify the Customer of any personal data breach (as this term is defined in Article 4 of the GDPR) as soon as possible after it has been brought to its attention. VIASAT CONNECT shall provide reasonable assistance to enable the Customer to comply with its possible obligations to notify the competent supervisory authority and/or to communicate to the data subject in relation to such breach. The assistance provided by VIASAT CONNECT in this context shall be at the Customer’s expense.

6. Assistance of viasat connect in the context of the customer's compliance with its obligations

Taking into account the nature of the processing and the information at its disposal, VIASAT CONNECT shall provide reasonable assistance to the Customer in carrying out data protection impact assessments and prior consultation of the supervisory authority. The assistance provided by VIASAT CONNECT in this respect shall be at the Customer’s expense.

7. Security measures

VIASAT CONNECT undertakes, under the conditions of Article 32 of the GDPR, to take all appropriate technical and organisational measures in order to guarantee a level of security adapted to the risks for the rights and freedoms of the persons concerned, as well as to assist the Customer in fulfilling its own obligations with regard to the processing of User Data under the Agreement, in compliance with Appendix 2 (Security Measures) of the General Terms and Conditions.

8. Retention period and fate of user data

The period for which VIASAT CONNECT is authorised by the Customer to store the Entrusted Data is specified in article 5.7 of the General Terms and Conditions.

9. Monitoring compliance with viasat connect's obligations

VIASAT CONNECT shall make available to the Customer all the information necessary to demonstrate compliance with its obligations under this agreement and shall allow audits to be carried out for this purpose under the following conditions:

The Customer may not conduct more than one audit per twelve (12) month period.
The Customer alone shall bear all costs of the audit.
The audit shall be carried out during working hours and shall not exceed 2 working days.
The audit may be carried out by the Customer directly or through an independent third party. In the latter case, the selection of the external auditors shall be agreed between the Parties. The auditors must hold professional liability insurance covering the audit, as VIASAT CONNECT may be held liable in the event of damage caused to the auditor.
The Customer shall give VIASAT CONNECT at least forty-five days' written notice so that the Parties can mutually agree on an audit date.
The Customer shall ensure that the conduct of the audit does not disrupt the performance by VIASAT CONNECT of its obligations under the Agreement, nor the activity of VIASAT CONNECT in general. surer que le déroulement de l’audit ne perturbe pas l’exécution par VIASAT CONNECT de ses obligations au titre du Contrat, ni l’activité de VIASAT CONNECT en général. 
In the event that the audit leads to interruptions of all or part of VIASAT CONNECT's services, the Parties agree that these interruptions will not be taken into account in the assessment of compliance with VIASAT CONNECT's service quality commitments and that VIASAT CONNECT may not be held liable for them.
All documents, information or data, regardless of the medium, entrusted by VIASAT CONNECT to the auditors and/or the Customer during the audit are confidential and must be treated as such.
VIASAT CONNECT undertakes to contribute to the audits at the Customer's expense.
The Customer shall be liable for any loss or damage caused to VIASAT CONNECT as a result of the audit, regardless of whether the audit is carried out by the Customer directly or by external auditors.

10. Location and transfer of entrusted data

The Trusted Data is stored on Cloud servers located within the European Union (EU). This service is provided by the subcontractor Amazon Web Services EMEA SARL (AWS). The Trusted Data is not transferred outside of the EU, unless such transfer is necessary to enable AWS to provide the subscribed services or to comply with a legal obligation or a binding request from a government agency. In this regard, AWS provides specific safeguards relating to data transfers outside of the EU in its Data Protection Agreement (available here), as well as additional provisions on data requests from authorities (available here). If such a transfer were to take place, it would be governed by its documents, as well as the standard contractual clauses adopted by the European Commission pursuant to its implementing decision (EU) 2021/914 of 4 June 2021, in its version “Module 3: “Subcontractor to subcontractor transfer” (viewable here), put in place between AWS and VIASAT CONNECT (or a member of its group of companies, itself acting as a subsequent subcontractor of VIASAT CONNECT), pursuant to the AWS Data Protection Agreement.

11. Application of this agreement

In the event of a contradiction between a provision of the General Terms and Conditions and a provision of the Appendix, the terms of the Appendix shall be deemed to express the will of the Parties by priority. The Appendix forms an integral part of the Agreement. All the clauses of the General Terms and Conditions and appendices that are not modified by the Appendix remain valid and continue to apply under the same terms and conditions as those provided for in the General Terms and Conditions.

Appendix 2 - Security

In the context of its processing of Field Data on behalf of the Customer, VIASAT CONNECT undertakes to comply with the IT security principles listed below in a restrictive manner.

Area	Measures
Governance of information systems security	Internal security policies. The implementation of internal policies covering information security, the upstream assessment of risks in this respect, the processing of personal data and the response to security incidents. Responsibility for security. The presence within the organisation of an IT security manager, responsible for ensuring, coordinating and monitoring security rules and procedures.
Staff and awareness	Control processes. The establishment of processes to monitor individuals who may access Field Data to ensure that they have the appropriate skills. Awareness Programme. Implements a comprehensive information security awareness programme within its organisation. Informs its staff of the applicable security procedures and the related role of each employee, as well as the possible consequences of a breach of rules and procedures Termination of the employment relationship. In case of termination of the employment relationship between VIASAT CONNECT and an individual having access to the Field Data, the removal of the user's access rights and identifiers allowing access and the recovery from the latter of all media that may contain Data.
Identity control and access management	« Least privilege ». The implementation of access procedures according to the principle of "least privilege", allowing VIASAT CONNECT staff or its third party service providers access to the Field Data only to the strict extent and for the strict duration necessary for the performance of the Services. Passwords. The protection of access to the Land Data by authentication mechanisms including, in particular, a password protection system subject to complexity rules. Access log. The maintenance of an auditable log of access to the Land Data. Physical access to premises. Limiting access to the premises where the Data is processed to only those persons who need access for the purposes of the Services, by implementing security measures such as secure entrances with an access control system and doors with a locking system.
Data Management	Inventory of resources. Maintaining an inventory of the media on which the Field Data is stored. Access to these inventories is restricted to VIASAT CONNECT personnel authorised in writing. Classification. The implementation of an information classification system. Destruction and anonymisation. The implementation of a process for the destruction or anonymisation of Field Data, when the applicable retention periods are exceeded.
Protection measures	Physical protection of facilities. Physical measures to protect the facilities used in the processing of Field Data against accidents, attacks and unauthorised access. IT protection solutions. The implementation of control measures against malicious programs (malware) and protection solutions within the VIASAT CONNECT organisation with the aim of protecting the Field Data from attacks or security breaches, such as, as the case may be, encryption, firewalls, access protection by VPN, etc. Maintenance. Implementation of measures to ensure the maintenance of the digital media, used to process the Field Data. Monitoring. Documentation of information security measures undertaken, as well as security incidents and unauthorised access attempts in a dedicated register.
Business continuity and disaster recovery	Recovery arrangements. Implementation of operational continuity and disaster recovery mechanisms, including regular backups of field data. Analysis. Regular reviews of business continuity arrangements.