Legal Notice

SEAMTRACK SL, Terms and Conditions of Sale and Rental

Website identification

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

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

EMAIL ADDRESS
rgpd@seamtrack.com

General

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

Prices; payment terms

Price quotes shall be valid only if VIGILO has submitted them in writing, and shall apply only to the quantities of Products or type of Services and the periods indicated in VIGILO’s quote or Invoice. If no period is indicated, quotes shall remain valid for thirty days.
Prices shall apply as specified in the order and shall be paid in euros. VIGILO reserves the right to increase or decrease such prices annually as specified in this section.
Unless otherwise agreed in the order confirmation, the contract or VIGILO’s invoice, the price of equipment, communications or services (rental or purchase) shall be paid in advance, that is, upon acceptance of the contract.
Payment must be available on the due date. VIGILO does not grant discounts.
In the event of non-payment that persists for 48 hours after a reminder without a satisfactory response, the contract may be terminated automatically at VIGILO’s discretion, which shall entail the obligation to immediately return the rented Products at the Customer’s expense and risk, without prejudice to the option of immediately enforcing payment of all installments outstanding until the end of the contract, together with any other applicable damages and interest.
Regardless of the reason, the Customer may not apply any form of setoff.
Failure to pay any amount on its due date shall require the Customer to pay late-payment penalties set at three times the statutory interest rate (or 4%, whichever is higher). Late-payment penalties are charged without formalities and without the need for prior notice. Accordingly, they become legally applicable as of the day following the payment due date.
Furthermore, in the event of late payment, a contractual fee of forty euros for collection costs shall be owed to VIGILO automatically and without prior notice. VIGILO reserves the right to charge the Customer additional compensation if the recovery costs actually incurred exceed the aforementioned amount (forty euros) of recovery costs, which shall be substantiated by submitting the relevant evidence. The Customer shall reimburse all costs arising from the collection through litigation of the sums owed, including fees charged by public officials and attorneys.

Delivery and installation

All delivery dates and times are approximate. Nevertheless, VIGILO will make every effort to meet them. Time shall not be deemed of the essence of the agreement, and VIGILO shall not be held liable for any loss or damage arising from a delay in delivery or a missed installation appointment. If the Customer delays the installation of any of the Products or Services by more than thirty days from the installation date of the first Product or Service set out in the order, VIGILO may supply the corresponding Product and Services to the customer’s delivery address. Thereafter, the installation shall be deemed completed and, consequently, VIGILO shall be entitled to receive payment.
If the installation is performed by the Customer or a person designated by the Customer, VIGILO shall not be held liable for any damage or loss of any kind arising, whether as a direct or indirect result of negligence or of failure to follow VIGILO’s written instructions regarding the installation of VIGILO Products.

Title; risk

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

Product use

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

Warranties

VIGILO warrants to the Customer that the vehicle tracking terminal products purchased shall be free from defects for a period of twelve months from delivery, unless otherwise indicated in the order confirmation. If VIGILO acknowledges that the products are defective within the aforementioned period, VIGILO shall repair or replace them within a reasonable time, using new components or spare parts or equivalent items. In the case of rental, the warranty shall remain in effect for the entire term of the corresponding rental.
Where a Product is not covered by the warranty and VIGILO agrees to issue a free replacement, the Customer undertakes to maintain the Services associated with such Product for a minimum period of 12 months.
This warranty shall not apply to normal wear and tear of a Product or where the defect, deterioration or malfunction of a Product arises from misuse, negligence or lack of maintenance or supervision by the Customer, or from any impact, drop or other accident involving the Product; nor in the case of technological obsolescence beyond VIGILO’s reasonable control, or in the event that VIGILO’s provider shuts down a Network generation.
All Products not manufactured by VIGILO (including, without limitation, cameras) are subject to the terms of the Product manufacturer’s warranty, and VIGILO provides no warranty whatsoever in this regard.
VIGILO does not warrant the fitness of the Products or Services for a particular purpose, nor the uninterrupted operation of the Services. Nor does it warrant that the Products or Services will generate savings or financial benefit for the Customer, or that the reports, data or information supplied in the context of the Services provided will be free from errors, omissions, inaccuracies or nonconforming elements. VIGILO disclaims all responsibility or liability to the Customer in this regard, unless such responsibility or liability is specifically set forth as a provision in these Terms. Subject to the data protection obligations to which it is bound under the Contract, VIGILO disclaims all liability and makes no warranty as to the security or integrity of the connections or transmissions used in the context of the Services provided.
Damage caused by the Customer, its representative or any unauthorized third party during the installation or use of the Products shall be the full and entire responsibility of the Customer. The Customer shall also bear full and sole responsibility for any improper modification, repair or intervention on the Products. Any accidental damage shall be the full and absolute responsibility of the Customer. VIGILO assumes no liability whatsoever for any damage.
Although VIGILO makes reasonable efforts to minimize the risk of security vulnerabilities in its systems (VIGILO is bound only by a best-efforts obligation in this regard), the Customer acknowledges that its use of the Products and Services, and its communications with VIGILO, carry an inherent level of cyber risk, especially if the Customer does not implement appropriate cybersecurity measures of its own.
As such, subject at all times to its data processing obligations under the Contract, VIGILO shall not be liable for any direct or indirect loss incurred by the Customer as a result of viruses, malware or other harmful software introduced into the Customer’s information systems or other unlawfully obtained third-party access to the Customer’s information systems, where such events are beyond VIGILO’s reasonable control.

High-risk disclaimer

VIGILO’s Products and Services are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, life-support machines or any other application in which the failure of the Products or Services could lead directly to death, personal injury or severe physical or property damage (collectively, “High-Risk Activities”). VIGILO expressly disclaims any express or implied warranty of fitness for High-Risk Activities.

Rights; intellectual property

VIGILO retains all copyrights, invention rights, design rights, database rights and other intellectual property rights with respect to the Products and Services and the results of the Services. Under no circumstances are such intellectual property rights transferred to the Customer, nor shall VIGILO be obligated to transfer them. All rights therein not expressly granted to the Customer under these Terms are reserved to VIGILO.
The copyright and all other authors’ rights and intellectual property rights in the database accessible through the Services, together with all information supplied by the Services (the “Information”), belong to VIGILO or to the providers of such Information. The Customer may use the Information obtained from the Services solely for its own purposes. Accordingly, unless VIGILO has authorized it in advance and in writing, the Customer is not authorized to sell, resell at retail, forward or communicate the Information obtained from the Services in any manner, in any medium or to any third party.
VIGILO may use the Information, in aggregated form, together with data from other vehicles, to monitor road use, report on traffic flow and trip duration, and analyze general driving behavior. VIGILO may share aggregated data with or supply it to third parties, without personal data or confidential information of the Customer.

SIM cards

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

Confidentiality

For the entire term of the Contract and indefinitely following its termination for any reason, the Customer and VIGILO undertake to strictly observe the duty of confidentiality with respect to the information they have received from each other, and agree to refrain from reproducing or disclosing (directly or indirectly) any information, knowledge or know-how, whether relating to their contracting party, its activities or the projects to which the parties have had access in the course of performing their contract, unless such information, knowledge or know-how has lawfully entered the public domain or must be disclosed by law. Confidential information includes, without limitation, business plans, customer lists, operational and technical data, and product drawings.

Liability

The Products and Services supplied by VIGILO are consistent with the description given of them in the respective catalog or sales documentation. In the event of alleged nonconformity, the burden of proof lies with the Customer. As a professional, the Customer is solely responsible for the choice of the Products and Services supplied by VIGILO, as well as for compliance with the conditions and provisions governing their use.
VIGILO may be held liable only in the event of proven fault or negligence, and such liability shall be limited to direct losses, excluding any indirect loss, whether tangible or intangible, or, in particular, financial.
In order to assert its rights, the Customer must (on pain of nullity of any corresponding action) send written notice to VIGILO within a maximum of eight days from the discovery of any grounds for a claim, including conditional grounds, that may give rise to liability on the part of VIGILO.
With respect to any claim or all claims arising from deficient performance by VIGILO (whether for deficient performance, in contract, in negligence or otherwise), VIGILO’s total liability may not exceed the total amount paid by the Customer for the Products or Services that are the subject of such claim. Where a claim is brought against VIGILO for interruption of the Services or for an error in the information provided, VIGILO’s liability may not exceed the total price paid by the Customer for the Services during the period of such interruption or for any such errors, and shall be limited exclusively to the Products for which the Services were intended.
VIGILO shall not be liable to the Customer for financial losses of any kind (including, without limitation, loss of revenue, profits, contracts, business or anticipated savings), whether such losses are specific or indirect.

Refunds and cancellations

Once paid, fees for Products and Services shall not be refunded unless VIGILO is required to issue a refund by law or, in its sole discretion, decides to do so.
In the event of cancellation of the rental of a Product, of a Service or of the Contract, the following charges apply to VIGILO Products and Services: In the event of cancellation, rented Products must be returned to VIGILO in good working order, and rental charges shall apply until such Products are returned.
In the case of Products purchased by the Customer, the Customer shall be fully responsible for funding and implementing an environmentally friendly method of disposal (or a suitable alternative) when it no longer needs them, which it must do in full compliance with all applicable laws and regulations. Alternatively, the Customer and VIGILO may agree that the Products be shipped to VIGILO (at the Customer’s expense) and that VIGILO dispose of them in an environmentally friendly manner (or a suitable alternative).

Personal data protection (GDPR)

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

Force majeure

VIGILO shall in no way be liable to the Customer for any failure or delay in performing any of the obligations imposed on it by these Terms, or for any loss of or damage to any of the Products, in the event of force majeure, war, riots, civil unrest, embargo, strikes, fire, theft, delay in delivery or delay in services provided by subcontractors or sub-suppliers, or the default of a subcontractor or sub-supplier due to a force majeure event, a cyberattack on VIGILO’s systems (which the parties expressly define as a force majeure event), shortage of labor or materials, confiscation or any other unforeseeable event (whether or not of the same kind as the events specified above) where such events are beyond VIGILO’s reasonable control. If such a situation persists for more than sixty days, either party may terminate the contract without any compensation being required.

Termination

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

Assignment of rights

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

Governing law and jurisdiction

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

Version 4 – February 5, 2024