GENERAL CONTRACTUAL CONDITIONS INHERENT TO THE VISIRUN SERVICE
1.1 The following terms (and all their variations) are used in the Contract with the meanings given below:
- "Visirun" means the company Visirun S.p.a. - Company with Sole Shareholder subject to management and coordination by Fleetmatics Group Limited, with registered office in Ferrara, via A. Zucchini, no. 53, C.F. and VAT number 01744310382;
- "User" means the natural or legal person who has joined the contract via the Internet requesting the provision of the Visirun service to Visirun S.p.a.;
- "Contract" means the deed consisting of the Online Purchase Order, the expressly accepted General Conditions, the Tariff, the information pursuant to art. 13, Legislative Decree 196/2003 and the acceptance of the Purchase Order by Visirun S.p.a.;
- "General Conditions" means the present general conditions;
- "Tariffario" means the document containing the economic conditions governing the Visirun Service and in particular the list of fees that the User must pay to Visirun S.p.a. for the use of said service;
- "Parties" means Visirun S.p.a. and the User collectively considered;
- "Online purchase" means the procedure for the purchase of the Visirun service performed by the User on the www.visirun.com website;
- for "Visirun Service" or simply "Service" we mean the service provided by Visirun S.p.a. chosen by the User through the conclusion of the Contract;
- "Localizer" refers to the satellite tracking device supplied by VisirunS.p.a. to the User on loan for free use and to be installed at the expense of the latter on the vehicles to be located, according to the Installation and Activation Instructions attached to it.
2. Object: description of the Visirun Service.
2.1 The Visirun Service offered by Visirun S.p.a. consists of the service that allows the User:
A) to display on an electronic map the position of vehicles equipped with the localization system provided free of charge (with the exception of shipping costs) from Visirun S.p.a. to the User on loan for use;
B) to locate the nearest vehicles to a specific address,
C) to control the route, the driving time, the average speed held by each vehicle;
D) to receive an immediate notice in case of unexpected stops and trips;
E) to check whether a vehicle approaches or moves away from a specific geographical area;
F) to maintain direct contact with the driver of each vehicle, sending and receiving messages;
G) to manage ordinary and extraordinary maintenance and administrative deadlines (stamps, insurance, etc.) for each vehicle;
Since the Service is subject to continuous updates, it is possible to find a complete description of the latter by consulting the relevant section of the Visirun website at www.visirun.com.
3. Conclusion of the Contract.
3.1 The Contract is considered concluded at the end of the online purchase procedure of the Visirun service, which is divided into the following steps: choice by the User of the service to be purchased; login or registration of the User; communication of personal billing and destination data; choice of payment methods; confirmation of the order with express acceptance by the User of these general conditions of contract; communication of Visirun via e-mail to the address indicated by the User during registration - acceptance of the order confirmation.
3.2 Visirun reserves the full discretion to accept or not accept the purchase request presented by the User.
3.3 The User agrees that the acceptance of Visirun can also take place for conclusive facts, among which, by way of example, the enabling of the User to use the Visirun Service or the shipping of locators to the address indicated by User.
4. Duration and right of withdrawal.
4.1 The Contract has an indeterminate duration and is effective between the Parties from the acceptance of the User's purchase order by Visirun.
4.2 Both parties have the right to withdraw from the Contract at any time upon communication of the relative will according to the methods indicated in point 16.
5.1 The fee for the Service provided to the User during the validity of the Contract is shown in the Tariff prepared unilaterally by Visirun, which must be understood as expressly accepted by the User with the confirmation of the Purchase Order.
5.2 Visirun reserves the right to make adjustments to the Tariff at any time which will be binding on the User according to the methods set out in the following point 9 and without prejudice to the User's right of withdrawal.
5.3 The first invoice will be issued when the locators are shipped to the User and the subsequent ones will be issued on a monthly basis and sent electronically.
5.4 The fee will be charged to the User by R.I.D. the fifteenth day following the invoice date or alternatively with a credit card charge on the day the devices are shipped.
6. Access to the Service.
6.1 The User will be authorized to access the Visirun Service, using the identifier and password communicated by e-mail from Visirun at the end of the online purchase procedure.
6.2 Visirun is expressly exempt from verifying the true identity of those who access the Service and their actual coincidence with the User and with his / her personal details indicated during registration.
6.3 The User assumes all risks related to the abusive use of the identifier and password by those to whom the User has directly or indirectly disclosed such data.
6.4 The User is aware of and accepts that in order to be able to use the Service, it is necessary to independently acquire suitable hardware and software equipment and an Internet connection service compatible with the standards of the Service provided by Visirun.
6.5 In no case will Visirun be held responsible for the malfunctioning of the Service, or for any prejudices that may arise to the User for facts and causes attributable to the inefficiency of its hardware and software equipment and / or Internet connection used by the User, and / or any other third-party service required to use the Service.
7. Localization devices: use, return, indemnity.
7.1 Together with the purchase of the Visirun Service, Visirun will provide the User with the location device (s) and any accessories ordered, which must be installed, used and stored exclusively at the care and expense of the User. .
7.2 In case of withdrawal of the Parties or in any case of termination of the contract, the User must immediately return the location devices and any accessory equipment supplied without the need for any specific request for restitution by Visirun.
7.3 In the event that the location device (s) and any ancillary equipment are not returned by the User within 10 days following the termination of the contractual relationship, Visirun reserves the right to apply a non-daily holding allowance € 10 for each location not returned.
7.4 The User undertakes to use the location devices and any ancillary equipment granted on loan for use exclusively for the purposes connected to the use of the Visirun Service, committing himself not to tamper with them even in case of malfunctioning of the same.
7.5 In the event of a malfunction - except as described in point 7.7 - Visirun will provide for free replacement of the faulty device.
7.6 The User undertakes in any case to use the devices in compliance with the provisions of art. 1804 c.c. and recognizes that it is bound by the provisions of Articles 1803-1812 c.c.
7.7 Any damage caused by impacts, accidental drops, spillage of liquids, burns, and short circuits or in any case caused by improper use with respect to the instructions provided in the Installation Manual or by tampering with them, as well as failure to return, even if due to theft or loss, will result in the User's obligation to pay to Visirun the amount of € 390.00, for each device not returned or returned in conditions other than those of delivery. The User will also be required to pay to Visirun the amount of € 290.00 for each terminal / navigator on board and the amount of € 390.00 for each terminal / navigator on board for heavy vehicles, under the same conditions as above, or the non-return or return in conditions different from those of delivery.
7.8 Except as expressly stated in paragraph 7.5 above, under no circumstances will Visirun be called to answer for damages caused to the User and / or to third parties for the malfunctioning and / or failure of the ordered device (s).
8. Delivery of the Service.
8.1 The Service is managed by Visirun, which may use services provided by third parties, in which case the User expressly accepts the conditions of use of applications provided by third parties.
8.2 Third party services are provided by the latter and the related technical development is returned to their unquestionable appreciation.
8.3 Visirun reserves the right to suspend or interrupt the Service without prior notice and without any responsibility in case of technical requirements, including but not limited to: faults, maintenance, replacement of equipment, ordinary and extraordinary operations, and implementations of system.
9. Changes to the Service.
9.1 Visirunreserves the right, at any time, to modify the terms and conditions of the Service, the technical specifications, the Tariff and these General Conditions.
9.2 These changes will be effective between the Parties after 15 days from the receipt by the User of the communication of the change made in the forms referred to in paragraph 16. In the course of said 15 days, the User will have the right to withdraw from the Contract pursuant to of point 4 without the said contractual changes explaining effects against it.
10. User's Obligations.
10.1 The User undertakes to use the Service exclusively for lawful purposes, forcing himself to hold harmless and keep Visirun harmless from any damage resulting from unauthorized use.
10.2 The User undertakes to indemnify and hold Visirun harmless, substantially and procedurally, from any liability, damage, loss, cost or expense of a legal nature, that Visirun should sustain due to the non-truthfulness and / or incompleteness of the data provided.
11. Properties and use of data.
11.1 With the completion of the Contract, the User does not acquire any further right except to use the Service. In particular, the User does not acquire intellectual and / or industrial property rights, as well as the economic exploitation rights of all that constitutes the Service, including, but not limited to, databases, information, trademarks, patents, logos, locators and any other graphic and / or structural element made available to the User through the Service, as these are the exclusive property of Visirun.
12. Internet network security.
12.1 The User is fully aware of the characteristics of the digital transmission networks and their limits. In particular, the User acknowledges that the transmission of data through the Internet is subject to objective technical limits of reliability and to periods of saturation during particular moments of the day.
12.2 Although the security measures prepared by Visirun are such as to ensure a reasonable degree of reliability for the User, the data circulating on the Internet cannot be absolutely considered to be immune from possible intrusions and therefore the transfer of passwords, codes, and more generally, any other information of a confidential nature is communicated by the User at his own exclusive risk.
13. Data protection and publication network.
13.1 The user expressly consents to the direct and / or indirect transfer to Visirun of the data necessary for the use of the Service, as well as their storage in Visirun databases. The User also expressly agrees to the direct and / or indirect transfer of data necessary for the use of third-party applications within the Service, as well as the storage and storage of such data.
14. Prohibition of transfer of the contract.
14.1 The User may not transfer the Contract to third parties, either free of charge or onerous, temporarily or permanently, without the prior written consent of Visirun.
14.2 The User hereby consents to that Visirun transfers this Contract, in whole or in part, to companies belonging to the group in which Visirun or third parties fall, without prejudice, in the case of transfer to third parties, the possibility for the User to freely withdraw from the Contract, in the manner provided for in paragraph 4 above.
15. Failure of the User and Resolution.
15.1 Visirun will have the right to resolve ex art.1456 c.c. the Contract in all cases of violation or breach by the User of the obligations assumed under this Contract.
15.2 In any case, with the termination of the Contract for breach of the User, Visirun will have the right to withhold the amounts already received by the User in any way, without prejudice to the right to compensation for any greater damage.
15.3 Visirun shall have the right to immediately terminate the Contract in the event of non-payment of fees due by the User.
16.2 All communications concerning the Contract will be sent by Visirun to the User, by e-mail, to the address indicated by the User during registration, considered as the sole and exclusive address for each communication.
17. Applicable law and jurisdiction.
17.1 This Contract is governed by Italian law. Any dispute concerning the subject matter of this Contract, including its interpretation and execution, will be devolved to the exclusive jurisdiction of the Court of Ferrara.
18. Processing of personal data.
18.1 Definitions. For the purpose of this agreement the terms "processing", "data subject", "controller", and "processor" have the meanings given to them by Regulation (EU) 2016/679 ("GDPR") to which the personal data processed by Visirun on behalf of User in the performance of the Agreement (the "Regulated User Data") may be subject; "EEA" means the European Economic Area.
18.2 Processing of data in the event that Visirun acts as Data Processor. Save for the cases indicated in the clause 1.7 below, Visirun will act as User's data processor in the performance of the Agreement and, for this purpose, it agrees:
(a) that it will only process personal data provided by the User during the course of the Agreement ("Regulated User Data") for the performance of the Visirun Service in accordance with the User's instructions that are set out in this Agreement or as otherwise provided in an agreement accepted also by Visirun in writing, and that it will notify User if Visirun considers any such processing of Regulated User Data to be in violation of any data protection law applicable to Visirun. The description of the processing activities performed in connection with the provision of the Visirun Service, of the type of Regulated User Data processed and the list of security measures implemented is located at https://www.verizon.com/about/privacy/description-processing-personal-data-verizon-connect;
(b) that if it is legally required to process Regulated User Data otherwise than as instructed by User, it will notify User before such processing occurs unless prohibited from doing so by law;
(c) to use commercially reasonable efforts to provide such assistance to User as User reasonably requires in order to comply with its obligations under applicable data protection laws, including the User's obligation to respond to requests by data subjects in the exercise of their rights; making available information and allowing for and contributing to audits (without prejudice to the Parties' respective audit rights and obligations set forth elsewhere in this Agreement), including inspections and information requests, conducted by User or an auditor mandated by User upon reasonable written notice of User and during regular business hours and in each case with all costs and expenses incurred being met by the User, in all such cases as necessary to demonstrate compliance with applicable data protection laws;
(d) to ensure that its personnel who have access to the Regulated User Data are bound by, and made aware of, their obligations of confidentiality with respect to protecting Regulated User Data;
(e) taking into account the state of the art and the costs of implementation, to implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk to Regulated User Data or data subjects, which shall include protecting Regulated User Data against accidental or unlawful destruction, loss, alteration, or unauthorised disclosure or access ("Personal Data Breach"); and
(f) without undue delay notify User in writing of any Personal Data Breach and keep User informed of related developments.
18.3.1 Subcontracting. User authorizes Visirun to subcontract the provision of the Visirun Service, or elements thereof, to the sub-processors, including Affiliates, notified to User. The terms of this clause will apply to any such subcontracts.
18.3.2 Sub-Processor Site. User accepts the method by which Visirun will inform User of its sub-processors, including Affiliates, and updates thereto, will be via www.verizon.com/about/privacy/current-sub-processors-and-affiliates-list ("Sub-processor Site"). User may subscribe to receive notifications of new sub-processors and of the Affiliates via the Sub-processor Site.
18.3.3 User Objection. User shall notify Visirun promptly in writing within ten (10) business days after receipt of the information via its publication on the Sub-Processor Site, if User objects to Visirun's use of a new sub-processor or Affiliate. In the event User puts forward a reasonable objection to a new sub-processor or to an Affiliate, Visirun agrees to engage in good faith discussions with User to address User's objection.
18.3.4 Subcontracts. Where Visirun subcontracts its data protection obligations in accordance with Clause 1.3.1 it will do so by way of a written agreement with the sub-processor that imposes the same material obligations on the sub-processor as are imposed on Visirun under clause 1.2 and which requires sub-processor to implement and maintain appropriate technical and organisational measures.
18.4 Activities outside the EEA. The User acknowledges that Visirun processes Regulated User Data mainly in Italy.. User acknowledges that certain of its sub-processors, including its Affiliates, are based outside of the EEA and that Regulated User Data may be collected, stored and/or processed in the US or other countries, as indicated at the following link https://www.verizon.com/about/privacy/description-processing-personal-data-verizon-connect, where applicable law in relation to privacy and the processing of personal data may differ from that in the EEA. The transfer of Regulated User Data to Affiliates located outside the EEA is regulated by the BCR Policy (as defined below) in compliance with clause 1.5.1 below, while with reference to transfers of Regulated User Data to Sub-processors located outside the EEA will be regulated adopting the other means provided by articles 45 and 46 of the GDPR. In addition to the above, Visirun will adopt the further measures necessary, under applicable binding data protection laws, to regulate the above-mentioned transfers of Regulated User Data outside the EEA.
18.5 Binding Corporate Rules. The User acknowledges and authorises Visirun to use the Affiliates who, acting as (further) sub-processors for the Visirun Service covered by the Contract in compliance with clause 1.3 above, are or may be established outside the EEA and that Regulated User Data may therefore be stored and/or processed in third countries. The Verizon group has adopted processor binding corporate rules in the form of the Binding Corporate Rules Processor Policy available at www.verizon.com/about/privacy/binding-corporate-rules (the "BCR Policy") in order to provide adequate safeguards for transfers of Regulated User Data from Visirun to Affiliates established outside the EEA. All Verizon Affiliates providing Visirun Service under this Agreement are subject to the BCR Policy.
18.6 Changes to BCR Policy. Visirun will comply with the BCR Policy in respect of any Regulated User Data transferred from any EEA Affiliate to any non-EEA Affiliate and notify User promptly if any changes to the BCR Policy are likely to have a substantial adverse effect on the obligations provided under clause 1.6.1 or otherwise prevents it from fulfilling the instructions received from User as set out in this Agreement or as otherwise mutually agreed between the Parties in writing. Upon receiving such notice User may elect to suspend the transfer of Regulated User Data; if User indicates its intention to suspend the transfer of Regulated User Data, the Parties shall negotiate in good faith to implement adequate safeguards to replace the BCR Policy.
18.7 Processing When Visirun Acts As A Controller. In relation to personal data provided by User at the time of the subscription of the Visirun Service (the "Provided Data"), Visirun acts as data controller and will process the Provided Data in compliance with applicable data protection laws and the terms of the privacy information notice located at https://www.verizon.com/about/privacy/international-policy-it (the "Policy").
18.8 User Obligations. User warrants that it will compliance in the performance of the Agreement with applicable data protection laws and, in particular, that:
(a) up to when the Regulated User Data and the Provided Data are transferred or made available to Visirun, it has processed them in accordance with applicable data protection laws and has not violated such data protection laws; and
(b) For the purposes of clause 1.6 User hereby undertakes to make available to data subjects upon request a copy of the Policy and/or this clause 1.7 save to the extent that it contains any sensitive or confidential commercial information in which case it will remove such information.
18.9 Effect of Termination - Regulated User Data. On termination of the Agreement Visirun will cease all processing of the Regulated User Data on behalf of User and, without prejudice to the User's right to download Regulated User Data in the manner and at the time defined in the Contract, delete the Regulated User Data or, if reasonably practicable to do so, return the Regulated User Data unless Visirun is subject to a legal requirement to store the Regulated User Data.