TERMS AND CONDITIONS (SAAS)

1. Content and Materialization

1.1. Object. These General Terms and Conditions apply to the making available by Fleetwork S.A. of software for use via internet (“Software as a Service”) and any services related thereto. The terms and conditions of the relevant offer (including any implementation plans related thereto, collectively “Quote”) apply additionally for the making available of the software products and services referred to therein. In case of a conflict between a provision of these General Terms and Conditions and a provision set forth in the Quote, the provision of the Quote shall prevail.

1.2. No deviating provisions. Deviating or additional provisions shall only apply if explicitly agreed upon in writing.

1.3. Future transactions. In case of an ongoing business relationship the following provisions shall also apply to future transactions of the parties.

1.4. Effective Date. The agreement comes into effect on the date of the customer’s countersignature of a Quote provided by (“Effective Date”).

2. Services of Fleetwork

2.1. Right to use / modules. Subject to the availability stated in the Quote and the availability stated in section 2.2 below, Fleetwork makes available the software product described in the Quote), (“Software“), for use via internet (“Service“). The functionalities of the Software are divided into modules. Unless provided otherwise in the Quote, ordering the basic module is necessary for use of the Service. Additional modules (“Add-on Modules”) may be ordered optionally. Fleetwork grants to customer a non-exclusive, non-sublicensable and non-transferable right to use the Software via browser and internet connection solely for the purpose of the Quote for the term of the Service. Such right of use is restricted to business use only. Fleetwork shall provide access to the Service at the IT-provider router’s exit. The customer is responsible for an internet connection between the customer and the IT provider, and the required hard- and software (e.g. PC, power supply, browser). The customer’s right to use the Service is limited to the number of booked units (e.g. number of vessels managed through the Service). The units are described in the Quote. Fleetwork does not render its services to consumers but exclusively to business customers.

2.2. Availability. Unless provided otherwise in the Quote, Fleetwork provides availability of the booked Service at the network transfer point connecting to the internet at 99.9 % per calendar month. Should maintenance works require a temporary suspension of the Service, Fleetwork shall endeavour to inform the customer thereof in time.

2.3. Installation. Fleetwork shall perform the initial setup of the modules ordered by the customer and provide the customer with the relevant access data. The customer is responsible for the further setup of the Service (individual settings or import of data). Fleetwork is not obliged to make any amendments of the Service, especially a modification of the standard service to meet individual needs of the customer. Such amendments are subject to an additional agreement and fee. Fleetwork shall make available to the customer the installation files of the Fleetwork Ship Client. The installation will be done by Fleetwork. The Service will be made available to the Customer for use through the domain fleetwork.app. If the customer wishes to use another domain, the customer shall be responsible for obtaining such domain and a security certificate related thereto and shall bear any costs associated therewith.

2.4. Support. Fleetwork shall provide a free of charge online support in case of technical problems of the Service. Such support does not include general training of customer staff, configuration of the Software, import of customer data or customisation of the Software. The support shall be rendered via email support@fleetwork.atlassian.net, and web portal. Fleetwork is not obliged to render personal or phone support. Online support shall be performed on business days from Mondays to Fridays from 9 a.m. to 5 p.m. EET, excluding Greek public holidays and the 24th and 31st of December. Fleetwork shall provide a first response during such support hours within 4 hours.

2.5. Amendment of Service. Fleetwork may amend the Service (including its system requirements) due to technical or economic changes in the relevant markets or in case of other important reasons, including amendments due to a necessary adaption to new legislation or jurisdiction, changed technical general conditions (such as new browser versions or technical standards, essential changes of the then used infrastructure and platform services, currently Amazon Web Services, see below section 2.6, protection of the system’s security, or (iv) the further development of the Service (shutdown of old functions and appropriate replacement thereof by new functions). Fleetwork will notify the customer in due time via email of changes that may significantly affect customer’s interests (regularly 2 weeks before the change takes place). Customer acceptance of such changes is assumed, unless customer objects in writing or via email within two weeks as of customer’s receipt of the notification of such changes. Fleetwork shall explicitly point out this legal consequence when notifying the customer of the changes. In case of customer’s objection to the announced changes, both parties have the right to terminate the agreement within 2 months as of Fleetwork’s receipt of the customer’s notification, subject to a notice period of 2 weeks to the month’s end.

2.6. Sub-contractors; Amazon Web Services

Fleetwork is entitled to engage qualified subcontractors for the provision of the Service. The customer is aware of the fact and agrees that Fleetwork engages Amazon Web Services EMEA SARL based in Luxembourg (“AWS Europe”) as a subcontractor for the provision of its Service. Fleetwork uses the infrastructure and platform services of the AWS Europe, e.g. for providing server and computing capacities, data storage and databank services (collectively “AWS”). Fleetwork uses AWS A in accordance with Amazon Web Services   service terms (https://aws.amazon.com/service-terms/.

2.7. Storage; Other services. Subject to the availability set forth in Section 2.2 above, Fleetwork shall make available to the customer, for use through the internet, together with the Software, storage space as is required for customary use of the Software. Fleetwork has booked from Amazon Web Services the following services with respect to the Software and storage:

Hosting services

Worker services

Database services

File storage services

as well as other services which are required for the making available of the Software. If Fleetwork replaces the provider by another provider or provides these cloud services itself, Fleetwork will provide (through another subcontractor or itself) equivalent services. Subject to an agreement and additional fees, the customer may upon the customer’s request receive additional services.

3. Remuneration; Default

3.1. Fee structure.

In consideration of the use of the Service during the term of this agreement, the customer owes the fees stated in the Quote. The fees (for each module) consist of a flat installation fee per vessel client, a fixed monthly basic fee and / or a monthly user fee per user unit (ship), which has been booked and/or used by the customer. In addition, Fleetwork will, subject to a separate agreement, charge extra fees for additional services. The monthly basic fee includes fees for use of the Software, maintenance, the storage space as well as backups of the data and shall be charged regardless of the number of ships. The monthly fees will be paid every quarter as defined below in Section 3.5.

3.2 Adding modules or user units. The number of booked user units (ships) or additional modules (including a change to an upgraded service package) may be increased at any time. The customer shall notify Fleetwork of such increase in writing. Such increase shall become effective upon Fleetwork’s receipt of such notification and the making available of the additional Service.

3.3. Reduction of user units for cause. The customer may reduce the number of user units during the term of the agreement, if, and to the extent that, a ship (user unit) shall not be managed by the Software anymore, because a third party has acquired from the customer such ship. The same applies if, and to the extent that, a ship shall not be managed by the Software anymore, because a management agreement covering such ship has been terminated or has expired. The customer shall notify Fleetwork of such event in writing and, upon Fleetwork’s request, prove to Fleetwork that the requirements for a reduction of user units are met. The reduction shall become effective no earlier than on the first day of the accounting quarter (as defined in section 3.5) which succeeds the accounting quarter in which Fleetwork has received from customer written notification and proof that the requirements for a reduction are met.

3.4 Unilateral increase of fees. Fleetwork may amend the fees for the Service in order to compensate for a rise in staff and general costs, but not before expiry of 12 months as of the Effective Date and only once every 12 months. Fleetwork shall inform the customer in writing about such change at least 6 weeks before such change comes into effect. If an increase in fees within one year exceeds 5 %, the customer has the right to terminate this agreement in writing upon 2 weeks notice to the date the increase comes into effect.

3.5. Payment Terms. The installation fee is due for payment at the Effective Date. The monthly basic fees and user fees are due for payment quarterly in advance for a calendar quarter. These fees are for the first time due for payment on the first day of the Initial Term (as defined in section 9.1). If that day is not the first day of a calendar quarter, the fees shall be calculated pro rata temporis from such day until the end of the calendar quarter and shall thereafter be due for payment in consecutive quarterly intervals in advance (e.g. if first day of Initial Term is 1 February, fees shall be due on 1 February, 1 April, 1 July etc.). If during a quarter already charged the customer orders additional modules or user units in accordance with section 3.2, Fleetwork will invoice any under-charged amount separately. The customer may not reduce user units within an accounting quarter and is not entitled to a respective reimbursement.

3.6. Electronic Invoices. Fleetwork delivers invoices to the customer electronically.

3.7. Payment term. Unless provided otherwise in the Quote, payment for other fees but installation fees, basic fees and user fees as set forth in section 3.5 above, shall be due within 14 days as of receipt of the invoice.

3.8. Net prices. All prices quoted by Fleetwork are exclusive of value-added tax. Value added tax (if any) shall be borne by the customer at the applicable statutory rate.

3.9. Obligation to pay. As a matter of clarification, irrespective of an allocation of certain payments to specific ships or respective ship management entities (if any), the customer shall remain fully liable for payment of any fees owed under this agreement.

3.10. Default of payment. If the customer is in default with (i) payment of quarterly fees or a not only insignificant part thereof for two consecutive due dates, or (ii), for a period extending over two months, with an amount of at least twice the monthly fees, Fleetwork may, after having given a warning and granting a grace period via email of no avail, either suspend access to the Service or terminate the Service immediately. During the period of suspended Service the customer is not able to access the data stored as part of the Services. Fleetwork’s rights under this section do not affect Fleetwork’s right to terminate for good reason. In case of default Fleetwork is entitled to charge statutory interest. Fleetwork explicitly reserves the right to claim further damages.

4. Customer obligations

4.1. Data backups. The customer is obliged to regularly export his own data and make security copies or print and retain the relevant data.

4.2. Tax relevant data. The customer is obliged to retain all tax relevant data in accordance with statutory law (especially regarding commercial and tax laws). 

4.3. Lawful Use. The customer shall use the Service only in accordance with the agreement and the relevant statutory provisions. The customer shall in particular comply with data protection, competition and copyright laws. The customer shall not import damaged or illegal data or misuse the Service in any way.

4.4. System requirements and obligation to cooperate. There are no hardware or software requirements for using the Cloud version. For Fleetwork Ship Client: A PC or laptop with 4 CPU cores, 16GB RAM and Hard Drive 512GB minimum, Windows 11 Pro with connectivity to the internet for data transfer and remote support. The software installation will be done by FleetWork S.A. Should the company have the option of using Virtual Machines, the same hardware requirements should be provided and also a Windows 11 Pro license by the customer. The customer shall comply with all such system requirements. The parties may agree separately on other provisions by customer, as well as on other requirements and customer obligations to cooperate. The customer shall ensure that all billing data, including, without limitation, changes of address, bank account details and additions of more user units, are kept up to date.

4.5. Marketing. After successful implementation of the Software Fleetwork may use the customer logo on the website www.fleetwork.io, and issue a press release and additional publications upon agreement with the customer. These publications may include the name of the customer, an overview of the modules booked by the customer, the date of start of use and the size of the fleet.

5. Customer Data and Data Protection

5.1. Customer data. The data uploaded by the customer to the Service and the data generated by the customer thereby and attributable to customer (“Customer Data”) belong to the customer. Fleetwork shall keep customer data confidential.

5.2. Commissioned Data Processing. To the extent that Customer Data contain personal data the following applies: Fleetwork shall process Customer Data as a data processor on behalf of and according to the instructions given by the customer and exclusively for the provision of the Service and any other product or service owed to the customer under this agreement. The customer shall be responsible as a controller for the collection, processing and use of Customer Data with the relevant statutory provisions, in particular, if applicable, the General Data Protection Regulation (GDPR) and the Law 4624/2019. More details are governed by a separate agreement on commissioned data processing as concluded by the parties.

6. Remedy of defects

The customer shall report to Fleetwork any defect of the Service, or of any other product or service owed by Fleetwork to the customer hereunder, without undue delay (“Error Report”). The Error Report shall contain a detailed and comprehensible specification of type and circumstances of the defects. Fleetwork shall remedy the defects within a reasonable period. If the cause of the defect can only be remedied at disproportionate expenses and the usability of the Service is not significantly affected, Fleetwork is entitled to circumvent the defect by a work around solution.

7. Indemnification

7.1. Obligation to Indemnify. If third parties (including public adminstration) seek claims against Fleetwork based on allegations that the customer has violated contractual or legal duties (i.e. uploading illegal data, violating competition or other laws) the customer shall hold Fleetwork, its parents, subsidiaries, affiliates, successors, assigns, and the officers, directors, employees and other personnel, shareholders and agents of each them, harmless from such claims and any costs incurred by Fleetwork on the grounds of the allegation of claims (including reasonable attorney fees), and reasonably support Fleetwork net legal defence.

7.2. Requirement for the obligation to indemnify. The obligation to indemnify according to section 7.1. is subject to the condition that Fleetwork notifies the customer in writing of such claims, does not make any admission or offer to settle the claim without the customer’s consent and grants the customer sole conduct of the defense of any such claim in or out of court at customer’s expense.

8. Limitation of Liability

8.1. Exclusion of liability in certain cases. Fleetwork is liable for damages caused 

a) by gross negligence or intent or, 

b) by slight negligence and due to violation of a duty the performance of which is necessary to adequately perform the agreement, and in the performance of which the customer may trust.

In all other cases Fleetwork’s liability irrespectively of the legal basis is excluded except for cases of damages due to injury to life, body or health of a person, an explicit guarantee, malicious non-disclosure of defects, or claims under the Greek product liability law. Guarantees by Fleetwork are only valid when given in writing and explicitly designated as such.

8.2. No liability without fault. A liability without fault for defects that already existed on the Effective Date shall be excluded, unless such defect relates to an expressly guaranteed feature or specification, or Fleetwork has maliciously concealed the defect.

8.3 Limitation of amount. In case of section 8.1.b) as well as in case of gross negligence of non-executive staff and agents of Fleetwork (i.e. no organs or executive staff) Fleetwork’s liability is limited to the typically foreseeable damages for this type of agreement.

8.4. Employees and Representatives of Fleetwork. The limitations of liability set forth in sections 8.1 through 8.4 shall also apply to claims against employees and representatives of Fleetwork.

9. Duration and Termination

9.1. Duration. This agreement enters into effect on the date on which this agreement is signed by the parties, or if signed on separate days, the date of the last signature. Unless set forth otherwise in the Quote or agreed upon otherwise, the following applies to the (billable) duration of the Service: The initial term of the Service is 12 months as of the start date as set forth in the Quote (“Initial Term”) and shall automatically be extended for 12 month terms (“Extended Term(s)”), unless either party terminates the Service upon three month written notice to the end of the Initial Term or Extended Term. This does not affect the statutory right of termination for good cause.

9.2. Data at termination of this agreement. After termination of the agreement the customer has no access to the Customer Data. Upon the customer’s request, Fleetwork shall provide to customer the Customer Data via CSV file within 5 working days. Fleetwork shall automatically delete all Customer Data completely and permanently 4 weeks after termination of the agreement or earlier upon customer’s request except to the extent that statutory laws require Fleetwork to retain certain Customer Data. Deviating provisions regarding the release of Customer Data (e.g. regarding time, format, documentation or migration) are subject to a separate agreement and fees. This section 9.2 also applies for data stored in a module in case of cancellation of individual modules. The above provisions of this section 9.2 shall not affect any agreements made by the parties on the deletion or return of personal data, in particular, without limitation, respective provisions in an agreement between the parties on commissioned data processing.

10. Miscellaneous

10.1 Applicable law. The agreement is subject to Greek law with the exception of any conflict of laws rules that might lead to the application of the laws of another jurisdiction. UN sales law (“CISG”) does not apply.

10.2. Place of jurisdiction. The courts of Athens, Greece, shall have exclusive jurisdiction over all legal disputes arising out of or in connection with the agreement. However, Fleetwork is entitled to initiate proceedings at any other statutory place of jurisdiction.

10.3. Assignment. Neither party may assign this agreement, in whole or in part, without the prior written consent of the other party; provided that either party may assign or transfer its rights and obligations under this agreement to an entity that acquires all or substantially all of its business or assets, whether by sale, merger, operation of law or otherwise. Any assignment in violation hereof shall be void ab initio and of no effect. Subject to the foregoing, the agreement is binding upon, inures to the benefit of, and is enforceable by the parties and their respective successors and assigns.

10.4. Amendment of General Terms and Conditions. Fleetwork may amend these General Terms and Conditions upon one month written notice (including notices via email) to the customer. The amendments shall be deemed having been approved by the customer and apply as of their effective date proposed by Fleetwork, unless the customer has notified Fleetwork of its disapproval prior to their proposed date of entry into force. Fleetwork shall expressly draw the customer’s attention to such implied consent in its notice. In the event of the customer’s notice of disapproval, these General Terms and Conditions shall continue to apply as between Fleetwork and the customer without any changes.

10.5. Severability. Should parts of this agreement be invalid or become invalid in the future, the other provisions of the agreement will remain in full force. The invalid provision shall be replaced by a valid provision which, if taking account of the purpose of the agreement, comes commercially closest to what the parties would have reasonably agreed. The same applies in case of a contractual gap.








FLEETWORK S.A.
Agamemnonos 6, Chalandri 15231, Athens, Greece, VAT 997956291 | www.fleetwork.io