There are a few legal documents that are central to us and to our customers. To make it easy to find the information you’re looking for, we’ve assembled them here, in one place.
Updated on October 2020
Sub-processors engaged in the processing of personal data on behalf of the Customer in connection with Avrios’s software-as-a-service products for fleet and mobility management.
Avrios Germany GmbH
Avrios Poland sp. z o.o.
Amazon Web Services
Google Cloud Services
Qidenus Group GmbH
Effective date: December 1st, 2020
(i) visit our websites (regardless of where you visit it from),
(ii) request information about and evaluate our services,
(iii) request or create a customer account on the Avrios Platform
(iv) apply for a job or
(v) otherwise communicate, interact, or enter into a business relationship with us.
It tells you about your privacy rights and how the law protects you in accordance with the Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679 (GDPR).
The Avrios Group includes Avrios International AG, a limited company registered in Switzerland under company number CHE-480.579.000 and with registered offices at Weststrasse 50, 8003 Zurich, Switzerland, and its subsidiaries (currently: Avrios Germany GmbH and Avrios Poland sp. z o.o.).
In respect to our websites, the responsible legal entity and data controller is Avrios International AG..
Scope and applicability
Where personal data about you is uploaded or managed via a Customer Account on the Avrios Platform, we are not the controller of that personal data but a processor. In those circumstances we process such personal data in accordance with the agreement between us and the organization associated with the respective Customer Account and as per the instructions of such organization.
Our websites and the Avrios Platform may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy policies and practices.
It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us.
2. Which data do we collect
Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).
We may collect, use, store and transfer different kinds of personal data about you and your organisation depending on the Avrios services you use and your relationship with us. We may process the following categories of information:
Identity Data includes first name, maiden name, last name, marital status, title, date of birth, and gender.
Contact Data includes address, email address, and telephone numbers.
Professional Data includes your company name, title, role, team, and other information about your profession.
Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform, and other technology on the devices you use to access our websites or the Avrios Platform.
Profile Data includes usernames and passwords, purchases or orders made by you, your interests, preferences, feedback and survey responses.
Usage Data includes information about how you use our websites and the Avrios Platform.
Marketing and Communications Data includes your preferences in receiving marketing from us and your communication preferences.
Employment Data includes your current and past employment experience, qualifications, skills, interests and any other information disclosed by you in relation to an application for a job within Avrios.
We also collect, use and share “Aggregated Data” such as statistical or demographic data for any purpose. Aggregated Data could be derived from your personal data but is not considered personal data in law as this data will not directly or indirectly reveal your identity.
We do not collect any “Special Categories of Personal Data” about you such as details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic and biometric data. Nor do we collect any information about criminal convictions and offences. Our websites and services are not intended for children and we do not knowingly collect data relating to children.
3. How is your personal data collected?
We use different methods to collect data from and about you including through:
Direct interactions. You may give us your personal data by filling in forms on our websites or by corresponding with us by post, phone, email or otherwise. This includes personal data you provide when you:
apply for our services;
request or create an account on our website;
subscribe to our services;
meet with one of our employees;
participate in an event which we have organised;
apply for a role at Avrios;
request marketing to be sent to you; or
give us feedback or contact us.
Third parties or publicly available sources. We may receive personal data about you from various third parties, including:
Technical Data from the analytics providers such as Google;
Employment, Identity and Contact Data from third party recruitment agencies;
Marketing and Communications Data from respective data service providers.
4. Purposes for which we will use your personal data
We will only use your personal data when the law allows us to.
Most commonly, we will use your personal data in the following circumstances:
where we need to comply with a legal obligation;
where we need to perform the contract we are about to enter into or have entered into with you or your organisation;
where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests; and/or
where you have given us explicit consent to do so;
Typical cases for which we may use your personal data include:
to set up your customer account and manage your user credentials;
to manage our relationship with you including notifying you about changes to our terms or policies,
to enable you to complete a survey or give feedback;
to administer and protect our business, websites and software (including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data);
to deliver relevant content to you and measure or understand the effectiveness of the content we serve to you;
to perform analytics to improve our website, products/services, marketing, and customer relationship experiences;
to make suggestions and recommendations to you about services that may be of interest to you;
to publish your testimonials about our services on our website and in our marketing materials;
to process applications for roles at Avrios.
Note that we may process your personal data for more than one lawful ground depending on the specific purpose for which we are using your data.
Generally, we do not rely on consent as a legal basis for processing your personal data.
However, we will not send you any marketing communications and we will not share your personal data with any third party for marketing purposes without your prior explicit opt-in.
You have the right to withdraw consent to marketing by following the opt-out links on any marketing message sent to you or by contacting us at any time.
5. Disclosures of your personal data
We may share your personal data with the parties set out below:
Avrios group companies.
Third party service providers who perform a variety of services on our behalf in accordance with this policy (IT service providers and system administrators, third parties who host and manage data or provide programming or technical support, deliver our products and services, conduct reference checks on candidates on our behalf, etc.).
Professional advisers including lawyers, bankers, auditors and who provide consultancy, banking, legal, insurance and accounting services.
Third-party analytics partners to analyse website traffic and understand user or customer needs and trends or our third-party marketing service providers to help us to communicate with users or customers.
Third parties if we are required to do so by law, or if we believe that such action is necessary to: (i) fulfil a government, or regulatory authority request; (ii) conform with the requirements of the law or legal process; (ii) protect or defend our legal rights or property, our websites, users or customers.
Other third parties subject to you prior consent.
We require all third parties to respect the security of your personal data and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions.
6. International transfers
Some of our external third parties may be based outside the EEA so their processing of your personal data may involve a transfer of data outside the EEA.
Where we transfer your personal data to countries outside the EEA that have not been deemed to provide an adequate level of protection for personal data by the European Commission we will undertake to incorporate contractual clauses approved by the European Commission which give your personal data the same protection it has in Europe.
7. Data security
We have put in place appropriate technical and organisational measures to prevent your personal data from being accidentally lost, used, altered, disclosed or accessed in an unauthorised way.
We limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. Those will only process your personal data on our instructions and they are subject to a duty of confidentiality.
We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.
8. Data retention
We will only retain your personal data for as long as reasonably necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, regulatory, tax, accounting, or reporting requirements. We may retain your personal data for a longer period in the event of a complaint or if we reasonably believe there is a prospect of litigation in respect to our relationship with you.
To determine the appropriate retention period for personal data, we consider the amount, nature and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal, regulatory, tax, accounting or other requirements.
By law we have to keep basic information about our customers (including Contact and Identity Data) for six years after they cease being customers for tax purposes. In some circumstances we will anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes, in which case we may use this information indefinitely without further notice to you.
In some circumstances you can ask us to delete your data as per the provisions in the following sections.
9. Your legal rights
You have the right to:
Request access to your personal data (commonly known as a “data subject access request”). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.
Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.
Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in the following scenarios:
You want us to establish the data’s accuracy.
Our use of the data is unlawful but you do not want us to erase it.
You need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims.
You have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.
Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
Withdraw consent at any time where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.
Usually no fee required
You will not have to pay a fee to access your personal data or to exercise any of your rights listed above. However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we could refuse to comply with your request in these circumstances.
What we may need from you
We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.
Time limit to respond
We aim to respond to all legitimate requests within one month. Occasionally it could take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.
10. Contact and Complaints
You have the right to make a complaint at any time to the applicable data protection supervisory authorities in the EU/EEA/Switzerland. You can find the list of the EU data protection authorities here. We would, however, appreciate the chance to deal with your concerns before you approach such authorities, so please contact us in the first instance.
Effective date: December 1st, 2020
What is a Cookie?
Cookies cannot run programs or transmit viruses to your computer.
The length of time a Cookie stays on your computer depends on whether it is a “Persistent Cookie” or a “Session Cookie”. Session Cookies are automatically deleted at the end of a browser session. Persistent Cookies are stored and remain valid until they expire or are deleted by the user before that date.
What types of Cookies is Avrios using and why?
Below the different types of Cookies used on our websites are listed. These tables are subject to change and will be updated from time to time.
Required cookies. “Required Cookies” are necessary for basic website functionality. Examples of these are Session Cookies needed to transmit the website, authentication Cookies, and security Cookies. Because Required Cookies are essential to operate our sites, it is not possible to opt-out of these Cookies.
Functional Cookies. We use “Functional Cookies” to improve the performance of our websites or to provide you with more relevant communication. Functional Cookies include Cookies used to analyse website traffic, Cookies to do market research or Cookies used to display advertising that is not directed to a particular individual. For instance, we use Functional Cookies to remember whether you are registered to our newsletter so that we can display information on our websites that might only apply to subscribed and/or unsubscribed users. We may use third-party technology (e.g. Google Analytics) to set Functional Cookies. It helps us analyse how our websites are used, including the number of visitors and the pages on our websites to which visitors navigate.
The majority of the data which we collect by Cookies is anonymous, hence it does not allow us to personally identify a user. However, Cookies may allow us to detect browsing patterns and approximate geographical location to improve your experience. Furthermore, it is possible that the personal information that we may have retrieved and stored about you is connected to the information obtained from Cookies.
How can you accept or decline Cookies?
Questions, requests and further information
Customer Terms of Service for the Avrios Platform (“Customer Terms”)
These Customer Terms of Service (the “Customer Terms”) describe your rights, responsibilities, and obligations when using the Avrios software-as-a-service solutions for fleet and mobility management (the “Avrios Platform”). Unless you have entered into an individual written agreement with us, your access to and use of the Avrios Platform is governed by these Customer Terms.
All “Authorized Users” who access and use the Avrios Platform on your behalf (e.g. fleet managers) must comply with our User Terms of Service (the “User Terms”).
“Avrios”, “we,” “our” and “us” means Avrios International AG, a limited company with registered office at Weststrasse 50, 8003 Zurich, Switzerland, and registered number CHE-480.579.000, and, where appropriate, our affiliate companies within our group.
A “Customer” is a legal entity, represented by an individual who works for that entity, that enters into a legally binding contract with us (by way of creating an account or signing an “Order Form” subject to the Customer Terms) regarding the access to and the use of the Avrios Platform as further described below (the “Agreement”). We may use “you” as a synonym for Customer.
Any individual creating a Customer Account, subscribing to a Paid Plan, or signing an Order Form, hereby represents to have the required authority to enter into and bind the Customer to these Customer Terms.
1. Use of the avrios platform
Each Customer requires a “Customer Account” in order to access and use the Avrios Platform. You either create a Customer Account through our self-service interface or we set up a Customer Account on your behalf and provide you with the login information.
You may add or remove “Authorized Users” to or from your Customer Account at any time and at your discretion. Authorized Users are individuals associated with your organisation who are authorized by you to access and use the Avrios Platform on your behalf.
We require each Authorized User to agree to the User Terms upon initial log-in and whenever we have made material changes to the User Terms. We reserve the right to amend or update the User Terms at our discretion at any time, provided that those changes do not unreasonably limit the functionality of the Avrios Platform or your rights under this Agreement.
It is your responsibility to ensure that (i) your Authorized Users comply with the Agreement and the User Terms and that (ii) all login details are kept secure and updated when Authorized Users are changed.
Authorized Users may upload content to the Avrios Platform, such as information about vehicles or drivers (“Customer Data”). We are not responsible for the content of any Customer Data or the way your or your Authorized Users choose to use the Avrios Platform to store or process such Customer Data. You warrant that you have all permissions required by law to process the Customer Data within the Avrios Platform.
It is your responsibility to set the controls in the Avrios Platform so that particular Customer Data is accessible only by, and may be changed only by, those individuals whom you intend to have access to or to be able to change it.
1.2 Technical Requirements
The access and use of the Avrios Platform requires (i) an internet connection with sufficient bandwidth which is outside the scope of the Agreement and not our responsibility and (ii) an internet browser (information on the currently supported browsers and versions can be found on our website). To use Driver License Check, it is required that drivers have both a smartphone with a camera featuring autofocus and an email address or mobile phone number. To access our compliance tools, drivers need a computer with internet connection.
1.3 Free Plan
We offer a basic version of the Avrios Platform free of charge (“Free Plan”). We are entitled to change the scope and specifications of the Free Plan any time and at our discretion, including the discontinuation of the Free Plan, without any liability to you whatsoever. You may terminate your access to the Free Plan and close your Customer Account at any time by notifying us in accordance with this Agreement.
1.4 Paid Plans and Services
1.4.1 Subscriptions and auto-renewal
Certain features of the Avrios Platform and related services and service levels are subject to a fee and require you to purchase one of our “Paid Plans”. By signing up for a Paid Plan (through our self-service interface or by signing an “Order Form”) you enter into a “Subscription” as per the provisions of this Agreement and the respective Paid Plan. Subscriptions commence on the “Subscription Start Date” as determined by the Paid Plan you have chosen to subscribe to or as agreed upon in an Order Form. Unless terminated in accordance with the applicable notice period or otherwise in accordance with this Agreement, a Subscription automatically renews at the end of a subscription period and continues for another subscription term (each a “Renewal Term”) of twelve (12) months or as otherwise agreed in an Order Form, save that any Subscriptions under our monthly Plans renew on a month by month basis.
1.4.2. Onboarding services
Some of our Paid Plans include certain “Onboarding services” such as assistance with uploading your Customer Data to the Avrios Platform or user training as further specified in the provisions in the respective Paid Plan. Onboarding Services are a non-recurring one-off service and typically performed during the first weeks of an initial Subscription term.
1.4.3 Professional Services
We may agree under an Order Form or separate “Statement of Work” for you to purchase certain Professional Services (including configuration, implementation, customisation, and training services) as set out in that applicable Order Form or Statement of Work.
To the extent required to use the Avrios Platform, we grant you a non-exclusive, non-transferable right to use the relevant intellectual property rights related to the Professional Services during the Subscription term.
1.4.4 Fees and payment terms
Unless stated otherwise in an Order Form or Statement of Work, any fees for Subscriptions, Onboarding Services, or Professional Services must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Agreement, fees paid are non-refundable.
For some of the Paid Plans available via our self-service interface, we only accept credit card or direct debit as a payment method. In these cases, payments are due upon the Subscription Start Date. Where we accept bank transfers, payments are due within fourteen (14) days of the invoice date.
If you choose to downgrade from a Paid Plan to our Free Plan, you will remain responsible for any unpaid fees under the Paid Plan, and services under the Paid Plan will be deemed fully performed and delivered upon expiration of the active Subscription term of the Paid Plan.
All fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes (collectively, “Taxes”), which, if applicable, shall be payable by Customer in addition. Where required by law we will reverse charge any value-added tax (VAT) to our non-Swiss Customers.
Any credits that may accrue to your Customer Account, will expire following expiration or termination of the Agreement, will have no currency or exchange value, and will not be transferable or refundable.
1.4.6 Account Suspension or Downgrade for non-payment
If any fees owed to us by you (excluding amounts disputed reasonably and in good faith) are not paid on the due date for payment, we may, without limiting our other rights and remedies, suspend your and your Authorized Users’ access to your Customer Account or downgrade any Paid Plan to our Free Plan until those amounts are paid in full, so long as we have given you ten (10) or more days’ prior notice that we intend to take such action.
2. Our warranties
We will operate the Avrios Platform and perform any applicable Onboarding Services and Professional Services under the Agreement using reasonable care and skill, in accordance with good industry practice and in a good workmanlike manner.
We are constantly improving and updating the Avrios Platform and strive to provide you with new and innovative features and services. You will always have access to the latest version of the Avrios Platform within the scope of any Paid Plan you may have subscribed to.
We may from time to time update or modify certain elements of the Avrios Platform and you agree that a key characteristic of our service is that changes to the Avrios Platform will take place over time and this is an important basis on which we grant you access to the Avrios Platform.
We provide the Avrios Platform on an “as is” and “as available” basis and we do not warrant that the Avrios Platform will operate uninterrupted or error-free.
The express undertakings and warranties given by us in this Agreement are in lieu of all other warranties, conditions, terms, undertakings and obligations on the part of Avrios, whether express or implied by statute, common law, custom, trade usage, course of dealing or in any other way. All of those are excluded to the fullest extent permitted by law.
If the services carried out by us under the Agreement do not comply with the warranties in this section, we will use reasonable endeavours to re-perform the affected service or will provide you with an alternative means of carrying out the task. That successful re-performance or the provision of the alternative means shall be your sole and exclusive remedy for any breach of the warranties in this section.
3. Our obligations
3.1 Availability of the Avrios Platform
We will use commercially reasonable efforts to ensure that the Avrios Platform is available for use 24 hours a day, 7 days a week, excluding downtime for maintenance purposes.
We will usually plan and carry out maintenance of the Avrios Platform outside of business hours. You may register with us to stay informed about any scheduled maintenance activities, but it may be necessary from time to time to suspend use of the Avrios Platform at any time to carry out emergency maintenance.
Some of our Paid Plans include certain uptime commitments. If we fall short of any uptime commitment as set out in a Paid Plan, you agree that your sole and exclusive remedy for our failure to operate the Avrios Platform as per the committed availability level shall be “Service Credits” as defined in such Paid Plan.
We exclude any liability for unavailability or downtime of the Avrios Platform due to (i) customer-caused or third party-caused outages or disruptions (except to the extent that such outages or disruptions are caused by those duly authorised third parties sub-contracted by Avrios to support the operation of the Avrios Platform), or (ii) outages or disruptions attributable in whole or in part to force majeure events.
3.2 Processing of Customer Data
3.2.1 Personal Data
The following definitions apply:
the terms “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data” and “Processing” bear the respective meanings given them in EU Regulation 2016/679 (“GDPR”); and
“Data Protection Laws” means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of personal data including: (i) The Swiss Federal Act on Data Protection (ii) GDPR; (iii) any laws or regulations ratifying, implementing, adopting, supplementing or replacing the GDPR (including, in the UK, the Data Protection Act 2018 and (to the extent in force) the UK GDPR as defined in The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (“UK GDPR“)); and (iv) any laws and regulations implementing or made pursuant to EU Directive 2002/58/EC (as amended by 2009/136/EC) (including, in the UK, the Privacy and Electronic Communications (EC Directive) Regulations 2003); in each case, as updated, amended or replaced from time to time; and
“Customer Personal Data” means any personal data provided by or on behalf of Customer and as included in Customer Data.
Each party to the Agreement will comply with the provisions and obligations imposed on it by the Data Protection Laws when processing Personal Data in connection with this Agreement.
Where we process Customer Personal Data, we will: (i) comply with the provisions and obligations imposed on a Processor by the GDPR, including the stipulations set out in Article 28(3)(a)-(h) which form a part of, and are incorporated into, this Agreement as if they were set out in full, and the reference to “documented instructions” in Article 28(3)(a) will include the provisions of this Agreement; and (ii) not disclose any Personal Data to a third party other than at your written request or as expressly provided for in this Agreement.
If we receive any complaint, notice, or communication which relates to the processing of Personal Data by us in connection with this Agreement, or to either party’s compliance with the Data Protection Laws, or if any Personal Data processed in connection with this Agreement is subject to a personal data breach (as defined in the GDPR), we will notify you without undue delay and provide you with reasonable cooperation and assistance in relation to any such complaint, notice, communication, or personal data breach.
We may engage Avrios´ affiliates and third parties as sub-processors to process Personal Data for the purpose of performing the services under this Agreement. A current list of our third party sub-processors is available on our website. We have entered into a written agreement with each sub-processor containing data protection obligations and processing of Personal Data not less protective than those stipulated by this Agreement.
We may engage new third party sub-processors, and will provide notice and details of any such third-party sub-processor in advance of any changes. You are required to register with us to receive such notifications.
You will have 14 days from our notification to you, to notify us of any grounds for objection to such change. If you do not notify us of any objection within that 14 day period, you will be deemed to have accepted the new third party sub-processor. If you have reasonable grounds for objection, we will in good faith discuss and agree on a way to provide the services without the offending sub-processor. If we cannot agree on a way forward, you may terminate this Agreement with 30 days’ written notice to us without penalty.
You acknowledge that we will, from time to time, undertake analysis of Customer Data to constantly improve the quality of our Avrios Platform and for the purpose of providing anonymous aggregate benchmarks and comparisons to all of its users.
3.3 Onboarding and Support Services
Our online and virtual support resources are available to all Authorized Users free of charge. Additional Support Services (like chat, email, phone) and individual Onboarding Services are only available to subscribers to a Paid Plan and subject to the provisions and service level commitments of the respective plan.
3.4 Third-party failure
We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Avrios Platform may be subject to limitations, delays and other problems inherent in the use of such communication facilities.
3.5 Third-party websites
Links to third party websites may be presented to Authorized Users through the Avrios Platform and cause an Authorized User to leave the Avrios Platform when activating such a link. We have no responsibility for the content of those third-party websites and it is your responsibility to check the terms of those third-party websites.
4. Customer obligations and warranties
You represent and warrant that the individual creating a Customer Account and accepting this Agreement has the legal capacity to enter into this Agreement and is duly authorised to do so. You represent and warrant that you have all necessary licences and permissions to enter Customer Data into the Avrios Platform and that you and your Authorized Users shall use the Avrios Platform in accordance with all applicable laws, this Agreement and the User Terms.
You agree that you and your Authorised Users shall not use the Avrios Platform to (i) commit crimes or violations of legal provisions or to promote the same; (ii) to store, transmit or disseminate a virus; (iii) to store or send material which is malicious or technologically damaging or contrary to the principle of good faith or is otherwise illegal, offensive or obscene; (iv) to hack into parts of the Avrios Platform; (v) to corrupt data; (vi) to cause disruption to other users; (vii) to violate the intellectual property rights of others; (viii) to send unsolicited advertising or marketing material; or (ix) to try to influence the performance or functionality of the Avrios Platform or other IT systems accessible through the Avrios Platform.
5. Ownership and proprietary rights
For the duration of the Subscription, we grant you and your Authorized Users the non-exclusive, non-transferable, non-sublicensable, revocable right to access, interact with, and use the Avrios Platform subject to compliance with the terms of the Agreement and the User Terms and any limitations set out in the Free Plan or any applicable Paid Plan. We expressly reserve all other rights. In particular, we own and will continue to own the Avrios Platform, including all related intellectual property rights (including any customisations, configuration or modifications to the Avrios Platform whether for a specific customer or not, and any feedback on the Avrios Platform provided by your Authorized Users or other staff).
You agree not to download, copy, or modify the software comprising the Avrios Platform or parts thereof.
You are not allowed to use our trademarks, trade names, or logos. Any copyright notices displayed via the Avrios Platform or reports produced through its use must not be removed or altered.
You retain all rights including intellectual property rights in any material or data provided by you or your Authorized Users to Avrios under this Agreement, including Customer Data.
6. Term and termination
6.1 Term of the Agreement
The Agreement remains effective until any Subscription under the Agreement has expired or the Agreement itself terminates. Termination of the Agreement will terminate any active Subscription under a Paid Plan and the right to use the Avrios Platform under the Free Plan.
6.2 Termination without cause
As outlined in section “Use of the Avrios Platform”, a Subscription to a Paid Plan automatically renews if you do not take action ahead of time.
Either party may give the other party notice of non-renewal at least sixty (60) days before the end of the applicable subscription term, such notice to take effect at the end of the applicable subscription term. For our Paid Plans that renew on a month-by-month basis the notice period for non-renewal is seven (7) days.
If you give us notice of non-renewal for an active Subscription and choose not to subscribe to a different Paid Plan or not to downgrade to our Free Plan, we will close your Customer Account upon expiration of the then active Subscription term.
6.3 Termination for Cause
Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement and/or a Paid Plan or the Free Plan without liability to the other at any time with immediate effect upon written notice if the other party:
i) is in material breach of any of its obligations under this Agreement, the User Terms and/or an Order Form and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days following notice of the breach; or
ii) voluntarily files a petition under bankruptcy or insolvency law; shall have a receiver or administrative receiver appointed over it or any of its assets; or if the other party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
6.4 Effect of Termination
Upon termination for any reason, your rights of use granted under this Agreement shall immediately terminate, your Authorized Users shall immediately cease the use of the Avrios Platform, and you shall promptly pay all fees due under this Agreement.
6.5 Transfer and deletion of Customer Data
You may at any time download your Customer Data from the Avrios Platform during the term of this Agreement.
Upon termination of the Agreement we will grant you limited access to the Avrios Platform for a reasonable period and subject to the terms of this Agreement for the sole purpose of you downloading all Customer Data held within the Avrios Platform, provided that you submit a respective request within fifteen (15) days of the effective date of termination. Except as set out above, we are not obliged to support you in the downloading of your Customer Data or export your Customer Data on your behalf.
Thirty (30) days after the effective date of termination of the Agreement we will delete all Customer Data from the Avrios Platform in line with our data retention policy (save any data that we may be required to retain by law).
7. Limitation on liability
No provision of the Agreement limits any liability for (i) death or personal injury caused by negligence, (ii) damages caused intentionally or by gross negligence, or (iii) liability that, by applicable law, cannot be limited.
No provision of the Agreement limits your liability for breach of the sections “OWNERSHIP AND PROPRIETARY RIGHTS’ or “YOUR INDEMNIFICATION OF US”.
Subject to the preceding two paragraphs, neither party shall be liable to the other in respect of the following losses: (i) loss of profits, (ii) loss of sales or business, (iii) loss of anticipated savings, (iv) loss of use or corruption of software, data or information, and (v) indirect or consequential loss or damages.
Subject to the foregoing provisions, our total liability (in contract, tort (including negligence), breach of statutory duty or otherwise) to you arising under or in connection with the Agreement shall not exceed the total fees paid by you to us in the twelve months prior to the occurrence of the event giving rise to the claim.
8.1 Confidential Information
Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Agreement, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labelled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
Should either party to the Agreement disclose any Confidential Information to the other, the Receiving Party undertakes that it shall (i) keep the Confidential Information secret and confidential, (ii) not use or exploit the Confidential Information in any way, except for in connection with the performance of its obligations under the Agreement, and (iii) only disclose the Confidential Information in accordance with this section “Disclosure” or with the written consent of the other party.
A Receiving Party may disclose Confidential Information to any of its officers, employees, advisers and sub-contractors that need to know the relevant Confidential Information for the purpose of the performance of obligations under or in connection with the Agreement only, provided that the Receiving Party procures that each such person to whom the Confidential Information is disclosed complies with the obligations set out in this section “Disclosure”.
A Receiving Party may also disclose Confidential Information to the minimum extent required by (i) any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction, or (ii) the laws or regulations of any country to which that Receiving Party’s affairs are subject.
8.3 Return of confidential information
If requested by a Disclosing Party at any time, the Receiving Party shall immediately destroy (or return to the Disclosing Party) all documents and other records of Confidential Information (or any of it in any form) that have been supplied to it.
Notwithstanding the termination of this Agreement, the obligations of the parties under this section “CONFIDENTIALITY” shall continue for a period of 2 (two) years from the date of termination of the Agreement.
9.1 Our indemnification of you
We will defend you from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Avrios Platform as permitted under the Agreement infringes or misappropriates a third party’s intellectual property rights (a “Claim Against You”), and will indemnify you for all reasonable attorney’s fees incurred and court-awarded damages finally awarded against you in connection with, a Claim Against You; provided, however, that we will have no liability if a Claim Against You arises from Customer Data or any modification, combination or development of the Avrios Platform that is not performed by us. You must provide us with prompt written notice of any Claim Against You and allow us the right to assume the exclusive defence and control, and cooperate with any reasonable requests assisting our defence and settlement of such matter. This section states our sole liability with respect to, and your exclusive remedy against us for, any Claim Against You.
9.2 Your indemnification of us
You will defend us from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to your or your Authorized Users’ violation of the Agreement or the User Terms (a “Claim Against Us”), and will indemnify us for all reasonable attorney’s fees incurred and damages and other costs incurred by us in connection with a Claim Against Us. We must provide you with prompt written notice of any Claim Against Us and allow you the right to assume the exclusive defence and control, and cooperate with any reasonable requests assisting your defence and settlement of such matter. This section states your sole liability with respect to, and our exclusive remedy against you for any Claim Against Us.
9.3 Limitations on indemnifications
Notwithstanding anything contained in the two preceding sections, (i) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (ii) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld).
10. Miscellaneous provisions
10.1 Electronic Communication
We shall be entitled to communicate with you and your Authorized Users via email to the email addresses provided to us by you and other electronic communication channels, including the Avrios Platform itself. Electronic communication channels are generally not secured against access by unauthorised third parties and therefore carry certain risks, e.g. lack of confidentiality, manipulation of contents and sender data, misdirection, delay, viruses etc. Unless there is gross misconduct on our part you shall not be entitled to hold us liable for damage incurred in connection with the use of electronic communication channels.
10.2 Force Majeure
A party shall not be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of that party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, epidemics, pandemics, or governmental action.
Neither party may assign or delegate any of its rights or obligations under the Agreement, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Agreement in its entirety, without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the above, Avrios may subcontract its obligations under this Agreement, provided that it remains responsible for all subcontractors.
We may at any time assign, mortgage, charge, or deal in any other manner with our rights to collect fees under the Agreement. In this context, we shall be entitled at any time to make information related to the contractual relationship accessible to such third parties and other parties involved, with these parties being obliged to observe confidentiality.
10.4 Severability Clause
Should individual provisions of the Agreement be invalid, illegal or unenforceable this will not affect the validity of the remaining parts of the Agreement. The invalid/illegal/unenforceable provision shall be replaced by a provision the meaning and purpose of which approximates to the original provision as closely as possible in commercial terms in a legally permissible way.
Notices from you to us must be submitted by eMail to [email protected]. We may give you notice by email to the email address(es) associated with your Customer Account or by messaging you through the Avrios Platform.
As our business evolves, we may change these Customer Terms and the other components of the Agreement. If we make a material change to the Agreement, we will provide you with reasonable notice prior to the change taking effect.
Any revision of our Customer Terms will become effective on the date set forth in our notice. If you or any Authorized User accesses or uses the Avrios Platforms after the effective date set out in such notice, that use will constitute your acceptance of the revised Customer Terms.
If you do not want to continue to use the Avrios Platform under the revised Customer Terms, and raise such objection within 10 days of being notified of the new Customer Terms, then the Agreement will automatically terminate at the end of the contractually committed Subscription Term without the need for notice. In this case, the then current version of the Customer Terms will continue to apply until the end of your then contractually committed Subscription term.
No terms provided by you to us shall form part of this Agreement, and no staff of Avrios has any authority to agree on amendments to Customer Terms unless agreed by way of separate Order Form referencing the precise term to be amended.
10.7 Entire agreement
The Agreement constitutes the whole agreement between the parties relating to its subject matter and supersedes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral.
10.8 No Waiver
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
10.9 Third Parties
No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
Clauses that by their nature are intended to survive termination of the Agreement, will survive any termination or expiration of the Agreement (including but not limited to the sections entitled
CONFIDENTIALITY, FEES AND PAYMENT, OWNERSHIP AND PROPRIETARY RIGHTS AND LIMITATION ON LIABILITY).
10.11 Applicable law and legal venue
This Agreement is governed by Swiss law to the exclusion of the UN convention on the international sale of goods (CISG) and any application of the conflict of laws (IPR). The legal venue for all legal disputes arising from or in connection with this Agreement is Zurich, Switzerland, save that we shall have the right to institute legal action against you at your general place of jurisdiction, at our discretion.
User Terms of Service for the Avrios Platform
Effective date: December 7, 2020
These User Terms of Service (the “User Terms”) describe your rights, responsibilities, and obligations when using the Avrios software-as-a-service solutions for fleet and mobility management (the “Avrios Platform”) as “Authorized User”.
You access and use the Avrios Platform on behalf of an Avrios “Customer”. To do so you need to log into a “Customer Account”.
A Customer is a legal entity (typically your employer) that has (i) separately agreed to our Customer Terms of Service for the Avrios Platform (“Customer Terms”) or (ii) entered into an individual written agreement with us regarding the use of the Avrios Platform (in either case, the “Agreement”).
“Avrios”, “we,” “our” and “us” means Avrios International AG, a limited company with registered office at Weststrasse 50, 8003 Zurich, Switzerland, and registered number CHE-480.579.000, and, where appropriate, our affiliate companies within our group.
If you access or use the Avrios Platform, or continue accessing or using the Avrios Platform after being notified of a change to the User Terms, you confirm that you have read, understand and agree to be bound by the User Terms.
They constitute a legally binding arrangement between you and us. If you breach the User Terms we may suspend your and Customer’s access to the Avrios Platform and pursue all remedies available to us under these User Terms and the Agreement.
1. User Management
It is Customer’s responsibility to manage the Authorized Users associated with its Customer Account. In particular, Customer may change your account settings or permissions or may terminate your access to the Avrios Platform at any time.
You must keep your login information to the Customer Account secure and confidential at all times.
2. Customer Data
As Authorized User you may upload certain content to the Avrios Platform, such as information about vehicles or drivers (“Customer Data”).
You acknowledge and agree that the Customer Data is owned by Customer and that you may only upload Customer Data in compliance with Customer´s guidelines, instructions, policies, and practices relevant to the processing of Customer Data and to the use of the Avrios Platform.
We are not responsible for the content of any Customer Data. We are processing the Customer Data on behalf of Customer and per Customer´s instructions.
3. Proper Use
You agree that you will not use the Avrios Platform to (i) commit crimes or violations of applicable law; (ii) to store, transmit or disseminate a virus; (iii) to store or send material which is malicious or technologically damaging or contrary to the principle of good faith or is otherwise illegal, offensive or obscene; (iv) to hack into parts of the Avrios Platform or reverse engineer it; (v) to corrupt data; (vi) to cause disruption to other users; (vii) to violate the intellectual property rights of others; (viii) to send unsolicited advertising or marketing material; or (ix) to try to influence the performance or functionality of the Avrios Platform or computer systems accessible through the Avrios Platform.
These User Terms remain effective until your access to the Avrios Platforms has been terminated by the Customer or us.
5. Applicable law and legal venue
These User Terms are governed by Swiss law to the exclusion of the UN convention on the international sale of goods (CISG) and any application of the conflict of laws (IPR). The legal venue for all legal disputes arising from or in connection with this Agreement is Zurich, Switzerland, save that we shall have the right to institute legal action against you at your general place of jurisdiction, at our discretion.