Terms and conditions

General (User) Terms and Conditions of Roadwise Group B.V.

1. Parties

1. Roadwise Group B.V.: Roadwise Group B.V., registered with the Chamber of Commerce under number 90577434, with its headquarters located at Oudegracht 294 (3511 NX), Utrecht, The Netherlands, and the user of these general terms and conditions.

2. Additional details of Roadwise Group B.V.:

a. Website: www.24toll.com

b. Email: [email protected]

c. VAT Identification Number: NL865371131B01

3. User: A natural or legal person who purchases one or more services via the website/app of Roadwise Group B.V.

4. Account: An account created by a User on the website/app of Roadwise Group B.V.

2. Applicability

1. Roadwise Group B.V. declares these general terms and conditions applicable to the use of its website/app and any offer made by Roadwise Group B.V., as well as any agreements between Roadwise Group B.V. and the User. Unless amended or more specific terms apply, these general terms and conditions shall also apply to future contractual relationships between the parties.

2. Deviations from these terms and conditions are only valid if expressly agreed upon in writing by both parties.

3. General (purchase) conditions of the User are explicitly rejected.

4. Third parties engaged by Roadwise Group B.V. may also invoke these general terms and conditions.

5. If one or more provisions (or parts thereof) of these general terms and conditions are deemed invalid or voided, the remaining provisions will remain in effect. In such cases, the parties will consult to agree on new rules that reflect the purpose and intent of the invalid or voided provisions as closely as possible.

6. The legal relationship governed by these terms is established when the User accesses the website/app of Roadwise Group B.V. and/or creates an Account, thereby accepting these terms.

7. Roadwise Group B.V. is not a party to the legal relationship between the User and third parties unless explicitly stated otherwise. Any disputes arising from such relationships must be resolved by the parties themselves, without involvement from Roadwise Group B.V.

3. Offer and Agreement

1. Any offer made by Roadwise Group B.V., whether in the form of a quotation or otherwise, is entirely non-binding, revocable, and valid for 14 days unless otherwise stated in writing by Roadwise Group B.V.

2. Prices (fees) listed by Roadwise Group B.V. on the website/app or in any other form of an offer are in Euros, inclusive of VAT, and subject to applicable levies, surcharges, and other factors. The actual toll rates are determined by third parties and may vary over time.

3. All specifications provided by Roadwise Group B.V., including dimensions, colors, and other details of profiles and communications or other services, are merely indicative. Minor deviations from these specifications do not constitute a failure to meet contractual obligations on the part of Roadwise Group B.V.

4. Obvious typographical errors and mistakes in the offer are not binding on Roadwise Group B.V.

4. Account

1. An Account may only be created with the consent of the User's authorized legal representative. Accounts may not be created or used by minors without parental or legal guardian consent.

2. Each Account must accurately represent the User's entity. All requested information must be truthful, and Users may not create fictitious characters or impersonate other entities.

3. When creating an Account, it is prohibited to choose a name that contains a [URL] or part of a [URL].

4. Users may not share login credentials with third parties or use the credentials of others. Users are responsible for all actions performed through their Account, whether with or without their consent, and must report unauthorized use to Roadwise Group B.V. as soon as possible.

5. Roadwise Group B.V. reserves the right to refuse or deactivate an Account after registration if the User violates these terms or other internal rules. Accounts may also be deactivated if the User's business identity does not align with the ethics of Roadwise Group B.V. In such cases, no additional compensation is owed by the Seller.

6. Users are not permitted to create or manage more than one (1) Account per vehicle registration. However, multiple vehicle registrations may be linked to a single Account. Users whose Account applications have been refused or whose Accounts have been deactivated may not create or manage new Accounts.

7. Users may request Account deletion by notifying Roadwise Group B.V. via email and providing their login credentials.

8. Accounts inactive for twelve (12) months may be deleted by Roadwise Group B.V.

9. Roadwise Group B.V. is not obligated to reimburse costs or damages incurred by the User due to Account termination for any reason.

10. Roadwise Group B.V. reserves the right to refuse, suspend, or delete Account applications for its own reasons. This may include issues such as content, nature, scope, form, technical objections, payment refusal, legal or contractual violations, or conflicts with the interests of Roadwise Group B.V. If Accounts are refused or deleted for non-compliance with these terms, administrative fees may be charged and offset against any credits.

5. Execution by Roadwise Group B.V., Display, Modification, and Use of the Website/App

1. Roadwise Group B.V. reserves the right to modify the structure of the website/app (including layout, functionalities, etc.) at any time and at its discretion, without the User being entitled to compensation. Roadwise Group B.V. will act in the interests of the Client within the scope of the assignment provided. Roadwise Group B.V. will execute the agreement to the best of its knowledge, ability, and in accordance with the standards of good workmanship. The Client acknowledges that Roadwise Group B.V. has discretion in performing the agreement unless specific properties, functionalities, or requirements are explicitly agreed upon in the main agreement/offer. All services provided by Roadwise Group B.V. are performed on a best-effort basis unless Roadwise Group B.V. has explicitly guaranteed a result in writing, and that result has been sufficiently defined.

2. The performance of the agreement by Roadwise Group B.V. primarily concerns administrative services.

3. Roadwise Group B.V. strives to ensure its website/app operates without interruptions. Roadwise Group B.V. aims to make the Account and services via the website/app available throughout the agreement period. However, Roadwise Group B.V. does not guarantee that its website/app will always operate without interruptions or errors, nor that it will always be accessible. Roadwise Group B.V. may, at its discretion, take the website/app offline or restrict its use if deemed necessary, such as for maintenance. Maintenance is performed primarily during nighttime hours (00:00 – 06:00).

4. If Roadwise Group B.V. determines that there is a threat to the functionality of its computer systems or network, or those of third parties, caused by but not limited to internet disruptions, telecommunications infrastructure outages, synflood, network attacks, DoS or DDoS attacks, power outages, civil unrest, mobilization, war, transportation blockages, strikes, lockouts, business disruptions, supply stagnation, fires, floods, import/export restrictions, all obligations of Roadwise Group B.V. will be suspended. Roadwise Group B.V. may take any measures it deems necessary to avert or prevent such threats, without the User being entitled to compensation. If performance is impossible due to force majeure for more than one month, or if compliance becomes unreasonably burdensome for Roadwise Group B.V., it may terminate the agreement in whole or in part by notifying the User, without judicial intervention and without liability for compensation.

5. Roadwise Group B.V. will make profiles visible online as soon as possible. Deadlines (including for other obligations) are not binding. Sellers must first issue a notice of default to Roadwise Group B.V., granting a reasonable period to rectify the issue before taking remedial action.

6. Roadwise Group B.V. retains all rights and powers conferred under the Dutch Copyright Act and other intellectual property laws and regulations. Users are granted a non-exclusive, non-transferable, and non-sublicensable license for the use of the services provided. Users are not authorized to sell, transfer, or modify the software unless otherwise agreed in writing. If a User is granted the right to transfer the acquired service to a third party, this must comply with the terms of use/product/license set by the software developer.

7. Roadwise Group B.V. strives to deliver services of the best possible quality and keep them active throughout the agreed period. However, Roadwise Group B.V. does not guarantee continuous quality or quantity of services. It is not liable for damages arising from (temporary) unavailability of services.

8. For ongoing services, Roadwise Group B.V. will periodically release updates for maintenance or optimization purposes. These updates may include changes to functionalities, and no prior consent is required from the User. The provisions of this agreement and general terms apply to the updated versions.

9. Roadwise Group B.V. reserves the right to use data derived from User activity on the website/app, whether anonymized or not, for its own publicity and marketing purposes.

10. Users are explicitly responsible for verifying applicable toll rates. Any complaints related to toll rates must be resolved with the relevant third parties.

11. Roadwise Group B.V. may outsource the assignment or delivery to third parties. Article 7:404 of the Dutch Civil Code is expressly excluded from the agreement.

6. Prices and Payment

1. By entering into the agreement, both parties acknowledge the fairness and reasonableness of the stated prices.

2. Unless otherwise agreed, payment for the services of Roadwise Group B.V. shall be made by monthly direct debit, which will be executed immediately after the invoice has been issued. The User hereby grants a one-time continuing authorisation to Roadwise Group B.V. for this direct debit. The User explicitly agrees that the pre-notification of the direct debit shall take place at the moment the invoice is issued, thereby deviating from the standard 14-calendar-day pre-notification period as set out in the SEPA Direct Debit Rulebook.

3. In the event of a failed direct debit or other default, Roadwise Group B.V. reserves the right to suspend or terminate access to the website/app. Additionally, Roadwise Group B.V. may immediately charge the Client 1% interest on the outstanding principal amount per month, along with extrajudicial collection costs amounting to 15% of the outstanding principal, with a minimum of EUR 150, excluding VAT.

4. Users are not permitted to offset, suspend, or withhold payments without the express written consent of Roadwise Group B.V.

5. Users remain bound by their payment obligations to Roadwise Group B.V., regardless of whether the vehicle is operated by the rightful or wrongful driver.

6. Users explicitly agree that toll prices will increase in line with the applicable toll rates. Additionally, Roadwise Group B.V. reserves the right, but is not obligated, to index or increase its fees annually by at least 3.5% according to the CPI published by the CBS (Statistics Netherlands).

7. Termination of the Agreement or Use of the Account

1. Roadwise Group B.V. reserves the right to deny access to the User's Account and/or terminate the agreement with the User immediately, without prior notice of default and without any entitlement to compensation, by means of written notice if:
a) The User ceases or liquidates their business operations, or significantly alters or transfers their business activities to a third party without prior written consent from Roadwise Group B.V.;
b) The User is granted (provisional) suspension of payments, declared bankrupt, applies for a debt restructuring scheme, or is placed under guardianship or administration;
c) It is discovered that the User has provided false information or has otherwise misled Roadwise Group B.V., for example concerning the User's personal data;
d) The User breaches these or other applicable terms and conditions;
e) The User is no longer the rightful owner of the vehicle registered with Roadwise Group B.V.

2. Roadwise Group B.V. may terminate access to the User's Account or the agreement with a 14-day notice period at any time.

3. Roadwise Group B.V. is never obligated to compensate damages or costs to the User in connection with the termination of the Account or agreement, regardless of the reason.

4. In the event of termination of the agreement, all payments due from the User to Roadwise Group B.V. become immediately payable in full. Refunds of any credit balances will not be provided.

5. Both parties may terminate the agreement at any time. In the event of termination, the User remains liable for outstanding payments and other associated costs.

8. Liability

1. Roadwise Group B.V. is not liable for any damages resulting from the (temporary) unavailability of the website/app, Account, or information.

2. Roadwise Group B.V. is not liable for damages caused by malware or other viruses.

3. In the event of a breach of contract on the part of Roadwise Group B.V., it is only obligated to adjust the Account or credit the costs without the User being entitled to any additional (damage) compensation.

4. If Roadwise Group B.V. is held liable to the User, its liability is limited to the amount covered by its professional or business liability insurance. In any case (including when no insurance claim is possible), liability is capped at EUR 5,000 per incident. Simultaneous, causally related, or interrelated incidents are considered one incident.

5. Except in cases of intent or gross negligence, Roadwise Group B.V. is not liable for consequential damages, indirect damages, immaterial damages, delay damages, property damage, loss of goodwill, lost turnover, or profits, etc.

6. The website/app of Roadwise Group B.V. may contain URLs/links to third-party websites/apps. These referral options are provided as a convenience and do not constitute recommendations by Roadwise Group B.V. Roadwise Group B.V. is not liable for the content of linked websites/apps or the actions or omissions of these third parties.

7. Users guarantee that any digital content they provide is safe and free of viruses or other harmful content that could damage the computer systems or programs of Roadwise Group B.V. and/or third parties. Roadwise Group B.V. is not liable for the content of Accounts or photo and/or other media content. Users indemnify Roadwise Group B.V. against claims from third parties concerning the content of the User's Account or communications.

8. Roadwise Group B.V. is not responsible for statements, actions, or performances by third parties, even if facilitated through its website/app.

9. Users are explicitly aware that Roadwise Group B.V. has no influence, responsibility, or liability for the quality and/or maintenance of toll roads. Users indemnify Roadwise Group B.V. against any damages related to this matter. Unless explicitly stated otherwise, Roadwise Group B.V. is not a party to the legal relationship between Users and third parties. All claims and disputes must be resolved among the parties themselves.

10. Users are solely responsible for entering toll roads and the costs associated with doing so.

9. Intellectual Property and Privacy

1. All intellectual property rights to the content of the website/app, such as images, videos, texts, information, and software, belong to Roadwise Group B.V. Third parties may not use, reproduce, or otherwise exploit these rights commercially without prior consent from the rights holder.

2. Users are prohibited from using software to collect and process data from the website/app of Roadwise Group B.V.

3. Users are prohibited from sending unsolicited mail, emails, or other spam, making unsolicited phone calls, or contacting Roadwise Group B.V. and/or third parties in any other way to promote or sell their own or third-party products or services.

4. Users guarantee that they will use the website/app and all related products, services, and documentation in accordance with all applicable laws and regulations concerning intellectual property and privacy protection.

5. All data collected by Roadwise Group B.V. may, once anonymized, be used for promotional, training, advisory, or statistical purposes. All data will be retained in anonymized form after deletion and may be used for these purposes.

6. If a User violates this article, they forfeit an immediately payable fine of EUR 5,000 per violation and EUR 500 for each day or part of a day that the violation continues. This fine does not affect the User's obligation to compensate Roadwise Group B.V. for damages exceeding the stated fine.

7. Roadwise Group B.V. processes the User's personal data necessary to maintain the website/app and provide services to the User. Roadwise Group B.V. has detailed its privacy policy in its processor agreement. By registering for an Account, the User consents to the processing of their personal data as described in the processor agreement.

8. Users are expressly advised to protect their personal information as much as possible. Roadwise Group B.V. advises Users not to provide personal information, such as passwords, copies of identification documents, or IBAN numbers, to third parties. Users are responsible for any consequences resulting from sharing such information.

9. When creating an Account, the User must agree to the processor agreement. Users may object to the processing of personal data not necessary for fulfilling the agreement at any time. Such an objection, leading to the cessation of processing by Roadwise Group B.V., entitles Roadwise Group B.V. to terminate the agreement.

10. Personal data will never be shared with third parties (including other Users) without the User's consent. However, data may be shared with third parties if necessary for executing the agreement. These third parties will never use the data for other purposes and will delete it after the agreement is fulfilled.

10. Changes to the General Terms and Conditions

Roadwise Group B.V. reserves the right to amend or supplement these general (user) terms and conditions. Changes will take effect after a notice period of 30 days following the announcement of the amendment. Minor changes may be implemented at any time. If the User does not wish to accept a change to these terms, they must notify Roadwise Group B.V. in writing before the new terms take effect and cease using the services of Roadwise Group B.V.

11. Jurisdiction, Choice of Law, and Transfer of Rights

1. Roadwise Group B.V. is entitled to transfer its rights and obligations under this agreement to a third party. The User may only transfer their rights and obligations to a third party with the prior written consent of Roadwise Group B.V.

2. This agreement and any other agreements between the parties are exclusively governed by Dutch law, explicitly excluding the Vienna Convention on Contracts for the International Sale of Goods. Any future non-contractual obligations arising between the parties are also governed by Dutch law.

3. Any disputes arising from the agreement between the parties will be exclusively subject to the jurisdiction of the court in the district where the headquarters of Roadwise Group B.V. are located. This also applies to disputes arising from non-contractual obligations.