Terms and Conditions
Terms and Conditions
Keep Track B.V. Melissekade 18 3544 CT Utrecht Registration number Chamber of Commerce for Central Netherlands : 56835450
Clause 1: Applicability, definitions:
These terms and conditions are applicable to all offers and to all purchase and sale contracts established by the website(s) www.looqi.nl and possible other websites owned by Keep Track B.V., residing in Utrecht, subsequently referred to as “KEEP TRACK”.
The customer shall from here on be referred to as “the buyer”. The buyer is a natural person who does not operate or practice a profession or company.
The term “by letter” is, in these terms and conditions, defined as: by letter, by e-mail, by fax, or any other form of communication that with current technology and in social intercourse valid conceptions that can be aligned with this definition.
“The website” is defined as: the websites owned by KEEP TRACK denominated in clause 1 of these terms and conditions.
The term “articles” is, in these terms and conditions, defined as: all, by KEEP TRACK, deliverable mobile communication devices related to the tracking and tracing of persons and objects, including necessities, materials, attachments, and accessories.
The possibility of the inapplicability of (parts of) determinations of these terms and conditions are without prejudice to the other determinations defined in these terms and conditions.
These terms and conditions are likewise applicable to either back orders or part orders derived from the agreement.
If KEEP TRACK has issued these terms and conditions multiple times to the buyer, a stable trade relationship is developed. In that case KEEP TRACK does not have to reissue these terms and conditions to be applicable to future trade agreements.Clause 2 : Realization of agreements
When the buyer places an order at the website, KEEP TRACK is committed to this order after confirming this order to the buyer by letter. All aforementioned applies, unless mentioned differently on the website.
Supplements to, or modifications of either these terms and conditions or the agreement, commit KEEPT TRACK first after confirmation to the buyer by letter.
Clause 3 : Offers, prices
All offers by KEEP TRACK displayed on the website are without obligation, unless they contain a closing date for acceptance. When an offer is without obligation, and the buyer accepts this offer, then KEEP TRACK has the right to withdraw the offer within 2 working days from receipt of the order.
The prices mentioned on the website include V.A.T. and exclude possible other costs, like transport- and forwarding charges and administration charges. In any case additional charges are distinctively announced.
The buyer is obliged to pay for both the delivered articles and the separate subscription charges. A composed quotation does not oblige KEEP TRACK to deliver only parts of the articles in the agreement for a corresponding part of the price. Communicatedoffers and prices do not automatically apply for back orders.
Displayed models, registered colours, measures, weights, (technical) specifications, capacities, and other definitions on the website are as accurate as possible, but can only be regarded as indications. No rights reserved to the buyer.
In an instance of a price increase within 3 months after the realization of the agreement, the buyer is authorized to suspend/cancel the agreement by letter. When the buyer has not responded to the price increase within 14 days after the announcement, KEEP TRACK may assume the buyers approval to the aforementioned change in price.
Clause 4: Distance selling, trial period
The following 7 points in Clause 4are exclusively applicable to a distance selling as defined in article 46a book 7 of the Dutch Civil Code.
A 14 working day trial period is applicable for alldistance selling. This trial period withholds that the buyer has the right to terminate the agreement within 14 working days after delivery of the articles. The buyer is not obliged to give a reason for this cancellation.
Cancellation of the agreement is solely possible by notification by letter to KEEP TRACK.
In case of adjourning of the agreement the articles are to be returned to KEEP TRACK in original packaging and for the account and risk of the buyer.
In case of adjourning of the agreement the payments made by the buyer (excluding forwarding charges) are reimbursed by KEEP TRACK within 14 days after adjourning of the agreement.
KEEP TRACK has the right to decline returned articles, or to partly reimburse received payments, when the articles are not packaged in the packaging or articles are damaged or used.
KEEP TRACK notifies the buyer after receiving the retuned articles of a possible refusalof these articles, or partly reimbursement of received payments.
Clause 5: Involving third parties
KEEP TRACK has the right to have certain deliveries made by a third party, whenever this is required for a thorough execution of the agreement. Aforementioned at the discretion of KEEP TRACK.
Clause 6: Buyers obligations
The buyer has the responsibility to provide all the necessary information, like name and address, for the execution of the agreement to KEEP TRACK promptly via the website.
The buyer takes care for the righteousness and completeness of the supplied information, and conserves KEEP TRACK for the involvement of third parties if this information is nor righteous nor complete.
If the buyer has not satisfied the obligations following from this clause, KEEP TRACK has the right to postpone the execution of the agreement until the buyer meets the obligations.
If the buyer does not satisfy his obligations, and KEEP TRACK disregards the buyer to do so, this does not affect the right of KEEP TRACK to require fulfilment at a later point in time.
Clause 7: Confidential Information
KEEP TRACK commits herself to confidentiality of all information that she acquired by the buyer, and of which she can reasonably argue that this information should be regarded as confidential, in regard to the closing and execution of the agreement. KEEP TRACK will only supply this information to third parties if this required to execute the agreement.
KEEP TRACK shall take all reasonable precautionary measures to keep confidential information disclosed and vouches for her employees, and others within her field ofresponsibility, in regard to the execution of the agreement.
This pledge of secrecy is not valid when KEEP TRACK is obliged make the confidential information public as a result of laws and regulations, or a judicial verdict, and KEEP TRACK may not rely on a legitimate or judicial approved legal privilege. These exemptions also apply for the employees and others as described in section 2 of this clause.
If the buyer wishes that information regarding the location history is not saved, she should notify KEEP TRACK explicitly. If KEEP TRACK does not receive any notification of such kind, all data will be saved automatically and consequently stored.
Clause 8 : Delivery, delivery time
Agreed times of delivery can never be regarded as ultimate terms. If KEEP TRACK does not satisfy her obligation to deliveries forthcoming from the agreement at all or timely, she is ought to be notified by the buyer by letter, at which she is still given a reasonable term to fulfil her obligation to deliver.
Ordered articles are delivered ultimately within 30 days after ordering. When delivery within this term is impossible, KEEP TRACK will notify the buyer as soon as possible. The buyer then has the ability to lay claims on any advanced payments to KEEP TRACK within one week after this notification. If the buyer chooses to execute this option, KEEP TRACK shall reimburse the buyer within 30 days after the buyer made the request.
KEEP TRACK is entitled to delivery in parts, at which every delivery can be invoiced by KEEP TRACK separately.
The risk regarding the delivered articles transfers to the buyer at the moment of delivery. The term “moment of delivery” is in this document defined as the moment at which the articles are truthfully at the disposal of the buyer.
KEEP TRACK decides on the method and carries the risk ofboth sending and transportation of orderedarticles. The costs are on behalf of the buyer. The associated costs are mentioned on the website.
If, due to causes related to the scope of risk ofthe buyer, it is impossible to deliver the ordered articles (with the agreed manner) to the buyer, KEEP TRACK is entitled to store the articles for the account and risk of the buyer. Unless KEEP TRACK has explicitly set other terms of delivery by letter, the buyer is obliged to allow KEEP TRACK to deliver the articles within 1 month after notification.
If the buyer shouldneglect his obligation of acquiring, after elapse of the in section 6 of this clause mentioned terms of delivery, he is in default immediately. KEEP TRACK then has the right to either adjourn the agreement or sell the articles to third parties, taking effect at once, without judicial intervention, and notification by letter. Aforementioned holds without resulting obligations to compensate damage, costs, or interest.
The aforementioned is without prejudice to the buyer’s obligation of possible storage costs, costs of delay, loss of earnings, or any other damage or loss.
KEEP TRACK is not obliged to delivery of articles, if not all necessary information and possible agreed upon (advanced) payments by the buyer have been collected. If this causes a delay, the terms of delivery will be extended proportionally.
Clause 9: Complaints and returns
The buyer is obliged to check all delivered articles for possible visible flaws, defects, and damages and/or irregularities, and should notify these on the bill of lading, or accompanying invoice. At the absence of either the bill of lading or the invoice, the buyer should notify KEEP TRACK by letter within 24 hours upon receipt of the articles.
Other complaints should be mentioned to KEEP TRACK by letter upon discovery, yet within the warranty period at the latest. Thewarranty period is valid for 1 year from date of delivery.
If a complaint is not mentioned to KEEP TRACK within the predefined terms in sections 1 and 2 of this clause, it is assumed that all articles have been delivered in good condition and satisfy the agreement. In that case the agreed upon warranty cannot be appealed.
Complaints may postpone the payment obligations of the buyer.
The buyer should allow KEEP TRACK to examine the complaint, and should provide all necessary information relevant to the complaint to KEEP TRACK. If, for the examination of the complaint, a return is necessary, it will be on the account and risk of the buyer, unless the complaint is found as valid.
In all cases the return will take place by a method decided by KEEP TRACK, and must be in original packaging.
No complaints can be filed regarding items that have been (partly) changed, revised, or processed by the buyer after receiving the articles.
Clause 10: Warrantees
KEEP TRACK shall see to it that agreed upon deliveries will take place properly and executed in accordance with all applied norms in its branch, but will in regard to this delivery never offer more alternative or longer warrantees than what has been explicitly agreed upon between parties.
KEEP TRACK vouches for the customary normal quality and decency of the delivered articles during the period of warranty.
If a warranty by the manufacturer or subcontractor is provided to the articles delivered by KEEP TRACK, this warranty will hold concurrently between the parties. KEEP TRACK will notify the buyer about this..
In the case that the buyer appeals to the warranty provisions, KEEP TRACK will take care of the costs of repair or replacement of the articles, or reimbursement of, or a reduction to the agreed upon price for the articles. Aforementioned at the discretion of KEEP TRACK. If additional damage occurs, the determinations in the clause on liability in these terms and conditions are of effect.
Clause 11: Liability
Except for the explicitly agreed upon warrantees by KEEP TRACK, KEEP TRACK shall not abide any liabilities.
Despite what is determined in section 1 of this clause, KEEP TRACK is only liable to directly relatable damage. Every liability on KEEP TRACK for consequential damages, like company damage, loss of earnings, and damage due to delays and/or personal injury is explicitly excluded.
The buyer is obliged to take all measures necessary to prevent or confine damages.
KEEP TRACK is not liable to any damage caused by any other use of the delivered articles other than their original purpose, namely the tracking and tracing of children and/or domestic animals.
The buyer is liable for timely recharging of the delivered articles. If the article ceases to work due to a lack of recharging, KEEP TRACK is not liable for the damage suffered.
In case of a malfunction of the Vodafone network, KEEP TRACK cannot be held liable for any damage suffered from this malfunction.
If KEEP TRACK is liable for the damage suffered by the buyer, the obligation for compensation of KEEP TRACK is at all times limited to the maximum amount the insurer of KEEP TRACK will pay out in the occurring case. If the insurer of KEEP TRACK will not pay out, or the damage is not covered by any of KEEP TRACK’s insurances, the obligation for compensation of KEEP TRACK is limited to the maximum invoiced amount for the delivered articles.
The buyer is to notify KEEP TRACK within 12 months after he is, or could have been, familiar with the damage suffered.
The buyer cannot appeal to the warranty, nor is KEEP TRACK liable on any other grounds, if damage has occurred:
By inexpert or unjust positioning, installation, or montage of the delivered articles on to or in the object;
By inexpert use, or use in violation with the destination of the delivered articles, or in violation with the provided instructions, advice, instruction manual, etcetera,by KEEP TRACK;
By faults or incompleteness of the information, data, etcetera, provided by the buyer to KEEP TRACK;
By inexpert storage of the delivered articles;
By not, or not properly functioning of the articles caused by failures or malfunctioning of the telecommunication networks and infrastructures;
By constraints in the data coverage of the sending- and receiving capabilities of the delivered articles as a result of weather situations, constructions, properties of the object in which the delivered articles are situated, etcetera;
Because the battery of the delivered articles is not recharged sufficiently or timely;
Because the objects in which or to which the delivered articles are attached, cannot be traced or retrieved by any reason whatsoever;
Because repairs or other activities or adjustments made to the delivered articles by or on behalf of the buyer have been made without foregoing permission by KEEP TRACK.
10. The buyer is entirely liable for any damage resulting fromany of the cases summed in section 9
of this clause, and protect KEEP TRACK explicitly for any resulting damage compensation claims by third parties.
All limitations to liability summed in this clause are invalid if the damage is relatable to deliberate, or conscious recklessness by KEEP TRACK and/or its managing directors on board level, or if compulsory laws and regulations withstand. Exclusively in these cases, KEEP TRACK will conserve the buyer for any claims of third parties towards the counterparty.
Clause 12: Payment
KEEP TRACK is at all times authorized to require (partial) advanced payments or any other reassurance for payment from the buyer.
Payments must be made in accordance with the methods provided by the website. Payments made by any other method are only allowed if both parties have explicitly agreed upon this by letter.
If it is agreed that payments will take place after KEEP TRACK has sent an invoice, this payment is to be made within an expiration period of 14 days from the date of the invoice, unless both parties have explicitly agreed otherwise by letter. The accuracy of the invoice stands firm if the buyer has not raised an objection within this payment expiration period.
If an invoice is not paid within the payment expiration period as described in section 3, the buyer is indebted a default interest to KEEP TRACK of 2% monthly, calculated cumulatively on the principal. Parts of a month are calculated as a full month.
If payments fail to appear after a reminder request by KEEP TRACK, KEEP TRACK is in addition authorized to invoice extrajudicial collection fees to the buyer.
The extrajudicial collection fees described in section 5 of this clause amount to, with a principal of a maximum of €25,000.00:
a. 15% of the principal on the first €2,500.00 of the claim (with a minimum of €40.00);
10% of the principal on the next €2,500.00 of the claim;
5% of the principal on the next €5,000.00 of the claim;
1% of the principal on the next €15,000.00 of the claim.
by improper or incorrect installation , mounting or assembly of the goods delivered to or the object ;
If the principal amounts to more than €25,000.00, KEEP TRACK is authorized to invoice the buyer for the first €25,000.00 extrajudicial collection fees in accordance with section 6 of this clause, and 10% of the principal for the remaining extrajudicial collection fees.
KEEP TRACK is authorized to increase the principal of the invoice for extrajudicial collection fees with compounded interest in accordance with section 4 of this clause after expiration of 1 year.
In the absence of complete payments from the buyer, KEEP TRACK is authorized to postpone or break the agreement with a statement by letter, without prior notice of default or judicial intervening, until the payment is made or the buyer has given reliable reassurance of doing so. Aforementioned right to suspend is likewise valid if KEEP TRACK has grounded reasons to doubt the creditworthiness of the buyer, even before the buyer is actually in default.
Payments made by the buyer shall be deducted firstly from all indebted interest and costs, and secondly on the claimable invoices that date back furthest in time, unless the buyer specifically mentions that the payment relates to another invoice by letter.
Clause 13: Retention of title
KEEP TRACK maintains the possession of all delivered and still to be delivered articles in accordance with the agreement until the point in time where the buyer has satisfied all his payment obligations towards KEEP TRACK.
The payment obligation described in section 1 of this clause consists of the payment of the purchasing price of the delivered and still to be delivered articles, extended with claims related to the buyer’s inability to satisfy his payment obligations, including damage claims, extrajudicial collection fees, interest and possible fines.
For as long as a retention of title rests on delivered articles, the buyer is not allowed to pawn these articles nor put them under actual power of a financier.
The buyer is obliged to inform KEEP TRACK by letter if third parties pretend to own property rights or other rights on articles that are still under retention of title.
The buyer is obliged to store all articles on which retention is resting carefully and as identifiable property of KEEP TRACK, until the point in time where he has satisfied all his payment obligations.
The buyer is to take care for an insurance as such, that the articles that are delivered under retention of title are insured at all times, and shall allow KEEP TRACK to inspect the insurance policy and accompanying proof of payments at first request.
If the buyer acts in violation of the determinations of this clause, or KEEP TRACK appeals to the title of retention, KEEP TRACK is indisputably to forward the right to enter the premises of the buyer and retrieve the articles that are delivered under retention of title.Aforementioned unabated the right to reimbursement of damage by KEEP TRACK, as well as loss of profits and interest and the right to break the agreement by letter without specified notice of default.
Clause 14 : Bankruptcy, disposition of property, etcetera
Unabated what is agreed in the other clauses of these terms and conditions, KEEP TRACK is authorized to break the agreement by letter without notice of default and without judicial intervention, at the point in time at which the buyer:
Is declared bankrupt, or request for bankruptcy has been made;
Has requested suspension of payments;
Will be affected by enforceable seizure;
Is placed under conservatorship or under administration;
Otherwise loses his disposition or capacity to exercise rights on his capital or parts of it.
2. The buyer is at all times obliged to notify the curator or administrator about the
(content of the) agreement and these terms and conditions.
Clause 15: Force majeure
If there is force majeure on the buyer’s side, KEEP TRACK is authorized either to break the agreement by letter without judicial intervention, or to postpone its obligations towards the buyer for a reasonable term without any claims of damage as a result.
Force majeure on the side of KEEP TRACK is determined in these terms and conditions as:
a non-attributable shortcoming of KEEP TRACK, of the hired third parties or subcontractors, or other compelling reasons on the part of KEEP TRACK.
Circumstances that can be qualified as force majeure are amongst others: war, revolt, mobilisation, national and international unrest, state intervention that for example causes suboptimal functioning of (foreign or European) satellites or functioning is no longer guaranteed, (threats of) strikes within the organization of either KEEP TRACK or the buyer or similar circumstances, disturbance in the currency exchange ratio at the time of acceptance of the agreement, organizational malfunctions due to fires, burglary, sabotage, natural phenomena or similar, by weather circumstances, roadblocks and similar transport and delivery problems, internet and power failure that cause inaccessibility of the website, and disruptions in the telecommunication network and infrastructures.
If a situation of force majeure occurs when the agreement is still partly exercised, the buyer is obliged to comply with his obligations towards KEEP TRACK at that moment.
Clause 16: Cancellation, Postponement
The determined in this clause is not applicable to breaking the agreement within the trail period as defined in clause 4 of these terms and conditions.
If the buyer wishes to cancel the agreement prior to, or during, the execution of the agreement, he is indebted a yet to be defined compensation claim. This compensation claim includes all costs by KEEP TRACK and damage suffered by the cancellation including loss of earnings. KEEP TRACK is authorized to fixate the compensation claim and –depending on both her own choice as well as the current deliveries made – charge the buyer for 20% to 100% of the agreed price.
The buyer is liable to third parties for the consequences of the cancellation and KEEP TRACK will indemnify claims resulting from these third parties.
KEEP TRACK is entitled to deduct all current payments from the damage compensation owed by the buyer.
If the buyer request postponement of the execution of the agreement, the compensation for all costs made is due immediately and KEEP TRACK is entitled to charge the buyer for these costs.
If the execution of the agreement cannot be resumed after the agreed suspension period, KEEP TRACK is authorized to break the agreement without judicial intervention by letter to the buyer. If the execution of the agreement is resumed after the agreed suspension period, the buyer is obliged to compensate costs resulting from the resumption.
Clause 17: Applicable law / jurisdiction
The agreement concluded between KEEP TRACK and the other party is exclusively governed by Dutch law.
Any disputes will be settled by the competent court in the place (or location)where KEEP TRACK is established, although KEEP TRACK shall always be entitled to submit the dispute to the competent court in the place where the buyer is located.
The other party is always entitled to opt for settlement of the dispute by the competent court provided that he informs KEEP TRACK of his decision in a timely manner. Timely is determined as: within one month after KEEP TRACK has notified its wish to submit the dispute to the court of his place of establishmentto the buyer by letter.
If the other party is located outside the Netherlands, KEEP TRACK entitled to act in accordance with section 2, or - at its discretion – to bring the dispute before the competent court in the country or the state where the buyer is established (or located).