Terms of service
ROUTIST CONTRACT TERMS AND CONDITIONS
1) Introduction and Definitions
Routist is run by KKT srl, headquartered at Viale Mazzini 40, 50132 Florence, R.E.A. [Economic Administrative Index] FI-606984, VAT Code 06178860489 (herein “KKT”), a company that develops software and ICT solutions in the field of Operations Research.
The following Routist contract terms and conditions (herein “Terms”) shall govern the relationship between Routist and the counterpart business (herein “Client”) that shall be determined as either an individual or a legal entity and that via Internet has accepted the Service Agreement, and the Routist Application and Contents (herein “Service”).
KKT shall provide the Client, who so requests in accordance with the procedure of contract stipulation as in paragraph 3 of the Terms, with Routist Services, that allows the Client to access and view via Internet, various Contents, processed by KKT with regard to the input provided by the Client, related to support in decision-making regarding the planning and management and service orders with vehicle fleets, as well as an Application for mobile phones functioning as localization for things and updates of Contents in real time.
The Service shall offer the Client, from his/her/their own terminal connected to the Site via Internet, access to Content related to:
A) support in decision-making regarding the planning and management of service orders with vehicle fleets or on-the-road resources;
B) suggested routes on maps;
C) calculation of average fleet cost and time duration;
D) map display of the approximate positions of the vehicles at regular time intervals, as well as service order status progress and completion times.
Moreover, the Services utilize the connection to third-party Content, of which KKT is licensee, relating to maps and to other components such as cartographic tools information.
The Service shall be offered in additional versions according to the number of vehicles to be managed.
The Client accepts the described Services, though maintaining the base features as explained above, can be subject to periodic updates and variations at the incontestable discretion of KKT. The Client shall receive notice of the updates through publication on the site or by e-mail. Where the Client should not intend to accept such modifications, use of the Services shall be interrupted and the Client’s Account shall be deleted from the Site. In any case, neither compensation nor reimbursement of the service fees already paid for the current period shall be owed.
The Client is informed and accepts that, for the purposes of being able to utilize the Services, it shall be necessary to independently provide, at his/her/their own care and expense, suitable hardware and software equipment, mobile devices and Internet service compatible with the standards of the Services provided by KKT and is available on the Site where KKT publishes the list of features and minimum system requirements both for web access and for the mobile application (www.routist.com/product).
In no way shall KKT provide the Client with fixed or mobile hardware devices and the software necessary to use the Site.
3) Closure of Contract
The Contract shall be regarded as binding upon termination of the below procedure:
b) Selection of Services among the available versions, being aware of the related Price List, compilation and online transmission of the Statement regarding Personal Information, including VAT code and information necessary for invoicing;
c) Compilation and online transmission of Payment Order, with authorization to charge the monthly or annual fee to the Client’s credit card or paying by wire transfer (yearly subscriptions only), and with acceptance of all documents that comprise this Contract.
Thus the Contract shall be held as binding the moment that KKT receives the Client’s Acceptance and at the place in which KKT is legally domiciled.
By sending the Payment Order online, complete with credit card information, the Client performs the last act of the described procedure and accepts to be bound to the Contract, guarantees to have the legal capacity to sign it, as well as to perform it. If the Client does not intend to be bound to the Contract, he/she/they must not send the online Payment Order.
All of the documents that comprise the contract shall be archived by KKT and can be accessed on the Site for the Client to view, that is, on his/her/their own Account page.
In the case where the Client makes an error in entering his/her/their own information or the need to modify such information, the Client can make the relative correction by accessing his/her/their Account page or by contacting Client Support.
4) Duration, Renewal, Termination of Contractual Relationship
The Contract shall be held as binding and shall take effect on the Parties when KKT is aware of the Client’s acceptance. The Contract’s duration shall be on a yearly or monthly basis, which are not proratable and take effect from the date of the first payment.
The Contract will be renewed for an equal amount of time with the payment upon its expiration, save where KKT does not notify the Client of its desire to terminate service at least 15 days prior to expiration.
The Client, prior to expiration, may request to convert the monthly subscription into an annual subscription and vice versa, that is, the form of selected Services can be modified among the various types that are available.
In case of the expiration of the trial period, cancellation of the Payment Order for whatever reason, failure to renew or cancel the account, KKT shall keep the Client’s information for 15 days and shall then proceed with its deletion.
In any case, KKT shall not be held to reimburse the Client’s service fees that have already been paid for the current period.
The Client is obligated to pay the annual or monthly fee in advance, whose amount shall depend on the form of Services selected among the available types, according to the number of vehicles or the resources to be managed, as indicated on the Price List.
KKT maintains the right to not perform any services until the Client has fulfilled his/her/their obligation by paying the rate in advance.
KKT reserves the right in any moment to revise the versions, the method of payment and invoicing, and the Price List, which shall be binding on the Client with exception to the first annual renewal and/or first and second monthly renewal following the notification and/or publication of the above-mentioned revisions, and for which the Client shall be obligated to pay a rental fee equal to that of the last one paid.
Where the Client should not intend to accept such modifications, use of the Services shall be interrupted and the Client’s Account shall be deleted from the Site. In any case, neither compensation nor reimbursement of the service fees already paid for the current period shall be owed.
The fee must be paid by credit card or by wire transfer (yearly subscriptions only). KKT shall then electronically send the paid invoice receipts.
6) Use of Services
The Client, following Registration on the Site, can access the Services for free as a 15-day maximum trial period. The Client during the trial phase is obligated to respect the Terms.
Within the deadline of the trial period, the Client, as provided for under paragraph 3, can proceed with the purchase of service and shall, upon payment of the relative fee, be granted access through his/her/their username and password indicated during Registration.
For a comprehensive use of Services, KKT shall provide the Client with a mobile phone Application, which can be downloaded for free following the instructions available at www.routist.com/mobile.
7) Client Obligations and Limitation of Liability
KKT is expressly exempt from verifying the true identity of those who access its Services, their actual connection to the Client, and with their personal details indicated during the Registration and Upgrade stages.
The Client is obligated to release and hold KKT harmless, substantively and procedurally, from any liability, damages, losses, costs or expenses also of a legal nature, which KKT should incur due to the misrepresentation and/or incompleteness of the information provided.
The Client commits himself/herself/themselves to use the Services for lawful purposes and for scopes expressly provided for in this Contract, obligating himself/herself/themselves to release and hold KKT harmless from any damages arising from unauthorized use. KKT is not responsible for uses different from those connected to the use of Services, with Contents or with the provided Application.
The Client is solely liable for safekeeping of his/her/their own authorization credentials and of the activities that take place on the account. The Client assumes every risk associated with the abuse of identification and password by those to whom the Client directly or indirectly revealed such information.
The Client must immediately notify KKT of any unauthorized use of his/her/their account and must make sure to sign out at the end of each session. KKT is nevertheless not responsible for damages to the Client and third parties deriving from facts as listed above.
KKT reserves the right to withdraw from the contract, effective immediately, in the case in which the Client overuses the Services; this is intended as a use that that exceeds 30% of average use by users of these Services.
The Client is obligated to release and hold KKT harmless, substantively and procedurally, from any liability, damages, losses, costs or expenses of a legal nature caused by or deriving from the use of the Services, from the connect to the service, from breach of this contract on the part of the Client or a breach of rights of third parties.
8) Exclusion of Warranties
The Application, Services, and Contents are provided “AS IS” and KKT expressly declines any implied warranty of fitness for a particular use, other than the planning and warning that a series of independent and unpredictable variables, for example weather conditions, increase in the cost of petroleum, traffic, traffic accidents, or routine and supplementary maintenance of communication lines, may have significant effects. As a consequence, KKT does not guarantee the precision or completeness of the contents provided by it and its licensees and/or the integrity and availability of the information; nor shall it be responsible for damages or losses directly or indirectly connected to the use of these Services.
KKT reserves the right at its incontestable discretion to suspend, modify or interrupt the Services without notice and without any liability. It cannot be called to respond to a malfunction, delay or interruption of Services and of the Application; nor detriments that should derive from the Client for circumstances or causes attributable to the inefficiency of its hardware and software equipment and/or from the Internet connection used by the Client and/or any other service provided by third parties necessary for the use of these Services.
KKT shall not be held liable for any damages or losses, either direct or indirect, including the loss of profits, deriving from or in relation to the services provided or the related Application or the provided Contents, or for delay and/or failure to carry out services, or deriving from the delivered software, except for damages directly attributable to the willful misconduct or gross negligence of KKT.
9) Intellectual Property Rights
With the completion of the Contract, KKT grants the Client an end user license to access the Services, the Application and the Contents that is non-exclusive, non-transferable, not to be sublicensed, and not to be used within one’s own business and is for a period corresponding with the duration of the Contract itself. The Client does not acquire any further rights except for those which can be enjoyed by himself/herself/themselves. In particular, the Client does not acquire intellectual and/or industrial rights, as well as rights of economic exploitation for all that comprises the Services, the Application and the Contents, including but not limited to, the applications, the databanks, information, brands, trademarks, logos, and any other graphic and/or structural element made available to the Client through the Services, such being the exclusive property of KKT, as well as any other right, title and interests in and to the Services, the Application and the Contents.
It shall be prohibited for the Client to copy, translate, alter, modify, adapt, subcontract, create plagiaristic works, publish, transmit, distribute, rent, assign, grant in leasing, in any way transfer or make available to third parties, perform, invert, reverse engineer, decode, decompile or otherwise disassemble or attempt to extract source codes, show or permit third-party access, or sell the Service, the Application, the software, the Contents and the information that is property of KKT, of which the Client comes into possession as a result of this Contract.
The Client shall also be liable for complying with regulations protecting third-party rights of which KKT is a licensee, for all of the Contents that KKT provides the Client under license of third parties that hold the intellectual property rights.
10) Confidential Information
Any information transmitted from one Party (“Disclosing Party”) to another (“Recipient Party”) for or about the Services, Application and Contents, either spoken or written, is confidential information and the Parties are obliged to neither disclose nor divulge it to third parties, to not copy or transmit it, to safeguard it with adequate care, and use it only for purposes that are lawful and provided for in this contract, guaranteeing, moreover, that the Client’s own employees and partners do not divulge the information to third parties, with the exception of information that is public domain (not fault of the Recipient Party), or that is legitimately disclosed to third parties who are not bound by confidentiality agreements, or that is processed independently from the Disclosing Party or his/her/their affiliates without having access to Confidential Information, or that the Recipient Party is obligated by law to disclose, in which case it will have to inform the Disclosing Party in advance of all of the facts relative to such communication, or, finally, that the Recipient Party needs to disclose to such information to the freelance professionals with whom he/she/they collaborates with, including but not limited to legal, business, financial and labor-related, within the limits strictly linked to the performance of this contract and of other business relations existing between the parties, as well as the compliance with legal obligations.
The Recipient Party is obliged to release and hold the Disclosing Party harmless from any damage that he/she/they has/have suffered as a result of breach by the Recipient Party, from obligations deriving from this paragraph.
KKT accepts that the Client discloses to third parties information strictly necessary and operational in providing these Services.
KKT shall be authorized to use the Client’s name as a reference for third parties, also in conjunction with the logo and description of the Client’s business, on brochures, websites or other promotional materials for KKT. This does not imply obligations to publish on the part of KKT. If the Client should not authorize such disclosure entirely or in part, he/she/they must notify KKT in writing.
11) Internet Security
KKT has implemented all reasonable measures to ensure a sufficient level of security. The Client shall be aware that the transmission of data over the Internet and the activities of hosting and storage are subject to objective technical limitations of reliability both with regards to security as with regards to their availability and functionality.
The Client thus assumes the risk with regards to the transmission of authorization credentials and of the other data that function in the delivery of these Services.
12) Assignment of Contract and Assignment of Credits
It shall be prohibited for the Client to assign existing bargaining relations with KKT under any form, neither free of charge nor on a payment basis, temporarily or definitively; any such contrary act shall invalidate the agreement.
In case of failure to comply with this provision, the Company shall have strong grounds to oppose the communicated or notified assignment, refusing to perform the remaining services.
The Client consents that, as of now, KKT can assign this Contract, in whole or in part, to third parties.
13) Non-performance by the Client and Rescission
In all of the hypotheses of breach or non-performance by the Client of the obligations undertaken in this Contract, the same shall be intended as legally rescinded and effective immediately, save for KKT’s right to withhold the amounts already paid for the current period, as well as to seek compensation for damages.
The Notices pertinent for the purposes of performing this contract shall be delivered by KKT via publication on its website or by e-mail to the address indicated by the Client during Upgrade. The Client has the burden to convey possible variations to personal information and his/her/their contact information (www.routist.com/account).
The Client must forward these communications to KKT via the contact form on the website or via e-mail at email@example.com.
15) Applicable Law and Venue
This Contract shall be governed by Italian law, wherever the place in which the services are performed or wherever the provisions stipulated may be and whatever the nationality of the Client.
Regarding that which has not been expressly provided for here, the rules of law regarding relationships and the subject matters expressed in this contract shall govern, and in particular, Copyright Law.
Every dispute related to the performance, validity, interpretation and enforceability of the negotiations stipulated with the Client shall be deferred to the exclusive territorial authority of the Court of Florence, Italy, that shall be neither derogated not even for reasons of relationship.
16) Processing of Personal Data and Authorizations
The Client expressly consents to the processing, memorization in databanks and the direct and/or indirect transfer by KKT to third-party suppliers of hardware, software, networking, hosting, storage, and other technologies and services, of the information necessary for the use, updating, and maintenance of Routist’s Services, as well as being necessary for the automatic geographical position tracking system functions. The Client is aware of having to comply with and, in turn, fulfill all of the provisions in the Privacy Code.
17) Final Provisions
Where one or more of the provisions of this Contract and of the documents attached to it in accordance with paragraphs 1 and 3 prove to be null and void, invalid or ineffective, the other provisions will maintain their effectiveness. The Parties commit to substitute such null and void, invalid or ineffective clauses with other valid ones and that nonetheless permit the safeguard of the overall budget of this Contract. The possible tolerance of a partial non-performance by the other shall not in any way be considered as a release of rights deriving from this agreement.
This contract shall be registered in case of non-performance by one of the parties; in such a circumstance, the registration costs and each cost connected to and resulting from non-performance shall be at the expense of the non-performing party.
Update on October 4, 2013.