1. Introductory provisions
1.1. Scope of application
These General Terms and Conditions (the “General Terms and Conditions”) govern the contractual relationship between VIASAT CONNECT S.A., company number BE 0426.340.140, Avenue Herrmann-Debroux 54, B-1160 Brussels (hereinafter the “Company” or “VIASAT CONNECT”) and any professional person who places an order for Products and/or Services of the VECTOR solution (hereinafter the “Customer” or “User”). Where applicable, these General Terms and Conditions may be supplemented by special written conditions.
The Customer accepts these General Terms and Conditions without reservation and is deemed to have read them, by the mere fact of placing an Order.
These General Terms and Conditions are the only ones applicable and replace all other conditions, unless VIASAT CONNECT expressly waives them in writing beforehand. Consequently, these General Terms and Conditions take precedence over any provisions to the contrary made by the Customer, with the sole exception of those accepted in writing by the general management of VIASAT CONNECT.
Prior to placing an order, the Customer shall obtain all necessary advice and shall ensure that the Software, Hardware and/or Services it intends to order correspond to its needs and intended use. The Company assumes no responsibility for any error in the Customer’s choice or assessment and/or the suitability of the Software, Hardware and/or Services for the purpose(s) pursued by the Customer.
Depending on the Customer’s order, the provisions of the Agreement cover the right to use the Software, the provision of Hardware related to the use of the Software and/or the Services provided by the Company. The headings and subdivision herein are purely indicative.
VIASAT CONNECT naturally reserves the right to modify the general terms and conditions applicable to the supply of its Products and Services at any time. In this event, VIASAT CONNECT will communicate the amended version to the Customer on a durable medium for his reading and acceptance. The amended version will apply to the Services as from its acceptance by the Customer.
For the purposes of these General Terms and Conditions, including the Appendices hereto, the following definitions shall apply :
- Application : the Vector Application available via the iOS and Android shops,
- Order : the order for the Services placed by the Customer via a Viasat Connect sales representative or project manager,
- Account : an Account opened by Viasat Connect for the benefit of the Customer enabling one of its Users to access the Application or the Web Platform. There are two types of Accounts: a “Web Account”, giving access to the Web Platform and a “Mobile Account”, giving access to the Application, under the conditions defined in Clause 4 below,
- Contract : the contract between Viasat Connect and the Customer, which is made up as follows, in descending hierarchical order:
- The Registration Form, validated by the Customer and accepted by Viasat Connect,
- Any Special Conditions,
- The General Terms and Conditions (including its Appendices), accepted by the Customer at the time of validation of the Registration Form and/or at the time of modification of the number of Accounts,
- Jobs Data : the data resulting from the Services and in particular (without this being limitative):
- Information on the nature of each Job, for example, window cleaning, boiler control, etc.;
- The surnames and first names of the Customer’s staff working on a Job, as well as their contact details (e-mail address and, where applicable, mobile telephone number) and their position.
- The location of the Job, the time at which it was created and closed, and any photographs of the premises concerned by the Customer’s service,
- Information relating to work performance, the start and end of services, travel, absences and attendance, and the organisation of work.
- The geolocation of the device that installed the Mobile Application, when the User manually signals that the Job has been started or completed,
- The identity of the end customer, the beneficiary of the professional service provided by the Customer,
- The connection data on the Web Platform and the Application concerning their use by the Customer, including by any person acting under its authority,
- User identifiers.
- The user’s language.
- Job : a task or assignment entered by the Customer as part of the Services, as more particularly defined in Clause 2 below,
- Web Platform : the Vector Web Platform, accessible by the User via their browser and available at www.app.vector-connect.com,
- GDPR : Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“General Data Protection Regulation”). Furthermore, when used in these General Terms and Conditions and its appendices, the terms “personal data”, “processing”, “data subject”, “controller” and “processor” have the meaning given to them in the GDPR,
- Services : all the services, facilities and functionalities offered by Viasat Connect and subscribed to by the Customer as part of the Vector solution, including but not limited to the Web Platform and the Application, as more particularly defined in Clause 2 below,
- User : a person authorised by the Customer to access and use the Services, as defined above,
2. General description of services
VECTOR is a solution for sending, managing and scheduling professional tasks and assignments that enables the Customer to:
- Assign Jobs to Users,
- Monitor their completion and,
- Edit reports relating to Jobs, in .xls and .pdf format, and send them to the end customer, the beneficiary of the professional service provided by the Customer, by e-mail.
All of these Job planning and management services, the Web Platform and the Application, as well as any ancillary services such as, but not limited to, the maintenance of the Web Platform and the Application and remote support, are referred to as the “Services“.
The Services are offered to the Customer via the Web Platform and the Application.
3. Ordering Services
The Customer may access the Vector solution by placing an Order with a Viasat Connect sales representative or project manager.
The price of the Services is determined in relation to the number of Accounts subscribed to, in accordance with the terms and conditions specified by Viasat Connect when the Order is placed, as well as Clause 5 below.
The Customer indicates to Viasat Connect the number of Accounts it wishes to subscribe to, by creating Users via the Web Platform, under the conditions specified in Clause 4.1 below. The Customer may add or delete Accounts at any time via the Web Platform.
Each User with a Web Account may add or delete Accounts and is deemed to have the necessary authorisation to do so.
Each time the Customer changes the number of Accounts via the Web Platform, this change constitutes a new Order and implies acceptance of the current General Terms and Conditions.
It is the Customer’s responsibility to provide Viasat Connect with all the information required to implement the Services. Furthermore, it is the sole responsibility of the Customer to assess the number of Accounts required for its professional needs.
The Customer warrants that it is placing its Order in its capacity as a professional, for use of the Services in the course of its business.
Viasat Connect reserves the right, at its sole discretion, to refuse any Order, without giving any reason.
4. Use of Services
4.1. Creation of Accounts
The Customer shall communicate to Viasat Connect, via the Web Platform, the name, e-mail address and telephone number (for a Mobile Account) of each User holding an Account, specifying the type of Account desired for the User in question (Web Account or Mobile Account).
Viasat Connect shall send to the User thus identified, by e-mail (or by SMS for Mobile Accounts), to the address and/or telephone number indicated by the Customer, a link allowing the creation of a Web Account or a Mobile Account, as the case may be.
4.3. Passwords and identifiers
Viasat Connect automatically generates and transmits to each User a password, of which Viasat Connect has no knowledge, attached to the identifier of the User authorised by the Customer to connect to the Platform and/or the Application, as the case may be. The User may change his/her password. When changing the password, the User shall be obliged to comply with the minimum rules of complexity which shall be indicated.
The access codes and passwords of each User are personal and confidential. The Customer is responsible for the Users’ access codes and passwords, which are strictly personal in accordance with the “One access-one User” rule. The Customer undertakes to ensure that they are kept in an appropriate manner to ensure their confidentiality.
Viasat Connect cannot be held responsible for the consequences of the loss or disclosure of User access codes.
4.4. Modifications and migration
Viasat Connect expressly reserves the right to modify the appearance, presentation and functionality of the Web Platform and the Application, and of any other associated site or application, and/or to unilaterally decide to migrate a Service to another platform, while ensuring that the Customer receives at least an equivalent service.
4.5. Transmission of mobile data
The correct operation of GPS systems and mobile communication services depends on external circumstances beyond the control of Viasat Connect, and in particular the Customer’s telecommunications service providers, so that Viasat Connect cannot guarantee the continuity of the Services in all circumstances.
Consequently, the Customer accepts that Viasat Connect cannot guarantee:
- That the mobile communication service shall be available at all times and in all parts of the country, in particular, but not exclusively, due to white areas not covered by the network, service interruptions for maintenance, or for security reasons or on the instructions of the competent authorities.
- The speed at which the data shall be transmitted.
4.6. Internet access
Given the technical hazards associated with the decentralised operation of the Internet network, Viasat Connect provides no guarantee of continuity of service or absence of errors in the Web Platform, the Application or, more generally, the Services.
In this respect, the Customer declares that it is familiar with the Internet, its characteristics and limitations and acknowledges in particular that data transmissions on the Internet are only relatively reliable from a technical point of view, as they circulate on heterogeneous networks with different characteristics and technical capacities which are sometimes saturated at certain times of the day.
Viasat Connect shall not be held responsible if any malfunction (failure, breakdown, difficulty, interruption of operation, etc.) of the Web Platform or the Application, beyond its control, prevents access to the Services in particular.
4.7. Information systems, browsers and updates
The Web Platform is accessible on the Internet under most operating systems and Internet browsers available in France, and the Application is available on iOS and Android.
It is the Customer’s responsibility to ensure that they install the latest updates for all the systems and software that they (or their Users) use to access the Services.
The absence of such updates and/or the use of older versions of operating systems and/or Internet browsers may limit or prevent the Services from functioning properly. This applies in particular to versions of operating systems and/or Internet browsers that no longer receive technical support and/or security updates from their publishers.
All costs relating to access to and use of the Services, whether hardware, software or Internet access costs, shall be borne exclusively by the Customer. The Customer is responsible for the proper functioning of the computer equipment used by the Customer himself and/or by its Users to access the Services, to the exclusion of any liability on the part of Viasat Connect.
4.8. Assistance in using the Services
Viasat Connect undertakes to provide the Customer with a remote user assistance service, by telephone or by electronic means, on the days and at the times indicated on the Viasat Connect website. In respect of this service, Viasat Connect undertakes to take all reasonable care in the performance of the service and remains subject to an obligation of means.
4.9. Updates and technical modifications
The Customer benefits from updates and functional changes to the Services it has subscribed to. The Customer acknowledges that interventions relating to this service may render the Services temporarily unavailable. As far as possible, Viasat Connect shall preferably carry out maintenance, where appropriate and except in cases of absolute urgency, in the evenings and at weekends. In the event of scheduled maintenance, a message shall be sent to the Customer at least 24 hours in advance. Viasat Connect reserves the exclusive right to intervene on the Web Platform and/or the Application at any time.
Viasat Connect may, in order to take account of technical or regulatory requirements or developments, modify the conditions of provision of a Service at any time. In such circumstances, Viasat Connect shall inform the Customer in advance, unless exceptional circumstances require an immediate change to the conditions of supply of the Service in question.
4.10. Abusive or excessive use of the Services
The Customer is solely responsible for its use of the Services and in particular for any excessive or abusive use thereof by the Customer and/or any of its Users.
In particular, the Customer undertakes not to enter, or allow Users to enter, in the Web Platform, the Application or any other medium forming part of the Services, any inappropriate, abusive, fraudulent or illicit content and/or comments, including but not limited to content that is pornographic or child pornographic, racist, xenophobic, revisionist, that glorifies war crimes, discriminates against or incites hatred of any person or group of persons on the grounds of their origin, gender, ethnicity, beliefs or lifestyle; abusive, violent, threatening, shocking or offensive to human dignity; defamatory; infringing copyright and more generally intellectual property rights; infringing image rights and privacy rights or, in general, contrary to the laws and regulations in force in France, the European Union or any other territory that may apply to the activity of the Customer or Viasat Connect.
Any such misuse of the Services by the Customer and/or by one of its Users may result, at Viasat Connect’s discretion, in the immediate suspension of all or part of the Services, the deactivation of the Customer’s Account(s) and/or the termination of the Contract to the detriment of the Customer, without prejudice to any legal proceedings and claims for compensation that Viasat Connect reserves the right to bring.
In the event of use of the Services by the Customer and/or any of its Users which Viasat Connect, at its sole discretion, considers to be excessive in relation to the standard intended use thereof, Viasat Connect reserves the right to suspend or limit access to the Services and to propose a change in the price.
5. Prices and payment terms
Unless there are specific express conditions, the prices of the Services which are the subject of the Order are those shown on the Registration Form validated by the Customer and accepted by Viasat Connect and/or on the Web Platform when the number of Accounts is modified.
Unless there are specific express conditions, prices are calculated with reference to the number of Accounts subscribed to by the Customer, on the basis of a monthly rate per account, indicated by Viasat Connect on the Registration Form and/or on the Web Platform when the number of Accounts is modified.
The current price list may be consulted with a Viasat Connect sales representative or project manager.
These prices and in particular the monthly rates applicable to the Accounts may be modified at any time by Viasat Connect, in particular due to technical, economic or regulatory changes, subject to prior written notification to the Customer within 45 days. In the event that the Customer notifies its opposition in writing within 45 days of the date on which this information is sent, the Parties shall meet to discuss, in good faith, the revision of prices and the outcome of the Contract. If the Customer does not object in writing within 45 days of the date on which this information is sent, the changes shall be deemed to have been accepted by the Customer.
All prices quoted are in euros, exclusive of VAT and other taxes, costs and incidental expenses, all of which are borne by the Customer.
The taxes applied are those stipulated by the regulations in force and, in the event that these are modified, the resulting price variations shall take effect from the day they are applied. The price inclusive of all taxes is indicated on the Registration Form and/or on the Web Platform when the number of Accounts is modified, and on the invoices sent.
Discounts, reductions, rebates or discounts on the price excluding tax may be granted to the Customer under the conditions set out in any special terms and conditions.
The sums owed by the Customer under the Contract are invoiced monthly, payable in advance for the Services subscribed to. Invoices are sent or made accessible to the Customer on a paperless medium. Each invoice refers to the use of the Services during a calendar month.
The Customer may, at any time, add or delete Accounts via the Web Platform (as a reminder, each User who is able to add or delete Accounts is deemed to have the necessary authorisation to do so). In this respect, Viasat Connect does not charge on a pro-rata basis. Therefore:
- When the Customer (through one of its Users) adds an Account, the Customer shall be billed for the use of this Account from the calendar month following the month of its creation, at the full monthly rate in force. For example, if the Customer adds an Account during the month of March, billing for the Account in question shall commence from the month of April.
- If the Customer (through one of its Users) deletes an Account during a calendar month, the Customer shall be billed for the use of this Account at the end of the month in question, at the full monthly rate in force. It is specified that this rule applies to an Account created and then deleted during the same calendar month. For example, if the Customer adds an Account during the month of March and then deletes the Account before the end of the same month, the Customer shall be billed for the use of this Account during the month of March, at the full monthly rate in force.
In the event of non-payment of the price within the agreed period, the Customer shall be liable to pay interest equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points on the amount unpaid, a fixed legal indemnity for late payment of €40, as well as, where applicable, all judicial and extrajudicial costs incurred by VIASAT CONNECT to recover its debt.
In the event of non-payment of a single instalment, Viasat Connect reserves the right to order the immediate payment of all sums due by the Customer, without the need for prior formal notice. Viasat Connect reserves the right to suspend access to and use of the Service by the Customer until effective payment of any sum due, without prejudice to any claim for damages that Viasat Connect may have against the defaulting Customer.
6. Duration and Termination
6.1. General provisions
The Contract shall come into effect upon acceptance by Viasat Connect of the Order, evidenced by the sending of an electronic acceptance message.
It shall run for an initial period of one year.
On expiry of the initial term, the Contract shall be automatically renewed, on the same financial terms (subject to the price changes set out in Clause 5), for periods of 12 (twelve) months each.
Each change by the Customer to the number of Accounts, via the Web Platform, constitutes a new Order, and implies the recommencement of the initial 12-month term.
Each of the Parties may terminate the Contract and all the associated Services by any means with evidential value, giving at least one (1) month’s notice. In this case, the amounts due for the last calendar month of the Contract shall be invoiced at the end of the month in question.
Each Party has the right to terminate the Contract, without prejudice to its other rights under these general terms and conditions, subject to notification by registered letter with acknowledgement of receipt, with immediate effect:
- If the other Party fails to comply with or perform its obligations under these General Terms and Conditions, including in the event of default or late payment, if the default or late payment is not remedied within 30 (thirty) days of formal notice, sent by registered letter with acknowledgement of receipt, specifying the non-performance,
- In the event of delay or failure in the performance of the Contract resulting from an event of force majeure, as defined in Clause 8.4 of these general terms and conditions, which continues for a period of one (1) month.
In the event of failure by the Customer to fulfil its obligations under these General Terms and Conditions, to comply with the provisions relating to rights of use and intellectual property rights, to confidentiality, to payment on the agreed due date and more generally for any misuse of the Products and Services, Viasat Connect reserves the right to suspend the Services, which suspension may be accompanied by a formal notice to the Customer, in accordance with the conditions set out in the previous paragraph.
7. Liabilities and claims
7.1. Liability of Viasat Connect
Viasat Connect undertakes to take all reasonable care in the performance of the Services. Viasat Connect may not be held liable by the Customer for direct damage which does not result from the Customer’s failure to provide the Services.
Viasat Connect shall in no circumstances be held liable for loss of profits, expected savings, business revenues, loss or corruption of data, loss of use, losses resulting from delays, nor for any indirect or immaterial loss or damage of any nature whatsoever.
It is agreed between the Parties that in the event of Viasat Connect being held liable, the compensation that may result for the Customer shall not exceed:
- In the case of paid use of the Services: the net price paid by the Customer over the last twelve (12) months prior to the loss or damage.
7.2. The Customer’s responsibilities
In addition to its undertaking to comply with all the general clauses of the Contract, the Customer undertakes to comply with the following obligations in particular, without this list being exhaustive:
- Use the Services provided by Viasat Connect in accordance with their purpose. Any other use, whether illicit or not, is the sole and entire responsibility of the Customer;
- Ensure that its information systems are protected against any malicious act or computer virus;
- Refrain from attempting to access the software source codes directly or indirectly;
- Refrain from carrying out maintenance operations on the Web Platform or the Application without the prior authorisation and assistance of Viasat Connect.
Any breach by the Customer of any of its obligations shall release Viasat Connect from any liability and may result in the immediate termination of the Contract.
The Customer waives the right to seek Viasat Connect’s liability in the event of damage to the database, computer memory or any other document, equipment or programme that it may have entrusted to VIASAT CONNECT in the course of the work to be carried out by VIASAT CONNECT. To this end, the Customer shall protect itself against these risks by making a duplicate copy of all documents, files and media, and by providing for the necessary procedures when operations are resumed.
The Customer is solely responsible for all of its obligations as an employer, particularly with regard to Users, when using the Services. In this respect, the Customer undertakes to use the Services in compliance with the said obligations. Viasat Connect accepts no liability whatsoever for any complaint or claim made by any person against the Customer in relation to employment law, in connection with the Customer’s use of the Services.
More generally, the Customer is solely responsible for complying with the laws and regulations applicable to its business, as well as its tax and social security obligations. Viasat Connect may not be held liable in any way in this respect.
Claims for loss or damage which are not expressly excluded by these general terms and conditions must be notified to Viasat Connect, by registered post, within 7 (seven) days of the date on which the damage occurred, failing which such claims shall be deemed to have been abandoned, and in any event shall be considered inadmissible.
Viasat Connect may not be held liable in respect of a Customer who is not up to date, at the date of the event constituting the basis of its claim or recourse, with the regular payment of its licence fees.
7.4. Force majeure
Under no circumstances may the Parties be held liable for failures or delays in the performance of the Contract due to force majeure, in accordance with Articles 1147 and 1148 of the Civil Code.
By way of illustration and without this list being considered exhaustive, the following in particular are considered to be cases of force majeure: late or incomplete delivery and/or cessation of deliveries by Viasat Connect’s suppliers or service providers, the impossibility of obtaining all the products and services supplied by third parties necessary for the performance of Viasat Connect’s obligations, an interruption or failure of the internet or any public service, as well as failures in third party hosting services.
The performance of the Contract and the resulting obligations shall be suspended in the event of the occurrence of an event of force majeure and from the date of receipt of the notification sent by one of the Parties to the other by registered letter with acknowledgement of receipt or by any written means capable of establishing proof of receipt (including notification of the Customer by Viasat Connect via the Web Platform and/or the Application), with the exception of the obligation to ensure payment of the sums due until the date of the occurrence of the event of force majeure.
Performance of the Contract shall resume as normal, and the Parties shall once again be bound by all the obligations contained therein, as soon as the disappearance of the event of force majeure has been duly noted.
If an event of force majeure continues beyond a period of one (1) month, the Contract may be terminated immediately and by operation of law, without any legal formalities, by either of the Parties, by sending a registered letter with acknowledgement of receipt or by any means that ensures proof of receipt by the other Party (including notification of the Customer by Viasat Connect via the Web Platform and/or the Application).
Such termination shall be effective as from the day following the date of its receipt by the other Party.
Each of the Parties declares that it is insured with a solvent insurance company for all the harmful consequences of acts for which it may be held liable under the Order.
8. Data processing
The Customer hereby instructs Viasat Connect to process the Jobs Data insofar as this is necessary for the performance of this Contract and the improvement of Viasat Connect’s products and services, and in accordance with the following conditions.
8.1. Sub-processing of personal data by Viasat Connect
Insofar as the Jobs Data are personal data, the Customer is responsible for processing said data and Viasat Connect is its subcontractor, since it carries out data processing, as identified in Appendix 1 of these General Terms and Conditions, in the name of the Customer and on its behalf. In this context, the processing carried out by Viasat Connect on behalf of the Customer is governed by said Appendix 1.
8.2. Data retention
As a matter of principle and in order to comply with the principle of limiting the retention of personal data arising from the GDPR, Jobs Data is only kept available to the Customer on the Web Platform or, as the case may be, on the Application, for a period of:
– two (2) years from their creation.
In any event, the Customer shall be personally responsible for keeping its Job Data for a longer period on its own media and in accordance with the applicable regulations. It is the Customer’s responsibility to ensure the security, relevance, protection and back-up of the data concerned by the use of the Services. We invite you to consult the Confidentiality Policy of each Customer for further information on these retention periods.
Upon the Customer’s express written request no later than seven (7) days after the expiry of the Contract, Viasat Connect shall provide the Customer with a copy of the Jobs Data it holds and shall delete or anonymise existing copies from its systems. In the absence of such a request, Viasat Connect shall anonymise or delete from its systems the Job Data it holds on expiry of the Contract.
Under these conditions, it is the Customer’s responsibility to take all necessary steps to ensure the integrity and backup of the Job Data that Viasat Connect shall have communicated to it during the performance of the Contract and at the time of its expiry. Viasat Connect shall be released from any obligation to store Job Data after the expiry of the Contract.
Notwithstanding the foregoing, the Customer acknowledges and accepts that Viasat Connect may, for a limited period of time, retain certain data and files entrusted to it by the Customer after the expiry of the Contract, in order to comply with its legal obligations, as evidence or for technical reasons relating in particular to the security of its systems. In such a case, Viasat Connect shall keep the elements in question in conditions of security and confidentiality that comply with the purposes of the retention and the applicable legal obligations.
8.3. Hosting and maintenance
The Customer authorises Viasat Connect to sub-contract the hosting and maintenance, as the case may be, of the Web Platform and the Application, as well as any data that may be generated in the context of the Services, including but not limited to the Jobs Data, to third party suppliers and service providers. Viasat Connect shall make appropriate contractual arrangements with such third parties to protect the integrity and security of the Jobs Data in accordance with Appendix 1 (Personal Data) and Appendix 2 (Security Measures) of these Terms and Conditions.
8.4. Anonymisation and sharing of data
The Customer acknowledges and accepts that Viasat Connect may use the data generated as part of the Services, including but not limited to Jobs Data, to improve and secure its products and services.
The Customer acknowledges and accepts such use, provided that the data in question is anonymised prior to its use by Viasat Connect for this purpose, in particular insofar as (i) it does not contain any personal data and (ii) it does not make it possible to identify the Customer.
The Customer instructs the Company to collect, process, store and use the Field Data to the extent necessary for the performance of this Agreement. In this regard, the Company shall keep a record of all categories of processing activities carried out on behalf of the Customer in the course of the performance of its service and the use of the Service by the Customer.
Insofar as the Field Data contains personal data, the Customer is the data controller and VIASAT CONNECT is its subcontractor, since it acts in the name of the Customer and on its behalf on the processing activities identified in Appendix 1 of the General Terms and Conditions. In this context, the processing carried out by VIASAT CONNECT on behalf of the Customer is governed by the said Appendix 1.
8.5. Commercial data
The Customer is hereby informed that Viasat Connect may process personal data concerning, in particular, its managers and members of its staff as part of the operational and administrative management of the commercial relationship between the Parties, as well as the provision of services and, in particular, connection data to the Software Platforms. In this context, Viasat Connect is responsible for processing said data.
9. Intellectual property and confidentiality
9.1. Intellectual Property Rights
For the purposes hereof, Viasat Connect is the owner of all intellectual property rights and other rights, including but not limited to copyright, related rights, trademarks, designs and models, patents and database rights relating to the Services, and more generally the rights of use, exploitation and marketing rights attached thereto, together with the computer software and hardware infrastructure implemented or developed within Viasat Connect, for the whole world, which may not be reproduced, used or represented without the express authorisation of Viasat Connect on pain of legal proceedings.
The Customer may not acquire any right, title or interest in these intellectual property rights by virtue of the use it may make of them under the Contract, even in the event that the Services have been adapted to the Customer’s specific needs. Consequently, the Customer undertakes not to reproduce any element of the Services, or any documentation relating to them, by any means whatsoever, in any form whatsoever and on any medium whatsoever.
Where software is required for the provision and/or use of a Service, Viasat Connect grants the Customer a personal, non-exclusive, non-assignable and non-transferable right to use the software in question, limited to the duration of the Order for the Service in question, for the sole and exclusive purpose of enabling the Customer to use the Service ordered, to the exclusion of any other purpose.
All information of any nature whatsoever relating to the technical and functional specifications of the Services is confidential and the Customer undertakes to guarantee its confidentiality and to implement all technical and organisational measures to this end. The Customer further acknowledges that such information falls within the scope of business secrets and is protected as such by the law of 30 July 2018 relating to the protection of business secrets. In this respect, the Customer participates, within the framework of the services, and in accordance with the stipulations herein, in preserving the secret nature of the said information. More generally, in the context of the Contract, any information of any nature whatsoever relating to tools, methods or know-how, commercial or strategic policy, research and development and any information expressly qualified as confidential, received by one Party from the other Party, shall constitute confidential information (hereinafter, “Confidential Information“) and must be kept confidential. However, information shall not be deemed to be Confidential Information if (a) it is already publicly available, without breach of the Agreement or any other obligation of confidentiality, on the date of signature of this Agreement or at the time of disclosure, (b) the recipient Party already knew of or was in possession of at the time of disclosure by the other Party without breach of any obligation of confidentiality that led to such knowledge or possession or (c) it was independently developed by the recipient Party. Each Party agrees not to use Confidential Information relating to the other Party except as provided in this Agreement and not to disclose such Confidential Information to any third party (except as provided in this Agreement). The Parties undertake to store and protect the Confidential Information of the other Party against unauthorised access of any kind. However, each Party may disclose Confidential Information of the other Party upon the order or requisition of any kind of a court, administrative agency, or other governmental body, provided that the disclosing Party gives reasonable prior notice to the other Party to allow it the opportunity to challenge such disclosure, provided that such challenge is in fact possible. This obligation of confidentiality is binding on the Parties for the entire term of the Contract and shall survive its expiry for a period of 3 years, whatever the terms and causes thereof.
10. Severability and waiver
The nullity, illegality or unenforceability of one of the provisions of these General Terms and Conditions shall have no effect on the validity or enforceability of the other provisions of these General Terms and Conditions or on the enforceability of the Contract. The Parties shall endeavour, as soon as possible, to reach an agreement on the replacement of the invalid or unenforceable clause by another provision of a nature to achieve the same objective and similar effects.
The rights of each of the Parties stipulated in this contract are without prejudice to any other rights and remedies which they may avail themselves of. No failure or delay by either party in exercising any of these rights shall be deemed a waiver of such right.
The rights and obligations of the Customer under this Agreement are personal to the Customer, and the Customer may not assign, sub-contract, transfer or dispose of the said rights and obligations, in whole or in part, without the prior written consent of Viasat Connect
Viasat Connect may assign, sub-contract, transfer or dispose of its rights and obligations under this Agreement, in whole or in part, to any of its group companies.
12. Disputes and applicable law
In the event of a dispute arising between the Customer and Viasat Connect, the Parties undertake to seek an amicable solution, taking into account the interests of each of them, before taking any legal action. Failing amicable resolution, any dispute arising from the Contract or from any Order shall be submitted to the competent courts of the city of Brussels. The Contract is governed by Belgian law.
Appendix 1 – Personal Data
These General Terms and Conditions, as well as all contractual relationships that may arise from them, are subject to Belgian law. In the event of a dispute between the Parties, they undertake to seek an amicable solution, taking into account the interests of each, before taking any legal action. In the context of the Agreement, VIASAT CONNECT may process personal data on behalf of the Customer (the “Entrusted Data”). In this context, the Customer is the party responsible for any processing of the Entrusted Data and VIASAT CONNECT is the processor.
The purpose of this appendix (“the Appendix”) is to define the conditions under which VIASAT CONNECT undertakes to carry out, on behalf of the Customer, the processing operations of the User Data necessary for the performance of the Agreement.
In this respect, each of the parties undertakes to comply with the regulations in force applicable to the processing of personal data and, in particular, the GDPR.
Unless otherwise stipulated, the concepts and terms contained in the Agreement shall be interpreted as defined in the GDPR.
It is agreed that this appendix forms an integral part of these General Terms and Conditions of Sale.
2. Description of the processing subject to outsourcing
VIASAT CONNECT is authorised to process on behalf of the Customer the Entrusted Data necessary to provide the Services subscribed to under the Agreement.
- The categories of persons concerned by the processing of personal data are the Users, as well as the end customers, who are the beneficiaries of the services provided by the Customer and who use the Services.
- The types of personal data processed are Jobs Data (as defined in Clause 1.3 of the General Terms and Conditions) which make it possible to identify a User or an end customer.
- The nature of the operations carried out on the Entrusted Data includes adapting, collecting, storing, consulting, structuring, making available, modifying and using. The purposes of processing are, depending on the Services subscribed to by the Customer, as follows:
- Management of schedules / Organisation of workers’ work;
- Monitoring of interventions / services to ensure the safety of workers and the service vehicle;
- Reporting / Drawing up activity reports to optimise travel management and ensure service quality;
- Monitoring the performance of workers by collecting GPS data from mobile phones at the start and end of the service;
- Management of services provided by staff: history of services provided in order to draw up customer invoices;
- List the staff made available;
- Draw up a list of Customers;
- Communication of the Entrusted Data to external services where applicable and in particular to the Customer’s information systems,
- Displaying on the Web Platform and/or the Application and downloading the Entrusted Data from it,
- Hosting of personal data (storage, backup and automatic deletion)
- As part of the performance of the Services, Viasat Connect is required to process personal data on behalf of the Customer. It is recalled that it is the sole responsibility of the Customer, in its capacity as data controller, to determine the purposes for which the Entrusted Data is processed and to inform the persons concerned thereof.
3. Obligations of the parties
VIASAT CONNECT undertakes to:
- Process the Entrusted Data only for the purposes detailed in articles 2.d) of this Appendix;
- Process the Entrusted Data only in accordance with the documented instructions of the Customer contained in the Agreement or in subsequent reasonable written instructions (provided that such instructions are lawful and not contrary to the terms of the Agreement), including in relation to transfers of personal data to a third country or to an international organisation: except in the case where VIASAT CONNECT is required to process the Entrusted Data under the law of the European Union or of a Member State;
- To inform the Customer, before the processing is carried out, when it is required to process the Conferred Data under the law of the European Union or the law of the Member State to which it is subject, unless the law concerned prohibits such information on important grounds of public interest;
- Inform the Customer immediately, if it considers that an instruction from the Customer constitutes a breach of the GDPR or any other provision of EU or Member State law relating to the protection of personal data;
- Ensure that persons authorised to process the Entrusted Data under the Agreement, undertake to respect the confidentiality of the Entrusted Data or are subject to an appropriate legal obligation of confidentiality and receive the necessary training on the protection of personal data.
The Customer undertakes to:
- Comply with all specific obligations incumbent on it in its capacity as the controller of User Data, under the applicable regulations and in particular the GDPR ;
- Document in writing all instructions concerning the processing of the Data Entrusted to VIASAT CONNECT;
- Ensure, beforehand and throughout the processing, that VIASAT CONNECT complies with the obligations provided for by the GDPR on data protection.
3.2. Legal basis and information
As the data controller, it is the Customer’s responsibility to ensure that it has a valid legal basis within the meaning of the applicable regulations allowing the processing of the Entrusted Data and that any Entrusted Data that it communicates to VIASAT CONNECT has been collected in a lawful and fair manner.
It is the Customer’s responsibility, as the data controller, to provide Users with full information in accordance with the applicable regulations, and in particular, as the case may be, with articles 13 and/or 14 of the GDPR. In this respect, the Customer undertakes to inform the Fleet Users of the fact that their personal data is processed in the context of its use of the VECTOR solution, including, but not limited to, the possibility for VIASAT CONNECT to use the Entrusted Data, in anonymised form, to improve and secure its products and services.
3.3. Exercise of personal rights
The Customer is responsible for the management of any requests from Fleet Users relating to the exercise of their rights under the applicable data protection regulations, in particular the right of access, the right of rectification, the right of erasure and opposition, the right to limitation of processing, the right to data portability and the right not to be subject to an automated individual decision (including profiling).
As far as possible, reasonable and proportionate, and within the limits of what concerns it, VIASAT CONNECT will provide assistance to the Customer so that the latter may fulfil its obligation to comply with the requests to exercise the Users’ rights. The assistance provided by VIASAT CONNECT in this context will be at the Customer’s expense.
4. Further subcontracting
In order to carry out the processing of the Entrusted Data necessary to provide the Customer with the services provided for in the Agreement, VIASAT CONNECT may have recourse to further subcontractors, who shall carry out specific processing activities on behalf of the Customer. The Customer acknowledges this fact and gives its general consent to the recruitment of subcontractors, in compliance with this article 2. The list of subcontractors is available via the following link.
In this respect, any subcontractor shall be required to comply with contractual data protection obligations at least equivalent to those set out in this Appendix and in any event to provide sufficient guarantees regarding the implementation of appropriate technical and organisational measures.
In the event of a planned change in subcontractors, either due to the replacement of a subcontractor or due to the recruitment of a new subcontractor, VIASAT CONNECT shall inform the Customer in advance and the Customer shall have the opportunity to object to the planned changes.
Where the subcontractor does not fulfil its data protection obligations, VIASAT CONNECT shall remain fully responsible to the Customer for the performance of such obligations by the subcontractor.
5. Notification of personal data breaches
VIASAT CONNECT shall notify the Customer of any personal data breach (as this term is defined in Article 4 of the GDPR) as soon as possible after it has been brought to its attention. VIASAT CONNECT shall provide reasonable assistance to enable the Customer to comply with its possible obligations to notify the competent supervisory authority and/or to communicate to the data subject in relation to such breach. The assistance provided by VIASAT CONNECT in this context shall be at the Customer’s expense.
6. Assistance of viasat connect in the context of the customer’s compliance with its obligations
Taking into account the nature of the processing and the information at its disposal, VIASAT CONNECT shall provide reasonable assistance to the Customer in carrying out data protection impact assessments and prior consultation of the supervisory authority. The assistance provided by VIASAT CONNECT in this respect shall be at the Customer’s expense.
7. Security measures
VIASAT CONNECT undertakes, under the conditions of Article 32 of the GDPR, to take all appropriate technical and organisational measures in order to guarantee a level of security adapted to the risks for the rights and freedoms of the persons concerned, as well as to assist the Customer in fulfilling its own obligations with regard to the processing of User Data under the Agreement, in compliance with Appendix 2 (Security Measures) of the General Terms and Conditions.
8. Retention period and fate of user data
The period for which VIASAT CONNECT is authorised by the Customer to store the Entrusted Data is specified in article 5.7 of the General Terms and Conditions.
9. Monitoring compliance with viasat connect’s obligations
VIASAT CONNECT shall make available to the Customer all the information necessary to demonstrate compliance with its obligations under this agreement and shall allow audits to be carried out for this purpose under the following conditions:
- The Customer may not conduct more than one audit per twelve (12) month period.
- The Customer alone shall bear all costs of the audit.
- The audit shall be carried out during working hours and shall not exceed 2 working days.
- The audit may be carried out by the Customer directly or through an independent third party. In the latter case, the selection of the external auditors shall be agreed between the Parties. The auditors must hold professional liability insurance covering the audit, as VIASAT CONNECT may be held liable in the event of damage caused to the auditor.
- The Customer shall give VIASAT CONNECT at least forty-five days’ written notice so that the Parties can mutually agree on an audit date.
- The Customer shall ensure that the conduct of the audit does not disrupt the performance by VIASAT CONNECT of its obligations under the Agreement, nor the activity of VIASAT CONNECT in general. surer que le déroulement de l’audit ne perturbe pas l’exécution par VIASAT CONNECT de ses obligations au titre du Contrat, ni l’activité de VIASAT CONNECT en général.
- In the event that the audit leads to interruptions of all or part of VIASAT CONNECT’s services, the Parties agree that these interruptions will not be taken into account in the assessment of compliance with VIASAT CONNECT’s service quality commitments and that VIASAT CONNECT may not be held liable for them.
- All documents, information or data, regardless of the medium, entrusted by VIASAT CONNECT to the auditors and/or the Customer during the audit are confidential and must be treated as such.
- VIASAT CONNECT undertakes to contribute to the audits at the Customer’s expense.
- The Customer shall be liable for any loss or damage caused to VIASAT CONNECT as a result of the audit, regardless of whether the audit is carried out by the Customer directly or by external auditors.
10. Location and transfer of entrusted data
The Trusted Data is stored on Cloud servers located within the European Union (EU). This service is provided by the subcontractor Amazon Web Services EMEA SARL (AWS). The Trusted Data is not transferred outside of the EU, unless such transfer is necessary to enable AWS to provide the subscribed services or to comply with a legal obligation or a binding request from a government agency. In this regard, AWS provides specific safeguards relating to data transfers outside of the EU in its Data Protection Agreement (available here), as well as additional provisions on data requests from authorities (available here). If such a transfer were to take place, it would be governed by its documents, as well as the standard contractual clauses adopted by the European Commission pursuant to its implementing decision (EU) 2021/914 of 4 June 2021, in its version “Module 3: “Subcontractor to subcontractor transfer” (viewable here), put in place between AWS and VIASAT CONNECT (or a member of its group of companies, itself acting as a subsequent subcontractor of VIASAT CONNECT), pursuant to the AWS Data Protection Agreement.
11. Application of this agreement
In the event of a contradiction between a provision of the General Terms and Conditions and a provision of the Appendix, the terms of the Appendix shall be deemed to express the will of the Parties by priority. The Appendix forms an integral part of the Agreement. All the clauses of the General Terms and Conditions and appendices that are not modified by the Appendix remain valid and continue to apply under the same terms and conditions as those provided for in the General Terms and Conditions.
Appendix 2 – Security
In the context of its processing of Field Data on behalf of the Customer, VIASAT CONNECT undertakes to comply with the IT security principles listed below in a restrictive manner.
|Governance of information systems security||Internal security policies. The implementation of internal policies covering information security, the upstream assessment of risks in this respect, the processing of personal data and the response to security incidents. Responsibility for security. The presence within the organisation of an IT security manager, responsible for ensuring, coordinating and monitoring security rules and procedures.|
|Staff and awareness||Control processes. The establishment of processes to monitor individuals who may access Field Data to ensure that they have the appropriate skills. Awareness Programme. Implements a comprehensive information security awareness programme within its organisation. Informs its staff of the applicable security procedures and the related role of each employee, as well as the possible consequences of a breach of rules and procedures Termination of the employment relationship. In case of termination of the employment relationship between VIASAT CONNECT and an individual having access to the Field Data, the removal of the user’s access rights and identifiers allowing access and the recovery from the latter of all media that may contain Data.|
|Identity control and access management||« Least privilege ». The implementation of access procedures according to the principle of “least privilege”, allowing VIASAT CONNECT staff or its third party service providers access to the Field Data only to the strict extent and for the strict duration necessary for the performance of the Services. Passwords. The protection of access to the Land Data by authentication mechanisms including, in particular, a password protection system subject to complexity rules. Access log. The maintenance of an auditable log of access to the Land Data. Physical access to premises. Limiting access to the premises where the Data is processed to only those persons who need access for the purposes of the Services, by implementing security measures such as secure entrances with an access control system and doors with a locking system.|
|Data Management||Inventory of resources. Maintaining an inventory of the media on which the Field Data is stored. Access to these inventories is restricted to VIASAT CONNECT personnel authorised in writing. Classification. The implementation of an information classification system. Destruction and anonymisation. The implementation of a process for the destruction or anonymisation of Field Data, when the applicable retention periods are exceeded.|
|Protection measures||Physical protection of facilities. Physical measures to protect the facilities used in the processing of Field Data against accidents, attacks and unauthorised access. IT protection solutions. The implementation of control measures against malicious programs (malware) and protection solutions within the VIASAT CONNECT organisation with the aim of protecting the Field Data from attacks or security breaches, such as, as the case may be, encryption, firewalls, access protection by VPN, etc. Maintenance. Implementation of measures to ensure the maintenance of the digital media, used to process the Field Data. Monitoring. Documentation of information security measures undertaken, as well as security incidents and unauthorised access attempts in a dedicated register.|
|Business continuity and disaster recovery||Recovery arrangements. Implementation of operational continuity and disaster recovery mechanisms, including regular backups of field data. Analysis. Regular reviews of business continuity arrangements.|