Article 1 General
1.1 These general terms and conditions are applicable to every offer of or agreement with Travis International Trading Services B.V., established in Tilburg and with affiliated enterprises such as Travis Road Services Netherlands B.V., Travis Road Services Belgium BV, Travis Road Services Germany GmbH, Travis Road Services France SARL (hereinafter referred to, each individually and jointly, as ‘Travis’). Travis sells subscription-based access to its platform and makes it available to its customer (“Customer”) who is then able to access the platform to procure certain services (platform access and the purchase of services hereinafter combined “the Services”). Accordingly, Travis and Customer enter into an agreement for platform access and services, to which these general terms and conditions integrally apply.
1.2 Details Travis: Travis International Trading Services B.V., Dr. Hub van Doorneweg 183, 5026 RD Tilburg, registration number trade register: 77875575, VAT-number: NL825896587B05 (for the details of affiliated enterprises, see www.yourtravis.com/en/contact).
1.3 The Customer ensures that Travis at all times is in the possession of correct and complete Customer information and will immediately communicate any changes to such information to Travis.
1.4 The applicability of any (purchasing) terms and conditions of the Customer is hereby expressly rejected.
1.5 Should there be any doubt about the interpretation of one or more provisions of these general terms and conditions, or a situation occurs that has not been provided for in these general terms and conditions, then such an interpretation, or in the latter case such an additional arrangement applies which corresponds most with the content and purpose of the other provisions in these general terms conditions.
If one or more provisions in these general terms and conditions or in any agreement between parties is null and void or is nullified, this will not affect the validity and/or enforceability of the remaining provisions herein or in the agreement. Such provision(s) shall be amended in a way that is most in line with the content and purpose of the remaining provisions.
1.6 The most recently disclosed version of these general terms and conditions are applicable at all times. If the most recent version of these general terms and conditions was not disclosed to Customer, then the version applies which was effective at the time at which parties entered into the agreement.
1.7 Notwithstanding these general terms conditions, any special conditions that concern a specific road service and/or specific functionality of the Travis platform may apply.
1.8 Use of the Services is subject to these general terms and conditions as well as any other conditions, regulations, and statements published on our website, such as the general user conditions, Travis Truck Parking Regulations, privacy statement, and disclaimer.
1.9 Should these general terms and conditions be translated to another language, then the English version shall take precedence at all times.
1.10 Any changes to these general terms and conditions are valid only when expressly agreed in writing.
Article 2 Offers
2.1 All offers of Travis are nonbinding (vrijblijvend) and can be revoked by Travis after acceptance by the Customer, provided that Travis does so forthwith (onverwijld) after entering into the agreement.
2.2 Mistakes and/or errors in offers do not bind Travis.
2.3 Even though information and specifications regarding the services offered by Travis are provided to our best knowledge and with the greatest possible diligence, they cannot be considered binding by the Customer and Customer may not rely on such information.
2.4 Unless indicated otherwise, prices listed in an offer apply exclusive of sales tax, other government-imposed levies and any other possible charges, such as administration costs.
Article 3 Registration and use Travis platform
3.1 If use is made (except upon the acceptance by the road service providers associated with Travis of a card provided by a card company collaborating with Travis) by the Customer of (a specific) functionality of the Travis platform, the Customer must register. The Customer guarantees towards Travis that the information provided by the Customer to Travis, both during and after registration, is always current, correct, and complete and meets the specifications prescribed by Travis.
3.2 The Customer will exclusively use the Travis platform in accordance with the intended functionality of the Travis platform, in conformity with the registration by the Customer. The Customer acknowledges that any other use of the Travis platform is unauthorised and may lead to being liable towards Travis. If Customer’s use of the Travis platform causes or threatens to cause Travis to violate any applicable law or to disrupt the provision of services to others, Travis may remove data or suspend use of the Travis platform to the extent necessary to prevent such violation or disruption, where reasonably possible after prior notification and giving Customer the opportunity to solve the issue.
3.3 The Services are made available to Customer on an efforts basis (inspanningsverplichting). Travis does not make any warranties or accept any liability in relation to its Services, including but not limited to access to the platform, functionality of the platform and the correctness of the available information on its platform.
Article 4 Use of Travis Direct
4.1 Use of Travis Direct is exclusively permitted for the purchase of road service facilities by the Customer through the road service providers associated with Travis.
4.2 On its platform Travis offers the possibility of distributing reference codes (such as QR-codes and numerical codes). These codes can be used for the authentication and authorisation of road service facilities associated with Travis. Risks flowing from or related to the incorrect use or abuse of such codes are at all times borne exclusively by the Customer.
4.3 Any suspicion of abuse, theft or loss of Travis Direct codes must be reported immediately (onverwijld) after the event by the Customer to Travis, after which the reference code will be immediately blocked by Travis. Customer shall report such incidence by calling +31(0)881148900 – or such other telephone number as made available from time to time by Travis to Customer – specifying the issue, Customer name, and time of transaction(s) which are deemed invalid.
4.4 The Customer remains responsible and liable towards Travis for the use of Travis Direct codes until the moment that it/they has/have been blocked.
4.5 The Customer is obliged to timely notify Travis in such matters of any possible modification of information that is relevant for Travis Direct.
Article 5 Invoicing and payment
5.1 The costs are invoiced by TRAVIS on a weekly basis or as otherwise agreed with Customer. TRAVIS reserves the right to change its payment term and or invoicing frequency by means of a written notification to the Customer. Invoices are send electronically by e-mail and accessible via the Customer’s log-in and must be paid within the agreed terms or according to the specifications on the corresponding documents.
5.2 Payments must be made via SEPA direct debit (B2B) or another local direct debit system or other payment method agreed by TRAVIS and the Customer. In the event of a change in the direct debit order, the Customer is obliged to communicate the relevant information to TRAVIS and its bank.
5.3 If timely payment fails to be made, the Customer falls into default without any further warning or default notice (verzuim). In such case, Travis shall have the right to suspend Customer’s use of the Services until payment has been made.
5.4 Over the period that the Customer is in default, the Customer owes Travis a (compound) interest of 3% per month, as well as compensation for extrajudicial collection costs. The extrajudicial costs are determined in accordance with the decree on extrajudicial costs ‘Besluit vergoeding voor buitengerechtelijke kosten’ of 25 October 2017 (Stb. 2017,419), without prejudice to the right of Travis to bill further reasonable costs to the Customer.
5.5 Payments made by the Customer shall first be deducted from any collection costs, subsequently shall be deducted from any interest owed, and subsequently shall be deducted from the principal amount owed.
5.6 Travis may, but is not obliged to, set off its claims against Customer against claims that Customer has against Travis. Customer may not set off its claims against claims against Travis.
5.7 In the event that the Customer disputes any invoice it shall notify Travis no later than five (5) working days (working days are Monday to Friday from 9:00h in the morning to 17:00h in the afternoon, except for public holidays) after receipt to Travis in writing, providing both the reasons why the invoice is disputed as well as any supporting evidence, after which the Customer will have waived any presumed rights. Any possible objections against the amount of any correct and complete invoice do not suspend the payment obligation.
5.8 At its sole discretion, Travis may change its fees from time to time as to reflect advances or changes in technology or the way the services are being used by Customer.
5.9 All fees are subject to indexation by the greater of either 3 (three) percent, or the Consumer Price Index of the Statistics Netherlands Bureau (alle huishoudens). Indexation takes place each January 1st.
Article 6 Suspension and termination
6.1 Without prejudice to any other rights or remedies Travis or Customer may have, and without affecting Travis’ right to suspend under article 5.3, each of them may partly or completely terminate or suspend the agreement by giving written notice with immediate effect and without obtaining a court’s decision first, if the other imputably fails to perform a material obligation under the agreement after having received written notice of default in which it has been given a 30 (thirty) day period to remedy the breach.
6.2 Each party may partly or completely terminate an agreement in writing with immediate effect and without notice of default or obtaining a court’s decision first, without prejudice to any other the rights or remedies it may have, if;
(i) The other party is granted a provisional or non-provisional suspension of payments,
(ii) A petition for liquidation is filed with regards to the other party,
(iii) The other party has bankruptcy or insolvency proceedings instituted against it or files or petitions for insolvency or bankruptcy, or
(iv) The other party’s business is wound up or terminated for other reasons than a business reconstruction or merger.
6.3 Travis may at its sole discretion either suspend its performance under the agreement, or partly or completely terminate the agreement in writing with immediate effect without liability to Customer, and without obtaining a court’s decision first or a notice of default,
(i) if Travis or any subcontractor is prohibited by any applicable government authority from providing the services,
(ii) if any material term, condition, or rate under the agreement is substantially changed by any applicable government authority, or
(iii) if due to its subcontractors the provision of services has become permanently impossible,
(iv) if after conclusion of the agreement, circumstances come to the knowledge of Travis that provide Travis with legitimate grounds to fear that the Customer will not comply with its obligations,
(v) if the Customer is asked by Travis upon or after conclusion of the agreement to provide security for the fulfilment of its obligations and this security fails to be made or in the opinion of Travis is insufficient,
(vi) if circumstances arise that indicate the (possible) involvement of the Customer in criminal activities, the laundering of funds, the funding of terrorism, or in such activities which are prohibited by international resolutions or if Customer violates any applicable rules and regulations and/or legislation. Customer warrants (garandeert) that it shall remain compliant at all times with any applicable local or international laws and regulations.
6.4 Termination under this article 6 does not affect the rights of the parties accrued up until the date of such termination. All amounts owed by Customer to Travis will become immediately due upon termination by Travis.
6.5 In case Travis terminates the agreement under this article 6 and such termination is attributable to Customer, then Travis is entitled to compensation of all damages and costs that are the direct or indirect result thereof.
6.6 The applicability of 6:265 Dutch Civil Code (ontbinding) shall be excluded for the Customer.
Article 7 Force majeure
7.1 Travis is not bound towards the Customer to fulfil any obligation under the agreement in the event of force majeure.
7.2 An event of force majeure under this article 7 shall mean, besides what is understood as such in the law and jurisprudence: all external causes, foreseen or unforeseen, over which Travis cannot exert any influence, which prevent Travis from timely, completely, and properly fulfilling its obligations, including but not limited to, work strikes at the enterprise of Travis or of third parties, and all matters in the widest sense of the term.
7.3 Travis also has the right to appeal to force majeure if the circumstance resulting in force majeure enters into effect after Travis should have fulfilled its obligation.
7.4 Travis has the right to suspend its obligations under the agreement during the period that the force majeure continues. If the period of force majeure last longer than three (3) months, each of the parties has the right to terminate the agreement, such without the obligation to compensate damage or costs to the other party.
7.5 If and to the extent Travis at the time of the start of the force majeure event has already partially fulfilled its obligations or is able to partially fulfil its obligations, Travis has the right to separately invoice the part already fulfilled or still to be fulfilled respectively and Customer shall be under the obligation to pay the invoice in accordance with
article 5 of these general terms and conditions.
Article 8 Liability
8.1 Travis is only liable for breach of the agreement if the breach was caused by gross negligence of Travis.
8.2 Under no circumstances is Travis liable to the Customer for damages caused by third parties deployed by Travis, including but not limited to Travis’ subcontractors and road service providers. Customer must at all times follow the advice, warnings or instructions provided by Travis and/or its subcontractors or third parties deployed by Travis.
8.3 Under no circumstance is Travis liable for damages for which the Customer has taken out insurance or could reasonably have taken insurance, regardless of what the claim for damages is based upon. The Customer indemnifies (vrijwaring) Travis against any possible claims of respective insurers.
8.4 Under no circumstances is Travis liable for consequential (indirect) damages, including but not limited to, loss of profit, missed savings, immaterial damage, business- or environmental damage, regardless of what the liability is based upon.
8.5 Any claim by Customer lapses if after one (1) year after the event giving rise to the claim, no judicial proceedings on merits have effectively been filed against Travis. The Customer must communicate any claims for damages to Travis in writing, no later than within three (3) months after the Customer has discovered the damages or could have discovered such. Failure to do so will result in Customer losing any right to compensation of damages.
8.6 If and to the extent, notwithstanding what is stipulated in this article, any liability were to fall upon Travis, such liability in case of damages to goods is limited to the restoration or replacement costs to a maximum of the amount owed by Customer to Travis for the invoice relating to the time period in which the damages occurred. In case of damage to persons and in all other cases, the liability of Travis is limited at all times to the amount paid under Travis’ liability insurance, increased by the deductible that Travis bears under that liability insurance. If and to the extent for whatever reason no payment will be made under the insurance policy, then Travis’ total liability, regardless of what it is based upon, is limited at all times to the amount invoiced as the principal by Travis for the service in direct relation with which the damages occurred, with a maximum of
€ 1,000.00 (one thousand euros).
8.7 To the extent that Travis’ subcontractors and road service providers, or other third parties that Travis has deployed for the implementation of the agreement limit their liability in relation to it, such limitations shall directly apply to Customer. Where such (third party) limitations apply to similar circumstances as covered by Travis’ limitations of liability, they shall only be applicable insofar those limitations are stricter than Travis’ limitations as stipulated in this article 8. Any liability of Travis for breaches of the agreement by such third parties, including but not limited to Travis’ subcontractors, including road service providers, is excluded.
8.8 Under no circumstance is Travis liable for damages as a result of the (temporary) unavailability and/or improper functioning of the website of Travis and/or on-line connection with the Travis platform, regardless of what the liability is based upon. Travis is never liable in the matter of the unauthorised use of log-in codes.
8.9 What is stipulated in this article does not apply if the damages are the result of the wilful intent or deliberate recklessness of the management of Travis.
8.10 Damages owed by Customer to Travis shall not be limited.
Article 9 Intellectual property rights
9.1 All intellectual property rights concerning Travis, the Services including but not limited to the Travis platform, such as with regard to the name Travis, the logo, the website, and the software (including source code) remain with Travis or licensors. Any use (of the content) thereof, including their complete or partial multiplication, publication, copying, or storing of such content without prior written consent of Travis is prohibited. The reselling or provision by the Customer to one or more third parties of the Services including any road services purchased by the Customer is expressly prohibited.
9.2 Any and all use licenses granted to Customer are limited to those obtained through these general terms and conditions, any other applicable general conditions, the agreement, or those which the law expressly grants to the Customer. Any license to which the Customer is entitled is non-exclusive, non-transferable, non-sub-licensable and shall under no circumstances be pledged (verpanding) under any financial arrangement.
Article 10 Assignment
10.1 Customer shall not be entitled to assign, sub-license, transfer or otherwise dispose of any of its rights or obligations hereunder without the prior written consent of Travis (not to be unreasonably withheld).
Article 11 Data privacy
11.1 Insofar Travis processes personal data of or on behalf of Customer, Travis shall process such data for the sole purpose of performing services as agreed under the agreement. Where applicable, parties shall enter into a separate data processing agreement. Insofar applicable, Travis shall at all times act in accordance with the GDPR, regardless of whether Travis acts as data controller or data processer.
Article 12 Applicable law and disputes
12.1 All agreements between Travis and Customer shall be subject to Dutch law. The applicability of the Convention on Contracts for the International Sale of Goods 1980 is excluded.
12.2 Any disputes arising under the agreement or any further agreements between Customer and Travis, regardless of in which country such agreements are fully or partially executed, shall be exclusively settled by the court of Breda.
12.3 Before submitting a dispute to the competent court of law, parties are obliged to try to come to a solution through negotiation. If after three (3) months after a party received notification of a dispute, parties haven’t reached agreement, either party shall be entitled to initiate legal proceedings. This shall not affect the rights of either party to file for an injunction in summary proceedings (kort geding) or to take precautionary legal measures.
Article 13 Agreement
13.1 Customer warrants (garandeert) that any agreements with Travis shall be entered into by Customer’s duly authorised representatives.
Travis International Trading Services B.V.
Travis Road Services Netherlands B.V.
Travis Road Services Belgium BV
Travis Road Services Germany GmbH
Travis Road Services France SARL
29 June 2020 – revised 21 October 2020