Article 1 General
1.1 1.1 These general conditions are applicable to every offer of or agreement with Travis International Trading Services B.V., established in Tilburg and affiliated enterprises such as Travis Road Services Netherlands B.V., Travis Road Services Belgium BVBA, Travis Road Services Germany GmbH, Travis Road Services France SARL (in the following referred to, each individually both as jointly, as ‘Travis’) as well as to the use of the on-line Travis-platform (‘the Travis platform’) as developed and exploited by Travis. Travis develops and exploits the Travis platform in which framework Travis enters into agreements with third parties such as service providers, card companies, and fleet owners (‘the Counterparty’).
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 Counterparty makes sure that Travis has at its disposal at all times the correct information regarding the Counterparty and will timely transmit any possible changes to Travis.
1.4 The applicability of any possible (purchasing) conditions of the Counterparty is expressly rejected.
1.5 In the event lack of clarity were to pertain concerning the interpretation of one or more provisions of these general conditions or if a situation were to occur that has not been provided for in these general conditions, then such an interpretation or additional arrangement respectively applies as corresponds most with the substance and tenor of the (other) general conditions. In case one or more provisions for whatever reason were to be entirely or partially invalid, then such an arrangement applies as approximates the purpose and tenor of the provisions of the general conditions most closely.
1.6 Applicable is always the most recently disclosed version of these general conditions, or at least the version that was effective at the time of adoption of the (relevant) legal relationship with the Counterparty.
1.7 The applicability of the underlying general conditions leaves unaffected the possible applicability of any possible special conditions that concern a specific road service and/or specific functionality of the Travis platform.
1.8 The present general conditions apply in addition to the other conditions, regulations, and statements published on our website, such as the general user conditions, privacy statement, and disclaimer.
1.9 In case of a possible translation of these general conditions in another language, the Dutch version (text) is always determinant.
1.10 From these general conditions can only be deviated to the disadvantage of Travis in a written document signed by Travis.
Article 2 Offers
2.1 All offers of Travis are non-committal and can, if forthwith, still be revoked by Travis after acceptance by the Counterparty.
2.2 Apparent 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 Counterparty.
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 Counterparty of (a specific) functionality of the Travis platform, the Counterparty must register. The Counterparty guarantees towards Travis that the information provided by the Counterparty to Travis, both during and after registration, is always current, correct, and complete and meets the specifications prescribed by Travis.
3.2 For the use by the Counterparty of specific functionality of the Travis platform, the Counterparty owes Travis a fee.
3.3 The Counterparty will exclusively use the Travis platform in accordance with the intended functionality of the Travis platform, in conformity with the registration by the Counterparty. The Counterparty acknowledges that any other use of the Travis platform is unauthorised and may lead to indebtedness towards Travis.
3.4 All use of the Travis platform is subject to the exertions by Travis to the best of its ability.
Article 4 Use of Travis Direct
4.1 Use of Travis Direct is exclusively permitted for the purchase of road service facilities by the Counterparty through the road service providers associated with Travis.
4.2 With 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 with the incorrect use or abuse of such codes always are borne by the Counterparty.
4.3 Any suspicion of abuse, the going missing, or theft of Travis Direct codes must be reported forthwith by the Counterparty to Travis, after which the reference code will be immediately blocked by Travis. Such a report must occur through +31 (0)881148900, specifying the issue, client name, and time of the presumed transaction(s).
4.4 The Counterparty 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 Counterparty is obliged to timely notify Travis in the matter of the 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. TRAVIS reserves the right to change that term to another term by means of a written notification to the customer. Invoices are delivered electronically by e-mail and 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 Counterparty falls into default without any further warning or default notice.
5.4 Over the period that the Counterparty is in default, the Counterparty owes Travis a (compound) interest of 1% per month, as well as compensation for extrajudicial costs. The extrajudicial costs are fixed at the amount in accordance with the graduated scale associated 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 Counterparty.
5.5 Payments made by the Counterparty in the first place serve to be deducted from the costs, subsequently to be deducted from the interest owed, and subsequently to be deducted from the principal.
5.6 In the matter of what he owes to Travis, the Counterparty is never authorised to make an appeal to setoffs.
5.7 Any possible objections of the Counterparty against an invoice of Travis must be communicated by the Counterparty within five (5) days after receipt to Travis in writing, after which any possible objections can no longer be taken under advisement by Travis and the Counterparty will have waived his (presumed) rights. Any possible objections against the amount of any invoice do not suspend the payment obligation.
Article 6 Suspension and rescission
6.1 Travis has the right (such at the option of Travis) to either completely or partially suspend compliance with its obligations or to rescind the agreement, if so desired with immediate effect, if:
a. the Counterparty does not, does not completely, or does not timely comply with the obligations from the agreement;
b. after conclusion of the agreement, circumstances come to the knowledge of Travis that provide Travis with legitimate grounds to fear that the Counterparty will not comply with their obligations;
c. the Counterparty is asked upon or after conclusion of the agreement to lodge security for the fulfilment of their obligations and this security fails to be made or in the opinion of Travis is insufficient;
d. circumstances pertain that indicate the (possible) involvement of the Counterparty in criminal activities, the laundering of funds, the funding of terrorism, or in such activities as are fought by international resolutions.
6.2 In case Travis proceeds with suspension or rescission, it is in no manner held to compensate any type of damage or costs.
6.3 In case of rescission, the claims of Travis on the Counterparty are immediately exigible.
6.4 In case the rescission is attributable to the Counterparty, Travis is entitled to compensation of all damage and costs that are the direct or indirect result thereof.
Article 7 Force majeure
7.1 Travis is not bound towards the Counterparty to fulfil any obligation in the event of force majeure.
7.2 By force majeure is intended in this context, besides what is understood as such in the law and jurisprudence: all external causes, foreseen or unforeseen, over which Travis cannot exert any influence, that prevent that Travis is able to timely, completely, and properly fulfil its obligations, also including 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 during the period that the force majeure continues to suspend the obligations from the agreement. If the period of force majeure last longer than three months, each of the parties has the right to rescind 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 entry into effect of the force majeure 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.
Article 8 Liability
8.1 Travis is only liable for a shortcoming in compliance with the agreement if the shortcoming was caused by the grave negligence of Travis or because Travis has acted incorrectly, which it can be reproached for to a serious degree.
8.2 Under no circumstance is Travis liable for damage caused by the helpers or third persons deployed by it, also including the road service providers, to the Counterparty. Under no circumstance is Travis liable if the Counterparty has not, has not completely, and/or has not properly followed the advice, warnings, or instructions provided by Travis and/or the helpers and or third parties deployed by it, regardless of what the liability is based upon.
8.4 Under no circumstance is Travis liable for damage for which the Counterparty has taken out insurance or could reasonably have taken insurance, regardless of what the damage is based upon. The Counterparty safeguards Travis against any possible claims of insurers concerning.
8.5 Travis is never liable for consequential damage, also including, though not limited to, loss of profit, missed savings, immaterial damage, business- or environmental damage, regardless of what the liability is based upon.
8.6 Any claim of the Counterparty on Travis lapses if after expiry of one (1) year after the arisal of the claim by the Counterparty, no judicial proceedings on merits have effectively been filed against Travis. On pain of the lapsing of any entitlement to compensation of damage, the Counterparty must communicate damage claims to Travis in writing, no later than within three (3) months after the Counterparty has discovered the damage or could have discovered such.
8.7 If and to the extent, despite what is stipulated in this article, any liability were to fall upon Travis, such liability in case of damage to matters is limited to the restoral and replacement costs until a maximum of the principal as stated on the relevant invoice. In case of damage to persons and in all other cases, the liability of Travis is limited at all times to the disbursement that the liability insurance taken out by Travis grants entitlement to, increased by the deductible that Travis bears under that liability insurance. If and to the extent for whatever reason no disbursement were to take place pursuant to the intended insurance, the total liability, regardless of what it is based upon, is limited at all times to the amount invoiced as the principal by Travis in connection with the damage-causing fact or at least the agreement, with a maximum of € 1,000.00 (one thousand euros).
8.8 To the extent third parties and helpers, including road service providers, that Travis has deployed for the implementation of the agreement limit their liability in relation to it, all agreements with Travis imply the authority of Travis to accept such liability limitations also on behalf of the Counterparty. Any liability of Travis for unexpected shortcomings of such third parties and helpers, including road service providers, is excluded.
8.9 Under no circumstance is Travis liable for damage 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.
8.10 What is stipulated in this article does not apply if the damage is the result of the wilful intent or deliberate recklessness of the management of Travis.
Article 9 Intellectual property rights
9.1 All intellectual property rights concerning Travis and the Travis platform, such as with regard to the name Travis, the logo, the website, and the software lie with Travis or licensors. Any use (of the content) thereof, including their complete or partial multiplication, publication, copying, or storing of such content otherwise than for own use by the Counterparty is prohibited, without the express prior written consent of Travis. The reselling or provision by the Counterparty to one or more third parties of the services purchased by the Counterparty is expressly prohibited.
9.2 All rights of intellectual property to the services provided to the Counterparty lie exclusively with Travis, its licensors, or its suppliers. The Counterparty will at all times respect the intellectual property rights associated with such.
9.3 The counterparty exclusively obtains the licenses that have been granted through the present or other applicable general conditions, the agreement, and the law expressly to the Counterparty. A license to which the Counterparty is entitled is non-exclusive, non-transferable, non-pawnable, and non-sub-licensable.
Article 10 Applicable law and choice of court
10.1 To all disputes between Travis and the Counterparty, Netherlands legislation is exclusively applicable, also in the event that any undertaking is entirely or partially implemented abroad and/or the Counterparty is established abroad.
10.2 The competent court of law in the place of establishment of Travis is exclusively authorised to hear any possible disputes, unless a provision of mandatory legislation or of a treaty prescribes otherwise. Travis nevertheless has the right to submit disputes to the court competent pursuant to the law.
10.3 Before submitting a dispute to the court of law, parties are obliged to try to come to a solution through negotiation.
Travis International Trading Services B.V.
Travis Road Services Netherlands B.V.
Travis Road Services Belgium BVBA
Travis Road Services Germany GmbH
Travis Road Services France SARL
29 June 2020