Version: August 2023

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Table of contents

1. Applicability, quotation and acceptance
2. Delivery of SaaS
3. Provisions on maintenance
4. Provisions on service & support
5. Development of Works
6. Completion and acceptance
7. Rights of intellectual property
8. Prices and payment
9. Confidentiality
10. Liability
11. Duration and termination
12. Amendments to the agreement
13. Other provisions

1. Applicability General Terms & Conditions, offer and acceptance

1.1 These General Terms and Conditions apply to all offers, agreements and proposals arising therefrom with regard to the Software-as-a-Service-techonology to be delivered, hereinafter referred to as “the SaaS-technology”, between TOOGETHR B.V. in Utrecht, registered in the trade register of the Chamber of Commerce under number 66724821 and its counterparties, the latter hereinafter referred to as "Client".

1.2 Provisions or general (purchase) conditions of Client are explicitly not applicable and, insofar as Client refers to them, are explicitly rejected by TOOGETHR. Only terms and conditions (of purchase) of Client explicitly accepted in writing by TOOGETHR are applicable.

1.3 TOOGETHR prepares an offer in which TOOGETHR indicates what work related to the SaaS-technology TOOGETHR offers to perform for Client, what is included in the SaaS-technology and the amount due for it. Only the description of the SaaS-technology indicated in the offer is binding.

1.4 In general, the SaaS-technology includes supply and maintenance of the TOOGETHR software, supply of licensed software, the provision of remote support, and everything related to this.

1.5 An offer is entirely non-binding and valid until the date indicated in the offer or until it is withdrawn by TOOGETHR. TOOGETHR can never be obliged to accept an acceptance after this period, but if TOOGETHR does so, the offer is still accepted.

1.6 If Client does not explicitly indicate the agreement with the offer, but nevertheless agrees - or creates the impression - that TOOGETHR performs work that falls within the description of the SaaS-technology, the offer is considered accepted.

1.7 For requests for additional work, TOOGETHR will either provide an appropriate quotation or carry it out at the prices agreed at the time with the Client, at additional cost.

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2. Delivery of the Saas-technology

2.1 After the agreement is concluded, the SaaS-technology will be performed by TOOGETHR as soon as possible in accordance with the offer, taking into account reasonable wishes of Client. 

2.2 Client is obliged to do and refrain from doing all that is reasonably desirable and necessary to enable a correct and timely performance of the SaaS-technology. In particular, Client shall ensure that all data, which TOOGETHR indicates are necessary or which Client should reasonably understand are necessary for the performance of the SaaS-technology, are provided to TOOGETHR in a timely manner.

2.3 TOOGETHR shall carry out the SaaS-technology carefully, soundly and to the best of its ability. TOOGETHR is entitled, but never obliged, to examine the correctness, completeness or coherence of the data made available to it and, in case of detection of any imperfections, to suspend the agreed work until the moment Client has removed the imperfections in question.

2.4 TOOGETHR is entitled to (temporarily) withhold or limit the SaaS-technology, in other words, to suspend its obligations towards Client in whole or in part, if Client fails to fulfill any obligation towards TOOGETHR in relation to the agreement or acts in breach of these general terms and conditions.

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3. Provisions on maintenance

3.1 "Maintenance" means to allow the SaaS-technology to function in accordance with the qgreement or further agreement, and more generally to repair errors. TOOGETHR shall endeavor to carry out the maintenance to the best of its ability.

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4. Provisions on service & support 

4.1 If specific service is agreed for the use of TOOGETHR's SaaS-technology, this is stated separately in the agreement with Client. In the context of service and support, the following situations are not considered disruptions of the SaaS-technology:

• Interruptions resulting from changes to the SaaS-technology to be delivered at the request of Client;
• Interruptions where persons employed by or working for TOOGETHR are unable to access end user data to provide service and/or support; and
• Interruptions resulting from adjustments to or disruption of external factors (including network availability).

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5. Development of Works

5.1 If the SaaS-technology involves the development, configuration and/or adaptation of Works, such as websites, data files, software, documentation, advice, reports, analyses, designs, texts, photographs, films, images, audio-visual material, logos or house styles (hereinafter referred to as "Works"), the parties will consult to make further arrangements in this respect, before Supplier makes use of images, software and components of third parties in the development, configuration or adaptation of Works.

5.2 TOOGETHR is allowed to use open source software whose rights are held by third parties. This means, inter alia, that TOOGETHR may supply open source software to Client and may incorporate open source software in Works that TOOGETHR creates or adapts in the context of a Service. If the licence of certain open source software entails that Client can only distribute (parts of) the Software as open source, TOOGETHR shall adequately inform Client of all applicable licence conditions and Client shall give its consent and cooperation to this by way of a third-party clause.

5.3 After delivery, the responsibility for correct compliance with the relevant third-party licences when using the developed Works lies with Client.

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6. Completion and acceptance 

6.1 After performing the work, TOOGETHR will deliver the result when, in its professional opinion, it meets the specifications and is suitable for use.

6.2 Client must then evaluate and approve or reject the work delivered within a period of 14 days after delivery. If Client does not reject the delivery within this period, the delivery is deemed to have been accepted.

6.3 If Client disapproves the delivered product in whole or in part, TOOGETHR shall endeavour to remove the reason for disapproval as soon as possible, if such disapproval is well-founded.

6.4 After acceptance of the delivered work, the warranty period of 6 months for the SaaS-technology commences. After expiry of these respective periods, all liability for any defects in the SaaS-technology delivered lapses.

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7. Rights of intellectual property

7.1 All intellectual property rights to any SaaS-technology or Works developed or provided by TOOGETHR under the agreement shall belong exclusively to TOOGETHR. Only if explicitly stated in the agreement or separately explicitly agreed, rights may be transferred to the Client.

7.2 Client only acquires the rights of use and powers arising from the scope of the agreement or granted in writing. Otherwise Client shall not reproduce or disclose the Works or other results of materials related to the SaaS-technology. Any use, reproduction or disclosure of the materials beyond the scope of the agreement or rights of use granted shall be considered a violation of copyright or infringement of TOOGETHR's intellectual property rights.

7.3 Client is not allowed to remove or change any indication concerning copyrights, brands, trade names or other intellectual property rights from the materials related to the SaaS-technology or Works, including indications concerning the confidential nature and secrecy of the materials.

7.4 In case of infringement of the intellectual property rights of TOOGETHR by Client or by persons employed by or working on behalf of Client, Client forfeits in favor of TOOGETHR, or TOOGETHR's legal successor under general or special title, an immediately due and payable fine amounting to EUR 25.000,- (in words: twenty-five thousand euros) per infringing act, all this without prejudice to TOOGETHR's right to claim performance and compensation for the damage suffered and still to be suffered or to take other legal measures to have the infringement terminated.

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8. Prices and payment

8.1 Client purchases the Saas-technology on:

1. Subscription basis, i.e. a fixed amount per period based on the agreed number of licenses; and/or
2. Supplemented by any variable recurring costs, that is, an amount per additional license cost. This amount is payable in arrears per period; and/or
3. Supplemented by any project-based costs, i.e. a fixed amount per project, this amount is to be paid in advance.

8.2 During the term, periodic consultations shall take place between TOOGETHR and Client on subjects relating to the agreement, except for urgent circumstances. In that case, the parties shall consult with each other immediately after revelation of the urgent circumstance.

8.3 TOOGETHR will send a (digital) invoice for the amounts owed by Client to the (email) address provided by Client.

8.4 Unless otherwise stipulated in the agreement, the term of payment of invoices from TOOGETHR is 

14 days from the date of the invoice. If Client fails to pay on time, he is legally in default after this period has expired without notice of default being required. If an amount due is not paid within the payment term, the statutory (commercial) interest is due on the outstanding invoice amount.

8.5 If Client believes that (a part of) a digital invoice is incorrect, Client must report this to TOOGETHR within the payment period. The payment obligation of the disputed part (but not the rest) is suspended until TOOGETHR has investigated the report. If after TOOGETHR's investigation it appears that the dispute was unjustified, Client must still pay the disputed amount within 7 days.

8.6 In case of late payment, Client is, in addition to the amount due and the interest accrued thereon, obliged to pay in full both extrajudicial and legal (collection) costs, including the costs of lawyers, bailiffs and collection agencies. Moreover, in this case TOOGETHR is entitled to charge administration costs of EUR 50. TOOGETHR is further entitled to suspend the provision of the Saas-technology to Client until full payment of the amounts due has been received.

8.7 The prices may be indexed annually (for the first time 12 months after the date of the agreement). Any indexation takes place for at most the CPI index of the CBS, series 2015 = 100, according to the following calculation method: (index figure (new quarter) - index figure (old quarter) / index figure (old quarter) x 100%). As new quarter the most recent quarter for which the final index figure is known is used. As old quarter the same quarter of the previous year is taken into account.

8.8 The claim for payment is immediately due and payable in case Client is declared bankrupt, applies for a suspension of payment or a general attachment is imposed on Client’s assets, Client dies, goes into liquidation or is dissolved.

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9. Confidentiality

9.1 Parties will keep confidential any information they provide to each other before, during or after the execution of the agreement if this information is marked as confidential or if the receiving party knows or should know that the information was intended to be confidential. Parties shall also impose this obligation on their employees as well as on third parties engaged by them for the execution of the agreement.

9.2 TOOGETHR is entitled to use and process data that Client stores and/or distributes through the software to which the Saas-technology relates, if this is necessary for the proper execution of the agreement. TOOGETHR is not obliged to maintain confidentiality if it is obliged to disclose confidential information under a legal provision or court order.

9.3 TOOGETHR may use the knowledge gained in the execution of the agreement for other assignments, as long as no Client’s information becomes available to third parties in violation of confidentiality obligations.

9.4 To the extent that there is any processing of Client’s personal data by TOOGETHR, the parties shall separately enter into a processing agreement in accordance with TOOGETHR's model.

9.5 In case of breach of one or more obligations, as formulated in this article, by Client or by persons employed by or working for Client, Client forfeits in favor of TOOGETHR, or TOOGETHR's legal successor under general or special title, an immediately payable fine that is not subject to judicial mitigation amounting to EUR 25.000,- (in words: twenty-five thousand euros) per violation, all this without prejudice to TOOGETHR's right to claim performance and compensation for the damage suffered and still to be suffered or to take other legal measures in order to have the violation ended.

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10. Liability

10.1 TOOGETHR is only liable to Client in case of an attributable failure in the fulfillment of the agreement and only for substitute damages, i.e. compensation of the value of the performance defaulted on by TOOGETHR.

10.2 Any liability of TOOGETHR for direct damage is always limited to a maximum of the order value (exclusive of VAT) mentioned in the agreement to which the liability relates or to a maximum of the annual amount of the licence fees owed by Client, if no agreement exists. TOOGETHR is not liable for indirect damage or consequential damage, damage due to lost turnover or profit, damage due to loss of data as well as damage due to exceeding deadlines.

10.3 TOOGETHR's liability for attributable failure in the fulfillment of the agreement only arises if Client gives TOOGETHR immediate and proper notice of default in writing, whereby a reasonable term is given to remedy the failure, and TOOGETHR continues to fail imputably in the fulfillment of its obligations even after that term. The notice of default must contain as detailed a description of the failure as possible, so that TOOGETHR is able to respond adequately.

10.4 Client makes the SaaS-technology available to end users known to Client. In order to detect and prevent fraudulent activities in the use of the Saa-technology by these end users, TOOGETHR takes measures and uses industry standard processes. End users of the SaaS-technology are instructed to act responsibly and not contrary to morality, public order or the law when using the SaaS-technology (among other things, by agreeing to TOOGETHR's EULA when using the SaaS-technology for the first time). Client shall be liable for and fully indemnify TOOGETHR against any and all claims and/or demands of third parties, including the end users of the SaaS-technology, on any account whatsoever, resulting from acts contrary to morality, public order or the law by end users. The scope of the aforementioned indemnification shall in any case include all property damage suffered by TOOGETHR, including - but not necessarily limited to - the full costs of legal assistance.

10.5 In case of force majeure, which in any case includes malfunctioning or failure of the internet, telecommunication infrastructure, power failures, domestic riots, mobilization, war, traffic jams, government measures, strikes, lockouts, business disturbances, supply stagnation, fire, floods, import and export impediments, epidemics and in case TOOGETHR is unable to deliver by its own suppliers regardless of the reason, are unable to deliver, as a result of which fulfillment of the agreement cannot reasonably be demanded from TOOGETHR, the obligation for TOOGETHR to execute the agreement shall be suspended or the agreement shall be terminated when the force majeure situation has lasted longer than 90 days, all without any obligation to pay damages.

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11. Duration and termination

11.1 The agreement is entered into for an indefinite period, unless otherwise expressly agreed between the parties in the agreement.

11.2 Termination shall take place as stated in the agreement. Termination shall take place by the end of the calendar month in which the termination takes place.

11.3 After cancellation, termination or dissolution for whatever reason, TOOGETHR is entitled to erase all data stored on its premises for the benefit of Client after 6 months from the date the agreement expires, unless legal obligations for TOOGETHR state otherwise. TOOGETHR is willing to provide Client with a copy of these data at cost price.

11.4 After termination of the agreement, the provisions, which by their nature are intended to remain in force thereafter, including the duty of confidentiality, shall remain in full force.

11.5 The parties are entitled to terminate the agreement with immediate effect if a party is declared bankrupt, applies for a suspension of payments, suffers a general attachment of assets, dies, goes into liquidation or is dissolved.

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12. Amendments to the agreement

12.1 Amendments to the agreement concluded between the parties shall only be possible and legally valid if such amendments are expressly agreed in writing between the parties.

12.2 However, if the agreement is a long-term agreement, TOOGETHR is entitled to unilaterally modify or extend these general terms and conditions once per calendar year. To this end, it shall notify Client at least 2 months before the adjustments or extensions will take effect. A continuing performance contract is deemed to exist if a duration of more than 1 year has been agreed at the start of the continuing performance contract. Amendments to the general terms and conditions do not affect the specific agreements between parties, nor do they affect the essence of the Services to be provided by TOOGETHR.

12.3 If Client objects within the 2-month period referred to in the previous paragraph, TOOGETHR will consider whether or not to withdraw the objectionable adjustments or extensions. TOOGETHR will notify Client of this decision. If TOOGETHR does not wish to withdraw the adjustments or extensions that are objectionable to Client, Client is entitled to terminate the agreement as of the effective date of the amended general terms and conditions, unless the amendment is of such minor significance that it does not justify such termination of the agreement.

12.4 TOOGETHR may make amendments to these general terms and conditions at any time if they are necessary due to amended legal regulations. Such amendments shall not entitle Client to cancel or otherwise terminate the agreement.

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13. Other provisions

13.1 The agreement shall be governed by and construed in accordance with Dutch law. Insofar as not otherwise described by the rules of mandatory law, all disputes that may arise as a result of this agreement shall be submitted to the competent Dutch court for the district in which TOOGETHR has its registered office.

13.2 Should any provision in the agreement be void, voidable or non-binding, the agreement shall remain in force in all other respects. Parties will consult on the provision in question, with the aim of agreeing on a legally valid provision that, as far as possible, has the same content and effect as the void, voidable or non-binding provision.

13.3 In these general terms and conditions, 'in writing' also includes e-mail and other electronic communications, provided that the identity of the sender and the correctness and completeness of the content of the communication made have been sufficiently established. The parties will confirm the receipt and content of communications by e-mail. 

13.4 Any written communication received or stored by TOOGETHR from or on behalf of Client shall be deemed authentic, subject to evidence to the contrary to be provided by Client.

13.5 A party is only entitled to transfer its rights and obligations under the agreement to a third party with the prior written consent of the other party. Notwithstanding this, TOOGETHR is always entitled to transfer its rights and obligations under the agreement to a parent, subsidiary or sister company.

This version is provided to you along with the quotation and/or agreement and is also available on TOOGETHR's website under reference to General Terms and Conditions, version August 2023.

Version: August 2023

Table of contents

1. Applicability, quotation and acceptance
2. Delivery of the Services
3. Provisions on maintenance
4. Provisions on service & (remote) support
5. Add-on and configuration
6. Development of Works
7. Completion and acceptance
8. Rights of intellectual property
9. Prices and payment
10. Confidentiality
11. Liability
12. Duration and termination
13. Amendments to the agreement
14. Other provisions
15. Special Provisions Purchase, Delivery and Installation of Hardware
    
    

1. Applicability General Terms & Conditions, offer and acceptance

1.1 These General Terms and Conditions apply to all offers, agreements and proposals arising therefrom between TOOGETHR B.V. in Utrecht, registered in the trade register of the Chamber of Commerce under number 66724821 and its counterparties, the latter hereinafter referred to as "Client".

1.2 Provisions or general (purchase) conditions of Client are explicitly not applicable and, insofar as Client refers to them, are explicitly rejected by TOOGETHR. Only terms and conditions (of purchase) of Client explicitly accepted in writing by TOOGETHR are applicable.

1.3 TOOGETHR prepares an offer in which TOOGETHR indicates what work, hereinafter referred to as “the Services”, TOOGETHR offers to perform for Client, what is included in the Services and the amount due for it. Only the description of the Services indicated in the offer is binding.

1.4 In general, the Services include supply, installation and maintenance of parking installation, (peripheral) equipment, the TOOGETHR software, supply of licensed software, the provision of remote support, and everything related to this.

1.5 An offer is entirely non-binding and valid until the date indicated in the offer or until it is withdrawn by TOOGETHR. TOOGETHR can never be obliged to accept an acceptance after this period, but if TOOGETHR does so, the offer is still accepted.

1.6 The total amount in an offer is valid only if all work may be carried out by TOOGETHR. If the Client wishes to have part of the work performed, TOOGETHR will issue a new quotation.

1.7 If Client does not explicitly indicate the agreement with the offer, but nevertheless agrees - or creates the impression - that TOOGETHR performs work that falls within the description of the Services, the offer is considered accepted.

1.8 For requests for additional work, TOOGETHR will either provide an appropriate quotation or carry it out at the prices agreed at the time with the Client, at additional cost.

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2. Delivery of the Services

2.1 After the agreement is concluded, the Services will be performed by TOOGETHR as soon as possible in accordance with the offer, taking into account reasonable wishes of Client. Without prejudice to the provisions in article 2.8 of these General Terms and Conditions, TOOGETHR is always entitled to engage third parties for the execution of the Services and to grant sublicences to Client instead of licences. This shall never constitute a shortcoming on the part of TOOGETHR and TOOGETHR shall thereby properly fulfill its agreement with Client.

2.2 Client is obliged to do and refrain from doing all that is reasonably desirable and necessary to enable a correct and timely performance of the Services. In particular, Client shall ensure that all data, which TOOGETHR indicates are necessary or which Client should reasonably understand are necessary for the performance of the Services, are provided to TOOGETHR in a timely manner.

2.3 A deadline specified by TOOGETHR for the completion of the order regarding the Services, or parts of the order, is only indicative in nature, unless the nature or content of the agreement explicitly indicates otherwise.

2.4 Unless otherwise agreed, conducting tests, applying for permits and exemptions, carrying out Client instructions and verifying compliance with legal or quality standards are not part of TOOGETHR's order regarding the Services or responsibility.

2.5 Client shall give TOOGETHR access to all places, services and accounts under its control (such as web hosting accounts) that TOOGETHR reasonably needs to provide the Services.

2.6 TOOGETHR performs the Services carefully, soundly and to the best of its ability. Without prejudice to the provisions of Article 2.8 of these General Terms and Conditions, TOOGETHR shall always be entitled to engage third parties for the performance of the Services. TOOGETHR is and remains the responsible and liable contractual counterparty towards Client in respect of the agreement entered into, unless the situation referred to in Article 2.8 of these General Terms and Conditions arises.

2.7 TOOGETHR is entitled, but never obliged, to examine the correctness, completeness or coherence of the source materials, requirements or specifications made available to it and, upon detection of any imperfections, to suspend the agreed work until such time as Client has removed the imperfections in question.

2.8 Unless otherwise agreed, TOOGETHR is not a party to the provision of third-party services, such as software licences or hosting required for Services, even if TOOGETHR orders or purchases these services on behalf of Client. In the case of software licences belonging to the Service, the software supplier determines whether TOOGETHR is Client’s contractual counterparty or the supplier directly. TOOGETHR shall provide adequate information in this respect.

2.9 TOOGETHR is entitled to (temporarily) withhold or limit the Services, in other words, to suspend its obligations towards Client in whole or in part, if Client fails to fulfill any obligation towards TOOGETHR in relation to the agreement or acts in breach of these general terms and conditions.

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3. Provisions on maintenance

3.1 "Maintenance" means keeping the Services functioning in accordance with the agreement or further agreement, and more generally, repairing errors.

3.2 TOOGETHR shall endeavour to carry out the Maintenance to the best of its ability, but in doing so is often dependent on its supplier(s) and third parties for updates, error repair software ('patches') or spare parts. TOOGETHR is entitled not to install certain updates or patches if, in its opinion, this does not benefit a correct functioning of the Services and/or software or is not in the interest of Client.

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4. Provisions on service & (remote) support 

4.1 If service and maintenance is agreed for the use of the Services, this is stated separately in the agreement with Client. 

The following situations are not considered disruptions of the Services in the context of service and support:

• Interruptions due to changes to the Services at the request of Client;
• Interruptions in which specialists of TOOGETHR or its suppliers are denied access to the equipment to carry out repair work;
• Interruptions due to adjustments to or disruption from external factors (including power outages, network availability, etc.).

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5. Add-on and configuration

5.1 If TOOGETHR requires cooperation/integration with a third party and/or third-party software licences (e.g. when TOOGETHR offers its Services with an add-on api) for the provision of the Services to Client, Client shall acquire these licences and ensure that all necessary provisions are complied with. Client shall indemnify TOOGETHR against third party claims regarding installation and/or third party licences.

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6. Development of Works

6.1 If a Service involves the development, configuration and/or adaptation of Works, such as websites, data files, software, documentation, advice, reports, analyses, designs, texts, photographs, films, sound recordings, images, audio-visual material, logos or house styles (hereinafter referred to as "Works"), the parties will consult to make further arrangements in this respect, before Supplier makes use of images, software and components of third parties in the development, configuration or adaptation of Works.

6.2 TOOGETHR is allowed to use open source software whose rights are held by third parties. This means, inter alia, that TOOGETHR may supply open source software to Client and may incorporate open source software in Works that TOOGETHR creates or adapts in the context of a Service. If the licence of certain open source software entails that Client can only distribute (parts of) the Software as open source, TOOGETHR shall adequately inform Client of all applicable licence conditions and Client shall give its consent and cooperation to this by way of a third-party clause.

6.3 After delivery, the responsibility for correct compliance with the relevant third-party licences when using the developed Works lies with Client.

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7. Completion and acceptance 

7.1 TOOGETHR shall, after carrying out the implementation work or parts thereof, deliver the result when it meets the specifications and is suitable for use in its professional opinion.

7.2 Client must then evaluate and approve or reject the work delivered within a period of 14 days after delivery. If Client does not reject the delivery within this period, the delivery is deemed to have been accepted.

7.3 If a Service or Work is delivered in phases, the approval or disapproval of the part of the Service or Work of that phase shall be given in the manner provided for in the previous paragraph, if so desired, after completion of each phase. Client may not base an approval or disapproval in a later phase on aspects approved in an earlier phase.

7.4 If Client disapproves the delivered product in whole or in part, TOOGETHR shall endeavour to remove the reason for disapproval as soon as possible, if such disapproval is well-founded.

7.5 After acceptance of the delivered work, the warranty period of 12 months for hardware deliveries and 6 months for other Services commences. After expiry of these respective periods, all liability for any defects in the hardware and/or other Services delivered lapses.

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8. Rights of intellectual property

8.1 All intellectual property rights to all Services or Works developed or delivered by TOOGETHR under the agreement shall be vested exclusively in TOOGETHR or its licensors. Only if explicitly stated in the offer or separately explicitly agreed, rights may be transferred to Client.

8.2 Client only acquires the rights of use and powers arising from the scope of the agreement or granted in writing. Otherwise Client shall not reproduce or disclose the Works or other results of materials related to the Services. Any use, reproduction or disclosure of the materials beyond the scope of the agreement or rights of use granted shall be considered a violation of copyright or infringement of TOOGETHR's intellectual property rights.

8.3 Client is entitled to make changes to Works that it receives a right of use to, but only if this is explicitly included in the agreement.

8.4 Client is not allowed to remove or change any indication concerning copyrights, brands, trade names or other intellectual property rights from the materials related to the Services, including indications concerning the confidential nature and secrecy of the materials.

8.5 In case of infringement of the intellectual property rights of TOOGETHR by Client or by persons employed by or working on behalf of Client, Client forfeits in favor of TOOGETHR, or TOOGETHR's legal successor under general or special title, an immediately due and payable fine amounting to EUR 25.000,- (in words: twenty-five thousand euros) per infringing act, all this without prejudice to TOOGETHR's right to claim performance and compensation for the damage suffered and still to be suffered or to take other legal measures to have the infringement terminated.

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9. Prices and payment

1. Client purchases the Services (including software) on:

1. subscription basis, i.e. a fixed amount per period based on the agreed number of parking spaces; and/or
2. Supplemented by any variable recurring costs, i.e. an amount per parking space and/or supplemented by licence fees. This amount is to be paid per period in arrears; and/or  
3. Supplemented by any project-based costs, i.e. a fixed amount per project, this amount is to be paid in advance.

9.2 During the term, periodic consultations shall take place between TOOGETHR and Client on subjects relating to the agreement, except for urgent circumstances. In that case, the parties shall consult with each other immediately after revelation of the urgent circumstance.

9.3 TOOGETHR will send a (digital) invoice for the amounts owed by Client to the (email) address provided by Client.

9.4 Unless otherwise stipulated in the agreement, the term of payment of invoices from TOOGETHR is 

14 days from the date of the invoice. If Client fails to pay on time, he is legally in default after this period has expired without notice of default being required. If an amount due is not paid within the payment term, the statutory (commercial) interest is due on the outstanding invoice amount.

9.5 If Client believes that (a part of) a digital invoice is incorrect, Client must report this to TOOGETHR within the payment period. The payment obligation of the disputed part (but not the rest) is suspended until TOOGETHR has investigated the report. If after TOOGETHR's investigation it appears that the dispute was unjustified, Client must still pay the disputed amount within 7 days.

9.6 In case of late payment, Client is, in addition to the amount due and the interest accrued thereon, obliged to pay in full both extrajudicial and legal (collection) costs, including the costs of lawyers, bailiffs and collection agencies. Moreover, in this case TOOGETHR is entitled to charge administration costs of EUR 50. TOOGETHR is further entitled to suspend the provision of its Services to Client until full payment of the amounts due has been received.

9.7 The prices may be indexed annually (for the first time 12 months after the date of the agreement). Any indexation takes place for at most the CPI index of the CBS, series 2015 = 100, according to the following calculation method: (index figure (new quarter) - index figure (old quarter) / index figure (old quarter) x 100%). As new quarter the most recent quarter for which the final index figure is known is used. As old quarter the same quarter of the previous year is taken into account.

9.8 The claim for payment is immediately due and payable in case Client is declared bankrupt, applies for a suspension of payment or a general attachment is imposed on Client’s assets, Client dies, goes into liquidation or is dissolved.

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10. Confidentiality

10.1 Parties will keep confidential any information they provide to each other before, during or after the execution of the agreement if this information is marked as confidential or if the receiving party knows or should know that the information was intended to be confidential. Parties shall also impose this obligation on their employees as well as on third parties engaged by them for the execution of the agreement.

10.2 TOOGETHR is entitled to use and process data that Client stores and/or distributes through the hardware or software to which the Services relate, if this is necessary for the proper execution of the agreement. TOOGETHR is not obliged to maintain confidentiality if it is obliged to disclose confidential information under a legal provision or court order.

10.3 TOOGETHR may use the knowledge gained in the execution of the agreement for other assignments, as long as no Client’s information becomes available to third parties in violation of confidentiality obligations.

10.4 To the extent that there is any processing of Client’s personal data by TOOGETHR, the parties shall separately enter into a processing agreement in accordance with TOOGETHR's model.

10.5 In case of breach of one or more obligations, as formulated in this article, by Client or by persons employed by or working for Client, Client forfeits in favor of TOOGETHR, or TOOGETHR's legal successor under general or special title, an immediately payable fine that is not subject to judicial mitigation amounting to EUR 25.000,- (in words: twenty-five thousand euros) per violation, all this without prejudice to TOOGETHR's right to claim performance and compensation for the damage suffered and still to be suffered or to take other legal measures in order to have the violation ended.

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11. Liability

11.1 TOOGETHR is only liable to Client in case of an attributable failure in the fulfillment of the agreement and only for substitute damages, i.e. compensation of the value of the performance defaulted on by TOOGETHR.

11.2 Any liability of TOOGETHR for direct damage is always limited to a maximum of the order value (exclusive of VAT) mentioned in the agreement to which the liability relates or to a maximum of the annual amount of the licence fees owed by Client, if no agreement exists. TOOGETHR is not liable for indirect damage or consequential damage, damage due to lost turnover or profit, damage due to loss of data as well as damage due to exceeding deadlines.

11.3 TOOGETHR's liability for attributable failure in the fulfillment of the agreement only arises if Client gives TOOGETHR immediate and proper notice of default in writing, whereby a reasonable term is given to remedy the failure, and TOOGETHR continues to fail imputably in the fulfillment of its obligations even after that term. The notice of default must contain as detailed a description of the failure as possible, so that TOOGETHR is able to respond adequately.

11.4 In case of force majeure, which in any case includes malfunctioning or failure of the internet, telecommunication infrastructure, power failures, domestic riots, mobilization, war, traffic jams, government measures, strikes, lockouts, business disturbances, supply stagnation, fire, floods, import and export impediments, epidemics and in case TOOGETHR is unable to deliver by its own suppliers regardless of the reason, are unable to deliver, as a result of which fulfillment of the agreement cannot reasonably be demanded from TOOGETHR, the obligation for TOOGETHR to execute the agreement shall be suspended or the agreement shall be terminated when the force majeure situation has lasted longer than 90 days, all without any obligation to pay damages.

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12. Duration and termination

12.1 The agreement is entered into for an indefinite period, unless otherwise expressly agreed between the parties in the agreement.

12.2 Termination shall take place as stated in the agreement. Termination shall take place by the end of the calendar month in which the termination takes place.

12.3 After cancellation, termination or dissolution for whatever reason, TOOGETHR is entitled to erase all data stored on its premises for the benefit of Client after 6 months from the date the agreement expires, unless legal obligations for TOOGETHR state otherwise. TOOGETHR is willing to provide Client with a copy of these data at cost price.

12.4 After termination of the agreement, the provisions, which by their nature are intended to remain in force thereafter, including the duty of confidentiality, shall remain in full force.

12.5 The parties are entitled to terminate the agreement with immediate effect if a party is declared bankrupt, applies for a suspension of payments, suffers a general attachment of assets, dies, goes into liquidation or is dissolved.

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13. Amendments to the agreement

13.1 Amendments to the agreement concluded between the parties shall only be possible and legally valid if such amendments are expressly agreed in writing between the parties.

13.2 However, if the agreement is a long-term agreement, TOOGETHR is entitled to unilaterally modify or extend these general terms and conditions once per calendar year. To this end, it shall notify Client at least 2 months before the adjustments or extensions will take effect. A continuing performance contract is deemed to exist if a duration of more than one year has been agreed at the start of the continuing performance contract. Amendments to the general terms and conditions do not affect the specific agreements between parties, nor do they affect the essence of the Services to be provided by TOOGETHR.

13.3 If Client objects within the 2-month period referred to in the previous paragraph, TOOGETHR will consider whether or not to withdraw the objectionable adjustments or extensions. TOOGETHR will notify Client of this decision. If TOOGETHR does not wish to withdraw the adjustments or extensions that are objectionable to Client, Client is entitled to terminate the agreement as of the effective date of the amended general terms and conditions, unless the amendment is of such minor significance that it does not justify such termination of the agreement.

13.4 TOOGETHR may make amendments to these general terms and conditions at any time if they are necessary due to amended legal regulations. Such amendments shall not entitle Client to cancel or otherwise terminate the agreement.

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14. Other provisions

14.1 The agreement shall be governed by and construed in accordance with Dutch law. Insofar as not otherwise described by the rules of mandatory law, all disputes that may arise as a result of this agreement shall be submitted to the competent Dutch court for the district in which TOOGETHR has its registered office.

14.2 Should any provision in the agreement be void, voidable or non-binding, the agreement shall remain in force in all other respects. Parties will consult on the provision in question, with the aim of agreeing on a legally valid provision that, as far as possible, has the same content and effect as the void, voidable or non-binding provision.

14.3 In these general terms and conditions, 'in writing' also includes e-mail and other electronic communications, provided that the identity of the sender and the correctness and completeness of the content of the communication made have been sufficiently established. The parties will confirm the receipt and content of communications by e-mail. 

14.4 Any written communication received or stored by TOOGETHR from or on behalf of Client shall be deemed authentic, subject to evidence to the contrary to be provided by Client.

14.5 A party is only entitled to transfer its rights and obligations under the agreement to a third party with the prior written consent of the other party. Notwithstanding this, TOOGETHR is always entitled to transfer its rights and obligations under the agreement to a parent, subsidiary or sister company.

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15 Special provisions Purchase, Delivery and Installation of hardware (installation- and peripheral equipment)

15.1 Service and maintenance

After installing the equiment and software, the Client starts using the system. TOOGETHR offers a basic support package (and rates) for questions and problems as standard. It is also possible to enter into an additional maintenance and service agreement with TOOGETHR for the components included in the order. This agreement is made up of preventive maintenance and the required service modules.

15.2 Cabling

The supply, installation and finishing of the cabling required for the equipment stipulated in the offer was not included in TOOGETHR’s quotation. TOOGETHR assumes that the house installer will take care of this. Optionally, TOOGETHR can also provide the supply and installation of the cabling, for which TOOGETHR makes a separate proposal. Prior to the work, TOOGETHR indicates which cabling must be present in which place by means of a cable diagram.

15.3 Civil engineering works

Work of a civil engineering nature, such as the creation of a traffic island, is not included in the quotation. If an island needs to be created, TOOGETHR can make Client an additional offer. Other examples of civil works include paving, excavation and cutting and drilling.

15.4 Detection loops

When TOOGETHR places loops under the brick pavement, the pavement should be level. TOOGETHR will then remove the required bricks and place the loop. The removed bricks are replaced and vibrated. This concerns only the bricks under which the loop will be placed. The detection loops should be placed on a bed of sand. If no suitable subsoil is available under the brick paving, a trench (at the location where the loop will be installed) will be dug. The debris will be removed at this location and replaced with sand. This is done to prevent damage to the detection loop. The excavation and removal of debris, as well as the installation of the sand bed, is not included in the quotation, unless otherwise agreed.

If existing detection loops are reused, TOOGETHR will measure them beforehand. If the measured value does not meet the requirements, the Client undertakes to replace this loop. TOOGETHR will offer an additional quotation for this.

If a detection loop needs to be cut into the asphalt, TOOGETHR will draw up a customized quotation separately given the specialist nature of the job.

15.5 Delivery time

The agreed delivery time is always approximate. Necessary items are ordered only after payment of the first installment has been received. TOOGETHR is not liable for any delayed delivery time of materials. As a rule, a minimum delivery time of 4 to 8 weeks should be taken into account. Delivery is carriage paid to the address stated on the offer.

15.6 Cancellation of work

TOOGETHR reserves the right to reschedule work, in case of unforeseen circumstances, in case of illness or unexpected necessary leave of one of its employees. TOOGETHR will charge at least 20% of the quoted amount in case of cancellation of the work by Client, after the Client has given the order, all depending on the date of cancellation in relation to the planned installation date.

15.7 Permits, necessary preparations and nuisance

If certain work requires permits, the Client must apply for these permits himself. TOOGETHR can never be held responsible for carrying out work for which no permit has been granted.

If necessary preparations have to be made for the work, the Client must ensure that the work is not delayed. Costs resulting from delays which could have been avoided by the Client (waiting fee) will be charged to the Client. 

Client is responsible for taking measures if any nuisance may be caused. TOOGETHR cannot be held liable for nuisance.

15.8 Installation and commissioning

Installation will take place subsequent to the delivery time. However, installation cannot take place earlier than after the relevant location has been reported "installation ready" by the Client and is suitable for mounting the equipment. The deadline for installation and commissioning will be determined by mutual agreement.

15.9 Assembly and excluded work

Assembly includes the following work: 

• Work preparation and project management; 
• Providing a standard set-up drawing and wiring diagram; 
• Placing, connecting and commissioning the equipment.

The following work is excluded unless explicitly described otherwise in this offer: 

• 230 VAC/400 VAC supply points and grounding; 
• Providing traffic regulating measures; 
• Requesting and providing telephone, ADSL and other communication connections; 
• Installing and/or configuring software on computers and/or servers, which are not offered in this quotation; 
• Cabling; 
• Building services; 
• Taking care of contracts for the handling of payment transactions (credit card and debit card).

All provisions to be applied shall be made according to our instructions and specifications.

15.10 Additional work

Additional work is defined as the execution of activities, which are not mentioned in the quotation and which TOOGETHR could not reasonably take into account in advance.

If the Client wants to have extra work done, the Client needs to inform TOOGETHR as soon as possible. TOOGETHR will then determine whether an extra quotation will be made for the extra work or that a price calculation will be sent by email. 

The work will only be performed if Client agrees by email or in writing for the additional costs to be incurred, unless the additional work is necessary to continue the work, as quoted. 

Parking charges will be charged on the final invoice. 

Any waiting time not agreed upon in advance will be charged to the Client by TOOGETHR.

15.11 Delivery

As soon as the components and/or systems included in this offer have been delivered and installed by TOOGETHR in such a way that they are working, TOOGETHR is entitled to deliver the work, regardless of whether or not a link has been realized with systems and/or components delivered by third parties.

15.12 Warranty

TOOGETHR will repair any defects in materials and workmanship in the equipment to the best of its ability. The warranty period starts after the equipment is put into service.

Warranty on equipment: 12 months.

During the warranty period, the equipment must be maintained in accordance with TOOGETHR's guidelines by using quality cleaning products. These cleaning products are optionally available in a service set assembled for the parking installation.

The warranty obligation expires if the above-mentioned faults are entirely or partially the result of incorrect, careless or incompetent use, of external causes or if modifications have been or are made to the equipment without the consent of TOOGETHR.

15.13 Faults/defects in third-party equipment 

Malfunctions/defects on equipment supplied by third parties are not covered by this warranty. This requires direct contact with the respective supplier.

15.14 Transfer 

Should the Client transfer the systems and/or components supplied by TOOGETHR to a new owner, TOOGETHR must be notified of this in writing without delay. If this notification is not provided, the warranty and other conditions applicable to the agreement cannot be enforced.

15.15 Retention of title 

All items delivered by TOOGETHR remain the property of TOOGETHR until such time as the Client has fully fulfilled all of its payment obligations to TOOGETHR under any agreement entered into with TOOGETHR for the delivery of items or the performance of work or services, including claims relating to failure to fulfill such agreement.

This version is provided to you along with the quotation and/or agreement and is also available on TOOGETHR's website under reference to General Terms and Conditions, version August 2023 (see also: https://www.toogethr.com/en/legal-licenses).

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Questions? Get in touch with us.

Version: November 2023

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This procedure deals with complaints of data subjects about the processing of their personal data, the handling of requests of data subjects by Toogethr B.V. and the appeal of data subjects about the handling of complaints.

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1. What can you complain about?

You can file a complaint about:

• how we have processed your personal data;
• how your request for access to your personal data was handled; 
• how your complaint was handled;

and/or

• appeal a decision made as a result of a complaint filed.

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2. How can you contact us?

If you wish to file a complaint about the processing of your personal data by Toogethr B.V. or about how your complaint was handled, you have the right to file a complaint directly with the Privacy Officer of Toogethr B.V. This can be done in the following ways:

In writing: Toogethr B.V., Stadsplateau 5, 3521 AZ Utrecht, The Netherlands, to the Privacy Officer

By e-mail: privacy@toogethr.com

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3. What do we need?

We ask that you provide us with as much information as possible, including at least:

• your name and e-mail address;
• a description of your complaint and how it affected you;
• the date the problem occurred;
• your contact information and how you would like us to contact you.

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4. What can you expect?

Our goal is to resolve your complaint or grievance as soon as possible, but at least within 1 month.

You will receive a response from us as early as 1 business day, so you will know that we have received your complaint. 

In most cases, we resolve complaints within 10 business days. If the complaint is not resolved within 10 business days, we will contact you for an update on the progress and how long we expect it to take. We will also explain why we have not yet been able to resolve your complaint and inform you of who is handling your complaint.

We will keep you informed of progress until your complaint is resolved. In exceptional cases, when your complaint is particularly complex, it may take longer to find a solution. We will then inform you in writing that we need more time. 

When we have completed the investigation of your complaint, we will send you our final findings. 

If Toogethr B.V. does not respond to a request for access to your personal data within 1 month, or refuses the request, we will set out in clear and straightforward language the reasons why we have not acted/refused. We will also inform you about your right to complain directly to the supervisory authority.

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5. What if you are not satisfied with our response? 

If you are not satisfied with the handling of your complaint or wish to appeal this, you can file a complaint with the data protection supervisory authority of the country in which you live or work or of the country in which we are located. The competent data protection supervisory authority in the Netherlands is the Autoriteit Persoonsgegevens. For more information, see: www.autoriteitpersoonsgegevens.nl.
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Version: July 2023

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By clicking on the "Agree" button, you (hereinafter "Licensee") enter into a contract (hereinafter "User Agreement") with us, Toogethr B.V. (hereinafter "Licensor"), for the use of Licensor's SaaS-technology (hereinafter "the SaaS-technology") under the following conditions.

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1. Subject of the User Agreement

1.1 The basis for use of the SaaS-technology is a customer contract between Licensor and Licensee's employer (hereinafter "Customer Contract").

1.2 By entering into this User Agreement, Licensor grants Licensee a personal right to use the SaaS-technology. The SaaS-technology can only be used on the device on which the SaaS- technology has been downloaded and installed.

1.3 Licensor shall make available to Licensee the SaaS-technology in its latest version on the Apple App Store and Google Play Store (hereinafter "App Stores") for downloading. Delays in the provision of the software by the relevant App Stores are beyond the responsibility or liability of Licensor and therefore do not justify any claims by Licensee against Licensor, nor does it give Licensee the right to terminate the User Agreement.

1.4 Licensor has the right to adapt the SaaS- technology to the latest technical developments, in particular with regard to the development of new functions, to close security gaps and/or as a result of legislative changes, changes by jurisprudence or changes in Licensor's economic circumstances, to modify the technical features and functionalities of the SaaS- technology and to implement updates and upgrades of theSaaS- technology. To the extent that such modification could harm the legitimate interests of the user, the modification shall be announced to Licensee at least one (1) month prior to its implementation by display in the SaaS- technology, in the App Stores or, if Licensee has permitted it, by communication via (business) email.

1.5 Licensee installs updates. The correct installation of the updates depends on the availability of the App Stores, over which Licensor has no control. Licensor is neither responsible nor liable for correct installation of the updates. No liability exists for damages resulting from errors fixed in an uninstalled update.

1.6 An update may impose conditions that differ from the provisions of this User Agreement. This will be notified to Licensee in advance and Licensee then has the option to refuse the update. By installing such an update, Licensee agrees to this deviating condition, which then becomes part of this User Agreement.

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2. User Rights

2.1 All rights of intellectual property relating to the SaaS-technology - with the exception of the rights of use and powers granted by this User Agreement - belong exclusively to Licensor or its licensors. The SaaS-technology and rights thereto are protected by copyright law and international treaties protecting intellectual property.

2.2 Licensor grants Licensee exclusively the non-exclusive, non-transferable right, limited to the duration of the Customer Contract or to the duration of the employment relationship between Licensee and the employer with which Licensor has entered into the Customer Contract, to download and use the SaaS-technology within the scope of its respective availability and to the extent availability is made available by Licensor, download and use the SaaS-technology on an end device owned by Licensee or on a device legally subject to his power of disposition and supported by the SaaS-technology, for example, a smartphone, tablet or Mac, and use it in accordance with the terms and conditions set forth in this User Agreement.

2.3 Licensee has the right to reproduce the SaaS-technology to the extent that the respective reproduction is necessary for it to use the SaaS-technology (e.g., downloading the SaaS-technology, installing the SaaS-technology on the end device, loading the SaaS-technology). Licensor may make a backup copy of the SaaS-technology for backup purposes, provided that the end device on which the backup is stored is owned or operated by Licensee. Licensee is obliged to take appropriate precautions to prevent third parties from gaining unauthorized access to the backup copy and the SaaS-technology.

2.4 Licensee may only carry out adaptations of the SaaS-technology, in particular modifications and extensions, if this is expressly permitted by mandatory statutory provision(s) or is agreed in advance contractually with Licensor. Licensee is not entitled to reverse engineer (re-engineer) the software or use the SaaS-technology for purposes other than those contractually agreed upon. Licensee is not permitted to remove or alter any copyright notices, trademarks, trade names, serial numbers, version numbers or other intellectual property rights from the materials, including notices regarding the confidential nature and secrecy of the materials.

2.5 The above conditions also apply to all updates/upgrades and supplements to the SaaS-technology provided by Licensor to Licensee, unless otherwise provided in a separate agreement. In that case, only the provisions in respect of the relevant update/upgrade or supplement shall apply.

2.6 All other rights are reserved to Licensor.

2.7 Any use, reproduction or disclosure of the materials beyond the scope of this User Agreement or rights of use granted shall be considered copyright infringement. Licensee shall pay to Licensor an immediately due and payable fine of EUR 25.000 (in words: twenty-five thousand euros) per infringing act. This does not affect Licensor's right to recover its damages from the infringement or to take other legal action to have the infringement terminated.

2.8 Licensor uses open source software in some of its products. Most open source software packages are used unmodified as binaries. However, in individual cases Licensor will modify them to adapt them to specific functional requirements for the product. Any modification of the open source package will be made in accordance with the terms of the relevant licenses, whether or not these licenses apply. The code provided by Licensor is for reference only and is distributed without any substantiation or warranty. If you want to know more about the packages Licensor currently uses, please send a request to Licensor's support desk at  support@toogethr.com.  

2.9 Upon termination of this User Agreement (for any reason), Licensee must stop using the SaaS-technology. All copies (including backup copies) of the SaaS-technology must then be removed by Licensee from all of Licensee's systems.

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3. Fee 

The use of the SaaS-technology is free of charge to Licensee.

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4. Data protection

The SaaS-technology processes personal data within the meaning of the General Data Protection Regulation (GDPR). More information can be found in Licensor's privacy policy at https://www.toogethr.com/en/legal-licenses.

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5. Liability

5.1 Warranty claims for material defects and failures of the SaaS-technology can only arise in the relationship between Licensor and Licensee's employer and are determined by the Customer Contract.

5.2 Licensor is liable to Licensee only on the basis of intentional and deliberate recklessness as well as on the basis of culpable material or immaterial damage and in accordance with the legal provisions regarding product liability.

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6. Provisions on service & support

6.1 Licensor's help desk can be reached by Licensee at support@toogethr.com. 

6.2 Licensor can reach Licensee by email at support@toogethr.com with questions or complaints. Licensor will make every effort to answer and handle questions or complaints as quickly as possible. 

6.3 Licensee may review the SaaS-technology through the App Stores. Licensor will review the reviews and may contact Licensee if the review results in answering a question by Licensor to Licensee or any other need for support regarding the use of the SaaS-technology.

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7. Other provisions 

7.1 This User Agreement is governed by Dutch law. To the extent not otherwise prescribed by the rules of mandatory law, all disputes that may arise in connection with this User Agreement will be submitted to the competent Dutch court in the district where Licensor has its registered office. 

7.2 If any provision of this User Agreement turns out to be invalid, this will not affect the validity of the entire User Agreement. In that case, the statutory provisions will apply as a replacement.

7.3 Only Licensor may transfer its rights and obligations under this User Agreement to a third party that takes over or executes the relevant business activities or copyrights on Licensor from it.
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Version: July 2023

We find it important that you as colleagues can get into the car with each other without any worries. Of course we assume that you can arrange this perfectly between yourselves. Both driver and passenger want to feel at ease when driving together. To help you with this, we have drawn up a number of guidelines. In short, these come down to the following.

When you get into each other's cars, you enter into what is known as a Peer-to-Peer (P2P) transport agreement with each other. It's not as complicated as it seems. It just regulates how you get paid and what happens, if someone doesn't show up.

It's not a disaster if something doesn't go quite the way it should. However, it is good to know how we handle it. You can read about it in the guidelines below.

Do you have questions? We're here for you. You can email us at support@toogethr.com.
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1. Introduction

1.1 When a driver and a passenger (hereinafter referred to collectively as the "Parties" and each individually as a "Party") agree to share a trip via Toogethr, the Parties enter into what is known as a Transport Agreement. The following provisions are generally applicable to this Transport Agreement. The same definitions apply as in Toogethr's Terms of Use (a.o. General Conditions, Privacy Policy, EULA), to which the driver and the passenger are also bound. These Terms of Use can be consulted on the website https://www.toogethr.com/en/legal-licenses.

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2. Driver

2.1 The driver will perform the ride in accordance with the agreed route by using and driving a car. 

2.2 The driver will not charge a fee to the passenger.

2.3 The driver will make sure that there is a seat available for the passenger and possible other passengers, who ride along with him through the use of Toogethr, in the car. In addition, the car must be in a traffic safe and clean condition, sufficiently insured and registered, MOT approved and have a maximum of eight seats for passengers.

2.4 The driver holds a valid driver's license and abides by the traffic rules. The driver must not be unfit to drive during the trip. 

2.5 The driver may carry more than one passenger, but not more persons than there are seats allowed in the car.

2.6 The driver commits to driving directly to the destination. The only exceptions are detours to pick up additional passengers through the use of Toogethr.

2.7 The driver must ensure that his activity does not require an additional permit (e.g. a passenger transport permit).

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3. Passenger

3.1 The passenger also observes the traffic rules and follows any safety instructions given by the driver during the ride.

3.2 The passenger is not obliged to pay any fee to the driver.  

3.3 If the passenger wishes to take other than the usual luggage, this should be agreed in advance with the driver. The driver is free to revoke the rideshare-offer on this basis. If the passenger does not subsequently participate in the ride, this will be considered a "no-show" by the passenger.  

3.4 The Transport Agreement may provide that the passenger may take one or more co-passenger(s). Only the passenger is Party to the Transport Agreement, not these other fellow passenger(s). The passenger warrants that its passenger(s) will comply with the Transport Agreement.

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4. No-show

4.1 Parties must be present at the pick-up point on time, unless Parties agree on another place and/or time of departure.

4.2 In the event of a delay or other deviation from the arrangements, Parties will inform each other. It is the responsibility of the Parties to agree whether they agree to these deviating arrangements.

4.3 If the ride does not go ahead because one of the Parties is 15 minutes or more late or does not show up at all, it is a "no-show".

4.4 Toogethr randomly monitors no-shows and will assess individual cases at the request of one or both Parties. If, in the judgment of Toogethr, there is indeed a no-show, the following applies:

1. In the event of a no-show by one Party, the other Party is under no obligation to wait or otherwise account for the non-appearing Party; 
2. If the passenger and/or its fellow passenger(s), if any, do not show up, the driver will receive the compensation (points) that it would have received if the shared ride had been properly conducted;
3. If the driver fails to show up, the passenger will receive the reimbursement (points) it would have received if the shared ride had been performed correctly;
4. If a Party fails to appear, that Party shall receive a penalty equal to the compensation (points) it would have received if the shared ride had been properly conducted.

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5. Duration and termination of Transport Agreement

5.1 The Transport Agreement is concluded when (1) one Party offers the other Party to make a particular ride and (2) the other Party accepts this offer.

5.2 The Transport Agreement ends after the ride has been made. 

5.3 The Transport Agreement can be terminated at any time by mutual agreement (by SMS or e-mail).

5.4 Both Parties are obliged to inform Toogethr of a canceled ride via support@toogethr.com.

5.5 If one of the Parties is not able to fulfill the Transport Agreement for a serious reason, this Party is obliged to inform the other Party as soon as possible, stating the reason.

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6. Other provisions 

6.1 Parties may review each other as they see fit via the Toogethr app or on the website. Parties will observe the applicable legal rules.

6.2 All contractual and extra-contractual claims between the driver and the passenger are exclusively governed by Dutch law, excluding the UN Convention on Contracts for the International Sale of Goods.

Versie: November 2023

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Table of contents

1. General information
2. When do we collect personal data?
3. What personal data do we collect?  
4. For what purposes and on what legal basis do we use your personal data? 
5. Use of cookies
6. Social media buttons
7. Recipients of personal data
8. Data transfer third countries
9. Retention periods of personal data
10. Security of personal data
11. Rights of data subjects
12. Changes
13. Contact, questions and complaints

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1. General information 

1.1 This Privacy Statement describes the use by Toogethr B.V., located in (3521 AZ) Utrecht at Stadsplateau 11, registered in the Commercial Register of the Chamber of Commerce under number 66724821 (hereinafter "Toogethr"), of your personal data. We at Toogethr are committed to respect your (online) privacy and acknowledge your need for appropriate protection and management of all personal data collected by or submitted to us (or to carefully selected third parties acting on our behalf).

1.2 It is important to us that the personal data of the users of our products and services, the visitors of our websites, our (potential) customers and our (future) partners are treated with care and that you are well informed about how we process your personal data. We have prepared this privacy statement to inform you on what data we process, how, why and for how long, and what your rights are.

1.3 In deze privacy statement, "personal data" means any information relating to a natural person who can thereby be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his or her physical, physiological, psychological, economic, cultural or social identity.

1.4 This privacy statement applies to all personal data collected and used by us when you visit our websites and/or when you purchase or download and use the products and services offered by us and/or when you interact with us through social media or otherwise.

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2. When do we collect personal data?

We collect personal data when you:

• purchase, download or use products or services;
• visit our website(s);  
• request support for our products; 
• request software downloads;
• create a user account;
• request information or materials (e.g. white papers or newsletters); 
• participate in surveys or evaluations;
• participate in promotions, contests or giveaways; 
• contact us;
• apply for a job and/or submit your resume.

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3. What personal data do we collect? 

3.1 The types of personal data collected include: 

• First and last name;
• Title and name of your company; 
• Home, billing or other physical address (including street name, city or town name, state/province, zip code);
• (Business) E-mail address; 
• (Mobile) Telephone number (MSISDN);  
• For job applicants: education, work experience and interest in a job; 
• Any other identification that allows Toogethr to contact you physically or online; 
• Any information we collect and retain from you online in connection with your account, such as your username and password; 
• Any information we collect and retain from you online relating to the use of our products, such as IP address, date and time of the request, time zone difference from Greenwich Mean Time (GMT), content of the request, access status/HTTP status code, amount of data transferred, website from which the request originated, browser, operating system and interface, language and version of browser software, location information, identification number of your device, device name, unique device number (IMEI = International Mobile Equipment Identity), unique network subscriber number (IMSI = International Mobile Subscriber Identity) and MAC address for WLAN use;
• Marketing preferences, including consents you have given us; 
• Any other information you provide to us when you communicate with us.

3.2 We also collect information about the use of our website through cookies. For more information, please see the "Cookies" section below.

3.2 When we collect personal data directly from you, we indicate whether the provision of personal data is mandatory. This is the case when we need personal data to comply with legal or contractual obligations: if such data is not provided, we will not be able to manage our contractual relationship or fulfill our obligations. In all other cases, actively providing requested personal data is optional.

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4. For what purposes and on what legal basis do we use your personal data? 

4.1 We use your personal data for the following purposes:

• To establish and perform a contract with you or our customers' contact person(s), such as when you or our customers' contact person(s) make a purchase from us or download an application. This may include verifying your identity, taking payments, validating rides and accumulated points, sending reports on rides taken, communicating with you, providing customer service, or arranging other delivery of products or services;

• To enable our operations and pursue our legitimate interests. Specifically:

1. We use your personal data to provide services you have requested, given your consent to, and to respond to comments or complaints you send us; 
2. We monitor the use of our products and services and use your personal data to help us monitor, improve and protect our products, content, services and websites to ensure the stability and security of our products;
3. We may use your personal data to personalize our products or services for you;
4. We may use your personal data to ensure network and information security, including preventing unauthorized access to electronic communication networks and stopping damage to computer and electronic communication systems;
5. We may monitor any customer account to prevent, investigate and/or report fraud, terrorism, misrepresentation, security incidents or crime, in accordance with applicable laws and regulations; 
6. We may use your personal data for market research and marketing purposes; 
7. We may process data for administrative transfers within a group of companies.

For components for which you have given your consent, you may withdraw that consent at any time (in the app or operating system settings or by emailing privacy@toogethr.com). More information about how we have balanced our legitimate interests against your privacy interests can be obtained upon request at privacy@toogethr.com.

• For compliance with applicable laws and regulations and protection of our legitimate business interests and legal rights, including, but not limited to, use in connection with legal claims, compliance, regulatory and investigative purposes (including disclosure of such information in connection with legal proceedings or litigation).
• In addition, based on your consent (if required), we will send you direct marketing communications regarding our relevant products and services or other products and services provided by us, our affiliates and carefully selected partners. You may withdraw your consent at any time, see the section "Data subjects' rights" below. In the case of electronic direct marketing, you may opt out by following the instructions in the communication.
• Furthermore, you can use your name and email address to sign up for our newsletter or receive event invitations via the sign-up form on our website. You can unsubscribe from receiving emails at any time by following the instructions in the newsletters. If you are already a customer, we may contact you regarding relevant products or services in our legitimate interest to develop our business. We may do this via email or, if your email is registered on LinkedIn, connect with you on LinkedIn and/or send you messages on LinkedIn. If you are not already a customer of ours, we will only contact you, for example via email or LinkedIn, with offers or about our products or services if you have given us permission to do so. When we contact you via email in this context, you always have the option to unsubscribe at any time by contacting privacy@toogethr.com. 
• You can also download content, for example white papers and research reports, from our website using the forms provided. We collect the data you enter on the form, including your name, company and e-mail address. We process the data you enter on this form for our legitimate interest in tracking who downloads our content.

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5. Use of cookies

5.1 In addition to the personal data mentioned above, the use of our web page(s) and the use of our products for various functions uses technical devices, in particular cookies, which may be stored on your device (e.g. computer or smartphone). Cookies and similar techniques are small text files or information in a database, which are stored in the device memory of your device and assigned to the product you are using. Cookies allow certain information to flow to the entity that sets the cookie. Cookies cannot run programs or transfer viruses to your device, but are mainly used to make the Internet offerings faster and more user-friendly.

5.2 We use technically necessary cookies to achieve, facilitate and enhance the proper functioning of our website and products and improve the user experience. In addition, we use cookies to measure which web pages are visited, which features are used the most, to personalize content and advertisements, to provide social media features, and to analyze our traffic. This allows us to continuously improve these web pages to meet the needs of the visitors on our website. Furthermore, we share information about your use of our web page(s) with our partners, for example in the areas of social media, advertising and/or analytics. For more information, please see the Cookie Statement on our website.

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6. Social media buttons

6.1 We may use plugins from social media networks, such as Facebook, LinkedIn and Twitter, on our web page(s) and in our products. You can recognize these plugins by their logos. We also use plugins for the embedded video players found on our web page(s). Our plugins do not collect any personal data from you unless you click on these logos or videos. When you click on them, these plugins are activated and automatically transmit data to the plugin provider.

6.2 This means that when you surf our website, no personal data is initially collected by the providers of these social media plugins. It is only when you click on one of the plug-ins that your personal data is transmitted: by activating the plugin, data is automatically transmitted to the respective plugin provider and stored by them. We have no control over these parties, their sites or their privacy policies, and we have no influence over what data these providers collect from you or the extent of their data process.

6.3 This privacy statement does not apply to external parties or external web spaces and any processing of personal data by parties outside Toogethr or its group companies is not covered by this privacy statement. If you want more information about their data processing, we recommend that you read the respective privacy policies on the websites of these providers, especially before providing (personal) data.

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7. Recipients of personal data

7.1 We work with third parties to provide you with our website(s) and our products and services. Where necessary, we share your data with our service providers and professional consultants (e.g. in the areas of IT, CRM providers, logistics, telecommunications, sales and marketing). These third parties act exclusively on our behalf and are contractually obligated to comply with the provisions regarding the GDPR. When we share your data with these parties, we ensure that appropriate safeguards are in place to protect your information. For an overview of these third parties, please see the Cookie Statement on our website.

7.2 With respect to our app(s), when you download the app(s), the required information is transferred to the AppStore (Apple) and PlayStore (Android). Think in particular of username, email address and customer number of your account, time of download and the individual device identification number. In addition, the App Store still independently collects various data and provides you with analysis results. We have no control over this party or their privacy policies, and we have no control over what data they collect from you or the extent of their data processing. If you want more information about their data processing, we recommend that you read the respective privacy policy on their website, especially before providing (personal) data.

7.3 Otherwise, we do not share your personal data with third parties or affiliated companies, unless we have your consent in accordance with Article 6(1)(a) AVG, when this is necessary in connection with the above purposes, with legal claims or when we are required to do so by law.

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8. Data transfer third countries

We do not process data in countries outside the European Economic Area. However, we do cooperate with some sub-processors who (may) be based in a country or otherwise process personal data on a data server outside the European Economic Area. This is done only in accordance with applicable privacy laws and/or with European Commission approval, including the application of appropriate safeguards including - but not limited to - the Standard Contractual Clauses (the "SCCs") and the European Commission's EU-US Data Privacy Framework. In addition, an appropriate level of protection and security is ensured and the conditions of Chapter V of the GDPR are met. Upon request, this can be demonstrated in writing.

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9. Retention periods of personal data

9.1 We store your personal data no longer than is strictly necessary to fulfill the purposes, for which your data is collected. Your personal data will not be stored for longer than the duration of the use of our products and services or the contractual relationship related to our products. After that time, your personal data will be deleted.

9.2 In addition, in the event of a legal dispute or impending legal dispute with you or in the event of other legal proceedings, the storage of your data may exceed the specified retention period.

9.3 Legal requirements for the storage and deletion of personal data remain unaffected by this. When the retention period prescribed by legal provisions expires, personal data will be deleted unless further storage by us is necessary and there is a legal basis for this.

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10. Security of personal data

We maintain high security standards and take appropriate technical and organizational measures to ensure a risk-appropriate level of security in accordance with applicable laws and regulations. These measures are in line with the current, general state of technology, in particular to prevent the misuse, loss and/or unauthorized destruction, alteration, disclosure or access by third parties of personal data. Personal data can only be accessed by employees involved in the processing of personal data. Nevertheless, we are not liable if, despite the measures taken, third parties manage to gain unauthorized access to personal data. We would appreciate it if you report any security breaches or indications that your personal data is not properly secured or misused to our privacy officer at privacy@toogethr.com.

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11. Rights of data subjects

11.1 You have the following rights regarding your personal data to ask us:

• To obtain an overview and/or a copy of your personal data that we hold about you;
• To update or correct your personal data so that it is accurate; 
• To remove your personal data from our files in certain circumstances; 
• To restrict the processing of your personal data in certain circumstances;
• To transfer (some of) this data to other organizations.

To exercise the above rights, please send an e-mail to the Privacy Officer at privacy@toogethr.com. The Privacy Officer will then inform you of the steps to follow in accordance with our procedure. You will receive a confirmation email once your request has been granted.

11.2 In addition, you have the right to object at any time, based on your specific situation, to the processing of your personal data, in particular when we do not need to process the data to fulfill a contractual or other legal obligation or when we use the data for direct marketing or profiling. For more information, see the complaint procedure on our website.

11.3 Furthermore, you have the right to withdraw your consent at any time when we use your personal data with your consent. Please note that this does not affect the processing of your personal data prior to the withdrawal of your consent. To exercise the above rights, please send an e-mail to the Privacy Officer at privacy@toogethr.com. The Privacy Officer will then inform you of the steps to follow in accordance with our procedure. You will receive a confirmation email once your request has been granted.

11.4 However, there are some exceptions to these rights, for example: it is not possible for us to delete your data if we are required by law to keep it or if we keep your data in connection with a contract with you. Access to your data may also be possible. Similarly, access to your data may be denied if making the information available would reveal personal information about another person or if we are prohibited by law from disclosing such information.

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12. Changes

We may edit this privacy statement from time to time to keep it up to date, to ensure that it does not contain errors, to keep pace with new developments and opportunities, to ensure that it contains appropriate and accurate information about your rights and our processing activities, and to remain in compliance with applicable laws and regulations. If we make significant changes to this privacy statement, we will notify you by posting a notice on the website along with an updated version of the privacy statement, by email or by asking for your consent again.

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13. Contact, questions and complaints

We hope we have answered your questions about the processing of your personal data. If you have any questions, concerns or complaints about how we process your data, please feel free to contact our privacy officer at privacy@toogethr.com. For more information, see the complaint procedure on our website.

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This privacy statement was last modified on November 24, 2023.